UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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☐             Preliminary Proxy Statement

☐             Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))

☒             Definitive Proxy Statement

☐             Definitive Additional Materials

☐             Soliciting Material under Rule 14a-12

NeoGenomics, Inc.

(Name of Registrant as Specified In Its Charter)

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

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April 14, 2022

NeoGenomics, Inc.

12701 Commonwealth Drive

Suite 99490 NeoGenomics Way

Fort Myers, Florida 3391333912

To our Stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to attend our 20212022 Annual Meeting of Stockholders of NeoGenomics, Inc., which will be held on Thursday, May 27, 2021,June 2, 2022, at 10:00 a.m., Eastern Time. The 2022 Annual Meeting will be a completely virtual meeting which will be conducted via live webcast.

Details regarding the meeting and the business to be conducted are described in the accompanying Proxy Statement. In addition to considering the matters described in the Proxy Statement, we will report on matters of interest to our stockholders.

We are pleased to inform you that instead of a paper copy of our proxy materials, most of our stockholders will be mailed a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”). on April 14, 2022. The Notice of Internet Availability contains instructions on how to access proxy materials and how to submit your proxy over the Internet.internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials, if desired. All stockholders who do not receive a Notice of Internet Availability will be mailed a paper copy of the proxy materials. Furnishing proxy materials over the internet allows us to provide our stockholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the live webcast of the 2022 Annual Meeting. Please vote electronically over the Internet,internet, by telephone, or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the 2022 Annual Meeting. Instructions on how to vote while participating at the meeting live via the Internetinternet are posted at www.virtualshareholdermeeting.com/NEO2021.NEO2022.

On behalf of the Board of Directors and management, we thank you for your continued support and confidence in NeoGenomics.

Sincerely,

Douglas M. VanOortLynn A. Tetrault

Chairman and Chief Executive OfficerChair of the Board of Directors

April 15, 2021

Notice of 20212022 Annual Meeting of Stockholders

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NeoGenomics, Inc., will be held on Thursday, May 27, 2021,June 2, 2022, at 10:00 a.m., Eastern Time. The 2022 Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the 2022 Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NEO2021.NEO2022. For instructions on how to attend and vote your shares at the 2022 Annual Meeting, see the information in the accompanying Proxy Statement.

ITEMS OF BUSINESS:

1. To elect nineseven directors from the nominees named in the attached Proxy Statement.

2. To approve, on a non-binding advisory basis, executive compensationcompensation.

3. To approve the SecondThird Amendment of the AmendedEmployee Stock Purchase Plan (as amended and Restated Equity Incentive Plan.restated).

4. To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2021.2022.

5. To consider any other business properly brought before the 2022 Annual Meeting.

RECORD DATE:

You can vote if you were a stockholder of record as of the close of business on March 31, 2021.April 5, 2022.

PROXY VOTING:

It is important that your shares be represented at the 2022 Annual Meeting regardless of the number of shares you hold. Whether or not you expect to virtually attend, please complete, date, sign and return the accompanying proxy card in the enclosed envelope or use the telephone or internet method of voting as described on your proxy card to ensure the presence of a quorum at the meeting. Even if you have voted by proxy and you virtually attend the meeting, you may, if you prefer, revoke your proxy and vote your shares virtually.

By Order of the Board of Directors

Denise

Halley E. PedullaGilbert

Corporate Secretary

Important notice regarding the availability of proxy materials for the 2022 Annual Meeting of Stockholders to be held on Thursday, May 27, 2021.June 2, 2022. Our 2022 Proxy Statement and 2021 Annual Report to Stockholders are available at www.proxyvote.com.

TABLE OF CONTENTSTable of Contents

NEOGENOMICS, INC.

PROXY STATEMENT FOR THE

20212022 ANNUAL MEETING OF STOCKHOLDERS

NeoGenomics, Inc. (“we,,” “us,“us,” “our,“our,” “NeoGenomics,“NeoGenomics,” or the “Company”“Company”), having its principal executive offices at 12701 Commonwealth Drive, Suite 9,9490 NeoGenomics Way, Fort Myers, Florida 33913,33912, is providing these proxy materials in connection with the 20212022 Annual Meeting of Stockholders of NeoGenomics, Inc. (the “2021“2022 Annual Meeting”Meeting”). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the 20212022 Annual Meeting.

The following is a summary of certain key disclosures in our Proxy Statement. This is only a summary and may not contain all the information that is important to you. For more complete information, please review the full Proxy Statement as well as our 2021 Annual Report, which includes our Annual Report on Form 10-K, as filed with the SEC on February 25, 2022.

QUESTIONS AND ANSWERS ABOUT THECorporate Governance

Transforming Patient Care by Living our Values

We believe that strong corporate governance practices provide a framework for the Board’s oversight of the short-term and long-term health, strategy and overall success of NeoGenomics. We have established Corporate Governance Guidelines and a Code of Business Conduct and Ethics that provide the foundation for our values of quality, integrity, accountability, teamwork and innovation. Our commitment to integrity and ethics starts at the top with our Board and senior management and extends to every NeoGenomics employee.

We recognize that the Board’s role and oversight extends to sustainability, human capital management, and environmental impact. We continue to have meaningful internal and external conversations about environmental, social and governance (“ESG”) policies and initiatives and are increasing our focus on related efforts. We believe that progress on these objectives aligns with our vision and further supports our progress towards our near and long-term strategic objectives.

Environmental, Social and Governance

We are passionate about promoting a World-Class Culture through employee engagement, training and development, wellness, work-life balance, and communication initiatives. We believe that a diverse and inclusive workforce, where all perspectives are recognized and respected, positively impacts our performance and strengthens our culture. We strive to promote a workplace in which people of diverse race, ethnicity, veteran status, marital status, socio-economic level, national origin, religious belief, physical ability, sexual orientation, age, class, political ideology, and gender identity and expression participate in, contribute to, and benefit equally.

Our commitment to maintaining an excellent workplace includes investing in ongoing opportunities for employee development in a diverse and inclusive environment. We have worked to reflect gender and ethnic diversity and inclusion on our Board and diversity in gender and ethnicity is well-established within our workforce. As of December 31, 2021, ANNUAL MEETINGwomen made up 59% of our global workforce, 20% of our workforce was in supervisory or higher positions, and of that, 53% were female. With regard to the Company’s top two management tiers, 44% of our executive team and our vice presidents were women and 33% of our Board of Directors were women. Ethnicity is also strongly represented: 52% of our workforce and 11% of our Board of Directors were racially or ethnically diverse. Diversity is an active conversation at NeoGenomics including through employee-initiated and employee-led employee resource groups (“ERGs”) such as LGBTQ@Neo, Women@Neo, Veterans@Neo, We S.T.A.N.D@Neo (Standing Together Against Negativity and Discrimination), and Wellness@Neo. These ERGs reinforce our commitment to diversity by fostering community, providing education and support across the business, and facilitating dialogue on relevant and critical employee topics. We regularly seek the input of all of our employees through both in-person roundtables and anonymous weekly surveys. It is important to us that each of our employees has a voice, equal opportunity and a method to communicate their views in a way that they feel comfortable.

Q:  WhenOur employees’ health and wheresafety is important to us. During the COVID-19 pandemic we took measures to support our employees, including de-densifying our laboratories and facilities, adjusting laboratory shifts, restricting visitors to facilities, restricting employee travel, implementing an emergency paid time off policy, and providing remote work-environment training and support. We also established a NeoGenomics program that provided further financial assistance to those employees whose spouses were unable to work due to the pandemic or were otherwise significantly impacted by the pandemic.

