UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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NeoGenomics, Inc.

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PROXY STATEMENT

NEOGENOMICS, INC.NeoGenomics, Inc.

12701 Commonwealth Drive

Suite 9

Fort Myers, Florida 33913

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTo our Stockholders:

TO BE HELD ON TUESDAY JUNE 7, 2016

Dear Stockholder:

You are invitedOn behalf of the Board of Directors, it is my pleasure to invite you to attend the 2016our 2020 Annual Meeting of Stockholders of NeoGenomics, Inc. to, which will be held onJune 7, 2016,Thursday, May 28, 2020, 10:00 a.m., local time, at the Ritz Carlton Golf Resort at 2600 Tiburon Drive, Naples, Florida 34109.EDT.The 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.

WhetherWe 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”). The Notice of Internet Availability contains instructions on how to access proxy materials and how to submit your proxy over the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials, if desired. All stockholders who do not receive a Notice of Internet Availability 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 meeting, we encourageAnnual Meeting via the Internet. Please vote electronically over the 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 Annual Meeting. Instructions on how to vote as soon as possiblewhile participating at the meeting live via the Internet are posted at www.virtualshareholdermeeting.com/NEO2020.

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

Sincerely,

Douglas M. VanOort

Chairman and Chief Executive Officer

April 15, 2020

Notice of 2020 Annual Meeting of Stockholders

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NeoGenomics, Inc., will be held on Thursday, May 28, 2020, at 10:00 a.m., EDT. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to ensure thatattend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NEO2020. For instructions on how to attend and vote your shares are represented at the meeting. The proxy statement explains more about proxy voting, so please read it carefully.Annual Meeting, see the information in the accompanying Proxy Statement.

We look forward to your continued support.

April 29, 2016

April 29, 2016ITEMS OF BUSINESS:

12701 Commonwealth Drive Suite 91. To elect nine directors from among the nominees named in the attached Proxy Statement.

Fort Myers, Florida 339132. To approve, on anon-binding advisory basis, executive compensation.

3. To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2020.

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

RECORD DATE:

You can vote if you were a stockholder of record as of the close of business on March 30, 2020.

PROXY VOTING:

It is important that your shares be represented at the meetingAnnual Meeting regardless of the number of shares you hold.Whether or not you expect to virtually attend, the meeting in person, 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 in person. Please note, however, that if your shares are heldvirtually.

By Order of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a legal proxy issued in your name from the record holder.Board of Directors

This proxy statement is dated April 29, 2016 and is going to be first mailed to stockholders of NeoGenomics, Inc. on or about May 6, 2016. This proxy statement contains information on matters to be voted upon at the annual meeting or any adjournments of that meeting.Denise E. Pedulla

Corporate Secretary

Important Notice Regardingnotice regarding the Availabilityavailability of Proxy Materialsproxy materials for the Annual Meeting of

Stockholders to Be Heldbe held on June 7, 2016.

The proxy statementThursday, May 28, 2020. Our Proxy Statement and 2015 annual reportAnnual Report to stockholdersStockholders are available at https://materials.proxyvote.com/64049M.www.proxyvote.com.

TABLE OF CONTENTS

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NEOGENOMICS, INC.

PROXY STATEMENT FOR THE

20162020 ANNUAL MEETING OF STOCKHOLDERS

NeoGenomics, Inc. (“we ,”,” “us ,”,” “our ,”,” “NeoGenomics ,”,” or the “Company ”)”), having its principal executive offices at 12701 Commonwealth Drive, Suite 9, Fort Myers, Florida 33913, is providing these proxy materials in connection with the 20162020 Annual Meeting of Stockholders of NeoGenomics, Inc. (the “20162020 Annual Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the 20162020 Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE 20162020 ANNUAL MEETING

As of the close of business on the Record Date, there were 77,117,678105,089,310 shares of our common stock and 14,666,667 shares of Series A Preferred Stock outstanding, andeach entitled to one vote.  Holders of our common stock and of our Series A Preferred Stock will vote together as a single class on all matters being presented in this Proxy Statement, for up to an aggregate 91,784,345 votes. The common stock and Series A Preferred Stock collectively constitute all of our voting shares (the “Voting Stock”). We refer to the holders of shares of our common stock and of shares of our Series A Preferred Stock (which are convertible into shares of our common stock) as “stockholders” throughout this Proxy Statement.

Each stockholder may be asked to present valid picture identification such as a driver’s license or passport and proof of stock ownership as of the Record Date.

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If you are a stockholder of record and you have requested printed proxy materials, we have enclosed a proxy card for you to use.use for voting. If you hold our shares in street name through one or more banks, brokers or other nominees, you will receive 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.

Q:  What are the quorum requirements for the 2020 Annual Meeting?

A:  The presence virtually or by proxy of persons entitled to vote a majority of shares of our outstanding common stock at the 2020 Annual Meeting constitutes a quorum. Your shares of our common stock will be counted as present at the 2020 Annual Meeting for purposes of determining whether there is a quorum if a proxy card has been properly submitted by you or on your behalf, or you vote virtually at the 2020 Annual Meeting. Abstaining votes and brokernon-votes are counted for purposes of establishing a quorum.

Q:  What matters will the stockholders vote on at the 2020 Annual Meeting?

A:  The stockholders will vote on the following proposals:

• Proposal 1 - Election of Directors.

To elect nine members of our Board, each to hold office for a one year term ending on the date of the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified.

• Proposal 2 - Advisory Vote on the Compensation Paid to our Named Executive Officers.

An advisory vote on the compensation paid to our named executive officers.

• Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm.

Q:  What vote is required to approve each proposal?

A:   Provided a quorum is present, the following are the voting requirements for each proposal:

• Proposal 1 - Election of Directors.

The nine nominees receiving a majority number of “FOR” votes cast virtually or via proxy from the holders on the election of directors will be elected.

• Proposal 2 - Advisory Vote on the Compensation Paid to our Named Executive Officers.

Proposal 2 will be 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 3 - Ratification of Appointment of Independent Registered Public Accounting Firm.

Proposal 3 will be 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.

Q:  What are the Board’s voting recommendations?

A:  Our Board recommends that you vote your shares:

• “FOR”the nine directors nominated by our Board, each to serve until the 2021 annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified.

• “FOR” the approval of the proposal regarding the compensation paid to our named executive officers.

• “FOR” the ratification of Appointment of the Independent Registered Public Accounting Firm.

Q:  How do I vote?

A:  You may vote electronically at the meeting, by mail or by internet or telephone.

• At the meeting. To attend and participate in the Annual Meeting, you will need the16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your16-digit control number or otherwise vote through the bank or broker. If you lose your16-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 Record Date.

