Sam S. Raha
MYRIAD GENETICSAbout Sam S. Raha
Samraat S. Raha, age 53, became Chief Operating Officer in December 2023 and will assume the role of President and Chief Executive Officer and join the Board as a Class II Director effective April 30, 2025; he holds a B.A. in Molecular and Cell Biology from UC Berkeley and an MBA from Santa Clara University . MYGN’s pay-for-performance framework ties incentives to company-level metrics including revenue, adjusted operating income, adjusted EPS, and relative TSR versus the Nasdaq Health Care Index, with 2024 results of $838 million revenue (+11% YoY), adjusted EBITDA of $40.4 million, and relative TSR at the 65th percentile for the 2022 PSU cohort (capped at target due to negative absolute TSR) . In 2024, Raha exceeded his individual MBOs (125% score) and received a 2024 cash incentive payout of $706,500 on a $750,000 base (125.6% of target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agilent Technologies | SVP & President, Diagnostics & Genomics Group | Apr 2018–Dec 2023 | Led global diagnostics/genomics businesses; general management, operations, commercial strategy |
| Agilent Technologies | SVP, Strategy & Corporate Development | May 2017–Apr 2018 | Corporate strategy and M&A execution |
| Illumina | Vice President, Global Marketing | Jul 2013–Jan 2017 | Led global marketing for genomic platforms |
| Life Technologies | VP & GM, Genomics Assays / NextGen qPCR | 2008–2012 | P&L leadership in genomics assays and qPCR |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Myriad Genetics (MYGN) | Director (Class II) | Effective Apr 30, 2025 | Incoming CEO; nominated for election through 2028 |
| Other Public Company Boards | — | — | None disclosed for Raha in proxy director table |
Fixed Compensation
| Item | FY 2023 | FY 2024 | FY 2025 (CEO terms) |
|---|---|---|---|
| Base Salary ($) | $14,368 | $750,000 | $920,000 (annual) |
| Target Bonus (% of Base) | — | 75% | 100% |
| Sign-on/Retention Bonuses ($) | $500,000 sign-on (paid Jan 2024) | — | — |
| Actual Cash Incentive Paid ($) | — | $706,500 | — |
Performance Compensation
2024 Short-Term Incentive (Company and Individual Metrics)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue | — | Internal target set by CHCC | Outperformed; plan paid 109% of target | 109% |
| Adjusted Operating Income | — | Internal target set by CHCC | Outperformed; plan paid 150% of target | 150% |
| Customer Engagement | — | Percentile targets | 79th percentile → 107% of target | 107% |
| Customer NPS | — | Percentile targets | 72nd percentile → 133% of target | 133% |
| Individual MBOs (Raha) | — | Role-specific objectives | Raha exceeded MBOs (125% score) | 25% MBO payout component |
2024–2026 Long-Term Incentive (Grants to Raha in 2024)
| Award Type | Grant Date | Quantity | Vesting / Performance Conditions | Valuation Notes |
|---|---|---|---|---|
| RSUs | Mar 14, 2024 | 64,494 | Time-based: 33.3% on 3/14/2025, 3/14/2026, 3/14/2027 | Grant-date value based on $21.32 close (methodology) |
| PSUs | Mar 14, 2024 | 64,493 | FY2026 revenue & adjusted EPS; relative TSR vs IXHC over 3-year period ending 12/31/2026 | Market-condition units valued via Monte Carlo; weighted value $23.81 |
Illustrative PSU Framework (2022 Cohort, Company-wide)
| Metric | Weight | Threshold | Target | Maximum | Final Achievement |
|---|---|---|---|---|---|
| Total Revenue Growth (FY2024) | 34.0% | $760.7m | $845.2m | $929.7m | $837.6m → 98.0% |
| Adjusted EPS (FY2024) | 33.0% | $0.38 | $0.71 | $1.02 | $0.13–$0.14 → 0% |
| Relative TSR (Jan 1, 2022–Dec 31, 2024) | 33.0% | 25th pct | 50th pct | 75th pct | 65th pct; capped at 100% due to negative absolute TSR |
| Combined Achievement | 100% | — | — | — | 66% |
2025 Equity Program and CEO Promotion Awards
- One-time CEO promotion RSUs: 141,050 RSUs with performance-based vesting in four equal tranches upon achieving stock price targets; no vesting before first anniversary of Apr 30, 2025 .
- 2025 annual equity grant eligibility: up to $6,000,000 value, 50% RSUs and 50% PSUs (CHCC discretion) .
- Expected 2025 PSUs (annual cycle): 216,495 PSUs anticipated for Raha on or about June 5, 2025; PSUs fair value for market condition units determined via Monte Carlo valuation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 44,479 shares; <1% of outstanding (92,171,423 shares outstanding as of Apr 8, 2025) |
| Cumulative RSUs Issued Since 2017 Plan | 581,842 to “Samraat S. Raha, Chief Operating Officer” as of Apr 8, 2025 (list of awards issued) |
| Stock Ownership Guidelines (Feb 2025) | CEO: 6x base salary; COO/CFO/CCO: 3x base salary; Directors: 5x annual cash retainer |
| Hold-Until-Compliance Rule | Must hold 50% of shares acquired from RSU vesting or option exercise until guideline multiple is met (tax withholding excluded) |
| Compliance Status | As of Dec 31, 2024, all directors and executive officers were compliant or within 5-year phase-in period |
| Hedging/Pledging | Prohibited for all directors, officers, and employees; no waivers granted; includes margin, pledging, derivatives |
| Insider Trading Windows | Section 16 officers/directors cannot buy and sell within six months (short-swing prohibition in policy) |
Employment Terms
- COO appointment: Dec 11, 2023; base $750,000 in FY2024; 2024 incentive bonus $706,500; 2024 RSU/PSU grants detailed above .