In addition, we have established a number of health-focused measures for our employees while recognizing that health extends beyond only physical needs. Our Wellness@Neo ERG has a mission to support the financial, physical, emotional, and social wellness of our employees. The Wellness@Neo ERG sponsors education on a variety of topics including investing, student loan debt,

meditation, and yoga. We continually assess the benefits offered to our employees and in addition to competitive health plans, 401(k) matching and ESPP we offer contributions towards our employees’ student loan debt, tuition reimbursement, gym and fitness studio credits, and an employee assistance program that provides health, family, legal, and financial assistance. In 2021 NeoGenomics received an Inspiring Change Bronze level Aetna Workplace Well-being Award, demonstrating a strong commitment to improving the health of our employees through a comprehensive well-being strategy.

We also encourage and support community involvement and corporate philanthropy. As part of our social wellness program, we partner with VolunteerMatch Virtual Volunteer Opportunities and with Project Helping, a mental wellness organization that creates meaningful social and accessible volunteer experience to help people improve their mental wellness through service. Each year we also provide corporate giving to organizations that are aligned with our purposes and values. During 2021 we made charitable donations, education grants, sponsorship programs, and research grants.

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

Director Nominations. Our Board has a standing Nominating and Corporate Governance Committee (the “Nominating Committee”). The 2021 Annual Meeting will be held on Thursday, May 27, 2021 at 10:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting onlineNominating Committee considers and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NEO2021 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business on March 31, 2021 (the “Record Date”).

Q:  Who is entitled to vote at the 2021 Annual Meeting?

A: Holders of NeoGenomics, Inc. common stock at the close of business on the Record Daterecommends candidates for the 2021 Annual Meeting established by our board of directors (the “Board”), are entitled to receive notice of the 2021 Annual Meeting (the “Meeting Notice”), and to vote their shares at the 2021 Annual Meeting and any related adjournments or postponements. The Meeting Notice, Proxy Statement and form of proxy are first expected to be made available to stockholders on or about April 15, 2021.

As of the close of business on the Record Date, there were 117,046,693 shares of our common stock outstanding, each entitled to one vote. We referelection to the holdersBoard and nominees for committee memberships and committee chairs.

Director candidates are considered based upon a variety of sharescriteria, including demonstrated business and professional skills and experiences relevant to our business and strategic direction, concern for long-term stockholder interests, personal integrity, and sound business judgment. The Nominating Committee seeks individuals from diverse professional backgrounds who combine a broad spectrum of our common stockrelevant industry and strategic experience and expertise as “stockholders” throughout this Proxy Statement.

Q:  Who can attend the 2021 Annual Meeting?

A:  Admission to the 2021 Annual Meeting is limited to:

• stockholders as of the close of business on the Record Date;

• holders of valid proxies for the 2021 Annual Meeting; and

• our invited guests.

Q:  What is the difference between a stockholder of record and a stockholder who holds stock in street name?

A:  If your shares are registered in your name, as evidenced and recordedset forth in the stock ledger maintained byStrategic Competencies Matrix. The Nominating Committee also emphasizes the importance of diversity, equity and inclusion with respect to age, gender, race and ethnicity, sexual orientation, and gender identity and believes that an inclusive environment offers the Company and our transfer agent, you are a stockholderstockholders diversity of record. If your shares are heldopinion and insight in the name of your broker, bank or other nominee, these shares are held in street name.

If you are a stockholder of recordareas most important to us and youour corporate mission. All director candidates must have requested printed proxy materials, we have enclosed a proxy card for youtime available to use for voting. If you hold our shares in street name through one or more banks, brokers or other nominees, you will receivedevote to the Meeting Notice, together with voting instructions, from the third party or parties through which you hold your shares. If you requested printed proxy materials, your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing the broker, bank or other nominee regarding how to vote your shares.

instructions that accompanied your proxy materials. If your shares are heldStrategic Competencies Matrix in “street name,” you should contact your bank or brokerthe context of the then-current needs of the Company. In identifying potential director candidates the Board may also seek input from the executive officers and may also consider recommendations by employees, community leaders, business contacts, third-party search firms, and any other sources deemed appropriate by the Nominating Committee. The Nominating Committee will also consider director candidates recommended by stockholders to obtain your 16-digit control number or otherwise vote throughstand for election at the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the listannual meeting of stockholders so long as such recommendations are submitted in accordance with the procedures described below under “Stockholder Recommendations for Board Candidates.”

Board Leadership Structure. Consistent with the Company’s Corporate Governance Guidelines our Board has a policy that allows the Chair of the Record Date.

• By mail. If you electedBoard and Chief Executive Officer positions to receive printed proxy materials by mail, you may vote by signingbe separate or combined and, returningif they are to be separate, allows the proxy card provided. Please allow sufficient time for mailing if you decide to vote by mail.

• By internet or telephone. You may also vote over the internet at www.proxyvote.com or vote by telephone at 1-(800) 690-6903. Please see proxy card for voting instructions.

Q:  How can I change or revoke my vote?

A:  You may change your vote as follows:

• Stockholders of record. You may change or revoke your vote by submitting a written notice of revocation to NeoGenomics, Inc., 12701 Commonwealth Drive, Suite 9, Fort Myers, Florida 33913, Attention: Denise E. Pedulla, Corporate Secretary, or by submitting another proxy card before the conclusionChair of the 2021 Annual Meeting. For all methods of voting,Board role to be either selected from among the last vote cast will supersede all previous votes.

• Beneficial owners of shares held in“street name.” You may changeindependent directors or revoke your voting instructions by followingan executive officer. Our Board believes that it should have the specific directions providedflexibility to you by your bank or broker or other nominee.

Q:  What if I do not specify a choice for a matter when returning a proxy?

A:  Your proxy will be treated as follows:

• Stockholders of record. If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your sharesmake these determinations at any given time in the manner recommended byway that it believes best to provide appropriate leadership for the Company. Our Board has reviewed the current Board leadership structure in light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, and other relevant factors.

Through April 18, 2021, the Board determined it was appropriate that Douglas M. VanOort serve as Chair of the Board and Chief Executive Officer. On April 19, 2021, Mr. VanOort retired as Chief Executive Officer and was appointed Executive Chair of the Board. On October 7, 2021, Mr. VanOort retired as Executive Chair of the Board but remained a Director until November 10, 2021. Upon Mr. VanOort’s retirement as Chief Executive Officer, Mark W. Mallon was appointed Chief Executive Officer and a Director of the Company. On July 16, 2020, Lynn A. Tetrault was appointed Lead Independent Director until her appointment as non-executive Chair of the Board on October 7, 2021. Effective March 28, 2022, Mr. Mallon stepped down from his position as Chief Executive Officer and resigned from the Board. In connection with Mr. Mallon’s resignation, Ms. Tetrault was appointed the Executive Chair of the Board.

Director Independence. Our Corporate Governance Guidelines provide that our Board will consist of a majority of independent directors and in making independence determinations, the Board will observe all matters presented in this Proxy Statement andapplicable requirements, including the applicable corporate governance listing standards of the Nasdaq Stock Market LLC (“Nasdaq”). Under Nasdaq rules, the Board has a responsibility to make an affirmative determination that those members of its Board that serve as the proxy holders may determine in their discretion for any other matters properly presented for a vote at the meeting.

• Beneficial owners of shares held in “street name.” If you are a beneficial owner of shares held in street name andindependent directors do not providehave any relationships with the organizationCompany and its businesses that holds your shareswould impair their independence. In connection with specific voting instructions,these determinations the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. IfBoard reviews information regarding transactions, relationships, and arrangements involving the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of electionCompany and its businesses and each director that it does not have the authoritydeems relevant to vote on this matter with respect to your shares. This is referred to as a “broker non-vote.”