• By mail. If you elected to receive printed proxy materials by mail, you may vote by signing and returning the proxy card provided. Please allow sufficient time for mailing if you decide to vote by mail.

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 of 2003. Prior to joining DIANON in 1996, Mr. Johnson was employed by Quest Diagnostics Inc. and itsQuest’s predecessor, the Life Sciences Division of Corning, Incorporated, for 18 years, and held numerous management and executive level positions. Mr. Johnson is currently servingalso serves on the Board of Directors of ClearPath Diagnostics,Southern Ear Nose Throat & Allergy (SENTA), a private company.company headquartered in Atlanta, GA.

Raymond R. Hipp, age 73.77. Mr. Hipp has served as a director since February 2011. Mr. Hipp is a retired senior executive that has been involved in consulting work over the last few years involving mergers and acquisitions as well as being a memberserving on the board of a number ofdirectors for several public company boards of directors.companies. From July 1998 until his retirement in June 2002, Mr. Hipp served as Chairman, President and Chief Executive OfficerCEO of Alternative Resources Corporation, a provider of information technology outsourcing services. From August 1996 until May 1998, Mr. Hipp was the Chief Executive Officer of ITI Marketing Services, a provider of marketing services. Prior to that, Mr. Hipp held senior executive positions with several other firms. Mr. Hipp has a B.S. from Southeast Missouri State University. Mr. Hipp served on the Boardboard of Directorsdirectors and on the Audit Committeeaudit committee of Gardner Denver, Inc. (NYSE: GDI), an industrial manufacturing company, for over 14 years.

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Bruce K. Crowther, age 64.68. Mr. Crowther has served as a Directordirector since October 2014. Mr. Crowther recently retired in 2013 as President and Chief Executive Officer of Northwest Community Healthcare where he has served for the last 23 years. Northwest Community Healthcare is an award winning hospital offering a complete system of care. Mr. Crowther has a B.S. in Biology and an M.B.A. from Virginia Commonwealth University. Mr. Crowther serves on the Boardboard of Directorsdirectors of Wintrust Financial Corporation, a public financial holding company and serves on the Boardboard of Directors of Barrington BankMethode Electronics, a publicly traded company trading on the NYSE. He was previously the Chairman and Trust which iscurrently a Wintrust Financial Corporation owned Company. He also serves as ChairmanDirector of the Max McGraw Wildlife Foundation;Foundation, a not for profit organization committed to conservation education and research.

William J. Robison, age 80. Mr. RobisonCrowther has also served as a director since May 2007. Mr. Robison, who is retired, spent his entire 41 year career with Pfizer, Inc. At Pfizer, he rose through the ranks of the sales organization and became Senior Vice President of Pfizer Labs in 1986. In 1990, he became General Manager of Pratt Pharmaceuticals, a then new division of the U.S. Pharmaceuticals Group, and in 1992 he became the President of the Consumer Health Care Group. In 1996 he became a member of Pfizer’s Corporate Management Committee and was promoted to the position of Executive Vice President and head of Worldwide Corporate Employee Resources. Mr. Robison retired from Pfizer in 2001 and currently serves on the Board of Directors of MWI Veterinary Supply Company, Inc. (NASD: MWIV). He is also on the board of trustees of University of Louisiana – Monroe. Mr. Robison was previously a board member and an executive committee member of the USO of Metropolitan New York,Gray Matter Analytics, Inc., the Human Resources Roundtable Group, the Pharmaceutical Human Resource Council, the Personnel Round Table, and the Employee Relations Steering Committee for The Business Round Table.a privately owned company, since 2018. Gray Matter provides analytical tools to health systems.

Lynn A. Tetrault, age 53. Mrs.57. Ms. Tetrault has served as a director since June 2015. Mrs.Ms. Tetrault is currently a consultant.founder and principal of Anahata Leadership, an advisory firm focused on supporting the leadership effectiveness and development of executive women. 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. Mrs.Affairs from 2007 to 2014. Ms. Tetrault was responsible for all human resources strategy, talent management, executive compensation and related activities, internal and external communications, government affairs, corporate reputation and corporate social responsibility for the Company. Mrs.Prior to AstraZeneca, Ms. Tetrault has previous board experience having been a director of Women’s Way as well as a Board Member of MedImmune.  Mrs. Tetrault is currently President of the Board of The Timbers Club, a non-profit organization.  Mrs.practiced healthcare and corporate law for five years at Choate, Hall and Stewart in Boston. Ms. Tetrault has an undergraduate degree from Princeton University and a J.D. from the University of Virginia Law School.

Alison L. Hannah, age 55.59. Dr. Hannah has served as a director since June 2015. Dr. Hannah has over 25 years'29 years’ experience in the development of investigational cancer chemotherapies. Since 2000,Dr. Hannah presently works as Senior Vice President and Chief Medical Officer at CytomX Therapeutics, an oncology-focused biopharmaceutical company. Prior to this position, she has served as a consultant to the pharmaceutical industry, working with over 25 companies over 20 companiesyears with a focus on molecularly targeted anti-cancer therapy. Prior to this, shePreviously, Dr. Hannah worked as Senior Medical Director at SUGEN (working on various compounds, including Sutent approved in kidney cancer,and other tyrokine kinase inhibitors) and Quintiles, a global Contract Research

Organization. Dr. Hannah specializes in clinical development strategy, and has filed over 30 Investigational New Drug applications for new molecular entities and 78 successful New Drug Applications. She participates in Data Monitoring Committees, Scientific Advisory BoardsApplications (including talazoparib, enzalutamide, defibrotide, carfilzomib, and Independent Review Committees for clinical trials.others). She has a bachelor'sbachelor’s degree in biochemistry and immunology from Harvard University and her 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.

Kieran P. Murphy,Stephen M. Kanovsky, age 53.57. Mr. MurphyKanovsky has served as a director since July 2017. Mr. Kanovsky, who has worked at General Electric since 2012, is President and Chief Executive OfficerGeneral Counsel, Commercial of GE Healthcare, Life Sciences, a $4.0 billion molecular medicine business unit of General Electric that provides medical technologies and solutions to the global healthcare industry and supports customers in over 100 countries with a broad range of industry-leading technologiesservices and services for drug discovery, pre-clinicalsystems, from diagnostic imaging and clinical developmenthealthcare IT through to molecular diagnostics and biopharmaceutical manufacturing, as well as molecular tools for therapy selection and treatment monitoring in patient care.life sciences. Mr. Murphy has over twenty-five years of experience in the global life sciences and biotechnology industry.  Mr. MurphyKanovsky earned his bachelor’s degree in 1984 from the University College, Dublin.of Pennsylvania. He subsequently graduated from the UniversityTemple University’s School of Manchester Institute of Science and TechnologyPharmacy with a master’s degree in Marketing.Pharmacology and Temple University’s School of Law with a juris doctorate degree. Mr. Kanovsky also holds a master’s degree in business administration from Saint Joseph’s University’s Haub School of Business.

