neo-20240408

We are pleased to inform you that instead of a paper or electronic copy of our proxy materials, most of our stockholders will be mailed a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) on or about April 8, 2024. The Notice of Internet Availability contains instructions on how to access proxy materials and how to submit your proxy over the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials, if desired. All stockholders who do not receive a Notice of Internet Availability, or who have not consented to receive their proxy materials electronically by email, will be mailed a paper copy of the proxy materials. Furnishing proxy materials over the Internet allows us to provide our stockholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Proposal 1 - Election of Directors

•As of March 2024, eight of our nine Director nominees are independent, and all represent a diverse background of qualifications and experience.

•Our Director nominees are 33% female and 22% racial/ethnic diverse.

•All Board Committees are comprised solely of independent Directors.

The Board recommends a vote FOR each Director nominee.

Further information beginning on page 8.

Proposal 2 - Advisory Vote on Executive Compensation

•We strive for pay-for-performance and believe that performance objectives should align with our strategy over the long term.

•Our compensation philosophy is focused on providing compensation and benefits that are competitive and meet our goals of attracting, retaining, and motivating highly skilled teammates and management.

The Board recommends a vote FOR this proposal.

Further information beginning on page 17.

Proposal 3 - To Approve the Fourth Amendment of the Employee Stock Purchase Plan (as amended and restated)

•To approve the Fourth Amendment of the Employee Stock Purchase Plan (as amended and restated) will increase the number of shares of common stock reserved for issuance under the ESPP by 1,000,000 shares to 3,500,000 shares.

The Board recommends a vote FOR this proposal.

Further information beginning on page 18.

Proposal 4 - Ratification of Independent Registered Accounting Firm

•The Audit and Finance Committee of the Board has appointed Deloitte & Touche LLP to act as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Board recommends a vote FOR this proposal.

Further information beginning on page 21.

Our commitment to maintaining an excellent workplace includes investing in ongoing opportunities for employee development in a diverse and inclusive environment. We have worked to reflect gender and ethnic diversity and inclusion on our Board and diversity in gender and ethnicity is well-established within our workforce. As of December 31, 2023, women make up 59.9% of our global workforce, and 50.8% of the supervisory or higher positions are made up by females. With regard to the Company's top two management tiers, 44.4% of our executive team and our vice presidents are women and 33.3% of the Board are women. Ethnicity is also strongly represented: 53.5% of our workforce and 22.2% of the Board are ethnically diverse. Diversity is an active conversation at NeoGenomics including through employee-initiated and -led employee resource groups (“ERGs”) such as LGBTQ@Neo, Women&Allies@Neo, Generations@Neo, Veterans@Neo, We S.T.A.N.D@Neo (Standing Together Against Negativity and Discrimination), and Wellness@Neo. These ERGs reinforce our commitment to diversity, inclusion and belonging by fostering community, providing education and support across the business, and facilitating dialogue on relevant and critical employee topics. We regularly seek the input of our employees through both in-person roundtables and anonymous surveys. It is important that our employees have a voice, equal opportunities and a method to communicate their views in a way that they feel comfortable.

In addition, in recognition that health and wellness extend beyond the physical aspects, we have established a number of broad health-focused measures for our employees. Our Wellness@Neo ERG has a mission to support the financial, physical, emotional, and social wellness of our employees. The Wellness@Neo ERG sponsors education on a variety of topics including investing, student loan debt, mental support initiatives, meditation, and yoga. We continually assess the benefits offered to our employees and in addition to competitive health plans, 401(k) matching and our Employee Stock Purchase Plan (“ESPP”), we offer contributions towards our employees’ student loan debt, tuition reimbursement, gym and fitness studio credits, and an employee assistance program that provides health, family, legal, and financial assistance.

We believe our corporate responsibility includes a commitment to our environment, which we support through our NeoGREEN initiative. In 2021 we opened a new headquarters in Fort Myers, FL, which includes a new laboratory, warehouse, and administrative facilities. We completed the design and construction of our new headquarters in accordance with the Sustainable SITE initiative that ensures that a project’s natural environment is valued and respected throughout the building process. Additionally, we utilize low-emitting materials, energy, and water efficient design, and utilize GS-42 certified janitorial and sustainable pest services. As a result, we are proud of NeoGenomics’ achievement of Leadership in Energy and Environmental Design (“LEED”) certification for this facility. Developed by the U.S. Green Building Counsel, LEED is the most widely used green building rating system in the world and an international symbol of sustainability achievement. Our environmental efforts also focus on improvements in our waste, water, and energy management.


Corporate Governance Highlights
Independent Board Chair			•As of March 2024, Lynn Tetrault, NeoGenomics’ independent non-executive Chair of the Board, has nine years’ tenure on the Board and extensive healthcare leadership experience
Independent and diverse director nominees			•As of March 2024, eight of our nine directors are independent •All Board committees are entirely comprised of independent directors •Five of our nine directors, representing 56% of our directors are diverse (either gender or race/ethnicity) •Directors have a broad range of experience, skills, and qualifications (see "Director Diversity and Expertise"’ on page 12)
Executive sessions of independent directors			•Independent directors meet regularly without management
Active board refreshment			•Balanced mix of short and long-tenured directors •Four of our eight independent directors joined the Board within the last twenty-four months •Annual election of all directors
Continual assessments			•Board and Committees complete annual self-evaluation surveys •Annual Chief Executive Officer and executive management performance and potential evaluation in alignment with corporate goals and objectives, including achievement of business and strategic objectives •Continuously evaluate director capacity
Stock ownership guidelines			•No hedging or pledging of NeoGenomics stock •Minimum stock holding requirements for directors and executive officers

Director candidates are considered based upon a variety of criteria, including the director nominee's business judgment, professional integrity, character, experience, and understanding of the Company, while also taking into account the current Board members and the specific needs of the Company and the Board. The Nominating and Governance Committee seeks individuals from diverse professional backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise as set forth in the Strategic Competencies Matrix. The Nominating and Governance Committee also emphasizes the importance of diversity, equity, and inclusion with respect to age, gender, race and ethnicity, sexual orientation, and gender identity and believes that an inclusive environment offers the Company and our stockholders’ diversity of opinion and insight in the areas most important to us and our corporate mission. All director candidates must have time available to devote to the activities of the Board. In deciding whether to nominate a director candidate, our Board also considers the independence of director candidates, including the appearance of any conflict in serving as a director. A director who does not meet all of these criteria may still be considered for nomination to the Board if our independent directors believe that the candidate will make an exceptional contribution to us and our stockholders.

Generally, when evaluating and recommending candidates for election to the Board, the Nominating and Governance Committee will conduct candidate interviews, evaluate biographical information and background material, and assess the skills and experience of candidates against selection criteria set forth in the Strategic Competencies Matrix in the context of the then-current needs of the Company. In identifying potential director candidates, the Board may also seek input from the executive officers and may also consider recommendations by employees, community leaders, business contacts, third-party search firms, and any other sources deemed appropriate by the Nominating and Governance Committee. The Nominating and Governance Committee will also consider director candidates recommended by stockholders to stand for election at the annual meeting of stockholders so long as such recommendations are submitted in accordance with the procedures described below under “Stockholder Recommendations for Board Candidates.”

Board Leadership Structure. Consistent with the Company’s Corporate Governance Guidelines, our Board has a policy that allows the Chair of the Board and Chief Executive Officer positions to be separate or combined and, if they are to be separate, allows the Chair of the Board role to be either selected from among the independent directors or an executive officer. Our Board believes that it should have the flexibility to make these determinations at any given time in the way that it believes best to provide appropriate leadership for the Company. Our Board has reviewed the current Board leadership structure in light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, and other relevant factors. Under our current leadership structure, the roles of Chair of the Board and Chief Executive Officer are held by two different individuals. The board's independence from management is increased by having separate Chair of the Board and Chief Executive Officer roles, which helps lead to better monitoring and oversight.

Director Independence. Our Corporate Governance Guidelines provide that our Board will consist of a majority of independent directors and, in making independence determinations, the Board will observe all applicable requirements, including the applicable corporate governance listing standards of the Nasdaq Stock Market LLC (“Nasdaq”). Under Nasdaq rules, the Board has a responsibility to make an affirmative determination that those members of its Board that serve as independent directors do not have any relationships with the Company and its businesses that would impair their independence. In connection with these determinations the Board reviews information regarding transactions, relationships, and arrangements involving the Company and its businesses and each director that it deems relevant to independence, including those required by Nasdaq rules.

Board Role in Risk Oversight. The Board administers its enterprise risk oversight function directly and through its Committees. The Board and the Audit and Finance Committee have primary oversight over enterprise risks and regularly discuss with management major risk exposures, including cybersecurity, their likelihood of occurrence, their potential financial impact on the Company, and the steps taken to monitor, control, and mitigate those risks. The Nominating and Governance Committee has primary oversight over ESG matters, the Culture and Compensation Committee has primary oversight over risks associated with compensation policies and practices, the Compliance Committee has primary oversight over the Corporate Compliance Program and Code of Business Conduct and Ethics, and the Innovation, Pipeline & Technology Committee has primary oversight over the Company's R&D programs, its technology and relevant scientific advances overseeing technology developments. Please refer to the section “Information Regarding Meetings and Committees of the Board” below for a full description of the responsibilities of each Committee and its role in overseeing the Company’s major risk exposures.

Audit &

Finance

Nominating &

Corporate Governance

Culture &

Compensation

Compliance

Innovation, Pipeline & Technology

•Enterprise risks, including but not limited to risks relating to IT use and protection, data governance, privacy, and cybersecurity

•Independent auditor’s qualifications and independence

•Financial reporting and processes, including internal control over financial reporting

•ESG matters

•Investor engagement and communications

•Review Board size, composition, function, duties, diversity, and Strategic Competencies

•Develop and recommend to the Board the Corporate Governance Guidelines and oversee compliance with these Guidelines

•Review the risks associated with the Company’s compensation policies and practices

•Oversee an annual review of the Company’s risk assessment of its compensation policies and practices for its employees

•Diversity, equity, inclusion and belonging

•Succession planning

•Assess management’s implementation of the Corporate Compliance Program elements

•Assess adequacy and effectiveness of policies and programs to monitor compliance with laws and regulations

•Monitor significant external and internal investigations

•Implementation of Code of Business Conduct and Ethics

•Confirmation of zero conflict of interests related to members of the Board of Directors and Named Executive Officers (as defined below under "Executive Compensation") and external consultants engaged by the Board

•Develop insights and recommendations regarding the Company's approach to product pipeline development and technical and commercial innovation

•Support recruitment and interactions with the Company's scientific advisory board

In 2023, we received approximately 52% support for our annual say-on-pay proposal. Following our say-on-pay vote in 2023, we widened our governance outreach and engagement even further to ensure we understood stockholders’ concerns and to inform and guide our actions in response. As evidenced by the actions taken already throughout 2023, we take the outcome of this vote seriously and have been highly focused on understanding and responding to our stockholders’ feedback. Through the Company’s engagement efforts, the Culture and Compensation Committee sought to elicit and consider a full range of stockholders’ perspectives related to NeoGenomics’ executive compensation program and design elements and ESG initiatives to inform specific actions and appropriate responses to the say-on-pay vote.

As part of these engagements, many stockholders favorably acknowledged changes and enhancements that we introduced related to executive compensation in particular. This supported our understanding that many stockholders were generally comfortable with the fundamental aspects of our compensation program design but voted against say-on-pay in 2023 based on specific compensation actions taken in 2021 and 2022 - actions largely driven by significant changes in leadership and organizational structure. As a result, we took steps in 2023 and 2024 to address the concerns of many stockholders, while also ensuring our ability to attract and retain talented executives who are motivated to achieve our annual and long-term strategic goals. Our goal is to continue to refine our programs further beyond 2024 by leveraging ongoing stockholder feedback and maintaining effective linkage to company performance-based awards.