Q:  Which ballot measures are considered “routine” or “non-routine?”

A:  The ratification of appointment of Independent Registered Public Accounting Firm (“Proposal 4”) is considered to be a routine matter under applicableindependence, including those required by Nasdaq rules. Broker non-votes are not expected to occur on this proposal.

The electionBoard has determined that each of the directors, with the exception of Mr. Mallon, were independent in 2021. Upon Ms. Tetrault’s appointment to Executive Chair of the Board on March 28, 2022 she was no longer independent. The Audit Committee, the Compliance Committee, the Culture and Compensation Committee, and the Nominating and Corporate Governance Committee are each composed entirely of directors (“Proposal 1”),who are independent under Nasdaq rules and the advisory voteapplicable rules of the United States Securities and Exchange Commission (the “SEC”).

Board Role in Risk Oversight.The Board administers its enterprise risk oversight function directly and through its Committees. The Board and the Audit Committee have primary oversight over enterprise risks and regularly discuss with management major risk exposures, including cybersecurity, their potential financial impact on the compensation paid to our named executive officers (“Proposal 2”)Company, and the second amendmentsteps taken to monitor, control and mitigate those risks. The Nominating and Corporate Governance Committee (“Nominating Committee”) has primary oversight over ESG matters, the AmendedCulture and Restated Equity Incentive Plan (“Proposal 3”), are considered to be non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1, 2 and 3.

Q:  Could other matters be decided at the 2021 Annual Meeting?

A:  As of the date of the filing of this Proxy Statement, we were not aware of any matters to be raised at the 2021 Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the 2021 Annual Meeting for consideration, the proxy holders for the 2021 Annual Meeting will have the discretion to vote on those matters for stockholders who have submitted a proxy card.Compensation Committee has primary oversight

Q:  Who is soliciting proxiesover risks associated with compensation policies and what ispractices and the cost?

A:  We are making,Compliance Committee has primary oversight over the Corporate Compliance Program and will bear all expenses incurred in connection with,Code of Business Conduct and Ethics. Please refer to the solicitation of proxies. Although we do not currently contemplate doing so, we may engage a proxy solicitation firm to assist us in soliciting proxies,section “Information Regarding Meetings and if we do so we will pay the fees of any such firm. In addition to solicitation by mail, our directors, officers and employees may solicit proxies from stockholders by telephone, letter, electronic mail, facsimile or virtually. Following the original mailingCommittees of the Meeting Notice, we will request brokers, custodians, nominees and other record holders to forward their own notice and, upon request, to forward copiesBoard” below for a full description of the Proxy Statementresponsibilities of each Committee and related soliciting materials to persons for whom they hold shares of our common stock and to request authority fortheir role in overseeing the exercise of proxies. In such cases, upon the request of the record holders, we will reimburse such holders for their reasonable expenses.Company’s major risk exposures.

Q:  What should I do if I have questions regarding the 2021 Annual Meeting?

A:  If you have any questions about the 2021 Annual Meeting or would like additional copies of any of the documents referred to in this Proxy Statement, please call our Investor Relations department at (239) 768-0600.

PROPOSAL 1—ELECTION OF DIRECTORS

General

At the 20212022 Annual Meeting, a board of nineseven 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 removaldeath, resignation or resignation from our Board)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.Board, or the Board may reduce the number of directors to be elected at the 2022 Annual Meeting.

Information as to Nominees and Other DirectorsDirector Information

Background information, as of April 15, 2021,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 nomineenominees should serve on the Board, is set forth below. Raymond R. Hipp and Steven C. Jones have both decided to not stand for reelection in 2021.

Douglas M. VanOort, age 65. Mr. VanOort has served as the Chairman of the Board and Chief Executive Officer of the Company since October 28, 2009. For seven months prior to October 2009, he served as Chairman of the Board, Executive Chairman and Interim Chief Executive Officer. Prior to joining the Company, Mr. VanOort was a General Partner with a private equity firm, and a Founding Managing Partner of a venture capital firm. From 1982 through 1999, Mr. VanOort served in various positions at Corning Incorporated (“Corning”) and at its spin-off company, Quest Diagnostics, Inc. (“Quest Diagnostics”). During the period from 1995 through 1999, he served as the Senior Vice President Operations for Quest Diagnostics which was then a $1.5 billion newly formed NYSE-traded Company. During the period of 1989 to 1995, he held senior executive positions at Corning Life Sciences, Inc., including Executive Vice President. Corning Life Sciences Inc. had revenues of approximately $2 billion and was spun-off in a public transaction to create both Quest Diagnostics and Covance, Inc. From 1982 to 1989, Mr. VanOort served in various executive positions at Corning, including Director of Mergers & Acquisitions. Mr. VanOort served as the Chair of the American Clinical Laboratory Association through March 2021 where he previously served as a member of the Board. Mr. VanOort is a graduate of Bentley University.

Mark W. Mallon, age 58. Mr. Mallon has significant healthcare and pharmaceutical experience and a strong track record of success building industry-leading businesses in the U.S. and globally. Mr. Mallon has served as CEO of Ironwood Pharmaceuticals since January 2019. Prior to his role at Ironwood Pharmaceuticals, he spent twenty-four years at AstraZeneca in various roles of increasing scope and responsibility, including serving on the Executive Committee and as Executive Vice President of Global Product and Portfolio Strategy, Medical Affairs and Corporate Affairs from 2016 through January 2019. Prior to this role he held several senior sales and marketing roles at AstraZeneca, including Executive Vice President, International from 2013 through 2017. He started his career in the biopharmaceutical industry in management consulting. Mr. Mallon earned his B.S. in chemical engineering from the University of Pennsylvania and his master’s degree in business administration in marketing and finance from the Wharton School of Business.

Lynn A. Tetrault, age 58.59, Executive Chair of the Board. Ms. Tetrault haswas appointed Executive Chair of the Board effective March 28, 2022. Prior to that time, Ms. Tetrault served as a directornon-executive Chair since June 2015 and was appointedOctober 2021, as Lead Independent Director of the Company infrom July 2020.2020 to October 2021 and as a director since June 2015. She also serves as a non-executivean independent director of Rhythm Pharmaceuticals, Inc., a position to which she was appointed in December 2020. Ms. Tetrault has more than 25 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 all human resources strategy,

Skills and Qualifications: Mr. Crowther has experience in the healthcare industry and a strong knowledge of the hospital market, having served as Chief Executive Officer of a healthcare system for 23 years. We believe Mr. Crowther’s experience in this role allows him to provide insight into how the Company should manage the hospital market. Because of Mr. Crowther’s extensive industry knowledge and his experience serving on the boards of directors of other public companies, we believe Mr. Crowther is well qualified to serve on our Board.

David J. Daly, age 60, Board Member. Mr. Daly has served as a director since November 2021. Mr. Daly currently serves as the President and Chief Operating Officer at Singular Genomics, a novel next generation sequencing and multi-omics technology platform company. Prior to Singular Genomics, from 2019 to 2021, Mr. Daly served as Chief Executive Officer at Thrive Earlier Detection, a liquid biopsy focused cancer screening company that was acquired by Exact Sciences Corporation. During the course of his extensive career in diagnostics, Mr. Daly has also served in key leadership roles at Illumina, where he was Senior Vice President and General Manager of Commercial Operations for the Americas Region; Foundation Medicine where he was Chief Commercial Officer; Life Technologies where he led the oncology business unit; and Clarient, Inc. where he served as Chief Commercial Officer. Mr. Daly has also held positions with Roche Diagnostics and Abbott Laboratories. Mr. Daly holds a BA in Economics from the University of California, Irvine and an MA in Economics from the University of California, Santa Barbara.

