DEF 14A of Neogenomics Inc, Apr 6, 2026

DEF 14A of Neogenomics Inc

Filed Apr 6, 2026 · FY20250001077183-26-000014

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Pay Versus Performance and Supporting Narrative | 62 | | Equity Compensation Plan Information | 65 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 66 | | FUTURE STOCKHOLDER PROPOSALS | 68 | | TRANSACTIONS WITH RELATED PERSONS | 69 | | OTHER MATTERS | 70 | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2026 | 71 | | QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING | 72 | | ANNEX A: SECOND AMENDMENT OF THE NEOGENOMICS, INC. 2023 EQUITY INCENTIVE PLAN | A-1 | | ANNEX B: NEOGENOMICS, INC. Reconciliation of Non-GAAP Information | B-1 |

  2. Index of Frequently Requested Information

    | Auditor Fees | 25 | | Board Leadership Structure | 4 | | CEO Pay Ratio | 61 | | Clawback Policy | 20 | | Compensation Design | 36 | | Culture and Compensation Governance | 38 | | Director Attendance | 8 | | Director Independence | 5 | | Director Qualifications | 11 | | Managing Compensation Related Risks | 49 | | Nominee Biographies | 11 | | Pay Versus Performance | 62 | | Risk Oversight | 5 | | Stockholder Engagement | 40 | | Summary Compensation Table | 52 | | Use of an Independent Advisor | 39 |

  3. Information Regarding Meetings and Committees of the Board

    Information Regarding Meetings and Committees of the Board The Board. The Board met four times for regular meetings during 2025. All such meetings were regularly scheduled meetings; additional telephonic calls were held as needed. In addition, the Board held ten special meetings during 2025. During 2025, each incumbent director attended 75% or more of the Board and applicable committee meetings for the periods during which each director served. Although not required, directors are invited to attend the annual meeting of our stockholders. We held an annual meeting of stockholders on May 22, 2025, which was attended by all of the directors then serving on the Board. The Board currently has four standing committees: the Audit and Finance Committee, the Culture and Compensation Committee, the Innovation, Pipeline and Technology Committee and the Nominating and Corporate Governance Committee. The following table provides the composition of the committees as of April 6, 2026, and the number of times each committee met in 2025:

  4. Information Regarding Meetings and Committees of the Board

    | Director Name | Audit and Finance Committee | Culture and Compensation Committee | Innovation, Pipeline & Technology Committee | Nominating and Corporate Governance Committee | | Lynn Tetrault (non-executive Chair of the Board) | | ● | | ● | | Dr. Marjorie Green(1) | | | ● | | | Dr. Neil Gunn | | ● | ● | ● | | Stephen Kanovsky | | | | ● | | Michael Kelly | ● | ● | | | | John ("Jack") Kenny(2) | | | ● | | | David Perez | ● | ● | ● | | | Felicia Williams | ● | | | ● | | Anthony ("Tony") Zook | | | ● | | | Number of Meetings Held in 2025 | 5 | 9 | 4 | 8 |

  5. Information Regarding Meetings and Committees of the Board

    (1)Dr. Green joined the Board effective June 19, 2025 and the Innovation, Pipeline & Technology Committee effective July 15, 2025. (2)Mr. Kenny joined the Board effective January 1, 2026 and the Innovation, Pipeline & Technology Committee effective January 26, 2026. ● Chair ● Member

  6. Information Regarding Meetings and Committees of the Board

    | NeoGenomics, Inc. | 8 | 2026 Proxy Statement |

  7. Information Regarding Meetings and Committees of the Board

    | Table of Contents | Corporate Governance |

  8. Information Regarding Meetings and Committees of the Board

    | Audit and Finance Committee Members: Michael Kelly (Chair) David Perez Felicia Williams | 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 - Governance Documents.” All Audit and Finance Committee members are independent directors within the meaning of the applicable Nasdaq rules and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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: •the quality and integrity of our financial statements, •the Company’s compliance with legal and regulatory requirements, •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, •the independent auditor’s qualifications and independence, •the performance of our internal audit function and independent auditors, and •the implementation and effectiveness of the Company’s ethics and compliance program. Effective August 1, 2025, the Audit and Finance Committee assumed oversight of the standalone Compliance Committee's responsibilities, including, the Corporate Compliance Program and all related matters. The formal report of the Audit and Finance Committee is set forth beginning on page 26 of this Proxy Statement. The Board has determined that Mr. Michael Kelly, who served as the Audit and Finance Committee Chair throughout 2025, qualifies as an “audit and finance committee financial expert” as defined under applicable SEC rules. | | Number of Meetings Held in 2025: 5 | |

  9. Information Regarding Meetings and Committees of the Board

    | Culture and Compensation Committee Members: David Perez (Chair) Dr. Neil Gunn Michael Kelly Lynn Tetrault | 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 - Governance Documents." All Culture and Compensation Committee members are independent directors within the meaning of the applicable Nasdaq rules and SEC rules and regulations. 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: •reviewing and recommending to the full Board, or approving, compensation for Company executive officers and reviewing and recommending compensation to the full Board for Company directors, •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, •reviewing and overseeing the Company's succession planning process for the Chief Executive Officer and other executive officers, and •reviewing key organizational culture and human capital management strategies to include employee development, equal employment opportunity, 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 Culture and Compensation Committee as a whole. In addition, the Culture and Compensation Committee engaged an independent compensation consulting firm, Willis Towers Watson (“WTW”), in 2025 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 related to executive compensation philosophy and actions. These duties were consistent with those performed in prior years. | | Number of Meetings Held in 2025: 9 | |

  10. Information Regarding Meetings and Committees of the Board

    | NeoGenomics, Inc. | 9 | 2026 Proxy Statement |

  11. Information Regarding Meetings and Committees of the Board

    | Corporate Governance | Table of Contents |

  12. Information Regarding Meetings and Committees of the Board

    | Innovation, Pipeline and Technology Committee Members: Dr. Neil Gunn (Chair) Dr. Marjorie Green Jack Kenny David Perez Tony Zook | 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 - Governance Documents." The Innovation, 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 Innovation, Pipeline & Technology Committee is responsible for: •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: ◦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, ◦provide feedback and input to management in the identification, evaluation, and oversight of appropriate pipeline, technology, and product development investments; ◦provide feedback and input to management to prioritize medical, clinical innovative technology needs that can effectively be addressed by the Company; ◦provide feedback and input into the development of measurement and tracking methods for significant pipeline, product development and other innovation projects; ◦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 ◦provide feedback and input into the assessment of new and existing intellectual property assets and risks; •supporting recruitment and interacting with the Company's scientific advisory board •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. | | Number of Meetings Held in 2025: 4 | |

  13. Information Regarding Meetings and Committees of the Board

    | Nominating and Corporate Governance Committee Members: Stephen Kanovsky (Chair) Dr. Neil Gunn Lynn Tetrault Felicia Williams | 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 - Governance Documents." All Nominating and Corporate Governance Committee members are independent directors within the meaning of the applicable Nasdaq rules. Our Nominating and Corporate Governance Committee is responsible for: •reviewing and evaluating the size, composition, function, and duties of the Board consistent with its needs; •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; •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; •recommending directors for appointment to Board committees; •making recommendations to the Board as to determinations of director independence; •overseeing the evaluation of the Board and its committees; •developing and recommending to the Board the Corporate Governance Guidelines for the Company and overseeing compliance with such Guidelines; and •overseeing the Company’s activities pertaining to CSR matters. The Nominating and Corporate Governance Committee identifies and evaluates nominee candidates as described above under “Director Nominations.” | | Number of Meetings Held in 2025: 8 | |

  14. Information Regarding Meetings and Committees of the Board

    | NeoGenomics, Inc. | 10 | 2026 Proxy Statement |

  15. Information Regarding Meetings and Committees of the Board

    PROPOSAL 1—ELECTION OF DIRECTORS At the 2026 Annual Meeting, a Board of nine directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s death, resignation, or removal). Information concerning all director nominees appears below. Although management does not anticipate that any of the persons named below will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board, or the Board may reduce the number of directors to be elected at the 2026 Annual Meeting.

  16. Information as to Nominees and Other Director Information

    Information as to Nominees and Other Director Information Background information, as of the date of this Proxy Statement, about the Board’s nominees for election, as well as information regarding additional experience, qualifications, attributes, or skills that led the Board to conclude that the nominees should serve on the Board, is set forth below.