Mr. MurphyRachel A. Stahler, age 44.Ms. Stahler is the Chief Information Officer 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 with a focus on four key therapeutic areas: medical aesthetics, eye care, central nervous system and gastroenterology. Ms. Stahler has nearly two decades of global technology experience in the pharmaceutical industry. Previously, Mrs. Stahler was appointed to the Board pursuant toChief Information and Digital Officer for Syneos Health, where she was responsible for designing clinical and commercial systems for customers as an outsourcing leader. Ms. Stahler was also the Investor Board Rights, LockupChief Information Officer at Optimer Pharmaceuticals and Standstill Agreement with GE Medical Systems, under whichheld various senior technology roles at Pfizer. Ms. Stahler holds a B.A. from the Company is, subject to certain limitations, required to appointUniversity of Pennsylvania and a director designated by GE Medical Systems to the Board.master’s degree in business administration from Columbia Business School.

Nomination Criteria

The following is a summary of certain of the experience, qualifications, attributes and skills that led the Company’s Board of Directors to conclude that such person should serve as a director at the time each was nominated. This information supplements the biographical information provided above.

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Corporate Governance

Director Independence. Under the NASDAQ Stock Market Rules, the Board has a responsibility to make an affirmative determination that those members of its Board that serve as independent directors do not have any relationships with the Company and its businesses that would impair their independence. In connection with these determinations, the Board reviews information regarding transactions, relationships and arrangements involving the Company and its businesses and each director that it deems relevant to independence, including those required by the NASDAQ Stock Market Rules.

The Board has determined that each of Mr. Johnson, Mr. Hipp, Mr. Crowther, Mrs.Ms. Tetrault, Mrs.Dr. Hannah, Mr. Kanovsky and Mr. Robison isMs. Stahler are independent. The Audit Committee and the Compensation Committee are each composed entirely of directors who are independent under the NASDAQ Stock Market Rules and the applicable rules of the United States Securities and Exchange Commission (the “SEC”“SEC”).

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Director Nominations. Our Board has a standing Nominating and Corporate Governance Committee (the “Nominating Committee”). The Nominating Committee considers and recommends candidates for election to the Board and nominees for committee memberships and committee chairs.

Director candidates are considered based upon a variety of criteria, 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 men and women from diverse professional backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer us and our stockholders diversity of opinion and insight in the areas most important to us and our corporate mission. However, we do not have a formal policy concerningmission, including diversity with respect to gender, race and ethnicity, as set forth in the diversity of the Board.Company’s Skill Matrix. All director candidates must have time available to devote to the activities of the Board. We also consider the independence of director candidates, including the appearance of any conflict in serving as a director. A director who does not meet all of these criteria may still be considered for nomination to the Board if our independent directors believe that the candidate will make an exceptional contribution to us and our stockholders.

Generally, when evaluating and recommending candidates for election to the Board, the Nominating Committee will conduct candidate interviews, evaluate biographical information and background material, and assess the skills and experience of candidates, against selection criteria set forth in the Company’s Skill Matrix in the context of the then currentthen-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.Candidates.”

Board Leadership Structure. Our Consistent with the Company’s Corporate Governance Guidelines, our Board does not havehas a policy on whetherthat allows the offices of Chairman of the Board and Chief Executive Officer shouldto be separate or combined and, if they are to be separate, whether theallows Chairman of the Board shouldrole to be either selected from among the independent directors.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, the Company has determined to have the same individual, Douglas VanOort, serve as Chief Executive Officer and Chairman of the Board. The Board does not have nor have they appointed a lead independent director.

Board Role in Risk Oversight. The Board administers its 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, andincluding cybersecurity, their potential financial impact on the Company, and the steps taken to monitor, control and controlmitigate those risks.

Information Regarding Meetings and Committees of the Board

The Board. The Board met four times for regular meetings during 2015.2019. All four (4) of such meetings were regularly scheduled meetings and telephonic calls were held as needed. In addition, the Board held three (3)two special meetings via teleconference during 2015.2019. During 2015,2019, each incumbent director attended 75% or more of the Board and applicable committee meetings for the periods during which each such director served. DirectorsAlthough not required, directors are not requiredinvited to attend annual meetings of our stockholders. We held an annual meeting of stockholders in 2015,2019, which was attended by two of the directors then serving on the Board.  We also held a special meeting of the stockholders in 2015, which was attended by three of the directors then serving on the Board.

The Board currently has four (4) standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Compliance Committee.

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Board Committees. The following table sets forth the current members of each standing Committee:

Audit Committee.The Audit Committee functions pursuant to a written charter adopted by the Board, a copy of which may be found at our websitewww.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 controlcontrols over financial reporting, (3) the Company’s compliance with legal and regulatory requirements, (4) 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, of our independent registered public accounting firm, (4)(6) the performance of our independent registered public accounting firm, and (5) our(7) working in coordination with the Compliance Committee of the Board, the implementation and effectiveness of the Company’s ethics and compliance with legal and regulatory requirements. The Audit Committee met 12 times during 2015.program. The formal report of the Audit Committee is set forth beginning on page 1217 of this proxy statement.

The Audit Committee met twelve times during 2019.

The Board has determined that Raymond Hipp is independent and an “audit committee financial expert” as such term is defined under applicable SEC rules.

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 websitewww.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 identify individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by stockholders; (3) recommending to the Board, director nominees for election at the next annual or special meeting of stockholders at which directors are to be elected or to fill any vacancies or newly

created directorships that may occur between such meetings; (4) recommending directors for appointment to Board committees; (5) making recommendations to the Board as to determinations of director independence; (6) overseeing the evaluation of the Board; (7) developing and recommending to the Board the Corporate Governance Guidelines for the Company and overseeing compliance with such Guidelines; and (8) monitoring significant developments in the law and practice of corporate governance and of the duties and responsibilities of directors of public companies.companies, including but not limited to overseeing the Company’s environmental, social and governance initiatives and investor engagement and communications. The Nominating and Corporate Governance Committee identifies and evaluates nominee candidates as described above under “Director Nominations”. The Nominating and Corporate Governance Committee met fivefour times during 2015.2019.

