S. Louise Phanstiel
MYRIAD GENETICSAbout S. Louise Phanstiel
Chair of the Board at Myriad Genetics since March 2020; director since September 2009. Age 66. Former senior executive at Elevance Health (formerly WellPoint) with roles including President, Specialty Products, SVP Chief of Staff/Corporate Planning, and Chief Accounting Officer/Controller/CFO for subsidiaries; prior partner at PricewaterhouseCoopers focusing on insurance; CPA and designated Audit Committee Financial Expert by MYGN’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevance Health (WellPoint, Inc.) | President, Specialty Products; SVP Chief of Staff & Corporate Planning; CAO/Controller/CFO for subsidiaries | 1996–2007 | Deep payor expertise; relevant to reimbursement oversight |
| PricewaterhouseCoopers (Coopers & Lybrand) | Partner (insurance specialization) | Prior to 1996 | Financial reporting, internal controls, public company reporting; CPA credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Butterfly Network, Inc. (BFLY) | Director | Current | Public company governance; healthcare technology exposure |
| Inveresk Research Group, Inc. | Director; Audit Committee Chair | Prior | Life sciences governance; audit oversight |
| Verastem, Inc. | Director; Audit Committee Chair | Prior | Biotech governance; audit oversight |
Board Governance
- Board Chair (independent); separation of Chair and CEO roles. Committees: Audit & Finance Committee (AFC) member and Nominating & Governance Committee (NGC) member; Board has determined she is an “audit committee financial expert.” Eight of nine directors are independent; regular executive sessions of independent directors .
- Attendance: Board met 10 times in FY2024; AFC met 7; NGC met 6; no director attended fewer than 75% of their Board and committee meetings; all directors present at the 2024 Annual Meeting .
- Compensation oversight uses independent consultant Mercer; no CHCC interlocks; robust policies (clawback, anti-hedging/anti-pledging, stock ownership guidelines, majority voting) support governance quality .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash fees (Phanstiel) | $213,500 | Role-based cash retainers; paid quarterly |
| Standard annual cash retainer (all directors) | $60,000 | Policy schedule |
| Chair of the Board additional retainer | $120,000 | Policy schedule |
| AFC member additional retainer | $13,500 | Policy schedule |
| NGC member additional retainer | $10,000 | Policy schedule |
| Meeting fees | None | Reimbursement only; no per-meeting fees |
Performance Compensation
| Equity Grant Details (FY2024) | Value/Units | Vesting |
|---|---|---|
| RSUs (annual grant on 2024-06-06) | 15,695 RSUs; grant-date fair value $349,999 (15,695 × $22.30) | Vest upon earlier of one-year service from grant or next annual meeting |
Directors receive time-based RSUs; no director performance metrics (e.g., revenue, TSR) are attached to director equity grants. Equity awards are capped at $500,000 grant-date fair value per calendar year for non-employee directors under the plan .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Butterfly Network (BFLY) | Director | No related-party transactions disclosed by MYGN since Jan 1, 2024; anti-hedging and anti-pledging policies in place |
Expertise & Qualifications
- Finance/accounting, public company reporting, internal controls (CPA; audit committee financial expert) .
- Healthcare/payor domain expertise; strategic reimbursement insights beneficial to MYGN’s precision medicine testing model .
- Public company governance and leadership; extensive board experience, including audit chair roles .
- Capability matrix highlights Finance & Accounting, Leadership, Healthcare Industry, Public Company Governance for Phanstiel .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Unvested RSUs |
|---|---|---|---|
| S. Louise Phanstiel | 160,767 | <1% (starred as <1% in table) | 15,695 (as of 12/31/2024) |
| Shares Outstanding (record date) | 92,171,423 | — | — |
- Stock ownership guidelines: Directors must hold 5× annual cash retainer; count includes directly/indirectly owned shares and time-based RSUs; unvested PSUs and options excluded. As of Dec 31, 2024, all directors/executives were in compliance or within the five-year phase-in period .
- Anti-hedging and anti-pledging policy prohibits hedging, margin purchases, and pledging company stock; no waivers granted .
Governance Assessment
- Strengths: Independent Chair; strong committee participation (AFC/NGC) with financial expertise designation; high director independence; robust ownership requirements; anti-hedging/anti-pledging; clawback policy; no related-party transactions; strong say-on-pay support (95% in 2024) indicating investor alignment .
- Compensation alignment: Mix of fixed cash and time-based RSUs consistent with market for non-employee directors; annual RSU grants with short vest aligned to board service; equity cap limits excess .
- Attendance/engagement: Meets attendance thresholds; board/committee cadence robust; executive sessions of independent directors support oversight .
- Potential conflicts: Current external role at Butterfly Network; MYGN discloses no related person transactions in 2024–2025; NGC and AFC charters include conflict reviews; anti-pledging reduces alignment risk. No red flags identified from filings .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or option repricing. Continue monitoring director service limits and any evolving ties with payors/providers given her background .