Skills and Qualifications: Mr. Daly has spent more than two decades of his clinical diagnostic career in a variety of senior leadership roles. His positions cover a wide variety of business functions in life sciences, including commercial operations, sales, marketing, field service technical support, and field applications. Since February 2021 he has served as President and Chief Operating Officer of Singular Genomics and before that was the Chief Executive Officer of Thrive Early Detection Corp., a cancer detection and diagnostic company, until it was acquired. We believe his experience at both large-scale organizations and fast growing life science start-ups enable Mr. Daly to provide valuable insights on our Board and therefore Mr. Daly is well qualified to serve on our Board.

Dr. Alison L. Hannah, age 60.61, Board Member and Chair of the Compliance Committee. Dr. Hannah has served as a director since June 2015. Dr. Hannah has over 30 years’ experience in the development of investigational cancer chemotherapies. Dr. Hannah presently workscurrently serves as Senior Vice President and Chief Medical Officer at CytomX Therapeutics, an oncology-focused biopharmaceutical company. Prior to this position she served as a consultant to the pharmaceutical industry, working with over 25 companies over 20 years with a focus on molecularly targeted anti-cancer therapy. Previously, Dr. Hannah worked as Senior Medical Director at SUGEN (working on Sutent and other tyrokine kinase inhibitors) and Quintiles, a global Contract Research Organization.contract research organization. Dr. Hannah has also served on the board of directors of Rigel Pharmaceuticals since May 2021. Dr. Hannah specializes in clinical development strategy and has filed over 30 Investigational New Drug applications for new molecular entities and 8seven successful New Drug Applications (including talazoparib, enzalutamide, defibrotide, carfilzomib, and others). SheDr. Hannah has a bachelor’s degreeBS in biochemistry and immunology from Harvard University and hera medical degree from the University of Saint Andrews. She is a member of ASCO, AACR, ASH, ESMO, SITC, and a Fellow with the Royal Society of Medicine.

Kevin C. Johnson, age 66. Mr. JohnsonSkills and Qualifications: Dr. Hannah has servedsignificant healthcare knowledge having spent over 20 years as a director since October 2010. Mr. Johnson wasconsultant in the field of oncology drug development and has over 30 years of experience working with biopharmaceutical companies. Dr. Hannah presently works as Senior Vice President and Chief ExecutiveMedical Officer for United Allergy Services, a providerat CytomX Therapeutics, an oncology-focused biopharmaceutical company, giving her direct insight into current market dynamics. Dr. Hannah has extensive knowledge of allergythe clinical trials marketplace and we believe she will continue to offer valuable guidance on how the Company should position itself to obtain clinical trials diagnostic testing volumes as the Company continues to grow its revenue in that area. Because of this experience and immunotherapy services, from September 2014 through July 2015. From January 2003 until September 2014 and July 2015knowledge, we believe Dr. Hannah is well qualified to present, Mr. Johnson was retired. From May 1996 until January 2003, Mr. Johnson was Chairman, Chief Executive Officer and President of DIANON Systems, Inc. (“DIANON”), a publicly-traded cancer diagnostic services company providing anatomic pathology and molecular genetic testing services to physicians nationwide. During that time, DIANON grew annual revenues from approximately $56 million in 1996 to approximately $200 million in 2002. DIANON was sold to Laboratory Corporation of America (NYSE: LH) in January 2003. Prior to joining DIANON in 1996, Mr. Johnson was employed by Quest Diagnostics and Quest’s predecessor, the Life Sciences Division of Corning, for 18 years, and held numerous management and executive level positions.serve on our Board.

Stephen M. Kanovsky, age 58.59, Board Member and Chair of the Nominating and Corporate Governance Committee. Mr. Kanovsky has served as a director since July 2017. Mr. Kanovsky, who has worked at General Electric since 2012, is General Counsel, Commercial of GE Healthcare, a business unit of General Electric that provides medical technologies and solutions to the global healthcare industry and supports customers in over 100 countriesthroughout the world with a broad range of services and systems, from diagnostic imaging and healthcare IT through to molecular diagnostics and life

Information Officer at Optimer Pharmaceuticals and held various senior technology roles at Pfizer. Ms. Stahler holds a BA from the University of Pennsylvania and an MBA from Columbia Business School.

Skills and Qualifications:Ms. Stahler is an experienced Chief Information Officer, having held several executive positions in the pharmaceutical industry, currentlyincluding at Allergan, a global pharmaceutical leader focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical, and regenerative medicine products for patients around the world. We believe Ms. Stahler’s experience in designing clinical and commercial systems and prior senior technology roles will continue to enhance the Company’s information technology policies and operations, as well as the composition and governance of the board of directors.Board, and therefore we believe Ms. Stahler is well qualified to serve on our Board.

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

Board Leadership Structure. Consistent with the Company’s Corporate Governance Guidelines, our Board has a policy that allows the offices of Chairman of the Board and Chief Executive Officer to be separate or combined and, if they are to be separate, allows Chairman of the Board role to be either selected from among the independent directors or an executive officer. Our Board believes that it should have the flexibility to make these determinations at any given time in the way that it believes best to provide appropriate leadership for the Company at that time. Our Board has reviewed our current Board leadership structure in light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, and other relevant factors. Considering these factors, through April 2021, the Company determined it was appropriate to have the same individual, Douglas VanOort, serve as Chief Executive Officer and Chairman of the Board. Beginning on July 16, 2020, Board Member Lynn Tetrault was appointed Lead Independent Director. On April 19, 2021, Mark W. Mallon will become Chief Executive Officer of the Company with Douglas VanOort retiring as Chief Executive Officer, and assuming the role of Executive Chairman of the Board.

Board Role in Risk Oversight.The Board administers its enterprise risk oversight function directly and through the Audit Committee. The Board and the Audit Committee regularly discuss with management the Company’s major risk exposures, including cybersecurity, their potential financial impact on the Company, and the steps taken to monitor, control and mitigate those risks. Please refer to the section “Information Regarding Meetings and Committees of the Board” below for a full description of the responsibilities of each Committee and their role in overseeing the Company’s major risk exposures.

Strategic Competencies Matrix

Competencies / Attributes

Lynn A.   Tetrault

Bruce K.   Crowther

David J.   Daly

Dr. Alison   L. Hannah

Stephen M.   Kanovsky

Michael A.   Kelly

Rachel A.   Stahler

Financial (Reporting, Auditing, Internal Controls)

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Human Resources/Organizational Development

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Legal/Governance/Business Conduct

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Sales/Marketing

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Risk Management

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Information Technology

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Public Policy/Regulatory Affairs

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Information Regarding Meetings and Committees of the Board

The Board. The Board met four times for regular meetings during 2020.2021. All of such meetings were regularly scheduled meetings and telephonic calls were held as needed. In addition the Board held five12 special meetings during 2020.2021. During 2020,2021, each incumbent director attended 75% or more of the Board and applicable committee meetings for the periods during which each such director served. Although not required, directors are invited to attend the annual meetingsmeeting of our stockholders. We held an annual meeting of stockholders on May 28, 2020,27, 2021, which was attended by sixthree of the directors then serving on the Board.

Audit Committee. The Audit 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. The Audit Committee is appointed by the Board to assist the Board with a variety of matters described in its charter, which include monitoring (1) the quality and integrity of our financial statements, (2) the effectiveness of our internal controls over financial reporting, (3) the Company’s compliance with legal and regulatory requirements, (4) 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, (5) the independent auditor’s qualifications and independence, (6) the performance of our independent registered public accounting firm, and (7) working in coordination with the Compliance Committee of the Board, the implementation and effectiveness of the Company’s ethics and compliance program. The formal report of the Audit Committee is set forth beginning on page 1822 of this Proxy Statement. The Audit Committee met fourteen times during 2020.