- CEO appointment: Effective Apr 30, 2025; base salary $920,000 with 100% target bonus; eligible for 2025 long-term incentives as noted; one-time performance RSUs with stock-price targets .
- Standard employment agreements for NEOs (except prior CEO): no defined term; restrictive covenants; Severance & Change-of-Control Agreements in place .
- Severance/Change-of-Control Terms (Raha):
- As COO: 1.5x salary and bonus for severance; 1.5x for change-of-control; 18 months COBRA; immediate vesting of RSUs scheduled within two years; PSUs continue testing for two years; double-trigger full vesting upon CoC + termination .
- As CEO (effective Apr 30, 2025): 2.0x salary and bonus for severance and for change-of-control .
- Clawback: Board-adopted policy (Sept 21, 2023) compliant with SEC/Nasdaq; recoupment of incentive-based compensation over prior three completed fiscal years if a restatement is required .
Potential Payments Upon Termination (as of Dec 31, 2024)
| Scenario | Base Salary | Bonus | RSU/PSU Acceleration | COBRA | Total |
|---|---|---|---|---|---|
| Change of Control + Involuntary Termination | $1,125,000 | $1,125,000 | $4,198,783 | $49,473 | $6,498,256 |
| Involuntary Termination (no CoC) | $1,125,000 | $1,125,000 | $2,430,776 | $49,473 | $4,730,249 |
| Death or Disability | — | $562,500 | $221,053 | — | $783,553 |
Board Governance
- Board service: Raha appointed as Class II Director effective Apr 30, 2025; nominated for election through the 2028 Annual Meeting .
- Committees: Board committees comprised of independent directors; Raha (as CEO) is not listed on any committee (AFC/CHCC/NGC/RPIC table shows blanks for his row) .
- Independence and leadership structure: Eight of nine directors are independent; Chair and CEO roles are separated with an independent Chair; regular executive sessions of independent directors without management .
Compensation Structure Analysis
- Mix of pay: For 2024, approximately 85.7% of other NEOs’ target compensation is variable/at risk; CHCC grants 50% of executive equity as PSUs with objective metrics; caps PSU payout at target if absolute TSR is negative .
- Ownership alignment strengthened: CEO ownership multiple increased from 3x to 6x salary; COO/CFO/CCO from 2x to 3x; 50% hold requirement until compliant .
- Short-term metrics rigor: Revenue and adjusted operating income targets not lowered in 2024; formula-driven bonus calculations; payouts of 109% and 150% reflect operational performance .
- No shareholder-unfriendly practices: No option repricing; no single-trigger CoC vesting; hedging and pledging prohibited; clawback policy in place .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; margin/derivative transactions banned (alignment-positive) .
- Double-trigger CoC vesting; severance multiples increased to 2.0x for CEO role—elevated change-of-control economics could be dilutive but standard in industry per Company’s view .
- Clawback policy covers non-GAAP and market-based measures; mitigates restatement risk .
- Insider selling pressure: Significant RSU and anticipated PSU grants with scheduled vesting; however, 50% mandatory hold until ownership guidelines met reduces near-term sell pressure .
Equity Ownership & Vesting Schedules
| Award/Event | Key Dates | Details |
|---|---|---|
| 2024 RSUs | 3/14/2025, 3/14/2026, 3/14/2027 | 33.3% vest annually over 3 years |
| 2024 PSUs | Measurement through 12/31/2026 | FY2026 revenue & adjusted EPS; relative TSR vs IXHC |
| CEO Promotion RSUs | No vest before 4/30/2026 | Four equal tranches upon stock price targets |
| 2025 Annual PSUs | Expected grant ~6/5/2025 | 216,495 PSUs expected; fair value per plan mechanics |
Employment & Contracts Snapshot
| Item | Detail |
|---|---|
| MYGN Employment Start | Dec 11, 2023 (COO) |
| CEO Effective Date | Apr 30, 2025 |
| Agreement Type | Standard employment agreement (no defined term) and Severance/CoC agreement |
| Severance Multiples | COO: 1.5x salary+bonus; CEO: 2.0x salary+bonus |
| Equity Treatment | RSUs vest scheduled within two years; PSUs continue testing for two years; double-trigger immediate full vest after CoC + termination |
Investment Implications
- Alignment: Stronger stock ownership requirements (CEO 6x, hold-50% rule) and PSU-heavy equity mix improve pay-for-performance alignment and reduce near-term selling pressure; hedging/pledging bans further align interests .
- Retention and transition: Elevated CEO severance/CoC multiples (2.0x) and substantial LTI opportunities signal a focus on retention and leadership continuity as Raha transitions to CEO; double-trigger vesting mitigates single-event windfalls .
- Performance lens: Company delivered 2024 revenue growth and adjusted EBITDA improvement with rigorous STI metrics and no lowered targets; Raha’s 125% MBO score suggests operational execution strengths as he steps into CEO role .
- Trading signals: Major 2025 PSU grant and multi-year RSU schedules imply continued equity issuance; monitor Form 4 filings for vest-driven sales around March/June cycles, while the 50% hold rule may dampen volume and signal long-term orientation .