Paul M. Bisaro
MYRIAD GENETICSAbout Paul M. Bisaro
Independent director since October 31, 2022; age 64 as of April 8, 2025. Bisaro is a veteran pharmaceutical executive and attorney with 30+ years in generic and branded pharma, previously serving as CEO/Executive Chairman at Impax, Actavis/Watson, and Allergan. He holds a BA (University of Michigan) and JD (Catholic University of America). The Board deems him independent under Nasdaq rules and values his M&A, finance, accounting, and legal expertise .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Amneal Pharmaceuticals, Inc. | Executive Chairman | May 2018–Aug 2019 | Oversaw integration and strategic initiatives |
| Impax Laboratories, Inc. | President & CEO; Director | May 2017–May 2018 | Led company through acquisition by Amneal |
| Allergan plc | Executive Chairman | Jul 2014–Nov 2016 | Governance and transformation leadership |
| Actavis plc / Watson Pharmaceuticals, Inc. | President & CEO | Sep 2007–Jul 2014 | Scaled global generics/branded footprint |
| Barr Pharmaceuticals, Inc. | President, COO, Director | 1999–2007 | Operational leadership; earlier General Counsel (1992–1999) |
| Winston & Strawn; Bishop, Cook, Purcell & Reynolds | Attorney | Pre‑1992 | Legal practice |
| Arthur Andersen & Co. | Senior Consultant | Pre‑1992 | Financial/consulting experience |
External Roles
| Organization | Role | Current/Past | Tenure/Notes |
|---|---|---|---|
| Mallinckrodt plc (MNKTQ) | Chairman & Director | Current | Reappointed Feb 2024; previously Chairman Jun 2022–Nov 2023 |
| Zoetis Inc. (ZTS) | Director | Current | Public company board |
| Zimmer Biomet Holdings, Inc. | Director | Past | Prior board service |
| TherapeuticsMD | Director | Past | Prior board service |
Board Governance
- Class III director; term ends at the 2026 Annual Meeting; Board separates Chair/CEO roles, with S. Louise Phanstiel as independent Chair .
- Committee assignments (2025): Compensation and Human Capital Committee (member) and Research and Product Innovation Committee (member). CHCC met 5 times; RPIC met 3 times in 2024 .
- Attendance: In 2024, the Board met 10 times; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Independence: Board determined Bisaro is independent; committees are composed solely of independent directors .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned (Cash) | $83,500 | $99,346 |
| Equity Awards (Fair Value) | $174,983 (7,575 RSUs at $23.10 on 6/1/2023) | $349,999 (15,695 RSUs at $22.30 on 6/6/2024) |
| Total Director Compensation | $258,483 | $449,345 |
Director Retainer Structure (role-based):
| Role | Annual Cash Retainer |
|---|---|
| All non-employee directors | $60,000 |
| Chair of the Board | +$120,000 |
| Committee Chairs (AFC/CHCC/NGC/RPIC) | +$28,000 (AFC), +$20,000 (CHCC), +$20,000 (NGC), +$28,000 (RPIC) |
| Committee Members (excluding chair) | +$13,500 (AFC), +$10,000 (CHCC), +$10,000 (NGC), +$13,500 (RPIC) |
- No meeting fees; expenses reimbursed .
Performance Compensation
Director equity is time-based RSUs; no options to directors disclosed; annual grants sized at ~$350,000; vesting occurs at the earlier of one year of service or the next annual meeting .
| Grant | Grant Date | Instrument | Shares | Vesting | Grant-date Fair Value |
|---|---|---|---|---|---|
| Annual director grant | 6/1/2023 | RSU | 7,575 | Earlier of 1 year or next annual meeting | $174,983 |
| Annual director grant | 6/6/2024 | RSU | 15,695 | Earlier of 1 year or next annual meeting | $349,999 |
Company performance metrics used by CHCC for executive pay (signals of board’s pay-for-performance posture):
| Metric | Weighting | Threshold | Target | Maximum | Actual Result | Achievement (% Target) |
|---|---|---|---|---|---|---|
| Revenue | 40.0% | $788.5M | $830.0M | $871.4M | $837.6M | 109% |
| Adjusted Operating Income (Loss) | 30.0% | $(5.6)M | $7.2M | $20.3M | $21.8M | 150% |
| Employee Engagement | 5.0% | 54th pctile | 77th pctile | 91st pctile | 79th pctile | 107% |
| Customer NPS | 5.0% | 60th pctile | 65th pctile | 75th pctile | 71.6th pctile | 133% |
Other Directorships & Interlocks
| Company | Role | Sector Overlap with MYGN | Interlock/Conflict Notes |
|---|---|---|---|
| Mallinckrodt plc (MNKTQ) | Chairman & Director | Pharma (therapeutics) vs MYGN diagnostics | No related party transactions disclosed; NGC/AFC monitor conflicts |
| Zoetis Inc. (ZTS) | Director | Animal health | Limits on service on other boards; conflict oversight in NGC charter |
- Related party transactions: None requiring disclosure since Jan 1, 2024 .
- Policy framework: Robust anti-hedging/anti-pledging; majority voting with resignation policy; independent chair; committee independence .
Expertise & Qualifications
- Skills matrix indicates Bisaro brings finance/accounting, leadership, healthcare industry, and public company governance expertise .
- 2024 proxy anticipated him as an “audit committee financial expert” when slated to become AFC Chair post-2024 Annual Meeting; subsequent 2025 composition places him on CHCC and RPIC instead .
Equity Ownership
| Date (As of) | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Apr 11, 2024 | 24,450 | <1% | Based on 90,478,255 shares outstanding |
| Apr 8, 2025 | 40,145 | <1% | Based on 92,171,423 shares outstanding |
| Dec 31, 2024 | Unvested RSUs: 15,695 | — | Annual RSU grant unvested at FY-end |
Stock Ownership Guidelines (updated Feb 2025):
| Feature | Guideline |
|---|---|
| Ownership Multiple | Director = 5x annual cash retainer; CEO 6x; COO/CCO/CFO 3x; others 2x |
| Time to Comply | 5 years from election/appointment or adoption |
| Counting | Includes time-based RSUs; excludes unexercised options and unvested PSUs |
| Transfer Restrictions | Must hold 50% of shares acquired via vesting/exercise until guideline met; sale prohibitions if short of compliance post phase-in (tax sales excluded) |
| Compliance Status | As of Dec 31, 2024, all directors/officers were compliant or within time to meet requirements |
Insider Trades (Form 4 Filings)
| Date | Form | Transaction | Instrument | Shares | Source |
|---|---|---|---|---|---|
| 6/1/2023 | Form 4 | Stock award (grant) | RSU | 7,575 | |
| 6/6/2024 | Form 4 | Stock award (grant) | RSU | 15,695 | |
| 6/6/2025 | Form 4 | Stock award (grant) | RSU | Not specified here |
Anti-hedging/anti-pledging: Directors may not hedge, hold on margin, or pledge Company stock; Section 16 insiders face six-month swing-trade restrictions .
Governance Assessment
-
Strengths:
- Independent director with deep pharma leadership and legal credentials; active on CHCC and RPIC, aligning with strategy and product oversight .
- Strong director pay structure and ownership alignment via 5x retainer guideline and mandatory holding requirements; anti-hedging/pledging policies enforced .
- Board-wide attendance exceeded 75%; committee independence; strong Say-on-Pay support at 95% in 2024, signaling investor confidence in compensation governance .
-
Watch items / potential RED FLAGS:
- Equity pool replenishment request (+6.5M shares) may raise dilution concerns; board notes intent to continue RSU usage (including directors) .
- Multiple external boards (Mallinckrodt Chairman; Zoetis Director) could present time-commitment risk; mitigated by explicit board limits on other board service and NGC conflict oversight .
- No related-party transactions disclosed; continue monitoring given cross-industry network .
-
Committee composition continuity:
- 2024 proxy anticipated Bisaro to chair AFC after the annual meeting; by 2025, AFC chair role transitioned to Mark S. Davis; Bisaro positioned on CHCC/RPIC, which fits his operating and product background .
-
Alignment signals:
- Director compensation dominated by equity RSUs vesting on annual cadence; unvested RSUs at FY-end indicate ongoing alignment with shareholder outcomes .
- Board conducts regular executive sessions of independent directors and annual self-assessments led by the Chair, enhancing board effectiveness .