The Board has determined that Ray Hipp,Michael A. Kelly, who served as the Audit Committee Chair through 2020,2021, was independent and an “audit committee financial expert” as such term is defined under applicable SEC rules. Ray Hipp

Compliance Committee. The Compliance Committee functions pursuant to a written charter adopted by the Board, a copy of which may be found at our website www.neogenomics.com under the heading Investors. The Compliance Committee is responsible for overseeing the Company’s activities in the area of corporate compliance with applicable laws and regulations related to our provision of medical-related services and assessing management’s implementation of the Company’s Corporate Compliance Program, including but not standing for re-election at the 2021 Annual Meeting. The Board has appointed Michael Kelly as the Audit Committee Chair, pending his re-electionlimited to the (1) adequacy and effectiveness of policies and procedures to ensure the Company’s compliance with applicable laws and regulations, (2) organization, responsibilities, plans, results, budget, staffing, and performance of the Company’s Compliance Department, including its independence, authority and reporting obligations, (3) appointment, replacement, reassignment, or dismissal of the Chief Compliance Officer and review of compliance policies, practices, procedures and programs, and management’s responses thereto, (4) monitoring of significant internal and external investigations, (5) monitoring of the Company’s actions in response to applicable legislative, regulatory and legal developments, (6) Company’s Code of Conduct and policies and procedures that guide the Company and employees, (7) appropriate mechanisms for employees to seek guidance to report concerns, including anonymously through the Company’s compliance hotline, and (8) Company’s compliance risk assessment activities and efforts to promote an ethical culture.

Culture and Compensation Committee. The Culture and Compensation Committee functions pursuant to a written charter adopted by the Board, a copy of which may be found at our website www.neogenomics.com under the 2021 Annual Meeting.heading Investors. The BoardCulture 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 determinedoverall responsibility for approving and evaluating all of our compensation plans, policies and programs as they affect our executive officers. All committee members are independent directors within the meaning of the applicable Nasdaq rules. Specifically, the Culture and Compensation Committee is responsible for (1) setting compensation for Company executive officers and directors, (2) monitoring the Company’s incentive and equity-based compensation plans, (3) succession planning, and (4) organizational culture programs and practices to ensure that Michael Kelly is independentsuch programs are fair and an “audit committee financial expert”appropriate and designed to attract, retain and motivate employees. Such programs include the Company’s diversity, equity and inclusion initiatives and Human Resources policies as such term is defined under applicable SEC rules.practices relate to organizational engagement and effectiveness, employee development programs, fair pay and benefit programs, and equal employment and equal opportunity. The Culture and Compensation Committee may delegate any or all of its responsibilities to a subcommittee or to one or more directors as it deems appropriate, provided that the Culture and Compensation Committee may not delegate any power or authority required by law, regulation or Nasdaq rule to be exercised by the committee as a whole. In addition, the Culture and Compensation

Committee engaged independent compensation consulting firm Willis Towers Watson (“WTW”) in 2021 to advise the Culture and Compensation Committee on peer development, market practices, industry trends, investor views, and benchmark compensation data. In addition, WTW reviewed and provided the Culture and Compensation Committee with an independent perspective of management recommendations. These duties were consistent with those performed in prior years. For the year ending December 31, 2021, aggregate fees for WTW’s consulting services provided to the Culture and Compensation Committee were approximately $352,000. Approximately $314,000 of this aggregate amount was related to review of executive compensation.

The decision to engage this firm as a consultant was made by the Culture and Compensation Committee.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee functions pursuant to a written charter adopted by the Board, a copy of which may be found at our website www.neogenomics.com under the heading Investors. Our Nominating and Corporate Governance Committee is responsible for (1) reviewing and evaluating the size, composition, function, and duties of the Board consistent with its needs; (2) establishing criteria for the selection of candidates to the Board and its committees and identifying individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by stockholders; (3) recommending to the Board, director nominees for election at the next annual or

monitoring of significant internal and external investigations, (5) the monitoring of the Company’s actions in response to applicable legislative, regulatory and legal developments, (6) the Company’s Code of Conduct and policies and procedures that guide the Company and employees, (7) the appropriate mechanisms for employees to seek guidance to report concerns, including anonymously through the Company’s compliance hotline, and (8) the Company’s compliance risk assessment activities and efforts to promote an ethical culture. The Compliance Committee met five times during 2020.

Stockholder Recommendations for Board Candidates

The Board will consider qualified candidates for director that are recommended and properly submitted by stockholders.stockholders in accordance with our Amended and Restated Bylaws (“Bylaws”). Any stockholder may submit in writing a candidate for consideration for each stockholder meeting at which directors are to be elected by no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the prior year’s annual meeting, except that if the annual meeting is set for a date that is not within 30 days of such anniversary date, we must receive the notice no later than the close of business on the tenth day following the day on which the date of the annual meeting is first disclosed in a public announcement. Any stockholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate’s name, biographical information and the information required by Section 1.10(e) of our Bylaws. Submissions that meet the current criteria for board membership are forwarded to the Nominating and Corporate Governance Committee for further review and consideration. The Committee will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis, accompanied by a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than five percent of our common stock for at least one year as of the date that the recommendation is made. To submit a recommendation for a nomination, a stockholder may write to the Board at our principal executive office, Attention: Denise E. Pedulla, Corporate Secretary.

The Committee will evaluate any such candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members, assuming that appropriate biographical and background material is provided for candidates recommended by stockholders and the process for submitting the recommendation is followed.

Stockholder Communications with the Board

Stockholders may, at any time, communicate with any of our directors by mailing a written communication to NeoGenomics, Inc., 12701 Commonwealth Drive, Suite 9,9490 NeoGenomics Way, Fort Myers, Florida 33913,33912, Attention: Denise E. Pedulla, Corporate Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder, provide evidence of the sender’s stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. The Corporate Secretary will then forward such correspondence, without editing or alteration, to the Board or to the specified director(s) on or prior to the next scheduled meeting of the Board. The Board will determine the method by which such submission will be reviewed and considered. The Board may also request the submitting stockholder to furnish additional information it may reasonably require or deem necessary to sufficiently review and consider the submission of such stockholder.

Vote Required for Approval

The nineseven nominees receiving the majority of votes cast “FOR” by stockholders virtually or by proxy will be elected. Proposal 1 is a “non-discretionary” or “non-routine” item, meaning that brokerage firms cannot vote shares in their discretion on behalf of a client if the client has not given voting instructions. Accordingly, if you hold your shares in street name and fail to instruct your broker to vote your shares, your shares will not be counted as votes cast and will have no effect on the outcome of Proposal 1.

Board Recommendation

The Board unanimously recommends a vote “FOR” the election of each nomineeof the nominees as director in Proposal 1.

PROPOSAL 2—ADVISORY VOTE ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS

General

We are providing our stockholders with the opportunity to express their views on our named executive officers’ compensation as set forth under “Executive and Director Compensation” by casting their vote on Proposal 2. This non-binding, advisory vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers as described in this Proxy Statement.

The Board believes our executive compensation program, which is described in detail in the “Executive“Executive and Director Compensation” section, is designed to balance the goals of attracting and retaining talented executives who are motivated to achieve our annual and long-term strategic goals, while keeping the program affordable and appropriately aligned with stockholder interests. We believe that our executive compensation program accomplishes these goals in a way that is consistent with our purpose and core values, and the long-term interests of the Company and its stockholders. Our equity compensation (which is awarded in the form of stock optionsoption awards and restricted stock) is designed to build executive ownership and align financialthe incentives focusedof our named executives with those of our shareholders and to focus them on the achievement ofachieving our long-term strategic goals (both financial and non-financial).