Compensation Committee. The Compensation Committee functions pursuant to a written charter adopted by the Board, a copy of which may be found at our websitewww.neogenomics.com under the heading Investors. The Compensation Committee is responsible for discharging the Board’s responsibilities relating to compensation of our Chief Executive Officer, and our other executive officers, and our directors and has overall responsibility for approving and evaluating all of our compensation plans, policies and programs as they affect our executive officers. All of the members of the committee are independent directors within the meaning of the applicable NASDAQ Stock Market Rules. The Compensation Committee met tenfive times during 2015.2019.

Specifically, the 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 such programs are fair and appropriate and designed to attract, retain and motivate employees. Such programs include the Company’s diversity and inclusion initiatives and Human Resources policies and practices relating to organizational engagement and effectiveness, employee development programs, fair pay and benefit programs and equal employment and equal opportunity.

The Compensation Committee engaged consultants during 2015independent compensation consulting firm Willis Towers Watson (“WTW”) in 2019 to provide long term incentive plan recommendations,advise the fees paid during 2015 for these services were $7,500.  The Compensation Committee also engaged consultants during 2015 to prepare aon peer development, market practices, industry trends, investor views and benchmark compensation benchmark study for senior executives,data. In addition, WTW reviewed and provided the fees for these services are to be paidCompensation Committee with an independent perspective of management recommendations. These duties were consistent with those performed in 2016.  prior years.

The decision to engage this firm as a consultant was made by the compensation committee and approvedCompensation Committee.

Compliance Committee. Our Compliance Committee functions pursuant to a written charter adopted by Chairman and Chief Executive Officer.    

Compliance Committee. Ourthe Board, a copy of which may be found at our websitewww.neogenomics.com under the heading “Investors”. The Compliance Committee is responsible for monitoring and administering ouroverseeing the Company’s activities in the area of corporate compliance with applicable laws and regulations related to our provision of medical related services.medical-related services and assessing management’s implementation of the Company’s Corporate Compliance Program, including but not limited to (1) the adequacy and effectiveness of policies and procedures to ensure the Company’s compliance with applicable laws and regulations, (2) the organization, responsibilities, plans, budget, staffing and performance of the Company’s Compliance Department, including its independence, authority and reporting obligations, (3) the appointment and review of the compliance officer, including the compliance officer’s reports and summaries, (4) the 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 four times during 2015.2019.

Stockholder RecommendationsRecommendations for Board Candidates

The Board will consider qualified candidates for director that are recommended and submitted by stockholders. 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, Fort Myers, Florida, 33913, 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.

Board Recommendation

The Board unanimously recommends a vote “FOR” each nominee.Vote Required for Approval

The nine nominees receiving the majority of votes cast “FOR” by stockholders in personvirtually or by proxy will be elected. This Proposal 1 is a “non-discretionary”“non-discretionary” or “non-routine”“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 this Proposal 1.

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Board Recommendation

The Board unanimously recommends a vote “FOR” each nominee.

PROPOSAL 2.   2—ADVISORY VOTE ON THE COMPENSATION PAID TO OUR NAMESNAMED 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 this Proposal 2. Thisnon-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. We provide a stockholder advisory vote on executive compensation every three years. After the advisory vote on executive compensation held at

The Board of Directors believes our 2016 annual meeting of stockholders, the next such vote will occur at our 2019 annual meeting of stockholders.

Our executive compensation program, which is described in detail in the “Executive and Director Compensation” section beginning on page 15, 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 options and restricted stock) is designed to build executive ownership and align financial incentives focused on the achievement of our long-term strategic goals (both financial andnon-financial).

Although the vote on this Proposal 2 regarding the compensation of our named executive officers is not binding, wethe Board of Directors and the 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 RegulationS-K in the Company’s proxy statement for the 20162020 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 in personvirtually or via proxy with respect to this matter are cast in favor of the proposal. This Proposal 2 is a “non-discretionary”“non-discretionary” or “non-routine”“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. Abstentions will have no effect on the outcome of the proposal.

Board Recommendation

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

PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors appointed Deloitte & Touche LLP on March 12, 2020 to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

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 2020 Annual Meeting.

Former Auditors

On February 27, 2019, the Audit Committee of the Board of Directors of NeoGenomics, Inc. (the “Company”) dismissed Crowe LLP (“Crowe”) as the Company’s independent registered public accounting firm, effective following the issuance of the Company’s Annual Report on Form10-K for the period ended December 31, 2018.

Crowe’s reports on the Company’s financial statements for the fiscal years ended December 31, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal years ended December 31, 2019 and 2018, there were:

(i) No “disagreements” (within the meaning of Item 304(a) of RegulationS-K) with Crowe on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Crowe, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and

(ii) No “reportable events” (as such term is defined in Item 304(a)(1)(v) of RegulationS-K).

We requested Crowe LLP to furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agreed with the above statements. A copy of that letter was filed with the Commission on a Form8-K filed on March 5, 2019.

During the fiscal year ended December 31, 2018, and the subsequent interim periods through February 27, 2019, neither the Company nor anyone on its behalf consulted Deloitte regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or any matter that was either the subject of a “disagreement” (within the meaning of Item 304(a) of RegulationS-K) or a “reportable event” (as such term is defined in Item 304(a)(1)(v) of RegulationS-K).

Vote Required for Approval

The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 will be 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. Abstentions and brokernon-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” the ratification of the appointment of the Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2020.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information, as of December 31, 2015,2019, regarding the number of shares of Company common stock that may be issued under the Company’s equity compensation plans.

b.

The Company’s Employee Stock Purchase Plan was amended, restated and subsequently approved by stockholders on June 6, 2013, and amended and subsequently approved by stockholders on May 25, 2017 and June 1, 2018. The most recent amendment increased the maximum aggregate number of shares reserved and available for issuance under the Plan to 1,500,000.

Currently, the Company’s Equity Incentive Plan, as amended and restated on December 21, 2015May 25, 2017 and the Company’s ESPP, as Amended and Restated, dated April 16, 2013amended on June 1, 2018, are the only equity compensation plans in effect.

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AUDIT COMMITTEECOMMITTEE MATTERS

Audit Committee Report

The Audit Committee operates under a written charter, which has been adopted by the Board. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to the Board with the monitoring of (1) the quality and integrity of the Company’sour financial statements, (2) the effectiveness of the Company’sour internal controlcontrols over financial reporting, (3) the qualifications and independence of the Company’s independent registered public accounting firm, (4) the performance of the Company’s independent registered public accounting firm and (5) the Company’s compliance with legal and regulatory requirements.requirements, (4) 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. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. These responsibilities rest with management and the Company’s independent registered public accounting firm.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company for the fiscal yearsyear ended December 31, 2015, 20142019 with management and 2013Deloitte & Touche LLP. For the fiscal year ended December 31, 2018, the Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company with management and Crowe Horwath LLP.,LLP, the Company’s independent registered public accounting firm for the 2014 and 2015that fiscal year, and with Kingery and Crouse P.A., the Company’s independent registered public accounting firm for the year ended December 31, 2013.year.