Lynn Tetrault | Age: 61 | Non-Executive Chair of the Board

Lynn Tetrault has served as the non-executive Chair of the Board since August 2022. Prior to her holding this position, from May 2022, Ms. Tetrault served as our Interim Chief Executive Officer and Chair of the Board. From March 2022 to May 2022, Ms. Tetrault served as our Executive Chair of the Board and functioned as the Company's principal executive officer. From October 2021 to March 2022, she served as our non-executive Chair and from July 2020 to October 2021 she served as our Lead Independent Director. Ms. Tetrault has been a director since June 2015. She has also served as a director of Rhythm Pharmaceuticals, Inc. since 2020 and as a director of Acelyrin, Inc. since December 2023. Ms. Tetrault has more than 30 years of experience in the healthcare sector. She worked from 1993 to 2014 with AstraZeneca PLC, most recently as Executive Vice President of Human Resources and Corporate Affairs from 2007 to 2014. Ms. Tetrault was responsible for human resources strategy, talent management, executive compensation and related activities, internal and external communications, government affairs, corporate reputation, and corporate social responsibility for AstraZeneca. Prior to AstraZeneca Ms. Tetrault practiced healthcare and corporate law at Choate, Hall and Stewart in Boston. Ms. Tetrault has a BA from Princeton University and a JD from the University of Virginia Law School.

Skills and Qualifications

Lynn Tetrault is a dynamic, seasoned executive in the pharmaceutical industry. Having progressed through numerous senior management roles at AstraZeneca, she acquired extensive human resource and corporate governance experience at the highest level of that company. As the Company continues to grow, Ms. Tetrault’s experience is helping to shape human resource policies and operations as well as the make-up of the Board and its governance policies, and therefore we believe that Ms. Tetrault is well qualified to serve on our Board.

Christopher Smith | Age: 61 | Board Member and Chief Executive Officer

Chris Smith was appointed Chief Executive Officer and a director in August 2022. Prior to joining NeoGenomics, from 2019 to 2022, Mr. Smith served as Chief Executive Officer of Ortho Clinical Diagnostics (“Ortho Clinical”). Under his leadership, Ortho Clinical raised $1.45 billion in funding for a 2021 initial public offering and achieved accelerated revenue growth while simultaneously improving profitability. Mr. Smith successfully guided the company through a combination with Quidel that closed in May 2022. Prior to Ortho Clinical, from 2004 to 2018, Mr. Smith served in key executive leadership positions, including CEO of Cochlear Limited (“Cochlear”), a global market leader in implantable hearing solutions. Having initially joined Cochlear as President of Cochlear Americas in 2004, Mr. Smith helped grow division revenue from $80 million to over $400 million before being named CEO in 2015. Before joining Cochlear, Mr. Smith served as a Chief Executive Officer in residence at global private equity firm Warburg Pincus and Global Group President at Gyrus Group Plc., a surgical products company. Prior to that he served in a variety of leadership roles at Abbott, KCI, Prism and Cardinal Health. Prior to 2023, Mr. Smith has served as a member of the board of directors at QuidelOrtho, a global provider of innovative in vitro diagnostic technologies, Akouos, Inc., Osler Diagnostics Limited and Results Physiotherapy. In addition, since mid-2023, Mr. Smith has served as a member of the board of directors of Laborie Medical Technologies Corp. Mr. Smith has a BS from Texas A&M University.

Skills and Qualifications

Mr. Smith is a dynamic leader with strong cultural values, vast diagnostic industry experience, and an extensive history of proven operating success. Because of Mr. Smith’s extensive industry knowledge and his experience serving on the boards of directors of other public companies, we believe Mr. Smith is well qualified to serve on our Board.

Dr. Alison Hannah | Age: 63 | Board Member and Chair of the Compliance Committee

Dr. Hannah has served as a director since June 2015. Dr. Hannah has over 30 years’ experience in the development of investigational cancer chemotherapies. She currently serves as a consultant to the pharmaceutical industry, working with over 30 companies over 20 years with a focus on molecularly targeted anti-cancer therapy. From 2020 to 2022, Dr. Hannah served as Senior Vice President and Chief Medical Officer at CytomX Therapeutics, an oncology-focused biopharmaceutical company. Previously, Dr. Hannah worked as Senior Medical Director at SUGEN (working on Sutent and other tyrokine kinase inhibitors) and Quintiles, a global contract research organization. Dr. Hannah has also served on the board of directors of Rigel Pharmaceuticals since 2021. Dr. Hannah specializes in clinical development strategy and has filed over 30 Investigational New Drug applications for new molecular entities and seven successful New Drug Applications (including talazoparib, enzalutamide, defibrotide, carfilzomib, and others). Dr. Hannah received her BA in biochemistry and immunology from Harvard University and her MD from the University of Saint Andrews. She is a member of ASCO, AACR, ASH, ESMO, SITC, and a Fellow with the Royal Society of Medicine.

Skills and Qualifications

Dr. Hannah has significant healthcare knowledge having spent over 20 years as a consultant in the field of oncology drug development and has over 30 years of experience working with biopharmaceutical companies. Dr. Hannah has extensive knowledge of the clinical trials marketplace, and we believe she will continue to offer valuable guidance on how the Company should position itself to obtain clinical trials diagnostic testing volumes as the Company continues to grow its revenue in that area. Because of this experience and knowledge, we believe Dr. Hannah is well qualified to serve on our Board.

Stephen Kanovsky | Age: 61 | Board Member and Chair of the Nominating and Corporate Governance Committee

Mr. Kanovsky has served as a director since July 2017. Mr. Kanovsky is Deputy General Counsel and Chief Commercial Counsel of GE HealthCare, where he has served since 2012, which provides medical technologies and solutions to the global healthcare industry and supports customers throughout the world with a broad range of services and systems, from diagnostic imaging and healthcare IT to molecular diagnostics and life sciences. Prior to his service at GE HealthCare, Mr. Kanovsky held numerous legal, compliance, and research roles in several global pharmaceutical companies. Mr. Kanovsky earned his bachelor’s degree from the University of Pennsylvania. He subsequently graduated from Temple University’s School of Pharmacy with a master’s degree in Pharmacology and Temple University’s School of Law with a juris doctorate degree. Mr. Kanovsky also holds an MBA from Saint Joseph’s University’s Haub School of Business.

Skills and Qualifications

Mr. Kanovsky has over 25 years of legal and compliance experience in the global life sciences and pharmaceutical industry. Through his work as Deputy General Counsel and Chief Commercial Counsel of GE HealthCare, Mr. Kanovsky is able to provide continued knowledge of the life sciences space. He also brings valuable experience to our Board through his prior involvement with Clarient, Inc. (“Clarient”), prior to its acquisition by NeoGenomics in December 2015. Because of Mr. Kanovsky’s extensive legal and compliance background and long-term service to the Board, we believe Mr. Kanovsky is well qualified to serve on our Board.

Michael Kelly | Age: 67 | Board Member and Chair of the Audit and Finance Committee

Mr. Kelly has served as a director since July 2020 and served as the Board’s Lead Independent Director for the duration of Ms. Tetrault’s service as Executive Chair of the Board and Interim Chief Executive Officer in 2022. Mr. Kelly is a former senior executive of Amgen, Inc. ("Amgen") and is currently acting as Founder & President of Sentry Hill Partners, LLC, a global life sciences transformation and management consulting business he founded in 2018. Mr. Kelly has more than two decades of executive experience as a senior leader in the life sciences industry serving in various strategic finance and operations positions at Amgen from 2003 to 2017, most recently as Senior Vice President, Global Business Services and Vice President & CFO, International Commercial Operations. Mr. Kelly has also held positions at Biogen, Tanox, and Monsanto Life Sciences. Mr. Kelly currently serves as a director for Amicus Therapeutics, DMC Global, Inc., and Prime Medicine, Inc. Mr. Kelly serves on the Council of Advisors and was the former audit committee chair for Direct Relief, a humanitarian aid organization focused on health outcomes and disaster relief. Mr. Kelly holds a BS in business administration from Florida A&M University, concentrating in Finance and Industrial Relations.

Skills and Qualifications

Mr. Kelly has more than two decades of executive experience as a senior leader in the life sciences industry serving in various strategic finance and operations positions. We believe Mr. Kelly’s extensive experience managing and growing domestic and international organizations, as well as his track record in finance, operations and building differentiated product companies is highly valuable as we continue our long-term growth strategy, and therefore Mr. Kelly is well qualified to serve on our Board. In addition, we believe Mr. Kelly’s extensive knowledge and background in finance qualifies him to serve as a financial expert on the Audit and Finance Committee.

David Perez | Age: 64 | Board Member

Mr. Perez has served as a director since November 2022. Mr. Perez has over 40 years of global executive leadership experience, leading the growth and operations of several businesses, growing and scaling organically through research and development and innovation, as well as through mergers and acquisitions. In March 2019, he retired from his position as president and CEO of Terumo BCT, a company dedicated to blood banking, transfusion medicine and cell-based therapies, following a comprehensive two-year succession and transition plan. Mr. Perez currently serves as a director on the following private company boards Laborie Medical Technologies Corp., Advanced Instruments, LLC and MoInlycke Health Care AB. During his nearly 20-year tenure, Mr. Perez guided Terumo BCT through several foreign ownership structures, leveraging his extensive experience leading complex, multinational businesses, and diverse, cross-cultural organizations. Under his leadership as CEO for 18.5 years, the company transformed from a single manufacturing and R&D site to a multi-national biomedical organization with five R&D centers and six manufacturing plants, as he helped drive global revenue growth from $160 million to $1 billion. Mr. Perez holds a BA in Political Science from Texas Tech University.

Skills and Qualifications

Mr. Perez has 40 years of executive leadership in medical device and health care services, He serves as an independent board member and advisor to several corporations and non-profit organizations. His expertise encompasses growing and scaling highly regulated global businesses organically through R&D and innovation and inorganically through M&A, leading within a variety of foreign, public, and private equity ownership structures, strategic planning, culture and talent development, succession planning, enterprise risk management, operations, compliance, and corporate governance. We believe Mr. Perez’s extensive knowledge and background as a chief executive and director qualifies him to service on our board.

Anthony Zook | Age: 63 | Board Member and Chair of the Culture and Compensation Committee

Mr. Zook has served as a director since June 2023. Mr. Zook served as Chief Executive Officer of Innocoll Pharmaceuticals, and prior to that Mr. Zook was Executive Vice President, Commercial Operations of AstraZeneca (AZ) where he held global P&L responsibility for all of AZ's brands and markets. Under Mr. Zook's leadership, AZ commercialized ten brands, each in excess of $1 billion in sales. Mr. Zook was also responsible for MedImmune, AZ's global biologics business. He also chaired the Commercial Investment Board, which identified and approved critical investments company-wide, including investments in plants, markets, and technology. Earlier in his career at AZ, Mr. Zook held various positions including CEO of North America and VP of Sales, where he helped lead the integrations of Astra US, Astra Merck, and Zeneca. Prior to joining AZ, Mr. Zook spent 14 years with Berlex Laboratories in a variety of positions.

Skills and Qualifications

Mr. Zook has significant experience as a brand and marketing executive with a focus on managing the interface between commercial and research and development aspects of an organization. Mr. Zook has served as a Chief Executive Officer of a large pharmaceutical company with global responsibilities, has significant sales and marketing experience, as well as operational and oncology experience. Because of Mr. Zook's industry knowledge, we believe Mr. Zook is well qualified to serve on our Board.

Elizabeth Floegel | Age: 48 | Board Member

Ms. Floegel has served as a director since June 2023. Ms. Floegel is Chief Information & Digital Officer of Numotion and manages a significant digital and cybersecurity transformation with the strategic use of data and technology to drive value creation by creating efficient and compliant operations. Before joining Numotion, Ms. Floegel was the Global Vice President of Business Technology at Allergan (now part of Abbvie) where she led the technology portfolio across global commercial, retail, digital products, and marketing. Prior to Allergan, Ms. Floegel was Head of Commercial and Digital Technology for Regeneron Pharmaceuticals and Global Vice President of Commercial Technology for Baxter Healthcare. Ms. Floegel holds an MBA from Benedictine University.

Skills and Qualifications

Ms. Floegel has a track record for successfully leading technology and organizational transformation in highly matrixed environments. She has extensive experience in cybersecurity, data privacy, automation, compliance technology and digital technology transformation. Because of her experience and knowledge, we believe Ms. Floegel is well qualified to serve on our Board.

Dr. Neil Gunn | Age: 63 | Board Member and Chair of the Innovation, Pipeline & Technology Committee

Dr. Neil Gunn has served as a director since June 2023. Most recently, Dr. Gunn was the Chief Executive Officer of IDbyDNA, which was acquired by Illumina in 2022. Prior to that, Dr. Gunn was President of Roche Sequencing Solutions ("RSS"), where he grew the organization from early initial concepts to over 900 employees across three continents while integrating nine acquisitions into one with a common vision and strategy. Before RSS, Dr. Gunn was Head of Global Business for Roche Molecular Diagnostics and was responsible of the development and execution of strategic plan that launched over 140 major assay, instrument, and software launches over six years. Dr. Gunn’s earlier roles include Vice President Commercial Operations for CaridianBCT and Vice President of Commercial Operations - Americas for Novartis Diagnostics.

Skills and Qualifications

Dr. Gunn is a veteran diagnostics senior executive with expertise in company organization to maximize efficiencies with a focus on value generators to drive growth. Dr. Gunn has multi-year executive experience in multinational diagnostic companies and startups. He also has technical expertise in oncology diagnostics, next generation sequencing and other relevant technologies. Because of this experience and knowledge, we believe Dr. Gunn is well qualified to serve on our Board.

Audit and Finance Committee. The Audit and Finance Committee functions pursuant to a written charter adopted by the Board, a copy of which may be found at our website www.neogenomics.com under “Investors - Governance - Board Committees.” All Committee members are independent directors within the meaning of the applicable Nasdaq rules. The Audit and Finance Committee is appointed by the Board to assist with a variety of matters described in its charter, which include oversight of (1) the quality and integrity of our financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the Company’s enterprise risks, including but not limited to risks relating to the Company’s information technology use and protection, data governance, privacy, and cybersecurity, and the Company’s strategy to mitigate such risks, (4) the independent auditor’s qualifications and independence, (5) the performance of our internal audit function and independent auditors, and (6) working in coordination with the Compliance Committee of the Board, the implementation and effectiveness of the Company’s ethics and compliance program. The formal report of the Audit and Finance Committee is set forth beginning on page 22 of this Proxy Statement.

Compliance Committee. The Compliance Committee functions pursuant to a written charter adopted by the Board, a copy of which may be found at our website www.neogenomics.com under the heading "Investors - Governance - Board Committees." All committee members are independent directors within the meaning of the applicable Nasdaq rules. The Compliance Committee is responsible for overseeing the Company’s activities in the area of compliance with applicable laws and regulations related to our provision of medical-related services and assessing management’s implementation of the Company’s Corporate Compliance Program elements, including but not limited to the (1) adequacy and effectiveness of policies and procedures to ensure the Company’s compliance with applicable laws and regulations and all associated risk, (2) organization, responsibilities, plans, results, budget, staffing, and performance of the Company’s Compliance Department, including its independence, authority and reporting obligations, (3) reviewing and concurring in the appointment, replacement, reassignment, or dismissal of the Chief Compliance Officer and review of significant reports to management or summaries thereof regarding the Company's compliance policies, practices, procedures and programs, and management’s responses thereto, (4) monitoring of significant internal and external investigations of the Company's business, (5) monitoring of the Company’s implementation of actions in response to applicable legislative, regulatory, and legal developments, (6) Company’s Code of Conduct and written compliance policies and procedures that guide the Company and the conduct of its staff, (7) appropriate mechanisms for employees to seek guidance to report concerns, and (8) Company’s systems and processes designed to periodically assess the Company's compliance obligation and associated risks and efforts to promote an ethical culture.

Culture and Compensation Committee. The Culture and Compensation Committee functions pursuant to a written charter adopted by the Board, a copy of which may be found at our website www.neogenomics.com under the heading "Investors - Governance - Board Committees." All committee members are independent directors within the meaning of the applicable Nasdaq rules. The Culture and Compensation Committee is responsible for discharging the Board’s responsibilities relating to compensation of our Chief Executive Officer, other executive officers, and our directors and has responsibility for approving, recommending and/or evaluating all our compensation plans, policies and programs as they affect our executive officers. Specifically, the Culture and Compensation Committee is responsible for (1) reviewing and recommending to the full Board, or approving, compensation for Company executive officers and reviewing and recommending to the full Board compensation for Company directors, (2) monitoring and administering the Company’s compensation plans and other employee benefit plans, including incentive-based and equity-based plans and recommending amendments to these plans to the full Board, (3) reviewing and overseeing the Company's succession planning process for the Chief Executive Officer and other executive officers, and (4) reviewing key organizational culture and human capital management strategies to include employee development, diversity and inclusion, equal employment opportunity, and fair pay and benefit programs, workforce recruitment and retention initiatives, and related Human Resources policies, procedures and metrics. The Culture and Compensation Committee may delegate any or all responsibilities to a subcommittee or to one or more directors as it deems appropriate, provided that the Culture and Compensation Committee may not delegate any power or authority required by law, regulation or Nasdaq rule to be exercised by the committee as a whole. In addition, the Culture and Compensation Committee engaged an independent compensation consulting firm Willis Towers Watson (“WTW”), in 2023 to advise the Culture and Compensation Committee on peer development, market practices, industry trends, investor views, and benchmark compensation data related to executive officer and director compensation. In addition, WTW reviewed and provided the Culture and Compensation Committee with an independent perspective of management recommendations. These duties were consistent with those performed in prior years. For the year ending December 31, 2023, aggregate fees for WTW’s consulting services provided to the Culture and Compensation Committee were approximately $547,000, of which approximately $384,000 was related to review of executive compensation.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee functions pursuant to a written charter adopted by the Board, a copy of which may be found at our website www.neogenomics.com under the heading "Investors - Governance - Board Committees." All committee members are independent directors within the meaning of the applicable Nasdaq rules. Our Nominating and Corporate Governance Committee is responsible for (1) reviewing and evaluating the size, composition, function, and duties of the Board consistent with its needs; (2) establishing criteria for the selection of candidates to the Board and its committees and identifying individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by stockholders; (3) recommending to the Board director nominees for election at the next annual or special meeting of stockholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings; (4) recommending directors for appointment to Board committees; (5) making recommendations to the Board as to determinations of director independence; (6) overseeing the evaluation of the Board and its committees; (7) developing and recommending to the Board the Corporate Governance Guidelines for the Company and overseeing compliance with such Guidelines; and (8) overseeing the Company’s activities pertaining to ESG matters and investor engagement and communications. The Nominating and Corporate Governance Committee identifies and evaluates nominee candidates as described above under “Director Nominations.”

Innovation, Pipeline & Technology Committee. Formed in 2024, the Innovation, Pipeline & Technology Committee functions pursuant to a written charter adopted by the Board, a copy of which may be found at our website www.neogenomics.com under the heading "Investors - Governance - Board Committees." The Information, Pipeline & Technology Committee is appointed to assist the Board in overseeing technology development to ensure that the Company’s technology supports the Company’s business objectives and strategies, providing counsel to the Company’s senior management on strategic innovation and technology matters, including pipeline product development and related personnel development. Specifically, the Information, Pipeline & Technology Committee is responsible for (1) interacting with management and external advisors to develop insights and recommendations regarding the Company’s approach to pipeline development and technical and commercial innovation, including: (a) provide feedback and input to management to gain alignment between strategic commercial objectives and the Company’s product development pipeline, new technology innovations consistent with the strategic direction of the Company, (b) provide feedback and input to management in the identification, evaluation, and oversight of appropriate pipeline, technology, and product development investments; (c) provide feedback and input to management to prioritize medical, clinical innovative technology needs that can effectively be addressed by the Company; (d) provide feedback and input into the development of measurement and tracking methods for significant pipeline, product development and other innovation projects; (e) provide feedback and input to practices and procedures to ensure that the Company's existing and new product technologies are developed and commercialized according to proper safety, health and regulatory compliance principles; and (f) provide feedback and input into the assessment of new and existing intellectual property assets and risks; (2) supporting the recruitment and interacting with the Company's scientific advisory board; and (3) providing feedback and input regarding the Company's development of innovative new business models, strategies and tactics, especially in light of potential competitive products that are being developed or marketed by others in this field.

Stockholders may, at any time, communicate with the full Board or any individual member of the Board by mailing a written communication to NeoGenomics, Inc., 9490 NeoGenomics Way, Fort Myers, Florida 33912, Attention: Alicia Olivo, Corporate Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder, provide evidence of the sender’s stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. The Corporate Secretary will then forward such correspondence, without editing or alteration, to the Board or to the specified director(s) on or prior to the next scheduled meeting of the Board. The Board will determine the method by which such submission will be reviewed and considered. The Board may also request the submitting stockholder to furnish additional information it may reasonably require or deem necessary to sufficiently review and consider the submission of such stockholder. The Corporate Secretary's Office generally does not forward communications from stockholders that are not related to the duties and responsibilities of the Board, including junk mail, service complaints, employment issues, business suggestions, job inquiries, opinion surveys, and business solicitations.

The Board believes our executive compensation program, which is described in detail in the “Executive Compensation” section, is designed to balance the goals of attracting and retaining talented executives who are motivated to achieve our annual and long-term strategic goals, while keeping the program affordable and appropriately aligned with stockholder interests and business results. We believe that our executive compensation program accomplishes these goals in a way that is consistent with our purpose and core values, and the long-term interests of the Company and its stockholders. Our equity compensation (which is primarily awarded in the form of stock option awards, restricted stock, and performance-based restricted stock with stock price growth and 3-year revenue growth vesting criteria) is designed to build executive ownership, align the incentives of our Named Executive Officers with those of our stockholders, and focus them on achieving our long-term strategic goals (both financial and non-financial).

Our Board has authority to administer, interpret and implement the terms of the ESPP. The Board may delegate its powers under the ESPP to a committee of the Board composed of at least two members, each of whom may qualify as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act, and/or an “outside director” in accordance with Section 162(m) of the Code. References to the Board herein will mean the committee as well. The Board will have the discretion to set the terms of each offering in accordance with the provisions of the ESPP, to designate any subsidiaries of the Company to participate in the ESPP, to make all determinations regarding the ESPP, including eligibility, and otherwise administer the ESPP. Our Board has delegated administration of the ESPP to the Culture and Compensation Committee. In this summary, we use the term “our Board” to refer to the administrator of the ESPP.

A participant will not be required to recognize any income for federal income tax purposes either at the time the participant is granted an option (which will be on the first day of the offering period) or by virtue of the exercise of the option (which will take place on the last day of such offering period). The federal income tax consequences of a sale or disposition of shares acquired under the ESPP depend in part on the length of time the shares are held by a participant before such sale or disposition. If a participant sells or otherwise disposes of shares acquired under the ESPP (other than any transfer resulting from death) within two years after the first day of the applicable offering period or one year after the shares are acquired (the “Holding Period”), the participant must recognize ordinary compensation income in the year of such disposition in an amount equal to the excess of (i) the fair market value of the shares on the date such shares were acquired over (ii) the price paid for the shares by the participant. The amount of “ordinary” compensation income recognized by the participant will be added to the participant’s basis in such shares for purposes of determining any additional gain or loss realized by the participant on the sale of the shares. Any such additional gain or loss will be taxed as capital gain or loss, long or short, depending on how long the participant held the shares.

If a participant sells shares acquired under the ESPP after the Holding Period or if the participant dies, the participant or the participant’s estate must include as ordinary compensation income in the year of sale (or the taxable year ending upon death) an amount equal to the lesser of (i) the excess of the fair market value of the shares on the first day of the offering period over the option price (determined as if the option had been exercised on the first day of the offering period), or (ii) the excess of the fair market value of the shares at the time of sale of the shares or on the date of death over the price paid for the shares by the participant. Except in the case of a transfer as a result of death, the amount of ordinary income recognized by the participant will be added to the participant’s basis in such shares. Any gain realized upon the sale in excess of such basis will be taxed as a long-term capital gain. Any loss realized will be treated as long-term capital loss.

The ESPP Amendment will be approved if a majority of the votes cast by stockholders in person or via proxy with respect to this matter are cast in favor of this Proposal 3. If the stockholders do not approve the ESPP Amendment, it will not be implemented, but the Company reserves the right to adopt such other compensation plans and programs as it deems appropriate and in the best interests of the Company and our stockholders. The proposal to approve the ESPP Amendment is a “non-discretionary” or “non-routine” item, meaning that brokerage firms cannot vote shares in their discretion on behalf of a client if the client has not given voting instructions. Accordingly, if you hold your shares in street name and fail to instruct your broker to vote your shares for the proposal, your shares will not be counted as votes cast for the proposal and will have no effect on the outcome of this Proposal 3.

Although ratification of the appointment of our independent registered public accounting firm is not required by our Bylaws or otherwise, the Board is submitting the appointment of Deloitte & Touche LLP to our stockholders for ratification because we value the views of our stockholders. In the event that stockholders fail to ratify the appointment of Deloitte & Touche LLP, the Audit and Finance Committee will review its future selection of its independent registered public accounting firm. Even if the appointment is ratified, the ratification is not binding and the Audit and Finance Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our Company and our stockholders.

The Audit and Finance Committee operates under a written charter, which has been adopted by the Board. The Audit and Finance Committee charter governs the operations of the Audit and Finance Committee and sets forth its responsibilities, which include providing assistance to the Board with the oversight of (1) the quality and integrity of our financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the Company’s enterprise risks, including but not limited to risks relating to the Company’s information technology use and protection, data governance, privacy, and cybersecurity, and the Company’s strategy to mitigate such risks, (4) the independent auditor’s qualifications and independence, (5) the performance of our internal audit function and independent auditors, and (6) working in coordination with the Compliance Committee of the Board, the implementation and effectiveness of the Company’s ethics and compliance program. It is not the duty of the Audit and Finance Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. These responsibilities rest with management and the Company’s independent registered public accounting firm. In fulfilling its responsibilities, the Audit and Finance Committee has reviewed and discussed the audited consolidated financial statements of the Company for the year ending December 31, 2023, with management and Deloitte & Touche LLP.

Mr. Sherman joined NeoGenomics in December 2022 as the Company’s Chief Financial Officer. Prior to joining the Company, Mr. Sherman served as the Chief Financial Officer of Privia Health Group, Inc., a national physician enablement company that collaborates with medical groups, health plans, and health systems to optimize physician practices, improve patient experiences, and reward doctors for delivering high-value care. Prior to joining Privia, Mr. Sherman served as the Executive Vice President, Chief Financial Officer and Treasurer at HMS, a technology, analytics, and engagement solutions provider helping organizations reduce costs and improve health outcomes, from 2014 to 2021. Mr. Sherman was part of the team that helped drive significant improvement in operating performance at HMS during his tenure and led the process which resulted in a sale to Veritas-backed, Gainwell Technologies for $3.4 billion in April 2021. Prior to that, Mr. Sherman served as Executive Vice President and Chief Financial Officer of AccentCare, a healthcare delivery organization, from 2013 to 2014. Mr. Sherman previously served as Executive Vice President and Chief Financial Officer of Lifepoint Hospitals, Inc. from 2009 to 2013. His experience also includes senior finance positions with Tenet Healthcare Corporation including Treasurer, and Divisional and Hospital CFO roles. Mr. Sherman holds a bachelor’s degree in Finance/Accounting from the University of Colorado, Boulder and an MBA from the University of Southern California.

Mr. Aunan joined NeoGenomics in April 2023 as the Company’s Senior Vice President, Accounting and Treasury. In May 2023, Mr. Aunan’s title changed to Chief Accounting Officer. Prior to joining the Company, Mr. Aunan served as Senior Vice President and Chief Accounting Officer of HMS Holdings Corp. from June 2015 to July 2021. Prior to his time with HMS, Mr. Aunan served as Chief Financial Officer of the international law firm Locke Lord LLP from March 2013 to December 2014. Prior to that time, Mr. Aunan was at KPMG LLP from 1996, where he served as an audit partner from 2008 to February 2013. Mr. Aunan has over 20 years of progressive accounting and auditing experience with focus in consumer markets and retail sectors. He is a licensed Certified Public Accountant and holds an M.B.A. from Drake University and a B.B.A. from the University of Iowa.

Ms. Harris joined NeoGenomics in December 2022 as the Company’s President, Enterprise Operations. Prior to joining the Company, from 2018, Ms. Harris was President and Chief Operating Officer for SomaLogic, Inc., a protein biomarker discovery and clinical diagnostics company. At SomaLogic, Ms. Harris had profit and loss responsibility for the company’s commercial, product and global operations, along with its marketing, regulatory, IT, legal and human resources departments. In addition, she led the transition of the company into a public company. Prior to SomaLogic, Ms. Harris held executive positions in the healthcare space for Qualcomm Life and HealthyCircles. At Qualcomm, Ms. Harris led corporate deals and M&A transactions and worked extensively across Qualcomm in leading the integration efforts of those acquisitions. Ms. Harris has led deals across the healthcare spectrum including with Merck, Telus Health Solutions, United Health Group, Novartis, Surescripts, CVS and the American Heart Association. Prior to HealthyCircles, Ms. Harris held a variety of other executive leadership roles, including president of an international consumer-focused brand management firm, and executive vice president of an international software development and consulting firm in the broadcasting space. Ms. Harris has served in multiple community and public roles including as a trustee of Metropolitan State University of Denver, director of the Stapleton Development Corporation, member of two Colorado gubernatorial transition committees, policy advisor to Denver Mayor Michael Hancock and member of his transition team, and energy policy advisor and lead writer of the Bill Ritter for Governor campaign’s New Energy Economy white paper in 2006. Ms. Harris holds a BA, cum laude, in Political Science from the University of Denver and a JD, cum laude, from the Harvard Law School.

Mr. Stone joined NeoGenomics in November 2022 as the Company’s President, Clinical Services. Prior to joining the Company, from 2020 to 2022, Mr. Stone was President, Commercial Americas for Ortho Clinical Diagnostics, a leading global provider of in-vitro diagnostics solutions to the clinical laboratory and transfusion medicine communities. Prior to Ortho Clinical, from 1992 to 2020, Mr. Stone served in various roles, at MillisporeSigma (formerly EMDMillipore), the Life Science business of Merck KGaA Darmstadt, Germany, and a leading provider of laboratory materials, technologies and services to scientists and engineers in the U.S., Canada and Latin America. His roles included Senior Vice President, Research Commercial Americas (Life Science Division) from 2016 to 2020, and Vice President of Sales North America (Life Science division) from 2014 to 2015. Prior to that role, Mr. Stone served as General Manager and Vice President of Lab Essentials based in Germany, where he led the global transformation to Advanced Analytics from 2012 to 2014. Mr. Stone holds an MBA from Suffolk University.

Mr. Sikri joined NeoGenomics in May 2022 as the Company’s President and Chief Commercial Officer, Inivata Division. In June 2022, he was appointed President, Pharma Services and President and Chief Commercial Officer, Inivata. Subsequently, in January 2023, he was appointed President, Advanced Diagnostics. Prior to joining the Company, from 2021 to 2022, Mr. Sikri held various roles for Invitae Corp., including President of Oncology and Senior Vice President of Oncology Product Strategy and Management. Prior to Invitae, from 2017 to 2021, Mr. Sikri served as U.S. General Manager of Biocartis, a commercial stage molecular diagnostics company. Mr. Sikri also served as Vice President of Commercial Operations for Sysmex Inostics, a biotechnology company specializing in blood-based cell-free tumor DNA oncology testing services, from 2007 to 2010. Prior to Sysmex Inostics, Mr. Sikri held multiple positions at Abbott Diagnostics. Mr. Sikri received a BS from Beloit College, an MS from the University of Wisconsin-Madison, and an MBA from Loyola University of Chicago Graduate School of Business.

Each of our independent directors is entitled to receive compensation for the director's service on the Board. Our Culture and Compensation Committee reviews our independent director compensation program on an annual basis with its independent advisor, including a review of the director compensation programs of our executive compensation peers. Any recommended changes to the program are then presented to the independent members of our Board for their consideration and approval. We aim to provide a competitive compensation program to attract and retain high quality directors. For 2023 planning, we again engaged our independent advisor, WTW, to review market data and competitive information on the compensation for our directors. For service as a director during 2023, each independent director received annual compensation of $50,000. The independent director appointed as Chair of the Board received additional annual compensation of $62,500. In addition, independent directors who serve on committees received the following compensation:

Executive compensation decisions made by the Culture and Compensation Committee in 2023 reflected the events noted above as well as the macro environment. The annual incentive plan outcome for fiscal 2023 was determined in the first quarter of 2024 based on Company performance and the performance of our executive officers. Separate from the company-wide financial and individual performance outcomes, the Culture and Compensation Committee approved a corporate performance score of 98% of target (“the Corporate Performance Score”) based on performance relative to our strategic critical success factors. Annual focus areas are established each year to align with our strategic critical success factors. In 2023, our focus areas included: profitability grow our core business; accelerate Advanced Diagnostics; enhance our people and culture; and drive value creation. Measurement against the achievement of these focus areas provides for continuous alignment with our common purpose and vision. Payments varied by Named Executive Officer, reflecting the individual’s performance objectives and achievements for the year relative to each Named Executive Officer’s goals. The Culture and Compensation Committee believes that the compensation of our Named Executive Officers for 2023 aligned with both our performance in 2023 and the objectives of our executive compensation policies.


Metric	How we Use it	Why it Matters
Revenue	Financial metric	Our vision is to be the world’s leading cancer testing, information, and decision support company by providing uncompromising quality, exceptional service, and innovative solutions. Increases in revenue through the execution of strategic opportunities aligns management performance with the achievement of that vision and stockholder value realization.
Adjusted EBITDA	Financial metric	We continue to seek profitable growth to achieve outstanding performance for our stockholders. Adjusted EBITDA focuses our management team on balancing the profitability of our ongoing operations with the implementation of strategic initiatives to provide for future growth.
Strategic Critical Success Factors	Company metric	We believe that a culture of motivated and engaged employees will deliver superior service to our clients, leading to customer satisfaction and retention, which will continue to increase stockholder value. Annual focus areas are established each year to align with our strategic critical success factors. In 2023, our focus areas included: profitably grow our core business; accelerate Advanced Diagnostics; enhance our people and culture; and drive value creation. Measurement against the achievement of these focus areas provides for continuous alignment with our common purpose and vision.
Individual Performance	Individual metric	Each executive that participates in the Management Incentive Plan (“MIP”) plays a unique role in the Company’s strategic objectives. Including individual performance goals for each executive that are in line with the executive’s major responsibilities ensures that incentive payments relate to both Company performance as well as individual performance.


Element	Purpose	Key Features
Base Salary	Provide competitive baseline compensation for role	•Fixed cash compensation •Amounts informed by levels in the market, taking account of the role, scope of the position, experience, performance and strategic criticality •As a starting point, we review market median benchmark ranges, and position against that range based on a variety of factors, including performance, criticality, unique skills, experience, and other relevant factors
Annual Incentive	Reward for the achievement of both NeoGenomics and individual performance during the year	•Variable cash compensation •Target opportunity informed by levels in the market •Actual value based on financial performance, company-defined critical strategic success factors and the executive’s performance against individual objectives
Long-Term Incentives	Align with the long-term interests of NeoGenomics, our stockholders and our employees, while rewarding long-term sustainable value creation and driving retention	•Grants of stock option awards, restricted stock awards and performance share units generally made annually to Named Executive Officers •Variable equity-based compensation •Target opportunity informed by levels in the market •Options require stock price appreciation to yield value •Restricted stock and options have three-year ratable vesting, options have a ten-year term and performance share/stock units have 3-year growth vesting targets

Compensation Best Practices

What We Do:

What We Avoid:

Pay for performance

No tax gross-ups on any change-in-control benefits

Deliver majority of executive compensation in the form of variable or performance-based pay

No hedging or pledging of NeoGenomics stock

Align annual performance objectives with our strategy

No excessive perquisites, benefits, or pension payments

Conduct annual assessment of Chief Executive Officer pay versus performance

No reloading or repricing of stock option awards

Take into consideration the compensation levels of a relevant peer group of companies when setting compensation

No option grants with an exercise price below fair market value

Cap payout opportunities under our incentive plans

Impose share ownership and retention requirements

Impose clawback policy

Limit change-in-control benefits to double trigger

Solicit an annual ‘say on pay’ vote

Engage an independent compensation consultant


Quarter			Typical Meeting Topics
Q1			•Setting compensation for Company executive officers, including the review and approval of executive benchmarking and pay recommendations, salary adjustments, annual bonus payouts, and long-term incentive award values; •Approve annual company and individual performance goals for the year ahead; •Assess compliance versus stock ownership guidelines; •Review historical equity awards and resulting burn rates; and •Engage in various stockholder outreach and engagement activities.
Q2			•Review and finalize compensation discussion and analysis section of the proxy statement; and •Monitor the Company’s incentive and equity-based compensation plan, including the review and approval of annual equity grants. •Review and finalize Board of Director compensation with guidance from WTW, our independent outside compensation consultant.
Q3			•Review and discuss proxy advisor reports and any other investor feedback; •Receive update on legislative, regulatory and governance environments; •Review current compensation philosophy and benchmark against our peers various elements of compensation, including organizational culture programs and practices pertaining to diversity, equity and inclusion; and •Review Culture and Compensation Committee charter.
Q4			•Conduct annual peer group review; •Undertake Culture and Compensation Committee self-evaluation; •Discuss potential compensation design enhancements and review planning timeline; and •Succession planning.

As a result of the Securities and Exchange Commission's final clawback rule adopted in October 2022, the Company adopted a clawback policy in compliance with applicable rules and regulations of the Securities and Exchange Commission and Nasdaq listing requirements (the "Clawback Policy"). The Clawback Policy provides that, in the event of an "Accounting Restatement" (as defined in the Clawback Policy), the Company shall reasonably promptly recover any incentive-based compensation received by any "Executive Officer" (i.e. any Section 16 officer who served during the performance period applicable to the Accounting Restatement), subject to limited exceptions to the extent permitted by Nasdaq listing standards. Incentive compensation subject to recoupment under the Clawback Policy generally includes the excess of the amount of incentive-based compensation received by any Executive Officer during the three completed fiscal years immediately preceding the "Accounting Restatement Date" (as defined in the Clawback Policy) over the amount of incentive-based compensation that would have been received by the Executive Officer had such compensation been determined based on restated amounts in the Accounting Restatement.


Feedback Category	Specific Stockholder Commentary	Company Response

General Proxy-related	•Discuss stockholder outreach initiatives throughout proxy disclosures	•Included herein, and embedded throughout our broad proxy and CD&A commentary. •Many new leaders joined NeoGenomics in late 2022 and throughout 2023, which created a discernible upgrade in talent to sustainably run a complex organization. •Stockholders we engaged with were pleased to learn about leadership effectiveness directly from a Board member's perspective.
	•Enhance understanding regarding Board member qualifications and refreshment	•Board Skills and Competencies Matrix now includes additional qualifications for Board members, including a focus on public company board experience and strategic competencies within the Cancer Diagnostics industry. •Stockholders were supportive of our Board refreshment approach, 10-year term limit guideline, and 2023 Board appointments.
	•Share actions around executive leadership transition planning	•Stockholders were supportive of succession planning and employee development, given that it is prevalent deeper than executive leadership.
Compensation	•Changes to executive compensation mid performance period	•There were no mid-year changes to compensation packages in 2023.
	•Increase emphasis of performance-based metrics in both annual bonus and long-term compensation	•The new annual bonus model features an increased focus on organizational-wide financials (revenue and AEBITDA) and strategic objectives (reduced weighting on individual performance). The shareholders we engaged were supportive of our short-term incentive plan changes. •2023 equity grants featured a PSU component (1/3 PSUs, 1/3 Options, 1/3 RSUs) tied to 3-year stock-price growth. There was generally positive feedback from investors on the addition of performance-based equity, though there is a preference for 50% of grants to be performance-based (there are inconsistent views on whether stock options are considered performance-based or purely time-based awards). •The PSU component for 2024 equity grants will feature both a stock-price growth metric as well as NeoGenomics revenue growth (both as measured over a 3-year period).
	•Ensure market-competitive and business success-driven CEO compensation	•Several stockholders expressed interest in executive compensation being benchmarked against performance relevant to peers. •Company turnaround/transformation outcomes will continue to drive variable cash compensation. Strong performance in 2023 directly contributed to named executive officer cash compensation above target, consistent with market norms.
Environmental, Social, Governance	•Governance	•Positive feedback from investors regarding continued refinement of our Board Skills Matrix to align each Board member’s expertise against our core strategic objectives. Leveraged Board Skills Matrix to address future business needs and target complimentary skills and competencies in our new Directors.
	•Sustainability	•We published our inaugural company Sustainability Report in March 2024 as a baseline and will continue to add additional disclosures going forward. We plan to report our information to EcoVadis and have our reduction targets validated by SBTI. •For further information on our future focus areas driven by business materiality and growth objectives, see our ESG and Sustainability Statement available under the Corporate Governance section of our website.
	•Social Focus	•Strengthened and introduced culture integration and engagement initiatives around diversity, equity, inclusion and belonging with the launch of our DEI&B Council. •Introduced new Leadership Attributes to augment our Core values, focused on driving the behaviors necessary to progress our business forward. •Our 2023 Employee Engagement Survey showed an increase in employee satisfaction and employee happiness, which are reflected in a decrease in voluntary employee turnover during the year.

The following graph shows the relationship of Mr. Smith, our Chief Executive Officer’s, total compensation as set forth in the 2023 Summary Compensation Table and the change in stock price for the three years ended December 31, 2020, 2021, and 2022 (annualized) as compared to the companies included in our peer group, as defined above. Data for the most recent year ended December 31, 2023, was not used in this graph as the Chief Executive Officer compensation was not available for this period for all companies presented. As previously highlighted throughout this report, Mr. Smith was brought in as Chief Executive Officer in 2022 as part of a significant leadership and business transition. The turnaround impact needed to structure the organization optimally and drive business outcomes dictated the need for the referenced Chief Executive Officer compensation.

The chart below presents the cumulative total return to our stockholders of $100 during the period from December 31, 2018, through December 31, 2023, in comparison to the cumulative return on the S&P 500 Index and the Nasdaq Biotechnology Index (^NBI). The Nasdaq Biotechnology Index has been selected for this comparison because the Company is traded on the Nasdaq exchange, and it is considered to be the most suitable comparative index. The customized peer group is reflective of five publicly traded companies during that same period. The peer group is made up of Invitae Corporation, Exact Sciences Corporation, Laboratory Corporation of America Holdings, Natera, Inc., and Quest Diagnostics, Inc. Several of our closest competitors are part of large pharmaceutical or other multi-national firms, or are privately held and, as such, we are unable to obtain financial information for them.

Performance targets are generally set in the first quarter at the time of the Board’s annual budgeting session to ensure that our executives’ compensation opportunities are aligned with our short and long-term strategic goals. The performance targets are designed to reward achievement of specific financial, strategic (referred to as our “Strategic Critical Success Factors”) and individual performance goals. We use an annual performance management process for our executives to assess individual performance, as well as a variety of distinct performance metrics that are shared among the executive team. As part of this process, each executive, including our Named Executive Officers, establishes the executive's performance goals with input and approval from the Chief Executive Officer. Shared performance metrics are reviewed and approved by the Culture and Compensation Committee.

In the first quarter of 2023, the Culture and Compensation Committee approved the performance metrics and associated goals for the 2023 annual incentive plan. Consistent with prior years, corporate performance was tied to financial performance (revenue and Adjusted EBITDA) and our Strategic Critical Success Factors. For 2023, the weighting of these financial measures has intentionally increased. All participants, including the Named Executive Officers, also had a component of their annual cash bonus contingent on individual performance. The relative weightings reflect the role of each Named Executive Officer and the areas on which they are able to have the most influence and impact. The inclusion of a shared corporate performance component reflects the importance of our senior management working collectively as a team and across the broader organization to deliver results and their shared accountability to our stockholders.

Named Executive Officer

Key Achievements

Individual
Performance
Factor Weighting
(% of annual salary)

Christopher Smith

Developed a short and long-term sustainable strategy and approach to strong fiscal performance with favorable outcomes in 2023, drove cost opportunities to enable targeted re-investment and emphasized our customer and patient-first mindset. Oversaw introduction of a robust succession planning approach across various leadership levels.

Jeffrey Sherman

Implemented significant improvements across all key financial metrics, including cash flow operations, cost savings initiatives and oversaw key improvements in core financial and analytical capabilities.

Melody Harris

Drove critical targeted outcomes across lab operations, especially in the area of turnaround time, introduced and stabilized leadership and people operations, strong progress evidenced within our procurement and logistics environment.

Warren Stone

Delivered exceptional financial results and strong customer retention across the clinical division, established robust sustainable clinical strategy and comprehensive go-to-market design.

Vishal Sikri

Pharma business results were below plan for 2023, integrated R&D into the Advanced Diagnostics business and starting to see the benefits in that collaboration and leadership.

Annual 2023 long-term incentive (“LTI”) awards to our Named Executive Officers were made in the form of a combination of stock option awards, time-based restricted stock and/or performance-based restricted stock units subject to a market condition (the “Performance Stock”). This directly reflects our strategy and, in turn, our compensation philosophy by delivering an appropriate balance of retention and motivation to deliver strong strategic performance, with a view to long-term value creation for our stockholders. In addition to the performance share units which were introduced in 2023 and represent a performance-based incentive, the Culture and Compensation Committee views stock option awards as a performance-based incentive given the inherent requirement for stock price appreciation for awards to yield value. The Culture and Compensation Committee also considers it appropriate to grant restricted stock awards and performance share units to our Named Executive Officers to drive performance outcomes and align with market practice. This aligns with one of the goals of our compensation philosophy, which is to attract and retain our highly skilled management team.

The amount of LTI awards granted to each Named Executive Officer is determined based on individual performance, potential future contributions, market competitiveness, and other factors. Our Culture and Compensation Committee reviews our LTI awards against LTI awards of our peer group and also reviews the overall total compensation of our executive officers against our peer group. On average, annual LTI grant awards for our Named Executive Officers position their overall compensation competitively versus values of our peer group, in cases where there are comparable positions at the peer companies. Stock options and restricted stock awards generally vest ratably over three years from the date of grant, starting on the first anniversary of the date of grant subject to continued employment with the Company. The performance shares units vest over three years from the date, based on the achievement of pre-determined metrics with the final year's measurement being the only measurement period where achievement above target is possible, and subject to continued employment with the Company. Further details of the awards granted to each of our Named Executive Officers are described under the section “Narrative Disclosure to the Summary Compensation Table and the Grants of Plan Awards Table” of this Proxy Statement.


Name and Principal Position	Year	Salary ($)	Bonus(1) ($)	Stock Award(2) ($)	Option Award(2) ($)	Non-Equity Incentive Plan Compensation(3) ($)	All Other Compensation(4) ($)	Total ($)
Christopher Smith Director and Chief Executive Officer	2023	1,000,000	—	5,986,768	2,816,870	1,850,000	12,308	11,665,946
	2022	346,154	—	7,600,000	4,250,000	455,438	2,146,930	14,798,522
	2021	—	—	—	—	—	—	—
Jeffrey Sherman Chief Financial Officer	2023	525,000	—	1,619,944	762,214	627,000	13,200	3,547,358
	2022	16,154	250,000	1,500,000	1,500,000	—	—	3,266,154
	2021	—	—	—	—	—	—	—
Melody Harris President, Enterprise Operations	2023	525,000	—	1,880,389	1,413,551	532,700	342,585	4,694,225
	2022	—	—	—	—	—	—	—
	2021	—	—	—	—	—	—	—
Warren Stone President, Clinical Services	2023	525,000	—	1,030,398	563,383	546,800	343,669	3,009,250
	2022	40,385	350,000	1,000,000	1,000,000	—	—	2,390,385
	2021	—	—	—	—	—	—	—
Vishal Sikri President, Advanced Diagnostics	2023	528,635	—	880,390	414,251	535,300	13,200	2,371,776
	2022	294,231	500,000	1,250,000	1,250,000	255,000	12,750	3,561,981
	2021	—	—	—	—	—	—	—


Named Executive Officer	Equity Incentive Plan Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan(1) ($)			Estimated Future Payouts Under Equity Incentive Plan(2) (#)			All Other Stock Awards: Number of Shares of Stock or Units (#)		Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price per Share of Option Awards ($)	Grant Date Fair Value of Stock and Option Awards(3) ($)
		Threshold	Target	Maximum	Threshold	Target	Maximum

Christopher Smith Director and Chief Executive Officer	5/11/23	—	1,000,000	2,000,000	—	—	—	144,190		—	—	2,833,334
	5/11/23	—	—	—	—	—	—	—		269,841	19.65	2,816,870
	5/11/23	—	—	—	72,095	144,190	216,285	—		—	—	3,153,435
Jeffrey Sherman Chief Financial Officer	5/11/23	—	367,500	735,000	—	—	—	39,016		—	—	766,664
	5/11/23	—	—	—	—	—	—	—		73,016	19.65	762,214
	5/11/23	—	—	—	19,508	39,016	58,524	—		—	—	853,280
Melody Harris President, Enterprise Operations	1/01/23	—	315,000	630,000	—	—	—	108,225		—	—	999,999
	1/01/23	—	—	—	—	—	—	—		201,613	9.24	999,300
	5/11/23	—	—	—	—	—	—	21,204		—	—	416,659
	5/11/23	—	—	—	—	—	—	—	—	39,683	19.65	414,251
	5/11/23	—	—	—	10,602	21,204	31,806	—		—	—	463,731
Warren Stone President, Clinical Services	5/11/23	—	315,000	630,000	—	—	—	28,838		—	—	566,667
	5/11/23	—	—	—	—	—	—	—		53,969	19.65	563,383
	5/11/23	—	—	—	10,602	21,204	31,806	—		—	—	463,731
Vishal Sikri President, Advanced Diagnostics	5/11/23	—	321,600	642,600	—	—	—	21,204		—	—	416,659
	5/11/23	—	—	—	—	—	—	—		39,683	19.65	414,251
	5/11/23	—	—	—	10,602	21,204	31,806	—		—	—	463,731

Mr. Smith’s employment agreement and subsequent amendment to the employment agreement was entered into on August 15, 2022 and, pursuant to such agreement, Mr. Smith was entitled to an initial base salary of $1.0 million and a target annual incentive bonus equal to 100% of his base salary. Mr. Smith was also entitled to a relocation benefit of up to $1.2 million, which was grossed up for tax purposes so that the economic benefit was the same as if such payment or benefits were provided on a non-taxable basis. Mr. Smith is also eligible to participate in our employee benefit plans. Further, Mr. Smith received a sign-on inducement equity award worth approximately $11.85 million, which included an annual equity award of $8.5 million, and a sign-on equity award of $3.35 million and consisted of $7.6 million of restricted shares and $4.25 million of stock options. $4.25 million of the restricted shares and the stock options each vest ratably over a period of four years from the date of grant, subject to Mr. Smith’s continued employment through each applicable vesting date. The remaining $3.35 million of restricted shares vest on the fourth anniversary of the grant date subject to Mr. Smith’s continued employment through the vesting date.

Mr. Sherman’s employment agreement was entered into effective December 7, 2022 and, pursuant to such agreement, Mr. Sherman was entitled to an initial base salary of $525,000 and a target annual incentive bonus equal to 70% of his base salary. Mr. Sherman was also entitled to receive a cash sign-on bonus of $250,000 and is eligible to participate in our employee benefit plans. Further, Mr. Sherman received a sign on equity award worth approximately $3.0 million in the form of an inducement award, $1.5 million of which is in the form of restricted stock and $1.5 million of which is in the form of stock options. $1.0 million of the restricted stock portion of the award is Performance Stock and was triggered based on a market condition of at least a 20% increase in the Company’s absolute total stockholder return (the “Absolute TSR Goal”) in the 12-month period commenced December 7, 2022 and ending on December 6, 2023. Given that this market condition was met, the Performance Stock will vest in four equal annual installments beginning on December 7, 2023, subject to Mr. Sherman’s continued employment through each applicable vesting date. The remaining $500,000 of restricted stock and the $1.5 million of stock options granted will vest in four equal annual installments, subject to Mr. Sherman’s continued employment through each applicable vesting date.

Ms. Harris' employment agreement was entered into on November 14, 2022 and, pursuant to such agreement, Ms. Harris was entitled to an initial base salary of $525,000 and a target annual incentive bonus equal to 50% of her base salary. Ms. Harris was also entitled to a relocation benefit of up to $250,000, which was grossed up for tax purposes so that the economic benefit was the same as if such payment or benefits were provided on a non-taxable basis. Ms. Harris is also eligible to participate in our employee benefit plans. Further, Ms. Harris received a sign-on equity award of $2.0 million that consisted of $1.0 million of restricted shares and $1.0 million of stock options, each vesting ratably over a period of four years from the date of grant, subject to Ms. Harris' continued employment through each applicable vesting date.

Mr. Stone’s employment agreement was entered into as of November 2, 2022 and, pursuant to such agreement, he was entitled to an initial base salary of $525,000 and a target annual incentive bonus equal to 50% of his base salary. Mr. Stone was also entitled to a relocation benefit of up to $250,000, which was grossed up for tax purposes so that the economic benefit was the same as if such payment or benefits were provided on a non-taxable basis. Mr. Stone was also entitled to receive a cash sign-on bonus of $350,000 and is eligible to participate in our employee benefit plans. The employment agreement also provided that he receive an equity grant in the amount of $2.0 million which consisted of $1.0 million of restricted shares and $1.0 million of stock options, each vesting ratably over a period of four years from the date of grant, subject to Mr. Stone’s continued employment through each applicable vesting date.

Mr. Sikri’s employment agreement was entered into as of May 23, 2022 and, pursuant to such agreement, he was entitled to an initial base salary of $510,000 and a target annual incentive bonus equal to 50% of his base salary. The employment agreement also provided a 100% payout of Mr. Sikri’s annual incentive bonus for 2022. Mr. Sikri was also entitled to receive a cash sign-on bonus of $500,000 and is eligible to participate in our employee benefit plans. The employment agreement also provided that he receive a new-hire equity grant and additional equity grant in the amounts of $1.1 million, and $445,000, respectively. The value of these awards was split equally between restricted shares and stock options, with each vesting ratably over a period of two years from the date of grant, subject to Mr. Sikri’s continued employment through each applicable vesting dates. In addition, the employment agreement provided that he receive an additional equity grant in the amount of $1.0 million, split equally between restricted shares and stock options, vesting ratably over a period of four years from the date of grant, subject to Mr. Sikri’s continued employment through each applicable vesting date.


Stock Option Awards								Restricted Stock Awards
Name and Principal Position	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock that have not Vested(1) ($)

Christopher Smith Director and Chief Executive Officer	8/15/22	173,611	520,833	(2)	—	12.62	8/15/29	252,576	4,086,680	(3)
	8/15/22	—	—		—	—	—	265,452	4,295,013	(6)
	5/11/23	—	269,841	(7)	—	19.65	5/11/30	144,190	2,332,994	(8)
	5/11/23	—	—		—	—	—	144,190	2,332,994	(10)


Jeffrey Sherman Chief Financial Officer	12/05/22	62,292	186,877	(2)	—	11.62	12/05/29	33,453	541,270	(3)
	12/05/22	—	—		—	—	—	66,905	1,082,523	(9)
	5/11/23	—	73,016	(7)	—	19.65	5/11/30	39,016	631,279	(8)
	5/11/23	—	—		—	—	—	39,016	631,279	(10)

Melody Harris President, Enterprise Operations	1/01/23	—	201,613	(2)	—	9.24	1/01/30	108,225	1,751,081	(3)
	5/11/23	—	39,683	(7)	—	19.65	5/11/30	21,204	343,081	(8)
	5/11/23	—	—		—	—	—	21,204	343,081	(10)

Warren Stone President, Clinical Services	12/01/22	41,528	124,585	(2)	—	11.21	12/01/29	66,905	1,082,523	(3)
	5/11/23	—	53,969	(7)	—	19.65	5/11/30	28,838	466,599	(8)
	5/11/23	—	—		—	—	—	21,204	343,081	(10)



Vishal Sikri President, Advanced Diagnostics	6/01/22	31,328	93,985	(2)	—	8.42	6/01/29	44,537	720,609	(3)
	6/01/22	96,899	96,900	(4)	—	8.42	6/01/29	44,537	720,609	(5)
	5/11/23	—	39,683	(7)	—	19.65	5/11/30	21,204	343,081	(8)
	5/11/23	—	—		—	—	—	21,204	343,081	(10)

To determine the median employee compensation, we analyzed all of NeoGenomics’ employees, excluding the Chief Executive Officer, including all active full-time, part-time, and per diem employees. We annualized wages and salaries for employees that were not employed for the full year. We used annualized total gross amount of salary, wages, and other compensation, which—depending on the individual—could include items such as commissions, bonuses, overtime pay, and shift differentials as the compensation metric to determine the median employee. It is important to note that the timing of bonus payments under the Performance Incentive Plan has been adjusted. For the fiscal year 2023, half of the Performance Incentive Plan bonus was paid during the year, representing half of the target amount. The remaining half, along with adjustments based on company performance, will be paid in the subsequent fiscal year. The compensation measure excluded the following pay elements: (i) grant date fair value of any stock awards granted; (ii) Company-paid 401(k) match; and (iii) Company-paid health insurance premiums. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our Chief Executive Officer in the Summary Compensation Table.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

While NeoGenomics utilizes several performance measures to align executive compensation with our performance, all of those NeoGenomics measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, NeoGenomics is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Further details on these measures and how they feature in our compensation plans can be found in our Compensation Discussion & Analysis beginning on page 27.

(1)The number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60 days of March 25, 2024, through the exercise of any stock option or other right. As of March 25, 2024, 127,665,638 shares of the Company’s common stock were outstanding. The information in the table is based upon information supplied by executive officers and directors and Schedules 13G. and amendments thereto, filed with the SEC. The address of all of our executive officers and directors is in care of NeoGenomics, Inc. at 9490 NeoGenomics Way, Fort Myers, Florida 33912.

To have a proposal intended to present at our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) considered for inclusion in the Proxy Statement and form of proxy relating to that meeting, a stockholder must deliver written notice of such proposal in writing to the Corporate Secretary at our corporate headquarters no later than December 6, 2024 (unless the date of the 2025 Annual Meeting is not within 30 days of May 23, 2025, in which case the proposal must be received no later than a reasonable period of time before we begin to print and send our proxy materials for our 2025 Annual Meeting). Such proposal must also comply with the requirements as to form and substance established by the SEC for such a proposal to be included in the Proxy Statement. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. In addition, to comply with the SEC's universal proxy rules, stockholders who intend to solicit proxies for the 2025 Annual Meeting in support of director nominees other than the Company's nominees must provide notice to the Company that sets forth the information required by Exchange Act Rule 14a-19 no later than March 24, 2025.

If a stockholder wishes to present a proposal at the 2025 Annual Meeting (including any nomination of a candidate for election to our Board), but does not wish to have the proposal or nominee considered for inclusion in the Proxy Statement and form of proxy in accordance with Exchange Act Rule 14a-8, the stockholder must give written notice to the Corporate Secretary at our corporate headquarters. Our Corporate Secretary must receive the notice not less than 90 days nor more than 120 days prior to May 23, 2025 (or no later than February 22, 2025 and no earlier than January 23, 2025), the anniversary date of the 2024 Annual Meeting; provided, however, that in the event that the 2025 Annual Meeting is called for a date that is not within 30 days before or after May 23, 2025, notice by the stockholder in order to be timely must be received not later than the close of business on the 10th day following the day on which notice of the date of the 2025 Annual Meeting was mailed or public disclosure of the date of the 2025 Annual Meeting was made, whichever first occurs. The proposal must also comply with the other requirements contained in our Bylaws.

The Audit and Finance Committee is responsible for reviewing related party transactions. Related party transactions are transactions that involve the Company’s directors, executive officers, director nominees, 5% or more beneficial owners of the Company’s common stock, immediate family members of these persons, or entities in which one of these persons has a direct or indirect material interest. Transactions that are reviewed as related party transactions by the Audit and Finance Committee are transactions that involve amounts exceeding $120,000 and that would otherwise be required to be disclosed in our filings under SEC regulations and certain other similar transactions. Pursuant to the Company’s Code of Business Conduct and Ethics, employees and directors have a duty to report any potential conflicts of interest to the appropriate level of management or legal counsel as appropriate in the circumstances. The Company evaluates these reports, along with responses to the Company’s annual director and officer questionnaires, for any indication of possible related party transactions. If a transaction is deemed by the Company to be a related party transaction, the information regarding the transaction is reviewed and subject to approval by our Board. The Company makes efforts to ensure that any related party transaction is on substantially the same terms as those prevailing at the time for comparable arms' length transactions with other persons.

Only one copy of the Notice of Internet Availability and, if applicable, the proxy materials being delivered to two or more stockholders who share an address, unless the Company has received contrary instruction from one or more of such stockholders. Stockholders who participate in this "householding" procedure will continue to receive separate proxy cards. The Company will promptly deliver, upon written or oral request, a separate copy of the Notice of Internet Availability and, if applicable, the proxy materials to a stockholder at a shared address to which a single copy of these documents was delivered. If you would like to request a separate copy of the Notice of Internet Availability, and, if applicable, proxy materials for the 2024 Annual Meeting, or if, in the future, you would like to receive multiple copies of such documents (if you are currently receiving a single copy of these documents), if you would like to receive only a single copy (if you are receiving multiple copies of these documents), please so instruct the Company, by writing to us at 9490 NeoGenomics Way, Fort Myers, Florida 33912, Attention: Alicia Olivo, Corporate Secretary, or calling (866) 776-5907.

A: The 2024 Annual Meeting will be held on Thursday, May 23, 2024, at 10:00 a.m., Eastern Time. The 2024 Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. The Company has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation. You will be able to attend the 2024 Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NEO2024 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the 2024 Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the close of business on March 25, 2024 (the “Record Date”).

A: We are making, and will bear all expenses incurred in connection with, the solicitation of proxies. Although we do not currently contemplate doing so, we may engage a proxy solicitation firm to assist us in soliciting proxies, and if we do so we will pay the fees of any such firm. In addition to solicitation by mail, our directors, officers, and employees may solicit proxies from stockholders by telephone, letter, electronic mail, facsimile, or virtually. Following the original mailing of the Meeting Notice, we will request brokers, custodians, nominees, and other record holders to forward their own notice and, upon request, to forward copies of the Proxy Statement and related soliciting materials to persons for whom they hold shares of our common stock and to request authority for the exercise of proxies. In such cases, upon the request of the record holders, we will reimburse such holders for their reasonable expenses.


Check the appropriate box:
☐						Preliminary Proxy Statement
☐						Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under Rule 14a-12


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 202 4 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2024			62
QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING			63
ANNEX A: FOURTH AMENDMENT OF THE NEOGENOMICS, INC. EMPLOYEE STOCK PURCHASE PLAN (AMENDED AND RESTATED EFFECTIVE JUNE 1, 2018)			A-1


Role	Share Ownership Guideline	Current Share Ownership

Chair of the Board	3.0	13.5
Board Members(1)	3.0	15.6


Board Diversity Matrix (as of April 8, 2024)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	6	0	0
Part II: Demographic Background
African American or Black	0	1	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	1	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	3	4	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0	0	0	0
Did not Disclose Demographic Background	0	0	0	0


	2023 ($)	2022 ($)

Audit fees	1,772,689	1,949,493
Audit related fees	276,737	233,102
Tax fees	58,261	—
All other fees	4,140	4,140
Total	2,111,827	2,186,735


PROXY OVERVIEW			1
CO RPORATE GOVERNANCE			2
PROPOSAL 1—ELECTION OF DIRECTORS			8
Information as to Nominees and Other Directors			8
Information Regarding Meetings and Committees of the Board			13
Vote Required for Approval			16
Board Recommendation			16
PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION			17
Vote Required for Approval			17
Board Recommendation			17
PROPOSAL 3—APPROVAL OF FOURTH AMENDMENT OF THE EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED AND RESTATED)			18
Vote Required for Approval			20
Board Recommendation			20
PROPOSAL 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			21
Independent Registered Public Accounting Firm Fees			21
Audit and Finance Committee Report			22
Vote Required for Approval			22
Board Recommendation			22
EXECUTIVE OFFICERS			23
COMPENSATION OF INDEPENDENT DIRECTORS			25
EXECUTIVE COMPENSATION			27
Compensation Discussion and Analysis			27
Culture and Compensation Committee Report			42
Executive Compensation Tables			43
Summary Compensation Table			43
Grants of Plan-Based Awards			44
Narrative Disclosure to the Summary Compensation Table and the Grants of Plan Awards Table			45
Options Exercised and Stock Vested			46
Outstanding Equity Awards on December 31, 2023			47
Employment Agreements and Potential Payments Upon Termination or Change in Control			48
Chief Executive Officer Pay Ratio			50
Pay Versus Performance			51
Equity Compensation Plan Information			56
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			57

FUTURE STOCKHOLDER PROPOSALS			59
TRANSACTIONS WITH RELATED PERSONS			60
OTHER MATTERS			61


Auditor Fees			21
Board Leadership Structure			4
CEO Pay Ratio			50
Clawback Policy			18
Compensation Design			29
Culture and Compensation Governance			31
Director Attendance			13
Director Independence			5
Director Qualifications			8
Managing Compensation Related Risks			32
Nominee Biographies			8
Pay Versus Performance			51
Risk Oversight			6
Stockholder Engagement			34
Stockholder Engagement on the 202 3 Say-on-Pay Vote			34
Summary Compensation Table			43
Use of an Independent Advisor			32


NeoGenomics Management
NeoGenomics management advises the Board and its Committees of key risks and the status of ongoing efforts to address these risks.


MEMBERS OF THE AUDIT AND FINANCE COMMITTEE
Michael Kelly (Chair)
Bruce Crowther
Elizabeth Floegel
David Perez
Tony Zook


Executive Officer	Age	Current Position

Christopher Smith	61	Director and Chief Executive Officer
Jeffrey Sherman	58	Chief Financial Officer
Gregory Aunan	54	Chief Accounting Officer

Alicia Olivo(1)	40	EVP, General Counsel & Business Development
Melody Harris	58	President, Enterprise Operations
Warren Stone	51	President, Clinical Services
Vishal Sikri(2)	48	President, Advanced Diagnostics


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Option Awards(1) ($)	Total ($)


Lynn Tetrault	125,000	168,000	72,000	365,000
Bruce Crowther	73,451	168,000	72,000	313,451
David Daly(2)	—	—	—	—
Dr. Alison Hannah	65,000	168,000	72,000	305,000
Stephen Kanovsky(3)	69,200	168,000	72,000	309,200
Michael Kelly	77,500	168,000	72,000	317,500
David Perez(3)	69,800	168,000	72,000	309,800
Dr. Neil Gunn(3)(4)	36,309	168,000	72,000	276,309
Tony Zook(4)	36,226	168,000	72,000	276,226
Elizabeth Floegel(4)	33,393	168,000	72,000	273,393
Rachel Stahler(5)	16,250	—	—	16,250


Name	Shares of Restricted Stock	Number of Shares Underlying Options


Lynn Tetrault	11,336	8,353
Bruce Crowther	11,336	8,353
David Daly(1)	—	—
Dr. Alison Hannah	11,336	8,353
Stephen Kanovsky	11,336	8,353
Michael Kelly	11,336	8,353
David Perez	11,336	8,353
Dr. Neil Gunn(2)	11,336	8,353
Tony Zook(2)	11,336	8,353
Elizabeth Floegel(2)	11,336	8,353
Rachel Stahler(3)	—	—


Named Executive Officer	Title	Dates of Service as NEO

Christopher Smith	Director and Chief Executive Officer	August 2022 - Present
Jeffrey Sherman	Chief Financial Officer	December 2022 - Present
Melody Harris	President, Enterprise Operations	December 2022 - Present
Warren Stone	President, Clinical Services	November 2022 - Present
Vishal Sikri	President, Advanced Diagnostics(1), former President, Pharma Services and President and Chief Commercial Officer, Inivata	May 2022 - Present


Role	Share Ownership Guideline	Share Ownership(1)

Chief Executive Officer	3.0	14.7
Other Named Executive Officers	1.0	6.1


•10x Genomics, Inc.	•Fulgent Genetics, Inc.	•Natera, Inc.
•Adaptive Biotechnologies Corporation	•Invitae Corporation	•OPKO Health, Inc.
•AtriCure, Inc.	•Maravai Life Sciences Holdings, Inc.(1)	•QuidelOrtho Corporation(2)
•CareDx, Inc.	•Medpace Holdings, Inc.	•Veracyte, Inc.
•Emergent BioSolutions, Inc.	•Myriad Genetics, Inc
•Exact Sciences Corporation	•NanoString Technologies, Inc.



By Mail	By Phone	By Internet


Named Executive Officer	2022 Base Salary ($)	2023 Base Salary ($)	Increase (%)		Effective Date

Christopher Smith	1,000,000	1,000,000	—	%	August 15, 2022
Jeffrey Sherman	525,000	525,000	—	%	December 7, 2022
Melody Harris	525,000	525,000	—	%	December 5, 2022
Warren Stone	525,000	525,000	—	%	November 21, 2022
Vishal Sikri	510,000	536,000	5.1	%	January 13, 2023


Named Executive Officer	Target Bonus (% of annual salary)	Maximum Bonus (% of annual salary)	Actual Bonus (% of annual salary)	Actual Bonus (% of target)

Christopher Smith	100	200	185	185
Jeffrey Sherman	70	140	119	171
Melody Harris	60	120	101	169
Warren Stone	60	120	104	174
Vishal Sikri	60	120	100	167


	Corporate Performance			Individual Performance
Named Executive Officer	Revenue (%)	Adjusted EBITDA (%)	Strategic Critical Success Factors (%)	Individual Goals (%)

Christopher Smith	40	40	10	10
Jeffrey Sherman	40	40	10	10
Melody Harris	40	40	10	10
Warren Stone	40	40	10	10
Vishal Sikri	40	40	10	10


Named Executive Officer	2023 Target Cash Incentive Opportunity	Revenue (40% Weight) @ 172% Performance	EBITDA (40% Weight) @ 200% Performance	Strategic Critical Success Factors (10% Weight) @ 98% Performance	2023 Individual Performance Modifier		Individual Performance Modifier (10% Weight)	=	2023 Actual Cash Incentive Award
Christopher Smith(1)	1,000,000	688,000	800,000	98,000	200	%	200,000	=	1,850,000
Jeffrey Sherman	367,500	252,840	294,000	36,015	120	%	44,145	=	627,000
Melody Harris	315,000	216,720	252,000	30,870	105	%	33,110	=	532,700
Warren Stone	315,000	216,720	252,000	30,870	150	%	47,210	=	546,800
Vishal Sikri	321,600	221,261	257,280	31,517	80	%	25,242	=	535,300


MEMBERS OF THE CULTURE AND COMPENSATION COMMITTEE

Tony Zook, Chair
Bruce Crowther, former Chair
Neil Gunn
Michael Kelly
Lynn Tetrault


Named Executive Officer	Relocation Allowance(a) ($)	Severance ($)	Retirement Plan Company Contribution(b) ($)	Total All Other Compensation ($)

Christopher Smith	—	—	12,308	12,308
Jeffrey Sherman	—	—	13,200	13,200
Melody Harris	330,469	—	12,116	342,585
Warren Stone	330,469	—	13,200	343,669
Vishal Sikri	—	—	13,200	13,200


	Stock Option Awards		Restricted Stock Awards
Name Executive Officer	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)

Christopher Smith	—	—	84,191	(1)		1,173,623
Jeffrey Sherman	—	—	33,451	(1)		608,474
Melody Harris	—	—	—			—
Warren Stone	—	—	22,301	(1)		405,209
Vishal Sikri	—	—	59,381	(1)	(1)	1,020,166


	Benefits and Payments Upon Termination
Named Executive Officer	Base Salary ($)	Target Bonus ($)	Benefits(1) ($)

Christopher Smith	1,000,000	1,000,000	26,438


Jeffrey Sherman	525,000	367,500	26,641

Melody Harris	525,000	315,000	8,211
Warren Stone	525,000	315,000	—
Vishal Sikri	536,000	321,600	31,264


	Vesting Upon Termination
Named Executive Officer	Unvested Stock Option (#)	Stock Option Awards Estimated Benefit(1) ($)	Unvested Restricted Stock (#)	Restricted Stock Estimated Benefit(1) ($)

Christopher Smith	263,558	618,055	132,255	2,139,886

Jeffrey Sherman	86,630	284,052	46,457	751,674

Melody Harris	63,630	349,797	34,124	552,126
Warren Stone	59,517	206,394	31,913	516,352
Vishal Sikri	141,455	995,049	66,450	1,075,161


	Benefits and Payments Due to Change in Control
Named Executive Officer	Base Salary ($)	Target Bonus ($)	Benefits ($)(1)

Christopher Smith	3,000,000	1,000,000	26,438

Jeffrey Sherman	1,050,000	367,500	26,641

Melody Harris	1,050,000	315,000	8,211
Warren Stone	1,050,000	315,000	—
Vishal Sikri	1,072,000	321,600	31,264


	Vesting Due to Change in Control
Named Executive Officer	Unvested Stock Option (#)	Stock Option Awards Estimated Benefit(1) ($)	Unvested Restricted Stock (#)	Restricted Stock Estimated Benefit(1) ($)

Christopher Smith	790,674	1,854,165	662,218	10,714,687

Jeffrey Sherman	259,893	852,159	139,374	2,255,071

Melody Harris	241,296	1,399,194	129,429	2,094,161
Warren Stone	178,554	619,187	95,743	1,549,122
Vishal Sikri	230,568	1,481,268	110,278	1,784,298


Chief Executive Officer total compensation in 2023	$	11,665,946
Median employee approximate total compensation in 2023	$	89,324
Ratio of Chief Executive Officer compensation to median employee total compensation	131:1


Year	Summary Compensation Table Total for PEO ($)(1)	Compensation Actually Paid to PEO ($)(1)	Summary Compensation Table Total for PEO ($)(2)	Compensation Actually Paid to PEO ($)(2)	Summary Compensation Table Total for PEO ($)(3)	Compensation Actually Paid to PEO ($)(3)	Summary Compensation Table Total for PEO ($)(4)	Compensation Actually Paid to PEO ($)(4)


2023	11,665,946	16,407,815	Not a PEO	Not a PEO	Not a PEO	Not a PEO	Not a PEO	Not a PEO
2022	14,798,522	11,330,664	2,071,184	1,951,681	7,695,856	(3,624,626)	Not a PEO	Not a PEO
2021	Not a PEO	Not a PEO	Not a PEO	Not a PEO	11,479,855	9,094,405	7,227,002	(3,903,431)
2020	Not a PEO	Not a PEO	Not a PEO	Not a PEO	Not a PEO	Not a PEO	4,122,039	14,718,158


Year	Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(5)	Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(5)	Value of Initial Fixed $100 Investment Based On:		Net Income ($ millions)	Company-selected measure (Adjusted EBITDA) ($ millions)(7)
			Total Stockholder Return ($)	Peer Group Total Stockholder Return ($)(6)

2023	2,999,799	4,429,543	55	119	(88)	3
2022	2,688,029	1,906,745	32	114	(144)	(48)
2021	4,041,472	2,553,526	117	126	(8)	(4)
2020	972,616	2,315,879	184	126	4	35


Year	Summary Compensation Table Total ($)	Deductions from Summary Compensation Table Total Pay ($)	Additions to Summary Compensation Table Total Pay ($)	Compensation Actually Paid ($)

Chief Executive Officer serving as PEO - Christopher Smith
2023	11,665,946	8,803,638	13,545,507	16,407,815
2022	14,798,522	11,850,000	8,382,142	11,330,664
Interim Chief Executive Officer serving as PEO - Lynn Tetrault
2022	2,071,184	180,000	60,497	1,951,681
Former Chief Executive Officer serving as PEO - Mark Mallon
2022	7,695,856	5,947,510	(5,372,972)	(3,624,626)
2021	11,479,855	10,500,000	8,114,550	9,094,405
Former Chief Executive Officer serving as PEO - Douglas VanOort
2021	7,227,002	6,577,675	(4,552,758)	(3,903,431)
2020	4,122,039	3,000,000	13,596,119	14,718,158
Average for other Named Executive Officers indicated above
2023	2,999,799	1,772,770	3,202,514	4,429,543
2022	2,688,029	1,981,553	1,200,269	1,906,745
2021	4,041,472	3,350,000	1,862,054	2,553,526
2020	972,616	469,900	1,813,164	2,315,879


Year	Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding ($)	Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY ($)	Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding ($)	Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY ($)	Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions ($)	Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award ($)	Total Equity Adjustments Reflect in Compensation Actually Paid ($)

Chief Executive Officer serving as PEO - Christopher Smith
2023	6,614,037	—	5,989,957	941,513	—	—	13,545,507
2022	8,382,142	—	—	—	—	—	8,382,142
Interim Chief Executive Officer serving as PEO - Lynn Tetrault
2022	210,599	—	(150,102)	—	—	—	60,497
Former Chief Executive Officer serving as PEO - Mark Mallon
2022	—	—	—	2,741,578	(8,114,550)	—	(5,372,972)
2021	8,114,550	—	—	—	—	—	8,114,550
Former Chief Executive Officer serving as PEO - Douglas VanOort
2021	—	—	(4,381,981)	11,265,258	(11,436,035)	—	(4,552,758)
2020	8,485,218	9,145,571	(4,034,670)	—	—	—	13,596,119
Average for other Named Executive Officers indicated above
2023	1,744,759	127,903	820,474	552,690	(43,312)	—	3,202,514
2022	1,458,012	—	(100,428)	103,249	(260,563)	—	1,200,269
2021	2,720,213	(488,131)	(370,028)	—	—	—	1,862,054
2020	1,329,346	970,205	(486,387)	—	—	—	1,813,164


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (#)	Weighted average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (#)

Equity compensation plans approved by security holders:
Amended and Restated Equity Incentive Plan (“Equity Incentive Plan”)(1)	3,437,486	16.84	7,588,221
Employee Stock Purchase Plan (“ESPP”)(2)	—	N/A	382,410
Equity compensation plans not approved by security holders:
Inducement Awards(3)	943,613	12.36	—
Total	4,381,099		7,970,631


Name And Address Of Beneficial Owner(1)	Amount and Nature Of Beneficial Ownership(1)	Percent Of Class(1) (%)


BlackRock, Inc.(2)	19,980,993	15.7	%
The Vanguard Group(3)	14,169,665	11.1	%
Brown Advisory Incorporated(4)	9,536,307	7.5	%
T. Rowe Price Investment Management Inc.(5)	6,382,515	5.0	%

Lynn Tetrault	56,174	*
Christopher Smith(6)	740,229	*
Bruce Crowther	65,120	*
Dr. Alison Hannah	107,433	*
Stephen Kanovsky	24,754	*
Michael Kelly	20,419	*
David Perez	10,300	*
Jeffrey Sherman(7)	163,005	*
Warren Stone(8)	111,376	*
Vishal Sikri(9)	149,380	*
Melody Harris(10)	173,975	*
Directors and executive officers as a group (16 persons)(11)	1,708,161	1.3	%


Security Ownership of Certain Beneficial Owners and Management						Table of Contents

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	NeoGenomics, Inc.
Entity Central Index Key	0001077183