  17. Information as to Nominees and Other Director Information

    | Lynn Tetrault Age: 63 Non-Executive Chair of the Board | Ms. Tetrault has served as the non-executive Chair of the Board since August 2022. From May 2022 to August 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 December 2020 and as a director of Alumis, Inc. since May 2025. Ms. Tetrault previously served as a director of Acelyrin, Inc. from December 2023 to May 2025. 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 Ms. 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. |

  18. Information as to Nominees and Other Director Information

    | NeoGenomics, Inc. | 11 | 2026 Proxy Statement |

  19. Information as to Nominees and Other Director Information

    | Proposal 1 | Table of Contents |

  20. Information as to Nominees and Other Director Information

    | Dr. Marjorie Green Age: 57 Board Member | Dr. Green has served as a director since June 2025. Since April 2023, Dr. Green has been Senior Vice President, Head of Oncology Global Clinical Development at Merck & Co. Inc. and leads the oncology clinical development organization for phases 1-3. From October 2020 to March 2023, Dr. Green was Senior Vice President of Late Stage Oncology at Seagen. Dr. Green is a licensed physician and prior to Seagen, had approximately twelve years' experience as a clinical researcher and physician treating oncology patients while as a faculty member of The University of Texas MD Anderson Cancer Center. She also has approximately fourteen years' experience as a clinical drug development leader including the selection and use of biomarkers as both prognostic factors and predictive markers for treatment. Dr. Green earned her BA in History from the University of Notre Dame and her MD from the University of Texas Medical Branch. She completed her residency in internal medicine at the University of Virginia School of Medicine and her medical oncology fellowship at the University of Texas MD Anderson Cancer Center. Skills and Qualifications Dr. Green is a seasoned executive with extensive experience in the life sciences industry and brings a strong track record of leadership in oncology, corporate strategy and business development. Dr. Green, as Head of Oncology, Global Clinical Development at Merck & Co. Inc., oversees the company's research for its single biggest area of commercial revenue and pipeline investment. Because of this experience and knowledge, we believe Dr. Green is well qualified to serve on our Board. |

  21. Information as to Nominees and Other Director Information

    | Dr. Neil Gunn Age: 65 Board Member and Chair of the Innovation, Pipeline and Technology Committee | Dr. Gunn has served as a director since June 2023. Most recently, Dr. Gunn was the Interim Chief Executive Officer of Genetic Signatures from April to October 2024 and the Chief Executive Officer of IDbyDNA, which was acquired by Illumina in 2022. Prior to that, from January 2015 until March 2021, 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 for the development and execution of a 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. |

  22. Information as to Nominees and Other Director Information

    | NeoGenomics, Inc. | 12 | 2026 Proxy Statement |

  23. Information as to Nominees and Other Director Information

    | Table of Contents | Proposal 1 |

  24. Information as to Nominees and Other Director Information

    | Stephen Kanovsky Age: 63 Board Member and Chair of the Nominating and Corporate Governance Committee | Mr. Kanovsky has served as a director since July 2017. Mr. Kanovsky served as Deputy General Counsel and Chief Commercial Counsel of GE HealthCare from 2012 to 2024, 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 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. |

  25. Information as to Nominees and Other Director Information

    | Michael Kelly Age: 69 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. |

  26. Information as to Nominees and Other Director Information

    | NeoGenomics, Inc. | 13 | 2026 Proxy Statement |

  27. Information as to Nominees and Other Director Information

    | Proposal 1 | Table of Contents |

  28. Information as to Nominees and Other Director Information

    | Jack Kenny Age: 57 Board Member | Mr. Kenny has served as a director since January 1, 2026. From 2017 to January 2023, Mr. Kenny served as President, Chief Executive Officer and a Board Member of Meridian Bioscience, Inc. Prior to joining Meridian Bioscience, Inc., Mr. Kenny served as Senior Vice President and General Manager of North America at Siemens Healthcare and before that, as Vice President and General Manager of the US region at Becton Dickinson. Earlier in his career he held sales leadership positions at Leica Biosystems, Quest Diagnostics, Siemens Medical Solutions and Abbott Laboratories. Mr. Kenny has served as a director of Quantum-SI, Inc. since May 2023, DCN Diagnostics' private company board since March 2024, Orasure Technologies since September 2024 and Chair of the Board of Cleveland Diagnostics, Inc. since February 2026. Mr. Kenny received a BS in management systems with a focus in marketing from Kettering University (formerly the GMI Engineering and Management Institute). Skills and Qualifications Mr. Kenny brings over three decades of diverse, executive, commercial and operational experience and a track record of success in the diagnostics and lab services businesses. Because of this experience and knowledge, we believe Mr. Kenny is well qualified to serve on our Board. |

  29. Information as to Nominees and Other Director Information

    | David Perez Age: 66 Board Member and Chair of the Culture and Compensation Committee | 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., Nova Biomedical and MoLnlycke 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 officer and director qualifies him to serve on our board. |

  30. Information as to Nominees and Other Director Information

    | NeoGenomics, Inc. | 14 | 2026 Proxy Statement |

  31. Information as to Nominees and Other Director Information

    | Table of Contents | Proposal 1 |

  32. Information as to Nominees and Other Director Information

    | Felicia Williams Age: 60 Board Member | Ms. Williams has served as a director since November 2024. She served in senior finance leadership roles at Macy's, Inc. for 19 years, including Interim Chief Financial Officer from June 2020 to November 2020, Senior Vice President, Controller and Enterprise Risk Officer from June 2016 to June 2020, Senior Vice President, Finance and Risk Management from February 2011 to June 2016 and other roles across key corporate finance functions. Most recently, Ms. Williams served as Macy's Fellow for CEO Action for Racial Equity from November 2020 to October 2023. Prior to her time at Macy's, Ms. Williams served in various financial positions at The Coca-Cola Hellenic Bottling Company, The Coca-Cola Company, Bristol-Myers Squibb and at Arthur Andersen & Company. Ms. Williams was a director of Anywhere Real Estate from March 2021 to January 2026, Paycom, LLC from May 2022 to September 2025 and she was a director of Meridian Bioscience, Inc. from 2018 to 2023. Ms. Williams graduated summa cum laude from Florida A&M University with a Bachelor of Science in Accounting. Skills and Qualifications Ms. Williams has had a multi-dimensional business career across the spectrum of finance, including treasury, enterprise risk management, accounting and audit. She also has more than 35 years of experience leading multinational corporations such as Macy's, Inc., The Coca-Cola Company and Bristol Myers-Squibb. Because of her experience and knowledge, we believe Ms. Williams is well qualified to serve on our Board. In addition, we believe Ms. William's extensive knowledge and background in finance qualifies her to serve as a financial expert on the Audit and Finance Committee. |

  33. Information as to Nominees and Other Director Information

    | Tony Zook Age: 65 Board Member and Chief Executive Officer | Mr. Zook was appointed Chief Executive Officer April 1, 2025 and has served as a director since June 2023. He has been a partner with Lucius Partners since March 2022, a specialized healthcare consultancy providing financial, strategic, product development, and operational insights to emerging biopharmaceutical and medical device companies across multiple therapeutic areas. He served on the Lucius Partners' private portfolio company boards of Algorithm Sciences, Inc. and Voltron Therapeutics, Inc. from January 2022 until December 2024, and he also served on the BioSig Technologies, Inc. board from July 2020 until April 2022. In addition, Mr. Zook has also served as a director of Adaptin Bio, Inc. since February 2025. From December 2014 to June 2020, Mr. Zook served as Chief Executive Officer of Innocoll AG, and prior to that from 2010 to 2012, 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 pharmaceutical company with global responsibilities, has significant sales and marketing experience, as well as operational and oncology experience. Because of Mr. Zook's healthcare industry knowledge, we believe Mr. Zook is well qualified to serve on our Board. |

  34. Information as to Nominees and Other Director Information

    | NeoGenomics, Inc. | 15 | 2026 Proxy Statement |

  35. Information as to Nominees and Other Director Information

    | Proposal 1 | Table of Contents |

  36. Independent Director Compensation Tables

    Independent Director Compensation Tables The following table provides the compensation of each of our independent directors for the year ended December 31, 2025.

  37. Independent Director Compensation Tables

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Total ($) | | Lynn Tetrault(2) | 125,150 | 168,000 | 72,000 | 365,150 | | Dr. Marjorie Green(3) | 28,832 | 159,600 | 68,400 | 256,832 | | Dr. Alison Hannah(4) | 65,842 | 276,231 | 76,511 | 418,584 | | Stephen Kanovsky | 62,921 | 168,000 | 72,000 | 302,921 | | Michael Kelly(2) | 79,675 | 168,000 | 72,000 | 319,675 | | David Perez(2) | 79,300 | 168,000 | 72,000 | 319,300 | | Dr. Neil Gunn | 72,500 | 168,000 | 72,000 | 312,500 | | Tony Zook(2)(5) | 21,200 | — | — | 21,200 | | Elizabeth Floegel(6) | 38,628 | 168,000 | 72,000 | 278,628 | | Felicia Williams | 65,000 | 168,000 | 72,000 | 305,000 |

  38. Independent Director Compensation Tables

    (1)Amounts shown represent grant date fair value computed in accordance with ASC Topic 718, with respect to RSU awards and stock option awards granted to the independent directors. The amounts shown disregard the impact of estimated forfeitures related to service-based vesting conditions. Each RSU award was granted with a fair market value based on the closing price of our common stock on the day prior to the grant date. Each stock option was granted with an exercise price equal to the closing price of our common stock on the day prior to the grant date. See Item 8. Note 2. Summary of Significant Accounting Policies, to our Consolidated Financial Statements of our Annual Report on Form 10-K as filed with the SEC on February 17, 2026, for a description of the valuation methodology of stock and option awards. (2)Members of the ad hoc Transaction Committee established to advise the Board and make recommendations as to potential mergers and acquisitions and partnerships involving the Company and its subsidiaries receive an hourly cash fee for their service. During 2025, Mr. Kelly received an additional fee of $2,175, Ms. Tetrault received an additional fee of $150, Mr. Perez received an additional fee of $1,800 and Mr. Zook received an additional $1,200 for their service on the ad hoc Transaction Committee. (3)Dr. Green was appointed to the Board effective June 19, 2025. (4)Dr. Hannah retired from the Board effective December 31, 2025. Upon retirement, Dr. Hannah's awards were subject to accelerated vesting. (5)Mr. Zook was appointed Chief Executive Officer effective April 1, 2025, and, as of such date, was no longer entitled to receive independent director compensation. (6)Ms. Floegel resigned from the Board effective August 5, 2025 and was no longer entitled to receive independent director compensation. Any unvested equity awards granted to Ms. Floegel in her capacity as an independent director were forfeited upon her resignation from the Board. Ms. Floegel was subsequently appointed Chief Digital and Information Officer effective August 6, 2025.

  39. Independent Director Compensation Tables

    | NeoGenomics, Inc. | 30 | 2026 Proxy Statement |

  40. Independent Director Compensation Tables

    | Table of Contents | Compensation of Independent Directors |

  41. Independent Director Compensation Tables

    The aggregate number of unvested shares of RSUs and stock option awards granted and outstanding for the year ended December 31, 2025, were as follows:

  42. Independent Director Compensation Tables

    | Name | Shares of RSUs | Number of Shares Underlying Options | | Lynn Tetrault | 23,077 | 16,107 | | Dr. Marjorie Green(1) | 22,964 | 16,019 | | Dr. Alison Hannah(2) | — | 16,107 | | Stephen Kanovsky | 23,077 | 16,107 | | Michael Kelly | 23,077 | 16,107 | | David Perez | 23,077 | 16,107 | | Dr. Neil Gunn | 23,077 | 16,107 | | Tony Zook(3) | — | — | | Elizabeth Floegel(4) | — | — | | Felicia Williams | 23,077 | 16,107 |

  43. Independent Director Compensation Tables

    (1)Dr. Green was appointed to the Board effective June 19, 2025. (2)Dr. Hannah retired from the Board effective December 31, 2025. Upon retirement, Dr. Hannah's awards were subject to accelerated vesting. (3)Mr. Zook was appointed Chief Executive Officer effective April 1, 2025, and, as of such date, was no longer entitled to receive independent director compensation. (4)Ms. Floegel resigned from the Board effective August 5, 2025 and was no longer entitled to receive independent director compensation. Ms. Floegel was subsequently appointed Chief Digital and Information Officer effective August 6, 2025.

  44. Independent Director Compensation Tables

    | NeoGenomics, Inc. | 31 | 2026 Proxy Statement |

  45. Independent Director Compensation Tables

    EXECUTIVE COMPENSATION

  46. Mr. Zook’s Compensation Arrangements

    CEO compensation in prior years, primarily CEO compensation within our peer group companies. As a result of this assessment, the Culture and Compensation Committee determined that the following primary compensation elements were appropriate for Mr. Zook: •Base salary of $850,000 •Target annual short-term incentive of 100% of base salary •Annual equity target (and initial equity grant) of $8,000,000, which was granted 50% in the form of RSUs and 50% in the form of premium-priced stock options, in each case subject to a three-year vesting period that generally requires continued employment on the applicable vesting date

  47. Executive Team Retention

    Executive Team Retention To help ensure a smooth leadership transition and to create stability across the organization, the Culture and Compensation Committee determined it was in the Company’s best interest to enter into retention arrangements with certain members of the executive team in January 2025. These arrangements were intended to address retention concerns raised by stockholders and to maintain critical continuity in these roles. Specifically, the following cash and equity-based retention awards were awarded to our Named Executive Officers: •Mr. Sherman: $400,000 in cash and $750,000 in target equity value, which was granted in the form of RSUs, both of which are subject to continued employment at the Company for 15 months. The Culture and Compensation Committee determined that this retention arrangement was warranted given Mr. Sherman's critical institutional knowledge, his ongoing role as the CFO and the Company's interest in ensuring continuity of leadership through the CEO transition period and through year-end reporting in 2026. As subsequently disclosed in January 2026, upon Mr. Sherman's expected retirement in April 2026, he will serve as a Special Advisor to the Company through April 2028, to provide further leadership continuity. •Ms. Olivo: $400,000 in cash and $750,000 in target equity value, which was granted in the form of RSUs, both of which are subject to continued employment at the Company for 12 months. As the head of our legal and business development functions, the Culture and Compensation Committee determined it was important to retain Ms. Olivo given specific IP litigation, other critical litigation matters, and in-process acquisitions. •Mr. Stone: $400,000 in cash, subject to continued employment at the Company for six months, and $750,000 in target equity value, which was granted in the form of RSUs, is subject to continued employment at the Company for 12 months. The Culture and Compensation Committee determined that continuity across our commercial organization and with the investment community was critical for the defined period of time. •Mr. Passman: $300,000 in cash and $500,000 in target equity value, which was granted in the form of RSUs, both of which are subject to continued employment at the Company for 12 months. As the head of people & culture, the Culture and Compensation Committee determined this retention was necessary to ensure a smooth transition of leadership and CEO onboarding, as well as to drive our people objectives and employee engagement. •Ms. Harris: $400,000 in cash and $750,000 in target equity value, which was granted in the form of RSUs, both of which were subject to continued employment at the Company for 12 months. To maintain continuity and stability across our large lab and operations environment, it was initially deemed important to retain Ms. Harris in her leadership role for several months. However, it was subsequently determined that an organizational restructure was appropriate to drive efficiencies between the Company’s Operations and Commercial teams. As a result, Ms. Harris’ employment was terminated without cause on June 1, 2025, leading to a separation under the terms of her employment agreement for which she received payment of salary continuation, target bonus and benefits continuation coverage, and the acceleration of equity vesting within 12 months of her term date; she also received a pro rata payout of the cash portion of her retention award. Please see “Employment Agreements and Potential Payments Upon Termination or Change in Control” for more information. The Culture and Compensation Committee strives to create a compensation structure that supports a pay-for-performance culture and strongly believes that executive compensation should be tied to the performance of the Company and stockholder returns. In establishing compensation, the Culture and Compensation Committee applies guiding principles to drive decisions that are aligned with this pay-for-performance culture. These guiding principles include: •High Performance: We believe compensation should be tied to our success in delivering on our mission and the value we create for our clients, patients, and stockholders. •Market Driven: We compete to attract and retain the best employees in the healthcare market. To ensure that we are successful in securing the employees that possess the knowledge and skill set that we need to be a market leader, we consider market conditions and the competitive environment.

  48. Executive Team Retention

    •Align Interests: We believe that our long-term success is dependent on our employees feeling a sense of Company ownership and alignment with our stockholders' interests, and we will strive to develop an inextricable link between our employees and stockholders. •Communication: We will clearly and transparently share our compensation philosophy and program with all employees. Consistent with these guiding principles, our compensation philosophy is focused on providing our executive officers with compensation and benefits that are competitive and that meet our goals of attracting, retaining, and motivating highly skilled management. The levels of compensation we provide should be competitive, reasonable, and appropriate for our business needs and circumstances. Our executive compensation program focuses on both short and long-term results and is composed of three key elements: (1)Base salaries, which are established and then adjusted based on various factors including market-competitive pay levels, scope of the position, experience, individual performance, and strategic criticality; (2)Annual cash incentive opportunities, which reflect Company and individual performance; and (3)Longer-term stock-based incentive opportunities for executives under our equity incentive plan, currently in the form of premium-priced stock option awards and RSU grants, which link the interests of executives with our other stockholders. In 2025, we enhanced our long-term incentive program by transitioning from standard stock options to premium-priced stock options. This change was driven by two primary objectives. First, premium-priced options help mitigate market volatility by requiring a higher stock price appreciation threshold before value is realized, which increases the performance-based focus of the award. By setting the exercise price at a premium to the grant-date market price, these awards will deliver meaningful value only through sustained stock price growth, ensuring rewards for creating value. Second, the use of premium-priced stock options enhances transparency in our pay-for-performance framework, both internally and externally. These awards establish a clear and quantifiable performance hurdle pursuant to which value will only be delivered if our stock price increases and the option vests and is exercised. This structure reinforces the direct alignment between our executives' compensation and stockholder value creation. The Culture and Compensation Committee believes premium-priced stock options better align executive pay with Company performance and provide a more transparent performance framework than our prior stock-based incentive program. Equity incentive grants are generally subject to three-year vesting provisions. Each element of our compensation program is designed to simultaneously fulfill one or more of our core objectives.

  49. 2025 Performance Highlights

    •Focused on sustainable, collaborative execution and outcomes in furtherance of our strategy of driving outcomes around profitable growth across our core business, accelerating innovation and product launches, enhancing our people & culture, and driving value creation within our operating model; and •Drove significant improvements in teammate engagement and collaboration through an enhanced NeoSpirit culture, cultural expectations and ways of working. During 2025, the Culture and Compensation Committee took the following actions: •Strengthened the Company's Focus on Human Capital – We strengthened focus on our human capital initiatives including leadership development across the business, executive and broader company succession planning, and our pay-for-performance philosophy. In addition, the Culture and Compensation Committee evaluated key insights gained via our teammate engagement survey. •Enhanced Stockholder Engagement Efforts – In 2025, we further strengthened our proactive stockholder engagement efforts that began in 2023, and these efforts continue in 2026. The Chair of the Culture and Compensation Committee engaged with interested stockholders on topics that included our executive compensation program, governance and CSR. The Culture and Compensation Committee partnered with management in the assessment and determination of executive talent and succession opportunities and identified opportunities for individual development and growth as well as needed areas for talent pipeline expansion. We have summarized feedback from several stockholders in the “View of our Stockholders” section of this Proxy Statement, that can be found on page 40. •Improved Plan Designs – Beginning in 2023, we introduced enhancements to our executive compensation program to further align pay with performance and stockholder interests. These changes included a more robust short-term incentive plan that places greater emphasis on business performance. Additionally in 2025, we introduced premium-priced stock options as a component of our Named Executive Officers' equity awards, with value tied to share price growth in excess of an option exercise price set at a premium to the grant-date market price. Based on a thorough and rigorous analysis conducted in partnership with WTW, the Culture and Compensation Committee believes that our executive compensation program aligns with out investment and growth priorities over the next five years and appropriately incentivizes our Named Executive Officers. Additional information, as well as details on the compensation practices and policies more generally, is detailed in the balance of the Compensation Discussion & Analysis. (1) See Annex B for a reconciliation of non-GAAP information.

  50. Alignment with NeoGenomics’ Strategy

    | Short-term Incentive Metric under our AIP-E | How we Use it (Weighting) | Why it Matters | | Revenue | Financial metric (40%) | 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(1) | Financial metric (40%) | We continue to seek profitable growth to achieve outstanding performance for our stockholders. Adjusted EBITDA(1) 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 (10%) | 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 2025, our focus areas included: profitably grow our core business; accelerate innovation; 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 (10%) | Each executive that participates in the AIP-E 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 primary responsibilities ensures that incentive payments relate to both Company performance as well as individual performance. |

  51. Compensation Elements

    Compensation Elements Our compensation program aims to attract, motivate and retain our executive leaders over the long-term. In accordance with our compensation philosophy, we provide competitive fixed cash compensation, an annual incentive program that aligns pay with in-year progress against our longer-term goals, and long-term incentive awards in the form of RSUs, performance stock units and performance-based premium-priced stock options that provide clear and transparent alignment to sustainable stockholder value creation. The aggregate value of base salary, annual incentive and long-term incentives is generally positioned within a market competitive range, based on our benchmark analysis provided by WTW. The following table summarizes the purpose and key features of each element of compensation.

  52. Compensation Elements

    | Element | Purpose | Key Features | | Base Salary | Provide competitive baseline compensation for role | •Fixed cash compensation •Amounts informed by market-competitive information, 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 of role, 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 RSUs and premium-priced stock options as variable, equity-based compensation •Target opportunity informed by levels in the market •Premium-priced stock options require further stock price appreciation to yield value •RSUs and options have three-year ratable vesting and options have a ten-year term |

  53. Compensation Elements

    | Compensation Best Practices | | | | | What We Do: | | What We Do Not Do: | | | ✓ | Pay for performance | ✗ | No tax gross-ups on any change-in-control benefits in executive agreements | | ✓ | 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 with external benchmarking | ✗ | No reloading or repricing of stock option awards without stockholder approval | | ✓ | 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 | | |

  54. The Annual Process

    | Quarter | Typical Meeting Topics | | Q1 | •Setting compensation for Company executive officers, including the review and approval of the executive peer group 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; •Monitor the Company's incentive and equity-based compensation plan, including the review and approval of annual equity grants; •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; •Review and finalize Board of Director compensation with guidance from WTW, its independent compensation consultant; and •Review results of, insights from and create targeted action plans related to the Company's employee engagement survey. | | 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 with WTW, including organizational culture programs and practices; •Review broad succession planning for senior leaders across the organization; 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 •Review and discuss succession planning specific to executive team positions. |

  55. Stockholder Feedback

    | Feedback Category | Specific Stockholder Commentary | Company Response | | General Proxy-related | •Share and discuss new stockholder feedback received through various outreach steps in 2025 and clarify resulting business updates based on feedback | •This section captures the common and direct feedback we heard from stockholders throughout 2025, which informed us of the various updates to our disclosures and compensation programs. | | | •Compensation generally viewed as appropriately linked to Company performance | •Similar to 2023 and 2024, the Company believes our variable pay program and outcomes for 2025 appropriately reflect market practice and business performance outcomes, including Adjusted EBITDA(1) and Revenue. | | Compensation | •Improve transparency of short-term incentive financial targets | •The Company included our internal financial goals for revenue and Adjusted EBITDA(1) for the performance year on page B-1. We also provided additional context regarding the weighting of each key category of our focus chart (a component of the annual incentive payout) and also highlighted actual examples of the critical success factors tied to each category. Specificity of these metrics will not be disclosed due to their confidential nature, but the Culture and Compensation Committee undertakes a rigorous review of such metrics before they are established. | | | •Increase emphasis on performance-based equity vehicles (at least 50% of executive grants should be tied to performance-based components) | •Effective for 2025 equity awards, 50% of the Named Executive Officers' long-term incentives were granted in the form of premium-priced stock options, which, as discussed above, we view as aligned with our pay-for-performance framework. This approach was generally supported by the stockholders with whom we engaged. •The Company notes that some stockholders hold a different perspective on the performance-based nature of premium-priced options. However, we believe premium-priced options are effective as they create increased transparency for stockholders, reflect an approach that can be sustained over time and create more clarity on potential pay outcomes for participants. The change also addressed the concern of having overlapping financial metrics for both short and long-term incentives. The premium-priced concept includes a 10% performance hurdle, intended to align pay with stockholder interests and our performance-based philosophy. | | | •Prior concerns were expressed regarding the level of CEO compensation | •In consultation with our external compensation consultant, the Culture and Compensation Committee developed a compensation package for the new CEO that was carefully calibrated and aligned with market and peer group levels. |

  56. Compensation Peer Group

    Compensation Peer Group In evaluating executive compensation, the Culture and Compensation Committee considers a number of factors including: •Company performance; •Individual performance; •Company performance relative to our established peer group; •Compensation practices observed in our established peer group; and •Stockholder views. Given the fast-changing nature of our industry, the Culture and Compensation Committee reviews the compensation peer group annually with input from WTW. In assessing potential peers, consideration was given to: •Industry, with a focus on life science companies; •Financial indicators, including revenues generally within a 0.5-3 times range of the Company, market cap and number of employees; and •Nature of business, examining business model and areas of focus. Our compensation peer group is comprised of companies of similar size and scope with which we compete for executive talent. Some direct business competitors differ meaningfully from us in terms of size and scope and are excluded from our peer group since their compensation data may not necessarily be appropriate to inform executive compensation levels at the Company. Relative to the peer group, the Company ranked approximately at the median for revenue and market capitalization. In developing a peer group that reflects the Company's business and talent competitors, the Company starts with companies in our industry with revenue and market cap within a reasonable range of the Company. That starting point is adjusted by the Culture and Compensation Committee to remove more remote business and/or talent competitors, and to include appropriate comparators that might be outside the starting point ranges, a necessary step because some of our direct business competitors are either much larger or smaller than the Company on these measures. This process enables the Company to effectively assess competitiveness with those companies that are comparable, and with which we compete for executive talent. The 2025 compensation peer group comprised the following 16 companies:

  57. Compensation Peer Group

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

  58. Compensation Peer Group

    (1)Guardant Health, Inc. has been a member of our peer group since 2020.

  59. Annual Incentive

    Annual Incentive AIP-E provides for an annual performance bonus, paid in cash, designed to incentivize and reward the Named Executive Officers based on the Company's operating results, both financial and strategic. The 2025 business performance goals were approved by the Culture and Compensation Committee and were communicated to each of our Named Executive Officers at the start of the calendar year or as of the date of hire, as applicable. In 2025, bonus opportunities and outcomes for the Named Executive Officers currently employed by the Company were as follows:

  60. Annual Incentive

    | Named Executive Officer | Target Bonus (% of annual salary) | Maximum Bonus (% of annual salary) | Actual Bonus (% of annual salary) | Actual Bonus (% of target) | | Tony Zook | 100 | 200 | 60 | 60 | | Christopher Smith(1) | 100 | 200 | 15 | 15 | | Jeffrey Sherman | 70 | 140 | 42 | 60 | | Warren Stone | 70 | 140 | 42 | 60 | | Alicia Olivo | 60 | 120 | 36 | 60 | | Gary Passman | 60 | 120 | 36 | 60 |

  61. Annual Incentive

    (1)Mr. Smith retired effective April 1, 2025. His annual incentive opportunity for fiscal 2025 was prorated based on his service through the retirement date, and his actual payout reflects such proration. In the first quarter of 2025, the Culture and Compensation Committee approved the performance metrics and associated goals for the 2025 AIP-E. Consistent with prior years, corporate performance was tied to financial performance (revenue and Adjusted EBITDA(1)) and our Strategic Critical Success Factors, as discussed below. All Named Executive Officers, also had a component of their annual cash bonus contingent on individual performance. 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 as well as their shared accountability to our stockholders. (1) See Appendix B for a reconciliation of non-GAAP information. The weight of each measure for 2025 was as follows:

  62. Annual Incentive

    | | Corporate Performance | | | Individual Performance | | Named Executive Officer | Revenue (%) | Adjusted EBITDA(1) (%) | Strategic Critical Success Factors (%) | Individual Goals (%) | | Tony Zook | 40 | 40 | 10 | 10 | | Christopher Smith | 40 | 40 | 10 | 10 | | Jeffrey Sherman | 40 | 40 | 10 | 10 | | Warren Stone | 40 | 40 | 10 | 10 | | Alicia Olivo | 40 | 40 | 10 | 10 | | Gary Passman | 40 | 40 | 10 | 10 |