The Audit Committee has discussed with Crowe HorwathDeloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted bythe applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.“PCAOB”. In addition, the Committee has received during the past fiscal year the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with Crowe Horwath LLP its independence from the Company and its management.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the Company for the fiscal year ended December 31, 20152019 be included in its Annual Report on Form10-K for the year ended December 31, 20152019 for filing with the Securities and Exchange Commission.

MEMBERS OF THE AUDIT COMMITTEE

Raymond R. Hipp (Chair)

Bruce K. Crowther

Lynn A. Tetrault

EXECUTIVE OFFICERS

Corporate Controller at General Motors. In addition to her private sector experience, Ms. Virag worked for the Public Company Accounting Oversight Board (“PCAOB”) from 2005 to 2008, where she served as the project leader for Auditing Standard No. 5. She also worked in public accounting, for Deloitte & Touche, LLP where she was an Audit Senior Manager. Ms. Virag has a Bachelor of Science degree in Accounting from California State University.

. Denise E. Pedulla

General Counsel and Corporate Secretary

Ms. Pedulla joined NeoGenomics in 2015 as the company’s General Counsel and Corporate Secretary. 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 laboratories, durable medical equipment suppliers and other health care providers in the areas of fraud and abuse, coverage, billing and reimbursement, regulatory compliance, corporate governance, contracting, and government affairs. From 1996 to 2000, Ms. Pedulla was employed at Fresenius Medical Care North America in positions of increasing responsibility, including Associate General Counsel and Vice President of Compliance, Regulatory and Government Affairs for the company’s clinical laboratory division. Ms. Pedulla received a B.S. in Nursing and Psychology from Boston College, a J.D. from Suffolk Law School, and an M.P.H. in Health Policy and Management from Harvard University. She also holds a Certification in Health Care Compliance (CHC) from the Health Care Compliance Association. Ms. Pedulla is a licensed attorney in Massachusetts and Florida and is a member of the Association of Corporate Council, the American Health Lawyers Association and the Health Law Sections of the American, Florida, and Massachusetts Bar Associations.

Robert J. Shovlin

President, Clinical Services

Mr. BrodieShovlin has served as the Chief Scientific OfficerPresident of NeoGenomicsour Clinical Services Division since April 2015. Dr. Brodie is also the Laboratory Director for our Fort Myers, FL lab facility, a role he has held since 2014. He also has served as our Director of Molecular Genetics and Cytogenetics since 2011.September, 2016. Prior to joining NeoGenomics, Dr. Brodie served as a Senior Director of Cytogenetics, Assistant Director of Molecular Genetics, and Scientific Director of Maternal Serum Screening at Quest Diagnostics (Specialty Laboratories) in Valencia Ca. In addition to his clinical responsibilities,this, he trained Pathology residents in genetic testing for Loma Linda University Medical Center as the Affiliate Rotation Director and the University of Southern California, Keck SOM as a Clinical Assistant Professor of Pathology. Prior to joining Quest Diagnostics, he held a variety of research and clinical positions at the National Institutes of Health, University of New Mexico School of Medicine, and the University of California Los Angeles David Geffen School Of Medicine. Dr. Brodie was trained in Genetics at the University of California Los Angeles/Cedar-Sinai Medical Center medical genetics training program. He received a Ph.D. in Biomedical Sciences from the University of New Mexico School of Medicine and Clinical Molecular Genetics and Cytogenetics training at the University of California Los Angeles. Dr. Brodie is Board Certified by the American Board of Medical Genetics and Genomics and holds Directors Licenses in California, Florida, Tennessee, and New York.

George A. Cardoza, age 54. Mr. Cardoza has served as Chief Financial Officer since November 2009. Prior to that from March 2008 to November 2009, Mr. Cardoza served as the Chief Financial Officer of Protocol Global Solutions, Inc., a privately held international marketing company. Mr. Cardoza also served as the Controller of Protocol Global Solutions from March 2006 to March 2008. From April 1991 to March 2006, Mr. Cardoza was employed by Quest Diagnostics Inc., a diagnostic testing, information and services company, in a number of positions, including the position of Controller, Central Region from 2001 to March 2006. At Quest Mr. Cardoza was responsible for overseeing all the financial operations of the Central Region, which had revenue of over $1.2 billion in 2006. Prior to his time with Quest, he worked for Sony Music Entertainment Inc. and the Continental Grain Company in various financial roles. Mr. Cardoza received his B.S. from Syracuse University in finance and accounting and has received his M.B.A. from Michigan State University.

Robert J. Shovlin, age 45. Mr. Shovlin has served as our Chief Growth Officer since the acquisition of Clarient.Clarient Inc. (“Clarient”) in 2015. From his hire date in October 2014 until the Clarient acquisition, Mr. Shovlin served as the Chief Operating Officer of NeoGenomics. From 2012 until October 2014, Mr. Shovlin served as Chief Development officer for Bostwick Laboratories, a provider of anatomic pathology testing services targeting urologists and other clinicians, where he was responsible for Sales, Marketing, Managed Care, Business Development, and Clinical Trials. From 2005 until 2011, he served in progressively more responsible positions, including President and Chief Executive Officer, for Aureon Biosciences, Inc., a venture-backed diagnostics company focused on developing novel and proprietary prostate cancer tests. Mr. Shovlin also served as Executive Director for Anatomic Pathology and Director of Managed Care for Quest Diagnostics from 2003 until 2005, and held sales leadership positions at Dianon Systems from 1997 until 2003. Mr. Shovlin served as a Captain, Infantry Officer in the United States Marine Corps from 1992 until 1997 where he served as a Platoon and Company Commander with 1st Battalion 4th Marines and as an Instructor and Staff Platoon Commander at the Basic School. He holds a Bachelor of Science Degree from Pennsylvania State University, and a Masters of Business Administration from Rutgers University.

George A. Cardoza

Maher Albitar, M.D., age 61. Dr. AlbitarPresident, Pharma Services

Mr. Cardoza has served the Company as the President of Pharma Services since March 2018. He has been with NeoGenomics since November 2009, serving as the Company’s Chief MedicalFinancial Officer through March 2018. Prior to that, he was the Chief Financial Officer at Protocol Integrated Direct Marketing. Mr. Cardoza spent fifteen years with Quest Diagnostics, including years when it was still part of Corning Inc. With Corning

Inc. he worked with the Corning Life Sciences Division, which did several acquisitions in the Pharma services space. These acquisitions formed the pieces of Covance, which Corning spun out at the same time as Quest in 1996. Mr. Cardoza has worked closely with NeoGenomics Pharmaceutical Services and Clinical Trials division, which was combined into the Clinical Trials arm of Clarient Inc. when it was acquired from General Electric Healthcare in December 2015. Mr. Cardoza received his B.S. from Syracuse University in finance and accounting and has received his M.B.A. from Michigan State University.

William B. Bonello

President, Informatics and Director of ResearchInvestor Relations

Mr. Bonello was appointed President of Informatics in February 2020 and Development since January 2012. From 2008continues to 2011, Dr. Albitar served as the Medical Director for Hematopathology and Oncology, Nichols Institute of Quest Diagnostics, and Chief R&D Director for Hematopathology and Oncology for Quest Diagnostics, a diagnostic testing, information and services company. From 2003 to 2008, Dr. Albitar servedserve as the Director of Hematopathology for the Nichols Institute of Quest Diagnostics. From 2005 to 2011, Dr. Albitar also served as a Board member of Associated Diagnostics Pathologists, Inc. From 1991 to 2003, Dr. Albitar held various faculty positions at The University of Texas MD Anderson Cancer Center. Dr. Albitar previouslyInvestor Relations. Previously, Mr. Bonello served as the Chief MedicalStrategy and Corporate Development Officer, Treasurer, and Director of Health Discovery Corporation (“HDC”)Corporate Development since April 2017. Prior to joining NeoGenomics, Mr. Bonello spent nearly twenty years as a healthcare equity analyst covering diagnostic services and is currently a memberproduct stocks for Piper Jaffray, Wachovia Securities, RBC, and Craig Hallum Capital Group. Mr. Bonello also worked for many years at LabCorp as the Senior Vice President for Investor Relations. Mr. Bonello has an undergraduate degree from Carleton College and earned his MBA from the Kellogg School of the Board of Directors of HDC. Dr. AlbitarManagement at Northwestern University.

Douglas M. Brown

Chief Strategy and Corporate Development Officer

Mr. Brown has also served as a consultantour Chief Strategy and Corporate Development Officer since February 2020. Prior to multiple companies. Dr. Albitarjoining NeoGenomics, Mr. Brown was Senior Managing Director with SVB Leerink with significant expertise in the oncology diagnostic sector. During his career, he has advised clients in over 100 successful M&A and Corporate Financing transactions. Doug advised General Electric on the sale of Clarient, and recently advised NeoGenomics on the acquisition of Genoptix and the oncology assets of Human Longevity. Mr. Brown earned his MBA from the Fuqua School of Business at Duke University and received his medicalundergraduate business degree in 1979 from Damascus Medical School in Damascus, Syria.the University of Texas at Austin.

Jennifer M. Balliet

13Vice President and Chief Culture Officer

Mark A. Machulcz, age 52.  Mr. MachulczMs. Balliet has served as our Chief Culture Officer since September 2016. Prior to that, she had served as our Vice President of OperationsHuman Resources since January 2016.  From 2011 until our acquisition of ClarientApril 2015. Ms. Balliet joined NeoGenomics in December 2015, he2008 and has steadily increased her responsibilities; she also previously served as Vice PresidentDirector of International OperationsHuman Resources. During her time with NeoGenomics, she managed the human resources process as the Company grew from 100 employees to approximately 1,500 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. Prior, 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 GE Healthcare, Clarient Diagnostic Services, Inc. as a leading providerPathologist 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 comprehensive cancer-diagnostic laboratory services where heMaryland. He was previously on the faculty of Stanford Medical School and was Chairman of Pathology at the City of Hope from 1997 to 2011. One of the most published pathologists in the world, Dr. Weiss was the recipient of the Benjamin Castleman Award from the International Academy of Pathology, the Arthur Purdy Stout Award from the APS Society of Surgical Pathologists, and the Ramzi Cotran Award from the United States-Canadian Academy of Pathology.

Stephanie K. Bywater

Chief Compliance Officer

Ms. Bywater has served the Company as the Compliance Officer since May 2017 and was appointed Chief Compliance Officer in March 2018. Prior to joining the Company, Ms. Bywater was the Global Compliance Operations & Americas Compliance Officer at Varian Medical Systems Inc., a radiation oncology medical device company. In this role, she was responsible for the development and execution of the international and domestic expansiondeveloping strategy for the clinical and bio pharmaceutical business.  From 2009 until 2011, heoverseeing global compliance operations and served as Executive Vice Presidentthe compliance officer for one of Operations at PLUS Diagnostics,three global regions, with a pathology laboratory where was responsible for lab operations, customer service, logisticsfocus on international anti-corruption and information technology.anti-competition laws from 2015 to 2017. Prior to joining PLUS Diagnostics, Mr. Machulcz directedVarian, Ms. Bywater was the India operations at Quest Diagnostics Incorporated,Compliance and Privacy Officer for Myriad Genetic Laboratories, where he was involved inshe implemented and provided oversight for programs supporting Anti-kickback Statute, Stark Law, billing and reimbursement, FDA, research, and global data privacy and protection requirements from 2010 to 2015. In addition to her private sector experience, since 2016, Ms. Bywater has served on the launchAdvisory Board for the Center for Genomic Interpretation, anon-profit organization, where she consults and advises on compliance related matters. Ms. Bywater has a Bachelor of their clinical trials service and was responsible for clinical and Anatomical Pathology Laboratories and prior to that role he served in various other positions at Quest Diagnostics with progressive levels of responsibility.  Mr. Machulcz received his Bachelor'sScience degree in Medical TechnologyHealthcare Administration from St. LouisNorthern Illinois University and his Master's degreeis a Certified Healthcare Professional (CHP), Certified in Business Administration from Johns Hopkins University. Healthcare Privacy (CHP), and a Certified Internal Auditor (CIA).

Steven A. Ross age 52.

Chief Information Officer

Mr. Ross has served as Chief Information Officer since April 2013. Prior to joining the Company, Mr. Ross served as Vice President Technology at Chico’s FAS, Inc. during the period from 2003 to 2013, where he participated in the direction of all information technology resource planning, budgeting, technology associate development coaching and operation initiatives for the $2.5 billion dollar global consumer products company. Prior to that Mr. Ross worked for Zinn Corporation as a Project Director, assisting Target Inc. Mr. Ross has his Bachelor of ScienceB.A. from New Mexico State University.

COMPENSATION OF DIRECTORS

Jennifer Balliet, age 39Each of our. Mrs. Ballietnon-employee directors is entitled to receive compensation. For the year ended December 31, 2019, each eligiblenon-employee director received Board compensation of $45,000. In addition, eligiblenon-employee directors who serve on committees receive the following compensation:

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

The Board has servedthe discretion to grant equity awards tonon-employee directors as part of their compensation. All committee members, whether member or chair, receive total annual equity compensation in the amount of $110,000. On June 6, 2019, the Board granted 3,419 shares of restricted stock and 4,269 stock options to eachnon-employee director. Both the stock options and the restricted stock awards vest on June 6, 2020.

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 salary within five years of the guideline applying to them.

The table below summarizes the current share ownership guidelines as well as the current share ownership of our board as a multiple of base compensation for Board services as of December 31, 2019:

The aggregate number of stock awards and stock option awards granted to each of ournon-employee directors for the year ended December 31, 2019 was as follows:

COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION DISCUSSION & ANALYSIS

Overview and Philosophy

The Compensation Committee strives to create a compensation structure that supports apay-for-performance culture and strongly believes that executive compensation should be tied to the performance of the Company and stockholder returns.

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 reflect various factors including recruiting, training, development, compensation,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 under our equity incentive plans, generally in the form of stock options and/or restricted stock grants, which link the interests of senior management with our other stockholders. Equity incentive grants are subject to three or four year vesting provisions. Each of our compensation elements is designed to simultaneously fulfill one or more of our core objectives.

Our compensation program is administered under a rigorous process that includes the solicitation by the Compensation Committee of advice of an independent third-party consultant (which reports directly to the Compensation Committee, not to management) and organizational development. Mrs. Balliet received her B.S. degreelong-standing, consistently applied policies with respect to the timing of equity grants, the pricing of stock options, and the periodic review of peer group practices.

We believe our overall program, and, in Psychology and M.S. degreeparticular, our focus on granting long-term awards, is consistent with current best practices in Business Management from the University of Florida.compensation design.

2019 Performance Highlights

Edwin F. Weidig III, age 46Most of our compensation decisions are determined in the first few months of our fiscal year, after the evaluation of Company performance and the performance of our Chief Executive Officer and other executive officers. We believe the compensation of all of our Named Executive Officers for 2019 aligned with both our performance in 2019 and the objectives of our executive compensation policies. The Company achieved strong operational and financial performance across a broad range of measures.

(1) “Adjusted EBITDA. Edwin F. Weidig III has served(non-GAAP)” is defined by NeoGenomics as Directornet income from continuing operations before: (i) net interest expense, (ii) tax (benefit) expense, and, if applicable in a reporting period, (iii) depreciation and amortization expense,(iv) non-cash stock-based compensation expense, (v) acquisition and integration related expenses,(vi) non-cash impairments of Financeintangible assets, (vii) debt financing costs, (viii) and Principal Accounting Officer since January 2012. Mr. Weidig servedother significantnon-recurring ornon-operating income or expenses.

Compensation Design

EXECUTIVE AND DIRECTOR COMPENSATIONCompensation Strategy

We believe that having the right management team leading NeoGenomics and our employees globally is critical in our ability to achieve our financial and strategic objectives. Our compensation philosophy is to offer our executive officers compensation and benefits that are competitive and meet our goals of attracting, retaining, and motivating highly skilled management, which is necessary to achieve our financial and strategic

14

objectives and create long-term value for our stockholders. We believe the levels of compensation we provide should be competitive, reasonable, and appropriate for our business needs and circumstances.

2015Alignment with NeoGenomics’ Strategy

NeoGenomics is a premier cancer diagnostics and pharma services company serving oncologists, pathologists, pharmaceutical companies, academic centers, and others with innovative diagnostic, prognostic and predictive testing. By providing uncompromising quality, exceptional service, and innovative solutions, we will be the world’s leading cancer testing and information company.

Underpinned by our values of Quality, Integrity, Accountability, Teamwork, and Innovation, we believe that focusing on saving lives by improving patient care will drive profitable growth for our stockholders to the benefit of all our stakeholders.

This vision is reflected in how we have designed our compensation programs, with performance metrics that focus on our achievements.

Compensation Elements

Our compensation program is purposefully straightforward. In accordance with our compensation philosophy, we provide competitive fixed cash compensation, an annual incentive program that aligns pay within-year progress against our longer term goals, and stock options and/or restricted stock that provide clear and transparent alignment to sustainable stockholder value creation, while retaining our executives over the long-term. The aggregate value of base salary, target bonus and long-term incentives is generally positioned within a competitive range around market median.

The aggregate value of base salary, target bonus and long-term incentives is generally positioned within a competitive range around market median.

As the following charts show, the majority of our CEO’s and other named executive officers’ compensation is variable and performance based:

Compensation Best Practices

Compensation Governance

Compensation Oversight

The Compensation Committee, chaired by Lynn A. Tetrault and comprised of three independent Directors, is responsible for discharging the Board’s responsibilities relating to compensation of our executive officers, including the Chief Executive Officer. The Committee has overall responsibility for approving and evaluating all of our compensation plans, policies and programs as they affect our executive officers. This includes reviewing and approving the compensation of the Named Executive Officers, approving performance goals, and reviewing the achievement of performance goals at year end.

In exercising its duties, the Compensation Committee receives information and support from management, and guidance from an independent advisor.

The Compensation Committee is wholly accountable for any changes in compensation for the Chief Executive Officer, and the Chief Executive Officer is not included in any discussions regarding changes to his own compensation. For other Named Executive Officers, recommendations are made by the Chief Executive Officer and subsequently reviewed and approved by the Compensation Committee.

The Annual Process

The Compensation Committee typically meets five times a year to consider the following items:

Additional meetings are scheduled on an as needed basis.

Use of an Independent Advisor

As outlined in its Charter, the Compensation Committee has the authority to select, retain, and/or replace, as needed, compensation and benefits consultants and other outside consultants to provide independent advice to the Compensation Committee.

In 2016, the Compensation Committee appointed Willis Towers Watson as an independent outside compensation consultant. During 2019, Willis Towers Watson advised the Compensation Committee on peer group development, market practices, industry trends, investor views and benchmark compensation data. In addition, they reviewed and provided the Compensation Committee with an independent perspective of management recommendations. These duties were consistent with those performed in prior years.

The Compensation Committee considered the six factors specified by the Securities and Exchange Commission to monitor the independence of their compensation advisors. As was the case in prior years, the Compensation Committee determined that Willis Towers Watson’s services during 2019 did not raise a conflict of interest.

Managing Compensation-Related Risks

NeoGenomics operates in a highly regulated, competitive and fast-moving field, meaning that risk management is core to our success. It is the common purpose of all NeoGenomics employees to save lives by improving patient care, and this shared common purpose underscores our commitment to performance excellence in a risk-appropriate manner.

The Compensation Committee’s role relative to risk mitigation is to review the risks associated with NeoGenomics’ compensation policies and practices to determine whether any risks associated with such policies and practices encourage unnecessary or excessive risk-taking or are reasonably likely to have a material adverse effect on the company. The Compensation Committee also oversees an annual review of the Corporation’s risk assessment of its compensation policies and practices for its employees.

The risk-mitigating features that NeoGenomics has adopted within our executive compensation programs are summarized below.

Clawback

In the event of a restatement of the NeoGenomics’ financial statements due to material noncompliance with any financial reporting requirement under the law, whether such noncompliance is the result of misconduct or other circumstances, a Participant shall be required to reimburse the Company for any amounts earned or payable with respect to an Award to the extent required by law and any applicable Company policies.

Share Ownership Guidelines and Share Retention Requirements

NeoGenomics has adopted share ownership guidelines to further align the interests of our senior executives with those of our stockholders. The guidelines require covered roles to hold NeoGenomics stock worth a value expressed as a multiple of their salary within five years of the guideline applying to them.

The table below summarizes the current share ownership guidelines for our Named Executive Officers as a multiple of salary as of December 31, 2019:

these advisory votes will continue to inform the Compensation Committee’s thinking as it evaluates the appropriateness and effectiveness of NeoGenomics’ approach to executive compensation.

Compensation Peer Group

In evaluating executive compensation, the Compensation Committee considers a number of factors including:

Given the fast-changing nature of our industry, the Compensation Committee reviews the compensation peer group annually, with input from Willis Towers Watson. Consideration is given to relative size (revenue, number of employees and market capitalization) and nature of business (business focus and model) of the organizations.

The Compensation Committee has consciously chosen to adopt a compensation peer group that is, on the whole, different from the group of companies with which our business competes. This is primarily due to the fact that many of our direct business competitors are either much larger or smaller than us in terms of size and scope, meaning the compensation data would not necessarily be appropriate to inform decision-making regarding executive compensation levels at NeoGenomics.

The 2019 compensation peer group comprised the following 20 companies:

* Indicates companies excluded from CEO pay vs. performance graph below as three years of stock data is not available.

Foundation Medicine, Inc. and Sucampo Pharmaceuticals, Inc. were removed for 2019 because they were acquired. Lantheus Holdings, Inc. and Meridien Bioscience, Inc. were added in 2019 because they met industry selection criteria and fell within the desired ranges for revenue and market capitalization.

Assessment of the Chief Executive Officer’s Compensation

As noted above, one of the Compensation Committee’s annual activities is to assess the total compensation of the Chief Executive Officer related to our compensation peer group. The peer group used for this purpose is our compensation peer group as defined above.

The following graph shows the relationship of our CEO’s total compensation as set forth in the 2018 Summary Compensation Table and the change in stock price for the three years ended December 31, 2016, 2017 and 2018 (annualized) as compared to the companies included in our peer group, as defined above. Data for the most recent year ended December 31, 2019 was not used in this graph as the CEO compensation was not available for this period for all companies presented.

Establishing Performance Targets

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

2019 Compensation Decisions and Outcomes

The decisions described below in relation to 2019 pay levels and outcomes for our Named Executive Officers were made before the full global extent ofCOVID-19 became apparent. The Compensation Committee will consider the business and financial impact ofCOVID-19 to NeoGenomics, our shareholders, our employees, our customers and other stakeholders, in evaluating 2020 performance in early 2021.

An Overview of Performance in 2019

The Compensation Committee considers the financial performance of the Company in making compensation decisions. The Compensation Committee believes that compensation should be tied to the performance of the Company as well as the return to stockholders.

The primary metrics used in the evaluation of financial performance of the Company are revenue and adjusted EBITDA. During 2019, we reported record revenue of $408.8 million, representing 47.7% year over year growth. Revenue per test also improved 13.3%. Adjusted EBITDA⁽²⁾ for 2019 was $57.2 million, a 31.4% increase from the prior year.

These performance achievements in addition to company and individual goals, resulted in annual incentive awards ranging from 121% - 171% of target.

We have presented below the cumulative total return to our stockholders of $100 during the period from December 31, 2014, through December 31, 2019 in comparison to the cumulative return on the S&P 500 Index and a customized peer group of six publicly traded companies during that same period. The peer group is made up of Qiagen N.V., Exact Sciences Corporation, Laboratory Corporation of America Holdings, Myriad Genetics, Inc. and Quest Diagnostics, Inc. Several of our closest competitors are part of large pharmaceutical or other multi-national firms, or are privately held and, as such, we are unable to obtain financial information for them.

The results assume that $100 (with reinvestment of all dividends) was invested in our common stock, the index, and in the peer group and relative performance tracked through December 31, 2019.

Our Named Executive Officers in 2019

The following individuals were Named Executive Officers in 2019.

(1) Ms. Virag resigned effective August 2019.

(2) Prior to her appointment to Chief Financial Officer in February 2020, Ms. McKenzie served as the Company’s Vice President of Finance and Chief Accounting Officer since 2017 and the Principal Financial Officer since August 2019.

(3) Prior to his appointment to Chief Medical Officer, Dr. Weiss served as the Company’s Chief Scientific Officer since December 2018.

2019 Base Salary

(1) Ms. Virag resigned effective August 2019.

(2) Prior to her appointment to Chief Financial Officer in February 2020, Ms. McKenzie served as the Company’s Vice President of Finance and Chief Accounting Officer since 2017 and the Principal Financial Officer since August 2019.

(3) Prior to his appointment to Chief Medical Officer, Dr. Weiss served as the Company’s Chief Scientific Officer since December 2018.

2019 Annual Incentive

The annual incentive is a performance bonus, paid in cash that is designed to incentivize and reward Named Executive Officers for operating results, both financial and strategic. The 2019 performance goals were approved by the Compensation Committee at the start of the fiscal year and communicated to each of our Named Executive Officers. In 2019, bonus opportunities and outcomes for the Named Executive Officers were as follows:

component, reflecting the importance of our senior management working collectively as a team to deliver results, and their collective accountability to our stockholders.

The weight of each measure for 2019 was as follows: