Shereen Solaiman
MYRIAD GENETICSAbout Shereen Solaiman
Chief People Officer (CPO) at Myriad Genetics (MYGN) since March 2023; age 52. She brings over two decades of HR leadership across healthcare and retail, with degrees from Ohio University (B.S., Journalism & PR) and New York University (Masters in Public Administration) . During her tenure, company-level performance improved: FY2024 revenue grew 11% to $837.6M and adjusted EBITDA reached $40.4M; FY2024 short‑term incentive (STIP) metrics for executive officers also outperformed on revenue, adjusted operating income (AOI), employee engagement, and customer NPS . Executive compensation incorporates revenue, adjusted EPS, and relative TSR PSUs (vs. Nasdaq Health Care Index), directly linking pay to value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Myriad Genetics | Chief People Officer | Mar 2023–Present | Leads human capital strategy and engagement; company achieved 79th percentile employee engagement and 72nd percentile customer NPS used in STIP metrics . |
| OhioHealth (not‑for‑profit health system) | SVP & Chief Human Resource Officer | Aug 2020–Oct 2022 | Led enterprise HR; senior executive for HR across a major health system . |
| OhioHealth | VP, HR Strategy & Business Enablement | Jan 2018–Aug 2020 | Drove HR strategy and business enablement initiatives . |
| OhioHealth | VP, Total Rewards | Jul 2016–Jan 2018 | Oversaw compensation/benefits programs (total rewards) . |
| OhioHealth | VP, HR Central Ohio & Corporate | Oct 2014–Jul 2016 | Led HR for regional and corporate functions . |
| Borders Group, Inc. | Senior HR roles incl. SVP, HR | Not disclosed | 10+ years HR leadership in national retail; large‑scale workforce programs . |
External Roles
None disclosed in the proxy or 8‑K materials reviewed .
Fixed Compensation
- Not a FY2024 Named Executive Officer (NEO); her specific base salary, target bonus, and actual bonus are not individually disclosed. MYGN discloses base salary decisions and increases only for NEOs, and describes process/criteria the Compensation and Human Capital Committee (CHCC) uses for executive officers (performance, market data via Mercer, retention, internal equity) .
Performance Compensation
Annual Cash Incentive (STIP) – Program design for executive officers
- Structure and metrics: Executive officers’ 2024 STIP used (1) Revenue and Adjusted Operating Income (company-wide), (2) employee engagement and customer NPS, and (3) individual MBOs; weights varied by role (financial metrics generally 50–70% of total) .
- 2024 outcomes: Company metrics exceeded targets, producing above-target payouts for the quantitative metrics (role-specific total STIP payouts varied with MBOs and weights) .
| Metric (Company) | Threshold | Target | Maximum | Actual Result | Achievement (% of Target) | Payout % (illustrative weighted result) |
|---|---|---|---|---|---|---|
| Revenue | $788.5M | $830.0M | $871.4M | $837.6M | 109% | 43.6% (at a 40% weight) |
| Adjusted Operating Income | $(5.6)M | $7.2M | $20.3M | $21.8M | 150% | 45.0% (at a 30% weight) |
| Employee Engagement (percentile) | 54th | 77th | 91st | 79th | 107% | 5.4% (at a 5% weight) |
| Customer NPS (percentile) | 60th | 65th | 75th | 71.6th | 133% | 6.7% (at a 5% weight) |
Notes: Table shows company outcomes and example weightings used by CHCC to calculate payout for certain executives; individual executive weights vary by role .
Long‑Term Incentives (LTI) – RSUs and PSUs
- Mix and metrics (executive officers): 50% RSUs (time‑based) and 50% PSUs (performance‑based). 2024 PSU metrics and weights: Revenue (34%), Adjusted EPS (33%), Relative TSR vs. Nasdaq Health Care Index (33%); PSUs cliff-vest at 3 years; RSUs vest pro‑rata over 3 years .
- Performance rigor: Negative absolute TSR caps PSU payout at target; 2022 PSU cycle paid 66% of target (Revenue 98%, Adjusted EPS 0%, Relative TSR 100%) underscoring at‑risk nature .
| Component | Metric(s) | Weighting | Measurement Period | Vesting |
|---|---|---|---|---|
| PSUs | Revenue; Adjusted EPS; Relative TSR vs IXHC | 34% / 33% / 33% | FY2026 for revenue & adj. EPS; Jan 1, 2024–Dec 31, 2026 for TSR | Vests at 3‑yr anniversary, subject to performance |
| RSUs | Time-based | — | N/A | 1/3 per year over 3 years (service-based) |
Equity Ownership & Alignment
- Individual beneficial ownership: Not separately disclosed for Ms. Solaiman; the proxy itemizes NEOs, directors, and 5% holders. All current executives and directors as a group (17 persons) beneficially owned 2,261,545 shares (2.4%) as of Apr 8, 2025 .
- Stock ownership guidelines and retention: Robust ownership guidelines for directors and executive officers; revised Feb 2025 to increase CEO multiple to 6x salary and COO/CFO/CCO to 3x; require holding 50% of net shares from vesting/exercise until guideline met (applies across executive officers) .
- Hedging/pledging: Prohibited hedging and pledging; short‑swing (6‑month) trading restrictions for Section 16 insiders also apply per policy .
- Equity plan supply: 2025 proxy seeks to replenish the 2017 equity plan share pool, signaling continued equity-based compensation usage for talent retention .
Employment Terms
- Standard agreements: MYGN has “standard” employment plus Severance and Change of Control Agreements (SCOC) with executive officers (other than the CEO’s separate contract). These are applicable to the CPO .
| Scenario | Cash Severance | Equity Treatment | Benefits | Notes |
|---|---|---|---|---|
| Termination without Cause or for Good Reason (not in connection with CoC) | 1x base salary + target bonus (COO: 1.5x; CEO: different terms) | Acceleration equal to 2 years of scheduled vesting; PSUs remain eligible for up to 2 years if metrics are achieved | COBRA up to 12 months (COO: 18 months) | Double‑trigger not required in non‑CoC separations |
| Change of Control + (within 3 months before or 24 months after) termination without Cause or for Good Reason | 1x base salary + target bonus (COO: 1.5x; CEO: different terms) | Full vesting of all unvested equity upon double‑trigger | COBRA up to 12 months (COO: 18 months) | CoC threshold: 50% change in voting power or specified merger/asset sale/board change |
| Death/Disability | Pro‑rata target bonus for year of termination | Pro‑rata vesting of time-based awards (and time‑vested portion of performance awards determined earned) | — | Per SCOC provisions |
- Definitions and governance protections: Standard “Cause” and “Good Reason” definitions apply; CHCC oversees clawback policy adopted to comply with SEC/Nasdaq rules .
Investment Implications
- Pay-for-performance alignment: Executive incentives tie to revenue growth, profitability (Adjusted EPS/AOI), and relative TSR; 2024 STIP outperformance on company metrics supports above-target cash payouts, while LTI remains at risk over a 3‑year horizon .
- Retention and selling pressure: Standard SCOC with 1x multiple and 2‑year equity vest acceleration provides balanced retention economics; anti‑hedging/anti‑pledging and 50% hold‑until‑guideline rules reduce forced selling risk and enhance alignment .
- Human capital metrics as signal: Inclusion of employee engagement and customer NPS in 2024 STIP (and above-target outcomes) is directly in the CPO remit and may continue to influence cash incentive funding and operational execution quality .
- Governance and shareholder sentiment: Strong say‑on‑pay support (95% in 2024) and use of independent consultant/peer benchmarking reduce governance discount risk; continued equity plan utilization requires careful dilution management .
- Execution risks to monitor: Payer policy headwinds (e.g., UnitedHealthcare’s PGx coverage reversal) and FY2025 guidance sensitivities could impact future incentive attainment and equity realizations; HR leadership remains critical to talent retention amid operational transitions (new CEO from Apr 30, 2025) .
Key watch items: future proxy/8‑K updates for any changes to executive SCOC terms; Form 4 filings for any notable net share sales around vesting windows; and continued performance on engagement/NPS metrics that drive a portion of executive cash bonuses. **[899923_0000899923-25-000028_mygn-20250409.htm:66]** **[899923_0000899923-25-000028_mygn-20250409.htm:84]** **[899923_0000899923-25-000028_mygn-20250409.htm:58]**