  63. Annual Incentive

    | NeoGenomics, Inc. | 45 | 2026 Proxy Statement |

  64. Annual Incentive

    | Executive Compensation | Table of Contents |

  65. Corporate Performance

    Corporate Performance For performance year 2025, the Culture and Compensation Committee established a revenue target of $744.6m under the AIP-E. Based on the full year results of $727.3m and following the Culture and Compensation Committee's discretion to reflect achievements not originally reflected in the internal goals, including revenue associated with the Pathline acquisition, this equated to a performance factor of 43% for the revenue component, which was weighted as 40% of the overall bonus opportunity. For performance year 2025, an Adjusted EBITDA(1) target of $55.1m was established under the AIP-E. Based on the full year outcome of $43.4m, this resulted in a performance factor of 58% for the Adjusted EBITDA(1) component, which was also weighted as 40% of the overall bonus. At the beginning of 2025, the Culture and Compensation Committee also established the annual focus areas that would drive our strategic critical success factors. In 2025, our focus areas included: profitably grow our core business (weighted at 25% of this component), accelerate innovation (30%), drive value creation (25%), and enhance our people and culture (20%). Measurement against the achievement of these focus areas provides for continuous alignment with our common purpose and vision. 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. The specific strategic goals and metrics, and the resulting achievement levels, are not disclosed due to their confidential nature, but the Culture and Compensation Committee undertakes a rigorous review of each success factor before it is established. Examples of these success factors include volume growth goals, product launch success, delivery against operational efficiency targets, and improvements in annually assessed employee engagement. This component comprised 10% of the total bonus opportunity. (1) See Appendix B for a reconciliation of non-GAAP information.

  66. Individual Performance

    | Named Executive Officer | 2025 Target Cash Incentive Opportunity ($) | Revenue (40% Weight) @ 43% Performance ($) | EBITDA (40% Weight) @ 58% Performance ($) | Strategic Critical Success Factors (10% Weight) @ 98% Performance ($) | 2025 Individual Performance Modifier | Individual Performance Modifier (10% Weight) ($) | = | 2025 Actual Cash Incentive Award ($) | | Tony Zook | 850,000 | 205,360 | 205,360 | 51,340 | 100% | 51,340 | = | 513,400 | | Christopher Smith | 1,050,000 | 44,501 | 60,025 | 25,355 | 100% | 25,873 | = | 44,501 | | Jeffrey Sherman | 437,500 | 105,600 | 105,600 | 26,400 | 100% | 26,400 | = | 264,000 | | Warren Stone | 455,000 | 110,000 | 110,000 | 27,500 | 100% | 27,500 | = | 275,000 | | Alicia Olivo | 324,000 | 78,400 | 78,400 | 19,600 | 100% | 19,600 | = | 196,000 | | Gary Passman | 271,200 | 65,600 | 65,600 | 16,400 | 100% | 16,400 | = | 164,000 | | Melody Harris(1) | 345,000 | — | — | — | —% | — | | — |

  67. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards Annual 2025 long-term incentive (“LTI”) awards were granted to our Named Executive Officers as a combination of performance-based premium-priced stock option awards, which were granted with an exercise price at a 10% premium to the closing price of our stock on the day of grant, and time-based RSUs. Our Culture and Compensation Committee's decision to use a combination of premium-priced stock option awards and time-based RSUs is intended to deliver an appropriate balance of retention and motivation to deliver strong strategic performance, with a view to long-term value creation for our stockholders. In 2025, the Culture and Compensation Committee made the strategic decision to transition from performance stock units and standard stock options to premium-priced stock options for executive equity awards. This change enhances the alignment between executive compensation and Company performance while providing greater transparency to stockholders regarding the performance requirements embedded in our long-term incentive program. The annual LTI awards granted to our Named Executive Officers were determined based on individual performance, potential future contributions, market competitiveness, and other factors. Our Culture and Compensation Committee reviews our annual LTI awards against the LTI awards granted by our peer group and also reviews the overall total compensation of our executive officers against the corresponding levels of our peer group and other relevant benchmarks. On average, annual LTI awards granted to our Named Executive Officers position their overall compensation competitively when reviewed against the equity grants made by our peer group, in cases where there are comparable positions at the peer companies. Stock options and RSU 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. 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.

  68. 2025 Long-Term Incentive Awards

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  69. 2025 Long-Term Incentive Awards

    | Table of Contents | Executive Compensation |

  70. Timing of LTI Awards

    Timing of LTI Awards During 2025, equity awards to employees generally were granted on regularly scheduled predetermined dates. As part of the Company's annual performance and compensation review process, the Culture and Compensation Committee approves stock option awards and time-based and RSU awards to our Named Executive Officers annually in February and on other intervals dependent on business need, as it did for the retention awards made to certain of our Named Executive Officers in 2025. We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. During 2025, we did not grant equity awards to our Named Executive Officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material nonpublic information. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for Named Executive Officer grants in 2025.

  71. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation awarded to, earned by, or paid, to our Named Executive Officers during the fiscal years ended December 31, 2025, 2024, and 2023 (or shorter period of employment, as applicable). The compensation Mr. Zook received in his capacity as an independent director prior to being appointed our Chief Executive Officer is reported in the Independent Director Compensation Tables above.

  72. Summary Compensation Table

    | 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 ($) | | Tony Zook Director and Chief Executive Officer | 2025 | 601,539 | — | 3,999,997 | 3,998,235 | 513,400 | 13,921 | 9,127,092 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Christopher Smith Former Director and Former Chief Executive Officer | 2025 | 310,962 | — | 3,350,004 | — | 155,754 | 229,217 | 4,045,937 | | | 2024 | 1,036,539 | — | 5,870,784 | 2,826,614 | 1,590,750 | 13,800 | 11,338,487 | | | 2023 | 1,000,000 | — | 5,986,768 | 2,816,870 | 1,850,000 | 12,308 | 11,665,946 | | Jeffrey Sherman Chief Financial Officer | 2025 | 603,731 | 50,000 | 2,250,000 | 1,499,697 | 264,000 | 14,000 | 4,681,428 | | | 2024 | 540,346 | — | 1,588,566 | 764,486 | 575,211 | 13,800 | 3,482,409 | | | 2023 | 525,000 | — | 1,619,944 | 762,214 | 627,000 | 13,200 | 3,547,358 | | Warren Stone Chief Commercial Officer | 2025 | 630,069 | 400,000 | 2,249,994 | 1,499,767 | 275,000 | 14,000 | 5,068,830 | | | 2024 | 562,516 | — | 1,381,166 | 665,274 | 561,730 | 13,800 | 3,184,486 | | | 2023 | 525,000 | — | 1,030,398 | 563,383 | 546,800 | 343,669 | 3,009,250 | | Alicia Olivo Executive Vice President, General Counsel and Business Development | 2025 | 522,500 | 75,000 | 1,499,997 | 749,848 | 196,000 | 6,654 | 3,049,999 | | | 2024 | 512,672 | — | 863,357 | 415,255 | 431,775 | 13,800 | 2,236,859 | | | 2023 | — | — | — | — | — | — | — | | Gary Passman Chief Culture Officer | 2025 | 447,962 | 75,000 | 1,124,995 | 624,876 | 164,000 | 6,362 | 2,443,195 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Melody Harris Former Chief Operations Officer and Former President, Oncology Data Solutions | 2025 | 269,231 | 152,329 | 1,666,652 | 912,848 | — | 691,385 | 3,692,445 | | | 2024 | 559,975 | — | 1,208,572 | 582,430 | 510,600 | 13,800 | 2,875,377 | | | 2023 | 525,000 | — | 1,880,389 | 1,413,551 | 532,700 | 342,585 | 4,694,225 |

  73. Summary Compensation Table

    (1)Amounts shown for 2025 consist of a one-time retention bonus for Mr. Stone and on-time recognition awards for Mr. Sherman, Ms. Olivo and Mr. Passman. (2)For 2025, the amounts shown represent the grant date fair value of the RSUs and premium-priced stock options granted to our Named Executive Officers. The amounts shown disregard the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value of the RSUs is equal to the closing price of our common stock on the day prior to grant date. Each premium-priced stock option was granted at an exercise price equal to 110% of the closing price of our common stock on the day prior to the grant date. See Item 8, Note 2. Summary of Significant Accounting Policies, to our Consolidated Financial Statements of our Annual Report on Form 10-K as filed with the SEC on February 17, 2026, for a description of the valuation methodology of the RSU and option awards Amounts for Ms. Harris include the accounting charge associated with the acceleration of certain of her unvested stock option awards, as approved by the Culture and Compensation Committee in connection with the termination of her employment. (3)Amounts shown consist of awards based on performance under our AIP-E for each respective year.

  74. Summary Compensation Table

    | NeoGenomics, Inc. | 52 | 2026 Proxy Statement |

  75. Summary Compensation Table

    | Table of Contents | Executive Compensation |

  76. Summary Compensation Table

    (4)Perquisites and other personal benefits for a Named Executive Officer are excluded if the total value of all such perquisites and personal benefits is less than $10,000. The table below shows the components of the All Other Compensation column shown above for 2025:

  77. Summary Compensation Table

    | Named Executive Officer | Severance(a) ($) | Retirement Plan Company Contribution(b) ($) | Other ($) | Total All Other Compensation ($) | | Tony Zook | — | — | 13,921(c) | 13,921 | | Christopher Smith | — | 14,000 | 215,217(d) | 229,217 | | Jeffrey Sherman | — | 14,000 | — | 14,000 | | Warren Stone | — | 14,000 | — | 14,000 | | Alicia Olivo | — | 6,654 | — | 6,654 | | Gary Passman | — | 6,362 | — | 6,362 | | Melody Harris | 677,385 | 14,000 | — | 691,385 |

  78. Summary Compensation Table

    (a) The amounts in this column represent payments to Ms. Harris for severance benefits pursuant to her separation agreement. (b) The amounts in this column, represent our matching contributions allocated to each of the Named Executive Officers who participated in the Company’s 401(k) retirement savings plan in 2025. All such matching contributions were fully vested upon contribution. (c) The amounts in this column represent the cash value of the President's Club award, an awards trip for our top-performing sales team members, to Mr. Zook given his attendance and support. (d) The amounts in this column that reflect the fees that Mr. Smith receives pursuant to his Special Advisor Agreement with the Company that became effective following his retirement.

  79. Summary Compensation Table

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  80. Summary Compensation Table

    | Executive Compensation | Table of Contents |

  81. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information regarding grants of non-equity and equity awards that we made during the fiscal year ended December 31, 2025, to each of our Named Executive Officers:

  82. Grants of Plan-Based Awards

    | Named Executive Officer | Equity Incentive Plan Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan(1) ($) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price per Share of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | | | Threshold | Target | Maximum | | | | | | Tony Zook Director and Chief Executive Officer | 4/01/25 | — | 850,000 | 1,700,000 | 421,496 | — | — | 3,999,997 | | | 4/01/25 | — | — | — | — | 729,927 | 10.44 | 3,998,235 | | Christopher Smith Former Director and Former Chief Executive Officer | 4/01/25 | — | 1,050,000 | 2,100,000 | 265,452 | — | — | 3,350,004 | | Jeffrey Sherman Chief Financial Officer | 1/14/25 | — | 437,500 | 612,500 | 59,382 | — | — | 749,995 | | | 2/21/25 | — | — | — | 126,476 | — | — | 1,500,005 | | | 2/21/25 | — | — | — | — | 214,900 | 13.05 | 1,499,697 | | Warren Stone Chief Commercial Officer(3) | 1/14/25 | — | 455,000 | 637,000 | 59,382 | — | — | 749,995 | | | 4/01/25 | — | — | — | 84,317 | — | — | 1,000,000 | | | 4/01/25 | — | — | — | 52,687 | — | — | 499,999 | | | 4/01/25 | — | — | — | — | 94,518 | 10.44 | 499,973 | | | 4/01/25 | — | — | — | — | 143,266 | 13.05 | 999,794 | | Alicia Olivo Executive Vice President, General Counsel and Business Development | 1/14/25 | — | 324,000 | 388,800 | 59,382 | — | — | 749,995 | | | 2/21/25 | — | — | — | 63,238 | — | — | 750,003 | | | 2/21/25 | — | — | — | — | 107,450 | 13.05 | 749,848 | | Gary Passman Chief Culture Officer | 1/14/25 | — | 271,200 | 325,440 | 39,588 | — | — | 499,996 | | | 2/21/25 | — | — | — | 52,698 | — | — | 624,998 | | | 2/21/25 | — | — | — | — | 89,542 | 13.05 | 624,876 | | Melody Harris Former Chief Operations Officer and President, Oncology Data Solutions | 6/01/25 | — | — | — | 134,034 | — | — | 1,666,652 | | | 6/01/25 | — | — | — | — | 132,162 | (4) | 912,848 |

  83. Grants of Plan-Based Awards

    (1)Reflects the target and maximum bonus amounts under the AIP-E awarded to our Named Executive Officers during fiscal year 2025. The actual amount earned is reflected in the Summary Compensation Table above in the “Non-Equity Incentive Plan Compensation” column. Ms. Harris did not earn a bonus for fiscal year 2025 as a result of her termination of employment (2)Represents the grant date fair value of RSUs and stock options calculated in accordance with FASB ASC Topic 718. Information regarding the assumptions used in the valuation of option awards can be found in footnote (2) to the Summary Compensation Table above. (3)Mr. Stone was granted awards on February 21, 2025 which were subsequently modified on April 1, 2025. The amounts reported reflect the grant date fair value of the awards, computed in accordance with FASB ASC Topic 718, including the incremental fair value resulting from the modification. (4)Reflects the accounting charge associated with the acceleration of certain of Ms. Harris' unvested stock option awards, as approved by the Culture and Compensation Committee in connection with the termination of her employment.

  84. Grants of Plan-Based Awards

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  85. Grants of Plan-Based Awards

    | Table of Contents | Executive Compensation |

  86. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information with respect to outstanding equity awards held by our Named Executive Officers as of December 31, 2025:

  87. Outstanding Equity Awards at Fiscal Year-End Table

    | Option Awards | | | | | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Tony Zook Director and Chief Executive Officer | 8/10/23 | 8,353 | | — | — | 14.82 | 8/10/33 | — | — | — | — | | | 6/01/24 | 8,672 | | — | — | 13.71 | 6/01/34 | — | — | — | — | | | 4/01/25 | — | | 729,927(7) | — | 10.44 | 4/01/35 | 421,496 | 4,956,793(8) | — | — | | Christopher Smith Former Director and Former Chief Executive Officer | 8/15/22 | 520,833 | | 173,611(2) | — | 12.62 | 8/15/29 | 84,192 | 990,098(3) | — | — | | | 5/11/23 | 179,894 | | 89,947(7) | — | 19.65 | 5/11/30 | 48,064 | 565,233(8) | 144,190 | 1,695,674(10) | | | 2/23/24 | 98,006 | | 189,934(7) | — | 16.45 | 2/23/34 | 114,826 | 1,350,354(8) | 86,120 | 1,012,771(10) | | | 2/23/24 | — | | — | — | — | — | — | — | 86,120 | 1,012,771(11) | | Jeffrey Sherman Chief Financial Officer | 12/05/22 | 186,876 | | 62,293(2) | — | 11.62 | 12/05/29 | 11,151 | 131,136(3) | 22,302 | 262,272(9) | | | 5/11/23 | 48,677 | | 24,339(7) | — | 19.65 | 5/11/30 | 13,006 | 152,951(8) | 39,016 | 458,828(10) | | | 2/23/24 | 27,997 | | 49,916(7) | — | 16.45 | 2/23/34 | 31,071 | 365,395(8) | 23,303 | 274,043(10) | | | 2/23/24 | — | | — | — | — | — | — | — | 23,303 | 274,043(11) | | | 1/14/25 | — | | — | — | — | — | 59,382 | 698,332(12) | — | — | | | 2/21/25 | — | | 214,900(7) | — | 13.05 | 2/21/35 | 126,476 | 1,487,358(8) | — | — | | Warren Stone Chief Commercial Officer | 12/01/22 | 124,584 | | 41,529(2) | — | 11.21 | 12/01/29 | 22,302 | 262,272(3) | — | — | | | 5/11/23 | 35,979 | | 17,990(7) | — | 19.65 | 5/11/30 | 9,613 | 113,049(8) | 21,204 | 249,359(10) | | | 2/23/24 | 16,140 | | 26,204(7) | — | 16.45 | 2/23/34 | 16,886 | 198,579(8) | 12,665 | 148,940(10) | | | 2/23/24 | — | | — | — | — | — | — | — | 12,665 | 148,940(11) | | | 5/02/24 | 9,992 | | 19,984(7) | — | 13.96 | 5/02/34 | 11,939 | 140,403(8) | 8,954 | 105,299(10) | | | 5/02/24 | — | | — | — | — | — | — | — | 8,954 | 105,299(11) | | | 1/14/25 | — | | — | — | — | — | 59,382 | 698,332(12) | — | — | | | 4/01/25 | — | | 143,266(13) | — | 13.05 | 2/21/35 | 84,317 | 991,568(14) | — | — | | | 4/01/25 | — | | 94,518(15) | — | 10.44 | 4/01/35 | 52,687 | 619,599(16) | — | — | | Alicia Olivo Executive Vice President, General Counsel and Business Development | 9/30/19 | 1,046 | | — | — | 19.12 | 9/30/26 | — | — | — | — | | | 5/01/20 | 1,024 | | — | — | 27.34 | 5/01/27 | — | — | — | — | | | 5/01/21 | 516 | | — | — | 48.99 | 5/01/28 | — | — | — | — | | | 8/01/21 | 1,117 | | — | — | 46.10 | 8/01/28 | — | — | — | — | | | 5/01/22 | 16,666 | | 5,556(2) | — | 9.45 | 5/01/29 | 2,646 | 31,117(3) | — | — | | | 9/01/22 | 32,522 | | 13,833(2) | — | 10.05 | 9/01/29 | 6,841 | 80,450(3) | — | — | | | 5/11/23 | 24,338 | | 12,170(7) | — | 19.65 | 5/11/30 | 6,503 | 76,475(8) | 19,508 | 229,414(10) | | | 2/23/24 | 16,140 | 16,140 | 26,204(7) | — | 16.45 | 2/23/34 | 16,886 | 198,579(8) | 12,665 | 148,940(10) | | | 2/23/24 | — | | — | — | — | — | — | — | 12,665 | 148,940(11) | | | 1/14/25 | — | | — | — | — | — | 59,382 | 698,332(12) | — | — | | | 2/21/25 | — | | 107,450(7) | — | 13.05 | 2/21/35 | 63,238 | 743,679(8) | — | — |

  88. Outstanding Equity Awards at Fiscal Year-End Table

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    | Table of Contents | Executive Compensation |

  90. Outstanding Equity Awards at Fiscal Year-End Table

    | Option Awards | | | | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Gary Passman Chief Culture Officer | 2/07/23 | 30,587 | 30,588(2) | — | 11.74 | 2/07/30 | 15,972 | 187,831(3) | — | — | | | 5/11/23 | — | — | — | — | — | — | — | 12,723 | 149,622(10) | | | 2/23/24 | 12,985 | 25,972(7) | — | 16.45 | 2/23/34 | 15,536 | 182,703(8) | 11,651 | 137,016(10) | | | 2/23/24 | — | — | — | — | — | — | — | 11,651 | 137,016(11) | | | 1/14/25 | — | — | — | — | — | 39,588 | 465,555(12) | — | — | | | 2/21/25 | — | 89,542(7) | — | 13.05 | 2/21/35 | 52,698 | 619,728(8) | — | — | | Melody Harris Former Chief Operations Officer and President, Oncology Data Solutions | 1/01/23 | 100,806 | — | — | 9.24 | 6/01/26 | — | — | — | — | | | 5/11/23 | 26,455 | — | — | 19.65 | 6/01/26 | — | — | — | — | | | 2/23/24 | 14,114 | — | — | 16.45 | 6/01/26 | — | — | — | — | | | 5/02/24 | 6,661 | — | — | 13.96 | 6/01/26 | — | — | — | — | | | 6/01/25 | 14,115 | — | — | 16.45 | 6/01/26 | — | — | — | — | | | 6/01/25 | 50,403 | — | — | 9.24 | 6/01/26 | — | — | — | — | | | 6/01/25 | 47,755 | — | — | 13.05 | 6/01/26 | — | — | — | — | | | 6/01/25 | 6,661 | — | — | 13.96 | 6/01/26 | — | — | — | — | | | 6/01/25 | 13,228 | — | — | 19.65 | 6/01/26 | — | — | — | — |

  91. Outstanding Equity Awards at Fiscal Year-End Table

    (1)Market value based on the closing stock price of $11.76 at December 31, 2025. (2)Option awards vest ratably over four years commencing one year after date of grant. (3)Restricted stock awards vest ratably over four years commencing one year after date of grant. (4)Option awards vest ratably over two years commencing one year after date of grant. (5)Restricted stock awards vest ratably over two years commencing one year after date of grant. (6)Restricted stock awards vest on the fourth anniversary of the date of grant. (7)Option awards vest ratably over three years commencing one year after date of grant. (8)Restricted stock awards vest ratably over three years commencing one year after date of grant. (9)Performance-based restricted stock awards vest based on the Absolute TSR Goal in the 12-month period commenced December 7, 2022 and ended on December 6, 2023. As this market condition has been met, this portion of the award vest in four equal annual installments beginning December 7, 2023, subject to Mr. Sherman’s continued employment through each applicable vesting date. (10)Performance-based restricted stock awards will vest based on the achievement of a total stockholder return ("TSR") performance target, measured on the first, second and third anniversaries of the date of grant. If the TSR performance target is achieved, the awards will vest at the end of the three-year requisite service period subject to the Named Executive Officer's continued employment through the vesting date. (11)Performance-based restricted stock awards will vest based on the achievement of the revenue performance target at the end of the performance period, which is the three-fiscal-year period beginning January 1, 2024 and ending December 31, 2026. The number of shares vested is based on the achievement of the cumulative fiscal year revenue goal, subject to the Named Executive Officer's continued employment through the vesting date. (12)Restricted stock awards vest on January 13, 2026. (13)Mr. Stone was granted option awards on February 21, 2025 which were subsequently modified on April 1, 2025 to vest on the 12-month, 18-month, and 24-month anniversaries of the original grant date. (14)Mr. Stone was granted restricted stock units on February 21, 2025 which were subsequently modified on April 1, 2025 to vest on the 12-month, 18-month, and 24-month anniversaries of the original grant date. (15)Option awards vest ratably on the 12-month, 18-month, and 24-month anniversaries of the grant date. (16)Restricted stock awards vest ratably on the 12-month, 18-month, and 24-month anniversaries of the grant date.

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  93. Outstanding Equity Awards at Fiscal Year-End Table

    | Executive Compensation | Table of Contents |

  94. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table shows the options exercised by our Named Executive Officers and the restricted stock and RSUs that vested for each Named Executive Officer during fiscal 2025:

  95. Options Exercised and Stock Vested

    | | Option Awards (1) | | Stock Awards | | | Name Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Tony Zook | — | — | 12,254(3) | 89,209 | | Christopher Smith | — | — | 455,120(3) | 4,065,321 | | Jeffrey Sherman | — | — | 61,993(3) | 675,219 | | Warren Stone | — | — | 46,327(3) | 484,291 | | Alicia Olivo | 8,977 | 17,505 | 24,514(3) | 223,471 | | Gary Passman | — | — | 15,752(3) | 193,931 | | Melody Harris | — | — | 138,013(3) | 1,601,153 |

  96. Options Exercised and Stock Vested

    (1)The value of options realized on exercise is the difference between the closing price of our common stock on the exercise date and the exercise price, multiplied by the number of shares acquired on exercise. (2)The value of stock realized on the vesting of restricted stock and RSUs is the product of the number of shares or units, as applicable that vested and the closing price of our common stock on the vesting date. (3)Shares were withheld to cover tax withholding obligations in connection with the vesting of these awards. The number of shares reported represents the gross number before the withholding of such shares.

  97. Employment Agreements and Potential Payments Upon Termination or Change in Control

    Employment Agreements and Potential Payments Upon Termination or Change in Control The Company is a party to an employment agreement with each of its currently employed Named Executive Officers that contains provisions for payment of severance upon termination of employment by either the Company without cause or the executive for good reason, or terminations occurring during a change of control period. General terms under these arrangements for each of our Named Executive Officers are described below. Mr. Smith did not receive severance payments in connection with his retirement. Please see the CD&A section "Overview and Philosophy - Mr. Smith's Transition Arrangement" above for a description of his post-employment Special Advisor Agreement. In connection with her termination of employment, Ms. Harris received total severance benefits equal to $677,385, which reflected payment of salary continuation, target bonus and benefits continuation coverage, and the acceleration of certain of her unvested options as described in the CD&A under the section "Overview and Philosophy - Executive Team Retention", which resulted in an accounting charge no additional incremental compensation cost.

  98. Potential Payments Upon Termination

    Potential Payments Upon Termination In the event of termination of an executive’s employment by either the Company without cause or the executive for good reason, under their employment and service agreements, the Company will provide the following in addition to final compensation: •an amount equal to one time the executive’s annual base salary, •an amount equal to the executive’s target bonus, •reimbursement of COBRA premiums for up to 12 months following the executive’s termination, and •accelerated vesting of time-based equity awards outstanding at the time of the executive’s termination that would have continued to vest for the following 12 months.

  99. Potential Payments Upon Termination

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  100. Potential Payments Upon Termination

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  101. Potential Payments Upon Termination

    The following table presents estimated amounts that would be payable or provided to the below currently employed Named Executive Officers if employment were terminated by either the Company without cause or the executive for good reason at December 31, 2025:

  102. Potential Payments Upon Termination

    | | Benefits and Payments Upon Termination | | | | Named Executive Officer | Base Salary ($) | Target Bonus ($) | Benefits(1) ($) | | Tony Zook | 850,000 | 850,000 | 22,305 | | Jeffrey Sherman | 625,000 | 437,500 | 29,272 | | Warren Stone | 650,000 | 455,000 | 20,213 | | Alicia Olivo | 540,000 | 324,000 | 29,272 | | Gary Passman | 452,000 | 271,200 | 29,272 |

  103. Potential Payments Upon Termination

    (1)Represents the estimated incremental cost to the Company for continuation of health care benefits for 12 months. Amounts vary based on elected coverage options for each executive. The following table presents accelerated vesting for certain equity awards outstanding at the time of the executive’s termination for each currently employed Named Executive Officer, if employment was terminated by either the Company without cause or the executive for good reason at December 31, 2025:

  104. Potential Payments Upon Termination

    | | Vesting Upon Termination | | | | | Named Executive Officer | Unvested Option Awards (#) | Option Awards Estimated Benefit (1) ($) | Unvested Stock Awards (#) | Stock Awards Estimated Benefit (1) ($) | | Tony Zook | 243,309 | 321,168 | 140,498 | 1,652,256 | | Jeffrey Sherman | 186,262 | 8,721 | 163,534 | 1,923,160 | | Warren Stone | 291,929 | 106,017 | 225,149 | 2,647,752 | | Alicia Olivo | 83,516 | 36,489 | 104,894 | 1,233,553 | | Gary Passman | 58,127 | 306 | 72,908 | 857,398 |

  105. Potential Payments Upon Termination

    (1)Estimated benefit based on the closing stock price of $11.76 at December 31, 2025.

  106. Potential Payments Upon Termination

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  107. Potential Payments Upon Termination

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  108. Potential Payments Upon Change in Control

    Potential Payments Upon Change in Control In the event of termination of employment during the three-month period prior to or the twenty-four-month period following a change in control (“Change in Control Period”), the general terms of these arrangements are as follows: In the event of termination of an executive’s employment by either the Company without cause or the executive for good reason during a Change in Control Period, the Company will provide the following in addition to final compensation: •an amount equal to the executive’s base salary times two; •an amount equal to the executive’s target bonus; •reimbursement of COBRA premiums for up to 12 months following the executive’s termination; •accelerated vesting of all unvested equity awards outstanding at the time of the executive’s termination; The following table presents estimated amounts that would be payable or provided to the currently employed Named Executive Officers if employment was terminated due to a change in control at December 31, 2025:

  109. Potential Payments Upon Change in Control

    | | Benefits and Payments Due to Change in Control | | | | Named Executive Officer | Base Salary ($) | Target Bonus ($) | Benefits ($)(1) | | Tony Zook | 1,700,000 | 850,000 | 22,305 | | Jeffrey Sherman | 1,250,000 | 437,500 | 29,272 | | Warren Stone | 1,300,000 | 455,000 | 20,213 | | Alicia Olivo | 1,080,000 | 324,000 | 29,272 | | Gary Passman | 904,000 | 271,200 | 29,272 |

  110. Potential Payments Upon Change in Control

    (1)Represents the estimated incremental cost to the Company for continuation of health care benefits for 12 months. Amounts vary based on elected coverage options for each executive. The following table presents accelerated vesting for certain equity awards outstanding to the currently employed Named Executive Officers if employment was terminated due to a change in control on December 31, 2025:

  111. Potential Payments Upon Change in Control

    | | Vesting Due to Change in Control | | | | | Named Executive Officer | Unvested Option Awards (#) | Option Awards Estimated Benefit (1) ($) | Unvested Stock Awards (#) | Stock Awards Estimated Benefit (1) ($) | | Tony Zook | 729,927 | 963,504 | 421,496 | 4,956,793 | | Jeffrey Sherman | 351,448 | 8,721 | 286,691 | 3,371,486 | | Warren Stone | 486,757 | 147,605 | 363,062 | 4,269,609 | | Alicia Olivo | 165,213 | 36,489 | 168,161 | 1,977,573 | | Gary Passman | 146,102 | 612 | 135,445 | 1,592,833 |

  112. Potential Payments Upon Change in Control

    (1)Estimated benefit based on the closing stock price of $11.76 at December 31, 2025.

  113. Potential Payments Upon Change in Control

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  114. Potential Payments Upon Change in Control

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  115. Timing of Potential Payments Upon Termination or Change in Control

    Timing of Potential Payments Upon Termination or Change in Control The timing of severance payments is subject to certain terms and conditions contained within each Named Executive Officer’s agreement. For a complete description of these terms and conditions please refer to Exhibit 10.2, Form of Executive Employment Agreement between NeoGenomics, Inc. and each of its executive officers, as incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

  116. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The following table sets forth the pay ratio of NeoGenomics’ Chief Executive Officer, Tony Zook, to that of NeoGenomics’ approximate median employee total compensation for the year ended December 31, 2025.

  117. Chief Executive Officer Pay Ratio

    | Chief Executive Officer total compensation in 2025 | $9,375,553 | | Median employee approximate total compensation in 2025 | $101,144 | | Ratio of Chief Executive Officer compensation to median employee total compensation | 93:1 |

  118. Chief Executive Officer Pay Ratio

    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 salary, wages, and other compensation, which—depending on the individual—could include items such as commissions, bonuses, overtime pay, and shift differentials as the consistently applied compensation measure 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 2025, 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) basic life and AD&D insurance premiums. Once we identified the median employee for purposes of the pay ratio above, we calculated total compensation in the same manner as we calculated the compensation of our Named Executive Officers under Item 402 of Regulation S-K. With respect to the annual total compensation of our Chief Executive Officer, we included the amount reported for Mr. Zook in the “Total” column for 2025 in the Summary Compensation Table included in this proxy statement. For CEO Pay Ratio purposes, we annualized Mr. Zook’s base salary. Mr. Zook’s annualized base salary was $850,000, treating it as if he had served as CEO for the entire 2025 fiscal year. No other forms of compensation were annualized. Consistent with Item 402(u) of Regulation S-K, we may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the prior year’s CEO pay ratio disclosure. We reviewed changes in our employee population and employee compensatory arrangements and determined that updates were warranted for the 2025 CEO pay ratio disclosure. Accordingly, we identified a new median employee for 2025 using December 31, 2025 as our determination date. 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.

  119. Chief Executive Officer Pay Ratio

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  120. Chief Executive Officer Pay Ratio

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  121. 2025 Pay Versus Performance Table And Supporting Narrative

    2025 Pay Versus Performance Table And Supporting Narrative The following table and supporting narrative contain information regarding “compensation actually paid” to our named executive officers and the relationship to company performance:

  122. 2025 Pay Versus Performance Table And Supporting Narrative

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) | Summary Compensation Table Total for PEO # 2 ($)(2) | Compensation Actually Paid to PEO #2 ($)(2) | Summary Compensation Table Total for PEO #3 ($)(3) | Compensation Actually Paid to PEO #3 ($)(3) | Summary Compensation Table Total for PEO #4 ($)(4) | Compensation Actually Paid to PEO #4 ($)(4) | Summary Compensation Table Total for PEO #5 ($)(5) | Compensation Actually Paid to PEO #5 ($)(5) | | 2025 | 9,141,012 | 11,903,799 | 4,045,936 | (10,930,010) | Not a PEO | Not a PEO | Not a PEO | Not a PEO | Not a PEO | Not a PEO | | 2024 | Not a PEO | Not a PEO | 11,338,487 | 10,319,372 | Not a PEO | Not a PEO | Not a PEO | Not a PEO | Not a PEO | Not a PEO | | 2023 | Not a PEO | Not a PEO | 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 | Not a PEO | Not a PEO | 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 | Not a PEO | Not a PEO | 11,479,855 | 9,094,405 | 7,227,002 | (3,903,431) |

  123. 2025 Pay Versus Performance Table And Supporting Narrative

    | Year | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(6) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(6) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ millions) | Company-selected measure (Adjusted EBITDA) ($ millions)(8) | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($)(7) | | | | 2025 | 3,812,179 | 1,571,210 | 22 | 125 | (108) | 43 | | 2024 | 2,812,298 | 2,208,812 | 56 | 118 | (79) | 40 | | 2023 | 3,405,652 | 5,080,784 | 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) |

  124. 2025 Pay Versus Performance Table And Supporting Narrative

    (1)Reflects compensation for our Chief Executive Officer, Tony Zook, who has served as our Principal Executive Officer (“PEO”) since April 1, 2025. (2)Reflects compensation for our Former Chief Executive Officer, Christopher Smith, who served as our PEO from August 15, 2022 through April 1, 2025. (3)Reflects compensation for our Interim Chief Executive Officer, Lynn Tetrault, who served as our PEO from March 28, 2022 through August 14, 2022. (4)Reflects compensation for our Former Chief Executive Officer, Mark Mallon, who served as our PEO from April 19, 2021 through March 27, 2022. (5)Reflects compensation for our Former Chair of the Board and Chief Executive Officer, Douglas VanOort, who served as our PEO from January 1, 2021 through April 19, 2021. (6)Reflects compensation for Kathryn McKenzie, George Cardoza, Halley Gilbert, Clive Morris in 2021, Jeffrey Sherman, William Bonello, Warren Stone, Vishal Sikri, Dr. Shashikant Kulkarni in 2022, Jeffrey Sherman, Warren Stone, Vishal Sikri, Melody Harris in 2023, Jeffrey Sherman, Warren Stone, Melody Harris, Alicia Olivo, and Vishal Sikri in 2024, and Jeffrey Sherman, Warren Stone, Melody Harris, Alicia Olivo, and Gary Passman in 2025. (7)Peer Group used for Total Stockholder Return comparisons reflects the Nasdaq Biotechnology Index. (8)We determined adjusted EBITDA, a non-GAAP measure, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid (“CAP”) to our PEO and Non-PEO Named Executive Officers in the year 2025.

  125. 2025 Pay Versus Performance Table And Supporting Narrative

    | NeoGenomics, Inc. | 62 | 2026 Proxy Statement |

  126. 2025 Pay Versus Performance Table And Supporting Narrative

    | Table of Contents | Executive Compensation |

  127. 2025 Pay Versus Performance Table And Supporting Narrative

    To calculate the CAP for our PEOs and other Named Executive Officers the following adjustments were made to Summary Compensation Table total compensation:

  128. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance The following charts visually represent the relationships between CAP to our PEOs, and the average for our non-PEO Named Executive Officers and select NeoGenomics financial performance measures.

  129. Compensation Actually Paid Versus Company Performance

    | NeoGenomics, Inc. | 64 | 2026 Proxy Statement |

  130. Compensation Actually Paid Versus Company Performance

    | Table of Contents | Executive Compensation |

  131. •Proposal 1 - Election of Directors

    •Proposal 1 - Election of Directors A director nominee will be elected if the number of votes cast by stockholders virtually or via proxy "for" the nominee exceeds the number of votes cast "against" that nominee. You may vote "for" or "against" or abstain from voting on each nominee. Abstentions and broker non-votes will have no effect on the outcome of Proposal 1.