Although the vote on Proposal 2 regarding the compensation of our named executive officers is not binding, the Board and the Culture and Compensation Committee value the opinions of our stockholders and will consider the result of the vote when determining future executive compensation arrangements.

If this proposal is approved, our stockholders will be approving the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company’s Proxy Statement for the 20212022 Annual Meeting of Stockholders, is hereby approved.

Vote Required for Approval

The compensation paid to our named executive officers will be considered approved if a majority of the votes cast by stockholders virtually or via proxy with respect to this matter are cast in favor of the proposal. Proposal 2 is a “non-discretionary” or “non-routine” item, meaning that brokerage firms cannot vote shares in their discretion on behalf of a client if the client has not given voting instructions. Accordingly, if you hold your shares in street name and fail to instruct your broker to vote your shares for the proposal, your shares will not be counted as votes cast for the proposal and will have no effect on the outcome of Proposal 2. Abstentions will have no effect on the outcome of the proposal.

Board Recommendation

The Board unanimously recommends a vote “FOR” Proposal 2.

PROPOSAL 3—SECONDTHIRD AMENDMENT OF THE AMENDED AND RESTATED EQUITY INCENTIVEEMPLOYEE STOCK PURCHASE PLAN

The Company currently maintains the NeoGenomics, Inc. Amended and Restated Equity IncentiveEmployee Stock Purchase Plan, as most recently amended on April 20, 2018, and subsequently approved byeffective on June 1, 2018 (the “ESPP”).

The ESPP provides employees of the Company and its subsidiaries the opportunity to acquire an ownership interest in the Company through the purchase of Company common stock at a majorityprice below current market prices. Other than the increase in reserved shares described below and the extension of stockholders on May 25, 2017 (the “Equity Incentive Plan”). The Board believes that the Equity Incentive Plan has been effective in attracting and retaining highly-qualified employees and other key contributorsterm of the ESPP until June 2, 2032, the third amendment to the Company’s business,ESPP continues to provide essentially the same substantive terms and thatprovisions as the awards granted under the Equity Incentive Plan have provided an incentive that aligns the economic interests of Plan participants with those of our stockholders. The Culture and Compensation Committee has reviewed the Equity Incentive Plan to determine whether it remains a flexible and effective source of incentive compensation in terms of the number of shares of common stock available for awards and in terms of its design, as well as whether it generally conforms with best practices in today’s business environment.

At December 31, 2020, the Equity Incentive Plan had 1,022,401 shares remaining available for future issuance. In addition, a total of 4,077,832 options and stock awards in aggregate were outstanding, comprised of the following:

Over the past three years, the Company has used options and stock awards judiciously, with a burn rate average of approximately 1.8% (of weighted average basic common shares outstanding) as compared to the Pharmaceuticals, Biotechnology & Life Sciences industry benchmark of 7.91%.existing ESPP.

The Company has granted awards as follows:

Based on its review, to ensure the Equity Incentive Plan has an adequate number of shares available, the Culture and Compensation Committee recommended that the Equity Incentive Plan be amended to add 6,975,000 shares of the Company’s common stock to the reserve available for new awards.

Accordingly, the Board approved and is recommending that the Company’s stockholders approve the SecondThird Amendment of the Equity Incentive PlanESPP (the “EIP“ESPP Amendment”). Upon approval to (a) increase the number of shares of common stock reserved for issuance under the ESPP by 1,000,000 shares to 2,500,000 shares and (b) extend the term of the EIP Amendment by the Company’s stockholders, an additional 6,975,000ESPP to, unless sooner terminated in accordance with its terms, June 2, 2032. As of March 31, 2022 there were 1,500,000 shares of the Company’s common stock willreserved under the ESPP, of which approximately 90,000 shares were available for future purchases. Accordingly, if the ESPP Amendment is approved, approximately 1,090,000 shares would be available for issuancefuture purchases. As of March 31, 2022, there were approximately 5,600,000 shares of the Company’s common stock reserved under the Company’s Amended and Restated Equity Incentive Plan.

Apart from the increase in available shares and the increase in the individual annual award limits, the EIP Amendment does not otherwise materially change the Equity Incentive Plan. If the EIP Amendment is not approved by the Company’s stockholders, the Equity Incentive Plan will remain unchanged and in effect according to its current terms and the Company may continue to grant awards under the Equity Incentive Plan until no more shares are available for issuance.

The material features of the Equity Incentive Plan, as amended by the EIP Amendment,ESPP are summarized below. The summary is qualified in its entirety by reference to the specific provisions of

approximately 2,000 employees were eligible to participate in the ESPP. The Board also may exclude from an offering period highly-compensated employees or employees who have not satisfied a minimum period of employment with us which may not exceed a period of two years. In addition, an employee may not be granted rights to purchase stock optionsunder our ESPP if such employee would:

Offering Periods The ESPP provides for offering periods as short as one month or as long as 27 months. The Board may specify a maximum number of shares of common stock that any participant may purchase during an offering period. During each offering period, participants authorize payroll deductions on an after-tax basis from the participants’ base pay, subject to certain limits.

Exercise of Purchase Rights Amounts deducted and accumulated by the participant are used to purchase shares of our common stock at the end of each offering period. The purchase price of the shares will not be less than 100%85% of the fair market value of one share of our common stock on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of more than 10%first trading day of the total combined voting power of all classes of our stockoffering period or on the datelast day of grant, the exercise price may not be less than 110% of theoffering period, whichever is lower. The fair market value of one share ofour common stock on the date the stock option is granted.

Stock options must be exercised within a period fixed by the Culture and Compensation Committee thatas of March 31, 2022, was $12.15 per share. Participants may not exceed 10 yearswithdraw from the date of grant, except thatparticipation in the case of incentive stock options grantedESPP at any time during an offering period and will be paid their accrued payroll deductions that have not yet been used to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise period may not exceed five years. The Equity Incentive Plan provides for earlier termination of stock options upon the participant’s termination of service, unless extended by the Culture and Compensation Committee, but in no event may the options be exercised after the scheduled expiration date of the options.

At the Culture and Compensation Committee’s discretion, payment forpurchase shares of common stock on the exercisestock. Participation ends automatically upon termination of stock options may be made in cash, shares of our common stock held by the participant or in any other form of consideration acceptable to the Culture and Compensation Committee (including one or more forms of “cashless” or “net” exercise).employment with us.

Stock Appreciation Rights. The Culture and Compensation Committee may grant to an Equity Incentive Plan participant an award of stock appreciation rights, which entitles the participant to receive, upon its exercise, a payment equal to (a) the excess of the fair market value of a share of common stock on the exercise date over the stock appreciation right exercise price, multiplied by (b) the number of shares of common stock with respect to which the stock appreciation right is exercised. The terms and conditions of awards of stock appreciation rights, including the quantity, price, vesting periods and other conditions on exercise will be determined by the Culture and Compensation Committee and will be reflected in a written award agreement or notice.

No RepricingsIt is the intention of Options or SARsthe Company to have the ESPP qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the ESPP, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that Section of the Code. The Company believes that the following federal income consequences normally will apply with respect to the ESPP.

The Equity Incentive Plan prohibits the repricing of stock options and stock appreciation rights without the approval of our stockholders. This provision applies to both direct repricings (lowering the exercise price or strike price ofpayroll deductions withheld from a stock option or stock appreciation right) as well as indirect repricings (canceling an outstanding stock option or stock appreciation right and granting a replacement stock option or stock appreciation right with a lower exercise price or strike price or exchange for cash or other forms of awards).

Amendment and Termination

The Board may suspend, terminate, modify or amend the Equity Incentive Plan, provided that any amendment that would (a) increase the aggregate number of shares of stock that may be issuedparticipant’s pay under the Equity Incentive Plan, (b) change the method of determining the exercise price of option awards or (c) materially modify the eligibility requirements for the Equity Incentive Plan,ESPP will be subjecttaxable income to the approval of our stockholders, except for modifications or adjustments relating to the anti-dilution protection described above.

In addition, no suspension, termination, modification or amendment of the Equity Incentive Plan may terminate a participant’s existing award or materiallyparticipant and adversely affect a participant’s rights under such award withoutmust be included in the participant’s consent. However, these provisions do not limit the board’s authority to amend or revise the Equity Incentive Plan to comply with applicable laws or governmental regulations.

Federal Income Tax Consequences

THE FEDERAL INCOME TAX CONSEQUENCES OF THE ISSUANCE AND EXERCISE OF AWARDS UNDER THE PLAN GENERALLY ARE AS DESCRIBED BELOW. THE FOLLOWING INFORMATION IS ONLY A SUMMARY OF THE TAX CONSEQUENCES OF THE AWARDS, AND WE ENCOURAGE PARTICIPANTS TO CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES INHERENT IN THE OWNERSHIP OR EXERCISE OF THEIR AWARDS, AND THE OWNERSHIP AND DISPOSITION OF ANY UNDERLYING SECURITIES. TAX CONSEQUENCES FOR ANY PARTICULAR INDIVIDUAL OR UNDER STATE OR NON-U.S. TAX LAWS MAY BE DIFFERENT.

Incentive Stock Options. A participant who is granted an incentive stock option generally will not recognize any taxablegross income for federal income tax purposes in the year which such amounts otherwise would have been received.

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

If a participant sells shares acquired under the ESPP after the Holding Period or if the participant dies, the participant or the participant’s estate must include as ordinary compensation income in the case may be,year of sale (or the taxable year ending upon death) an amount equal to the difference betweenlesser of (i) the selling price andexcess of the exercise price; and (b) we will not be entitled to a deduction with respect tofair market value of the shares of stock so issued. Ifon the two year holding period requirements are not met, any gain realized upon disposition will be taxed as ordinary income to the extentfirst day of the lesseroffering period over the option price (determined as if the option had been exercised on the first day of (1)the offering period), or (ii) the excess of the fair market value of the shares at the time of exercisesale of the shares or on the date of death over the exercise price and (2)paid for the gain onshares by the sale. Also in that case, we will be entitled to a deductionparticipant. Except in the yearcase of disposition in ana transfer as a result of death, the amount equal to theof ordinary income recognized by the participant.participant will be added to the participant’s basis in such shares. Any additional gain realized upon the sale in excess of such basis will be taxed as short-term ora long-term capital gain depending upon the actual holding period for the stock. A sale for less than the exercise price results in again. Any loss realized will be treated as long-term capital loss.

The excess of the fair market value of the shares on the date of exercise over the exercise price is includable in the participant’s income for alternative minimum tax purposes whether or not the statutory two year holding period requirements are met.

Company and our stockholders. The proposal to approve the EIPESPP Amendment is a “non-discretionary” or “non-routine” item, meaning that brokerage firms cannot vote shares in their discretion on behalf of a client if the client has not given voting instructions. Accordingly, if you hold your shares in street name and fail to instruct your broker to vote your shares for the proposal, your shares will not be counted as votes cast for the proposal and will have no effect on the outcome of this Proposal 2. If the stockholders do not approve the EIP Amendment, it will not be implemented, but we reserve the right to adopt such other compensation plans and programs as we deem appropriate and in the best interests of NeoGenomics and its stockholders.3.

Board Recommendation

The Board unanimously recommends a vote “FOR” Proposal 3.

PROPOSAL 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheOn February 15, 2022, the Audit Committee of the Board appointed Deloitte & Touche LLP, on March 15, 2021 to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2022.

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

Representatives from Deloitte & Touche LLP are expected to be present at the virtual 20212022 Annual Meeting.

Vote Required for ApprovalIndependent Registered Public Accounting Firm Fees

The ratificationSummarized below is the aggregate amount of various professional fees billed by Deloitte & Touche LLP, for the years ended December 31, 2021 and 2020.

Audit Fees. Amounts include fees to audit and review the Company’s annual and quarterly reports filed with the SEC, as well as regulatory filings. For the year ended December 31, 2021, fees also include amounts related to the audit procedures over the purchase accounting valuations of the acquisitions of Trapelo Health and Inivata Limited, the regulatory matter and audit procedures over the implementation of our Oracle enterprise resource planning system (“Oracle”).

Audit Related Fees. Amounts include fees related to stand alone audits of international subsidiaries. For the year ended December 31, 2021, fees also include permissible services related to internal control advisory services for the pre-implementation of Oracle. For the year ended December 31, 2020, fees also include permissible services related to cyber security.

All other fees. Amounts billed for the years ended December 31, 2021 and 2020 primarily relate to accounting research database subscription services and other educational programs.

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm, forincluding the fiscal year ending December 31,estimated fees and other terms of any such engagement. During 2021, will be approved if a majority of the votes castAudit Committee pre-approved all audit and permitted non-audit services provided by stockholders virtually or via proxy with respect to this matter are cast in favor of the proposal. Abstentions and broker non-votes, if any, will not be treated as votes cast and will have no impact on the proposal.

Board Recommendation

The Board unanimously recommends a vote “FOR” Proposal 4.Deloitte & Touche LLP.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information, as of December 31, 2020, regarding the number of shares of Company common stock that may be issued under the Company’s equity compensation plans.

Currently, the Company’s Equity Incentive Plan, as amended on May 25, 2017 and the Company’s ESPP, as amended on June 1, 2018, are the only equity compensation plans in effect.

EXECUTIVE OFFICERS

⁽¹⁾Effective April 19, 2021,March 28, 2022, in connection with Mr. VanOort will retireMallon stepping down as Chairman of the Board and Chief Executive Officer, and will transition to becomeMs. Tetrault was appointed Executive Chairman of the Board. Mr. Mallon will becomeChair. In such role, Ms. Tetrault functions as the Company’s CEO and will joinprincipal executive officer.

⁽²⁾ Effective January 1, 2022, Mr. Bonello was appointed the Board at that time.Company’s Chief Financial Officer.

⁽³⁾ Effective March 14, 2022, Dr. Sholehvar was appointed the Company’s President of Clinical Services.

Non-Director Executive Officers

Background information, as of April 15, 2021 about ourthe date of this proxy statement, for executive officers who are not nominees for election as directors is set forth below.below:

KathrynWilliam B. McKenzieBonello

Chief Financial Officer

Ms. McKenzie was appointed Chief Financial Officer in February 2020. Prior to this appointment she served as Vice President of Finance and Chief Accounting Officer since October 2017. She also served as the Company’s Principal Financial Officer since August 2019. Prior to joining the Company, Ms. McKenzie served at Chico’s FAS, Inc. in various roles including Assistant Controller and Director of Financial Reporting and Treasury. Ms. McKenzie also previously served as Audit Manager for Ernst and Young. Ms. McKenzie is a Certified Public Accountant and holds a Master’s of Science in Accountancy from the University of North Carolina Wilmington.

Denise E. Pedulla

General Counsel and Corporate Secretary

Ms. Pedulla joined NeoGenomics in 2015 as the Company’s General Counsel. From 2011 to 2015, Ms. Pedulla served as a Principal at Berkeley Research Group in its Compliance and Regulatory Risk Management services division and was engaged in private law practice. Prior to that, from 2008 to 2011, Ms. Pedulla was the Senior Vice President and Chief Compliance Officer at Orthofix International NV, a global orthopedic medical device company. From 2000 to 2008, Ms. Pedulla, a health care lawyer, was engaged in private law practice and provided legal counsel to hospitals, clinical

Cynthia J. Dieter

Chief Accounting Officer and Controller

Ms. Dieter joined NeoGenomics in June 2020 as the Company’s Chief Accounting Officer and Controller. In January 2022, Ms. Dieter’s title changed to Chief Accounting Officer after she appointed a Corporate Controller who reports to her. Prior to joining NeoGenomics, from 2014 to 2020, Ms. Dieter served at Viasat, Inc. as Senior Director, Corporate Accounting. She previously served at DJO Global, Inc. from 2004 to 2014 in various roles, including Vice President and Assistant Corporate Controller, Vice President and Vista Controller, and Director, Financial Reporting and Planning. Ms. Dieter also previously served as Manager of Financial Reporting at Captiva Software and Audit Manager for Ernst and Young. Ms. Dieter is a Certified Public Accountant and holds a Bachelor’s of ScienceBS in Business Administration, with a concentration in Accountancy, from California Polytechnic State University San Luis Obispo.

Jennifer M. BallietDr. Clive D. Morris

Chief Culture OfficerPresident, Inivata

Ms. BallietDr. Morris joined us as President of Inivata upon the Company’s acquisition of Inivata in June 2021. Dr. Morris was formerly Inivata’s Chief Executive Officer from 2018 to 2021 and prior to that he held various roles at AstraZeneca’s UK strategic R&D sites and global headquarters for over a decade. He has extensive experience across all phases of drug development including seven marketed or close-to-market oncology products. Dr. Morris is accredited as a Pharmaceutical Medicine specialist by the UK Royal College of Physicians, has an Executive MBA, and trained as a physician at the University of Manchester.

Dr. David B. Sholehvar

President, Clinical Services

David Sholehvar, M.D. joined us as President, Clinical Services Division, on March 14, 2022. Prior to joining NeoGenomics, Dr. Sholehvar served as Chief Executive Officer for Dynex Technologies, Inc. from 2017 to 2020. He previously served at Quest Diagnostics from 2013 to 2017 in various roles including Vice President and General Manager. From 2012 to 2013 Dr. Sholehvar served as President for the Americas and EMEA for Johnson & Johnson Ortho Clinical Diagnostics and General Manager for two subsidiaries of Johnson & Johnson from 2011 to 2012. From 2007 to 2013 Dr. Sholehvar served at Johnson and Johnson in various roles including Franchise Board Member for Ortho Clinical Diagnostics and VP of Clinical Innovation. From 2003 to 2006 he served as Director of Strategic Accounts at Veridex. Dr. Sholehvar received a BS from the University of Pittsburgh, an MD from Thomas Jefferson University, and an MBA from the Joseph M. Katz Graduate School of Business at the University of Pittsburgh.

Dr. Gina M. Wallar

President, Pharma Services

Dr. Wallar has served as our Chief Culture OfficerPresident of Pharma Services since September 2016. PriorJuly 2021. From 2016 to that,2018 she hadwas Vice President of Sales and Project Management for Pharma Services and most recently Dr. Wallar served as our Senior Vice President of Human Resources since April 2015. Ms. Balliet joined NeoGenomics in 2008 and has steadily increased her responsibilities; she also previously served as Director of Human Resources. Throughout her time with NeoGenomics, she has managed the human resources process as the Company has grown from 100 employees to approximately 1,750 employees. As Chief Culture Officer, Ms. Balliet has responsibility for all areas of our Human Resources including recruiting, training, development, compensation, incentive plans and organizational development. Ms. Balliet received her B.S. degree in Psychology and M.S. degree in Business Management from the University of Florida.

Lawrence M. Weiss, M.D.

Chief Medical Officer

Dr. Weiss has served the Company as Chief Medical Officer since November 2019. Previously, Dr. Weiss served as Chief Scientific Officer since December 2018 and Medical Director and Director of Pathology Services since December 2015. Prior to joining the Company, Dr. Weiss served at Clarient Diagnostic Services, Inc. as a Pathologist and subsequently as Laboratory Director from 2011 through 2016. Dr. Weiss received his B.S. and M.D. summa cum laude from the University of Maryland. He

program on an annual basis with its independent advisor, including a review of the director compensation programs of our executive compensation peers. Any recommended changes to the program are then presented to the independent members of our Board for their consideration and approval. We aim to provide a competitive compensation program to attract and retain high quality directors. For 2021 planning, we again engaged our independent advisor, WTW, to review market data and competitive information on the compensation for our Directors. Upon review, the Culture and Compensation Committee determined to increase the compensation to our Directors for the year ended December 31, 2020, each eligible non-employee2021. Each independent director received Boardannual compensation of $45,000.$50,000. The Directordirector serving as Lead Independent Director receivesreceived additional annual compensation of $30,000. Effective October 7, 2021, the independent director appointed as Chair of the Board received additional annual compensation of $62,500. In addition, eligible non-employeeindependent directors who serve on committees receivereceived the following compensation:

All directors are entitled to reimbursement of their reasonable out-of-pocket expenses for attendance at Board and Committee meetings.

The Board has the discretion to grant equity awards to non-employeeindependent directors as part of their compensation. All committeeBoard members whether member or chair, receivedreceive total annual equity compensation in the amounthaving a grant date fair value of $110,000.$180,000. On May 28, 2020, the members of the Board,June 2, 2021, each independent director, with the exception of Mr. Kelly, wereDaly, was granted 2,6983,081 shares of restricted stock and 3,4483,714 stock options to each non-employee director. Both the stock options and the restricted stock awards vest on May 28, 2021.option awards. Mr. KellyDaly was appointed to the Board effective July 15, 2020. The total dollar valueNovember 10, 2021. Mr. Daly’s equity compensation of $100,600 represents a prorated amount based on the date of his grant and subsequent split between stock awards and option awards is prorated as of this date.appointment. Mr. KellyDaly was granted 1,7821,623 shares of restricted stock and 2,2231,945 stock options. Both the stock options and theoption awards. These restricted stock awards and stock option awards vest on May 28, 2021.June 2, 2022. On October 11, 2021, Ms. Tetrault was appointed non-executive Chair of the Board and was granted additional equity compensation of $50,000, which was comprised of 838 shares of restricted stock and 972 stock option awards. These restricted stock awards and stock option awards vest on October 11, 2022.

The Committee believes the total compensation package for directors the Company offered in 2021 was reasonable, and appropriately aligned the interests of directors with the interests of our shareholders by ensuring directors have an equity stake in our Company.

Share Ownership Guidelines and Share Retention Requirements

NeoGenomics has adopted share ownership guidelines for its directors and executive officers to further align the interests of our senior leaders with those of our stockholders. The guidelines require directors to hold NeoGenomics stock worth a value expressed as a multiple of their annual compensation within five years of the guideline applying to them.

For the purposes of assessing compliance with share ownership guidelines, the following forms of equity interests are taken into account:

The table below summarizes the current share ownership guidelines as well as the current share ownership of our boardindependent Board members as a multiple of base compensation for Board services as of December 31, 2020:2021:

⁽¹⁾ Share ownership calculated as an average of all independent Board Members except the CEOChair of the Board who is shown separately.separately and the Chief Executive Officer who is discussed below.

The aggregate number of unvested shares of restricted stock and stock option awards granted and outstanding for the year ended December 31, 2021, were as follows:

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

2021 Named Executive Officers

The following individuals were Named Executive Officers in 2021: