UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549


SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the
Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

INTERPACE BIOSCIENCES, INC.

(Name of Registrant as Specified in Its Charter)

Not applicable

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

Payment of Filing Fee (Check all boxes that apply):

, 2016

September 20, 2022

Dear Stockholder:

It is my pleasure to invite you to attend Interpace Diagnostics Group,Biosciences, Inc.’s (“Interpace”Interpace”, the “Company”, “we”, “us” or “our”) Annual Meeting of Stockholders to be held on , 2016,November 10, 2022, at 11:4:00 a.m.p.m., Eastern Time. TheTime (the “Annual Meeting”).

We have decided that the Annual Meeting will be held in a virtual format only, via the Internet, with no physical in-person meeting. We are pleased to use the latest technology to increase access, to improve communication and to obtain cost savings for our stockholders and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation as stockholders can participate from any location. Stockholders will have the ability to attend, vote and submit questions shortly before and during the virtual meeting from any location via the Internet at www.virtualshareholdermeeting.com/IDXG2022. If you intend to participate in the office of our legal counsel, Pepper Hamilton LLP, located at The New York Times Building, 37th Floor, 620 Eighth Avenue, New York, New York 10018. virtual meeting, please refer to the section “General Information About the Annual Meeting and Voting” below.

During our Annual Meeting, we will discuss each item of business described in the accompanying Notice of Annual Meeting and Proxy Statement and I will present an update on our business operations.enclosed with this letter. There also will be time for questions.

We hope that you will exercise your right to vote, either by attending the Annual Meeting via the Internet or by voting through other acceptable means as promptly as possible. Stockholders of record at the close of business on September 16, 2022 are entitled to notice of and to vote at the meeting.

The accompanyingfollowing Notice of the 2022 Annual Meeting of Stockholders, Proxy Statement and WHITE proxy card provideinclude information about Interpace in additionthe matters to describingbe acted upon by stockholders at the business wevirtual Annual Meeting. We hope that you will conductexercise your right to vote, either by attending the Annual Meeting online and voting electronically or by voting through other acceptable means as promptly as possible. You may vote electronically at the Annual Meeting. We urge you to read this information carefully.

Your vote is important. You may vote onMeeting through the Internet, as described in the instructions you receive; by mail, using the WHITEtelephone, or by mailing your completed proxy card (or voting instruction form, if you receive; or in person at the Annual Meeting.hold your shares through a broker). Whether or not you plan to attend the virtual Annual Meeting, in person, it is important that your shares are represented. If you have any questions, please contact Thomas Freeburg, by telephone at 862-325-6374 or by email at tfreeburg@interpace.com.

We are delighted to have you as a stockholder of Interpace, and we thank you for your ongoing support.

Sincerely,


Jack E. Stover
Interim Chief Executive Officer

Morris Corporate Center 1, Building C, 300 Interpace Parkway, Parsippany, New Jersey 07054

Phone: 862.207.7800412.224.6900 · Toll Free: 844.405.9655855.776.6419 ·http://www.interpacediagnostics.comwww.interpace.com

PRELIMINARY PROXY MATERIAL – SUBJECT TO COMPLETION

NOTICE OF THE 20162022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD , 2016

________________________NOVEMBER 10, 2022

To the Stockholders of Interpace Diagnostics Group,Biosciences, Inc.:

NOTICE IS HEREBY GIVEN that theThe 2022 Annual Meeting of Stockholders (the “Annual Meeting”“Annual Meeting”) of Interpace Diagnostics Group,Biosciences, Inc. (“Interpace”Interpace”, the “Company”, “we”, “us”, or the “Company”“our”) will be held virtually via the Internet at the office of our legal counsel, Pepper Hamilton LLP, locatedwww.virtualshareholdermeeting.com/IDXG2022 on November 10, 2022 at The New York Times Building, 37th Floor, 620 Eighth Avenue, New York, New York 10018 on            , 2016 at 11:4:00 a.m.p.m., Eastern Time. At the Annual Meeting, youstockholders will be asked:act on the following matters:

Only the stockholders of record at the close of business on June 7, 2016September 16, 2022 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. We have decided that the Annual Meeting will be held in a virtual format only, via the Internet, with no physical in-person meeting. We are pleased to use the latest technology to increase access, to improve communication and to obtain cost savings for our stockholders and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation as stockholders can participate from any location. Stockholders will have the ability to attend, vote and submit questions shortly before and during the virtual meeting from any location via the Internet at www.virtualshareholdermeeting.com/IDXG2022.

A complete list of these stockholders will be available duringin electronic form at the Annual Meeting and at the Company’s corporate headquarters located at Morris Corporate Center One, 300 Interpace Parkway, Building A, Parsippany, NJ 07054will be accessible for at least ten days prior to the Annual Meeting. If you would like to inspect the list, please call Nat Krishnamurti,Thomas Freeburg, the Company’s Chief Financial Officer, at (862) 207-7862862-325-6374 to arrangeobtain a visit to our officesdigital copy of the list for the inspection.inspection prior to the Annual Meeting. All stockholders are cordially invited to virtually attend the Annual Meeting.

You should know that Novation Companies, Inc. (“Novation”), a purported stockholder, has stated its intentionWe look forward to propose director nominees for electiongreeting personally those stockholders who are able to attend the meeting online. However, whether or not you plan to join us at the meeting, it is important that your shares be represented. Stockholders of record at the close of business on September 16, 2022 are entitled to notice of and to vote at the meeting. We will be using the “Notice and Access” method of providing proxy materials to you via the Internet. On or about September 20, 2022, we will mail to our stockholders a Notice Regarding the Availability of Proxy Materials for the Annual Meeting.Meeting (“Notice”) containing instructions on how to access our Proxy Statement and our 2021 Annual Report on Form 10-K, as amended, and vote electronically via the Internet. The BoardNotice also contains instructions on how to receive a printed copy of Directors of Interpace unanimously recommends a vote FOR the Board’s nominees for Class I directors.your proxy materials.

Your vote is important regardless of the number of shares you own. Whether or not you expectplan to attend the virtual Annual Meeting, we hopeencourage you will taketo read the timeProxy Statement and submit your proxy or voting instructions as soon as possible by Internet, telephone or mail. For specific instructions on how to vote your shares.shares, please refer to the instructions in the section entitled “General Information About the Annual Meeting and Voting” beginning on page 5 of the Proxy Statement or your attached proxy card.

By order of the Board of Directors, 

Dated: September 20, 2022

Important Notice Regarding the Availability of Proxy

Jack E. Stover
Interim Chief Executive OfficerMaterials for the Annual Meeting of Stockholders to Be Held

on November 10, 2022

Dated:                       , 2016The Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders and

Annual Report are also available on the Internet at

www.proxyvote.com

TABLE OF CONTENTS

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why are you receiving these proxy materials?

We have made these materials available to you electronically in connection with the solicitation of proxies on behalf of our board of directors (the “Board”) for use at our 2022 Annual Meeting of Stockholders (the “Annual Meeting”). This Proxy Statement describes the matters on which you, as a stockholder, are entitled to vote. It also gives you information on these matters so that you can make an informed decision.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials for the Annual Meeting (the “Notice”) to our stockholders of record and beneficial owners as of the record date (for more information on the record date, see “—  Who is entitled to vote at the Annual Meeting?”). The mailing of the Notice to our stockholders is scheduled to begin on or about September 20, 2022. All stockholders will have the ability to access the proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as amended (the “Annual Report”) on a website referred to in the Notice or to request to receive a printed set of the proxy materials and the Annual Report. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. Stockholders may also request to receive proxy materials and our Annual Report in printed form by mail or electronically by email on an ongoing basis.

How do I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how you can:

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you, and will reduce the impact of printing and mailing these materials on the environment. Stockholders may also request to receive proxy materials and our Annual Report in printed form by mail or electronically by email on an ongoing basis. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

What items will be voted on at the Annual Meeting?

The following proposals are scheduled for a vote at the Annual Meeting:

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

PROXYSTATEMENTIn addition, management will be available to respond to questions from stockholders.

General Information AboutWhat are the Annual Meeting and VotingBoard’s voting recommendations?

_______________________

WhyThe Board’s recommendations are you receiving these proxy materials?

This Proxy Statement is furnished in connectionset forth together with the solicitation bydescription of each item in this Proxy Statement. In summary, the Board of Directors (the “Board”) of Interpace Diagnostics Group, Inc.,recommends a Delaware corporation (the “Company”, “Interpace”, “we”, “us” or “our”), of proxies in the form enclosed for the Annual Meeting of Stockholders to be held at the office of our legal counsel, Pepper Hamilton LLP, located at The New York Times Building, 37th Floor, 620 Eighth Avenue, New York, New York 10018 on          , 2016 at 11:00 a.m., Eastern Time,vote FOR Proposal Nos. 1, 2, 3, 4 and for any adjournment or postponement thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Our Board knows of no other business which will come before the Annual Meeting. This Proxy Statement will be mailed to stockholders on or about , 2016.

5.

Who is entitled to vote at the Annual Meeting?

Only stockholdersStockholders of record at the close of business on the record date, June 7, 2016,Record Date may vote at the Annual Meeting. There were 18,162,671[4,246,297] shares of our common stock and 47,000 shares of our Series B convertible preferred stock, par value $0.01 per share (the “Series B Preferred Stock”), outstanding on June 7, 2016. DuringSeptember 16, 2022 (the “Record Date”). As of the 10 days beforedate of this Proxy Statement, the two Series B Preferred Stock stockholders, on an as-converted basis, control an aggregate of sixty-six percent (66%) [(7,833,332 shares)] of our outstanding shares of common stock through their holdings of the Series B Preferred Stock. A complete list of these stockholders will be available in electronic form at the Annual Meeting you may inspect a list of stockholders eligibleand will be accessible for ten days prior to vote at our corporate headquarters located at Morris Corporate Center One, 300 Interpace Parkway, Building A, Parsippany, NJ 07054.the Annual Meeting. If you would like to inspect the list, please call Nat Krishnamurti, ourThomas Freeburg, the Company’s Chief Financial Officer, at (862) 207-7862862-325-6374 to arrangeobtain a visit to our officesdigital copy of the list for the inspection.inspection prior to the Annual Meeting. All stockholders are cordially invited to attend the virtual Annual Meeting.

What are the voting rights of the holders of our common stock?

Each outstanding share of our common stock will be entitled to one vote per share on each matter considered at the Annual Meeting.

How can you vote?What are the voting rights of the holders of our preferred stock?

Each outstanding share of our Series B Preferred Stock will be entitled to vote on each matter considered at the Annual Meeting. Each holder of outstanding shares of our Series B Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the Record Date. Except as provided by law or by our Certificate of Incorporation (which includes the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designation of Series B Preferred Stock”)), holders of Series B Preferred Stock will vote together with the holders of common stock as a single class and on an as-converted to common stock basis.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Record Owners

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are the stockholder of record with respect to those shares, and the Proxy Statement and the form of proxy have been sent directly to you.

Beneficial Owners

Many stockholders hold their shares through a broker, trustee, or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” The Proxy Statement and the form of voting instruction card has been forwarded to you by your broker, trustee, or other nominee who is considered, with respect to those shares, the stockholder of record.

How can you vote?

Record Owners and Beneficial Owners Who Have Been Provided With a 16-Digit Control Number

If you are a record holder, meaning your shares are registered in your name and not in the name of a broker, trustee, or other nominee, or a beneficial owner who has been provided by your broker with a 16-digit control number, you may vote or submit a proxy:vote:

1. Over the Internet – If you have Internet access, you may authorize the voting of your shares by accessing www.voteproxy.comwww.proxyvote.com and following the instructions set forth onin the enclosed WHITE proxy card.materials. You must specify how you want your shares voted or your vote will not be completed and you will receive an error message. Your shares will be voted according to your instructions. You can also vote during the meeting by visiting www.virtualshareholdermeeting.com/IDXG2022 and having available the control number included on your proxy card or on the instructions that accompanied your proxy materials.

2. By Telephone – YouIf you are a registered stockholder, you may call toll-free 1-800-PROXIES (1-800-776-9437) in1-800-690-6903 to vote by telephone. If you are a beneficial owner who has been provided with a control number on the United States, or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. You must havevoting instruction form that accompanied your WHITE proxy card available whenmaterials, you may call and use the Company Number and Account Number that are shown on your WHITE proxy card.toll-free 1-800-454-8683 to vote by telephone. Your shares will be voted according to your instructions.

3. By Mail If You Are a Record Owner – Complete and sign the enclosedattached WHITE proxy card and mail it in the enclosed postage prepaid envelope. Your shares will be voted according to your instructions. If you sign your WHITE proxy card but do not specify how you want your shares voted, they will be voted as recommended by our Board. Unsigned proxy cards will not be voted.

Beneficial Owners

4.     As the beneficial owner, you have the right to direct your broker, trustee, or other nominee on how to vote your shares. In Person at the Meeting – Ifmost cases, when your broker provides you attend the Annual Meeting,with proxy materials, they will also provide you may deliverwith a completed and signed WHITE proxy card in person16-digit control number, which will allow you to vote as described above or you may vote by completing a ballot, which we will provide to you at the Annual Meeting.

We urge If your broker has not provided you with a 16-digit control number, please contact your broker for instructions on how to disregard any proxy card that Novation may send you.vote your shares.

Beneficial Owners and Broker Non-Votes

A significant portion of our stockholders hold their shares in “street name” through a stockbroker, bank, or other nominee, rather than directly in their own names. If you hold your shares in one of these ways, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your stockbroker, bank, or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your stockbroker, bank, or other nominee on how to vote your shares. If you hold your shares in street name, your stockbroker, bank, or other nominee has enclosed a voting instruction card for you to use in directing your stockbroker, bank, or other nominee in how to vote your shares.

Stockbrokers, banks,Brokers, trustees, or other nominees who hold shares in street name for customers have the discretion to vote those shares with respect to certain matters if they have not received instructions from the beneficial owners. Stockbrokers, banks,Brokers, trustees, or other nominees will have this discretionary authority with respect to routine“routine” matters such as Proposal No. 4, the grant of discretionary authority to the Board to effect the Reverse Stock Split and Proposal No. 5, the ratification of the appointment of our independent registered public accounting firm. However, stockbrokers, banksfirm, EisnerAmper.

Proposal Nos. 1, 2 and 3 are “non-routine” matters for which discretionary voting power does not exist under applicable rules. A broker, trustee, or other nominees will not have this discretionary authoritynominee cannot vote without instructions on non-routine matters, and therefore, broker non-votes may exist in connection with Proposal Nos. 1, 2 and 3. For Proposal No. 1, the election of one director, votes may be cast in favor of or withheld with respect to non-routine matters.

the nominee; votes that are withheld and broker non-votes will be excluded entirely from the vote and will therefore have no effect on the outcome of the vote. Proposal No. 2, the approval of an amendment to the 2019 Equity Incentive Plan, and Proposal No. 3, the approval of an amendment to the Company’s Employee Stock Purchase Plan, require the affirmative vote of a majority of the votes cast at the Annual Meeting. Broker non-votes will not affect the outcome of such proposals.

How can you attend the Annual Meeting?

TheWe will be hosting the Annual Meeting will be held on , 2016, beginninglive via audio webcast. Any stockholder can attend the Annual Meeting live online at 11:00 a.m., Eastern time, atwww.virtualshareholdermeeting.com/IDXG2022. If you were a stockholder as of the office of our legal counsel, Pepper Hamilton LLP, located at The New York Times Building, 37th Floor, 620 Eighth Avenue, New York, New York 10018. Information on how toRecord Date with a 16-digit control number, or a beneficial owner who has been provided by your broker with a 16-digit control number, or you hold a valid proxy for the Annual Meeting, you can vote in person at the Annual Meeting is discussed above underMeeting. A summary of the caption “How caninformation you vote?” Each stockholder who wishesneed to attend the Annual Meeting will be required to present valid government-issued photo identification to be admittedonline is provided below:

To attend and participate in the Annual Meeting, you will need the 16-digit control number included 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 your 16-digit control number or otherwise vote through 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 list of stockholders as of the Record Date.

Why hold a virtual meeting?

We are excited to use the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. We believe the virtual meeting format enables increased stockholder attendance and participation because stockholders can participate from any location around the world.

How do I ask questions at the virtual Annual Meeting?

Shortly before and during the virtual Annual Meeting, you may only submit questions in the question box provided at www.virtualshareholdermeeting.com/IDXG2022. We will respond to as many inquiries at the virtual Annual Meeting as time allows.

What if during the check-in time or during the virtual Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting website. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.

Can you change your vote or revoke your proxy?

If you have signed and returned the enclosed WHITE proxy card,are a stockholder of record or a beneficial owner who has been provided by your broker with a 16-digit control number, you may revoke ityour proxy or change your vote by (i) following the instructions in the proxy materials and entering a new vote by telephone or over the Internet up until 11:59 p.m. Eastern Time on November 9, 2022, (ii) attending the Annual Meeting online and voting electronically during the meeting (although attendance at any time before it is voted by: (i) submitting to usthe virtual Annual Meeting will not in and of itself revoke a proxy unless you properly executedvote electronically during the Annual Meeting or specifically request that your prior proxy bearing a later date; (ii) submitting to usbe revoked by delivering a written notice of revocation prior to the Annual Meeting), or (iii) entering a new vote by mail. Any written notice of revocation or subsequent proxy card must be received by the Secretary of the proxy; or (iii) voting in personCompany prior to the holding of the vote at the virtual Annual Meeting.Meeting at 4:00 p.m., Eastern Time, on November 10, 2022. Such written notice of revocation or subsequent proxy card should be sent to the Company’s principal executive offices at Morris Corporate Center 1, Building C, 300 Interpace Parkway, Parsippany, New Jersey 07054, Attention: Corporate Secretary.

If you are the beneficial owner of shares held in street name, you must submit new voting instructions to your stockbroker, bank,broker, trustee, or other nominee in accordance with the instructions you have received from them.

If you vote using a proxy card sent to you by Novation, you can subsequently revoke it.

The last proxy or vote that we receive from you will be the vote that is counted.

What is a proxy?

A proxy is a person you appoint to vote on your behalf. By using any of the methods discussed above, you will be appointing as your proxies Jack E. Stover,Thomas W. Burnell, our InterimPresident and Chief Executive Officer and a member of the Board, and Nat Krishnamurti,Thomas Freeburg, our Chief Financial Officer, Secretary, and Treasurer. They may act together or individually on your behalf, and will have the authority to appoint a substitute to act as proxy. If you are unable to attend the Annual Meeting, please use the means available to you to vote by proxy so that your shares of common stock (including the Series B Preferred Stock on an as converted to common stock basis, voting as a single class) may be voted.

How will your proxy vote your shares?

The persons acting as proxies pursuant to the enclosed WHITEYour proxy card will vote the shares represented as directed in the signed WHITE proxy card.according to your instructions. Unless otherwise directed in the WHITE proxy card, the proxy holders will vote the shares represented by the WHITE proxy card: (i) FOR the re-election of the two Class I director nominees named in this Proxy Statement (Proposal No. 1); (ii) FOR approval of the non-binding advisory resolution to approve the compensation of our named executive officers (Proposal No. 2); (iii) FOR approval of a proposal to amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, a "reverse stock split," by a ratio of not less than one-for-five and not more than one-for-thirty, with the exact ratio to be set within this range by our Board in its sole discretion. (Proposal No. 3); (iv) FOR ratification of the appointment of BDO USA, LLP (“BDO”) as the independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2016 (Proposal No. 4); and (v) FOR in the proxy holders’ discretion, on any other business that may come properly before the Annual Meeting and any adjournment or postponement thereof.executed proxy:

What constitutes a quorum?

A quorum is necessary in order to conduct the Annual Meeting. A quorum will be present at the Annual Meeting if holders of a majority of the shares of common stock (including the Series B Preferred Stock on an as converted to common stock basis, voting as a single class) outstanding on the record dateRecord Date are represented at the Annual Meeting in person virtually or by proxy. AFor the purpose of electing a director, the presence in person virtually or by proxy of the holders of a majority of the voting power of the Company’s outstanding securities constitutes a quorum is necessary in order to conductfor the purposes of electing such director. As of the date of this Proxy Statement, two investors, on an as-converted basis, control an aggregate of sixty-six percent (66%) of our outstanding shares of common stock through their holdings of the Series B Preferred Stock.

Virtual attendance at the Annual Meeting.Meeting constitutes presence in person for purposes of quorum. If you choose to have your shares represented by proxy at the Annual Meeting, you will be considered part of the quorum. Broker non-votes and abstentions will be counted as present for the purpose of establishing a quorum. If a quorum is not present at the Annual Meeting, the stockholders present in person virtually or by proxy may adjourn the meeting to a date when a quorum is present. If an adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the Annual Meeting.

What vote is required to approve each matter and how are votes counted?

Proposal No. 1: Election of Twoone Class I directors.director nominee named in the Proxy Statement, who will serve for a term of three years and until such director’s successor is elected and qualified.

The election of directorsthe director nominee for whom we are soliciting proxies requires a plurality of the votes of the shares presentcast in person virtually or represented by proxy at the Annual Meeting and entitled to vote.Meeting. Accordingly, the directorshipsdirectorship to be filled at the Annual Meeting will be filled by the nomineesnominee receiving the highest number of votes cast “FOR” such nominees.nominee. In the election of directors,such a director, votes may be cast in favor of or withheld with respect to any or all nominees;the nominee; votes that are withheld and broker non-votes will be excluded entirely from the vote and will have no effect on the outcome of the vote.

Proposal No. 2: Non-binding Advisory Vote on Resolution to Approve Named Executive Officer Compensation.A majority of the votes cast at the Annual Meeting is required to approve this proposal. A properly executed WHITE proxy card marked ABSTAIN with respect to this proposal will not be voted and will have no effect on the outcome of the vote. In addition, broker non-votes will be excluded entirely from the vote and will therefore have no effect on the outcome of the vote.

Proposal No. 2: Approval of an amendment to the Company’s 2019 Equity Incentive Plan to increase the number of authorized shares of common stock reserved for issuance by 1,000,000 shares.

Proposal No. 3: To amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, a "”reverse stock split,"”by a ratio of not less thanone-for-five and not more than one-for-thirty, with the exact ratio to be set within this range by our board of directors in its sole discretion.A majority of the votes of the outstanding shares is requiredof common stock (including the Series B Preferred Stock, on an as converted to approve this proposal. A properly executed WHITE proxy card marked ABSTAIN with respect to this proposal will not be voted and will have the same effectcommon stock basis, voting as a vote against the proposal. In addition, broker non-votes will be excluded entirely from the vote and will, therefore, have the same effect as a vote against the proposal.

Proposal No. 4: Ratification of Appointment of our Independent Registered Public Accounting Firm. A majority of the votessingle class) cast at the Annual Meeting is required to approve this proposal. A properly executed WHITE proxy card marked ABSTAIN with respect to this proposalAccordingly, abstentions and broker non-votes, if any, will not be voted and will have no effect onaffect the outcome of the vote. In addition,vote for Proposal No. 2.

Proposal No. 3: Approval of an amendment to the Company’s Employee Stock Purchase Plan to increase the number of authorized shares of common stock reserved for issuance by 1,000,000 shares.

A majority of the votes of the shares of common stock (including the Series B Preferred Stock, on an as converted to common stock basis, voting as a single class) cast at the Annual Meeting is required to approve this proposal. Accordingly, abstentions and broker non-votes, if any, will be excluded entirely from the vote and will, therefore, have no effect onnot affect the outcome of the vote.vote for Proposal No. 3.

Proposal No. 4: To grant the Board of Directors of the Company discretionary authority to amend the Company’s Certificate of Incorporation, as amended, to effect the Reverse Stock Split.

The affirmative vote by the holders of a majority of our outstanding voting securities (including the Series B Preferred Stock, on an as converted to common stock basis, voting as a single class) is required to approve this proposal. Accordingly, abstentions and broker non-votes will count as a vote “AGAINST” Proposal No. 4.

Proposal No. 5: Ratification of appointment of EisnerAmper as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2022.

A majority of the votes of the shares of common stock (including the Series B Preferred Stock, on an as converted to common stock basis, voting as a single class) cast at the Annual Meeting is required to approve this proposal. Accordingly, abstentions and broker non-votes, if any, will not affect the outcome of the vote for Proposal No. 5.

Who counts the votes?

We have engaged Broadridge Financial Solutions, Inc. (“Broadridge”) as our independent agent to tabulate stockholder votes. If you are a stockholder of record or a beneficial owner who has been provided by your broker with a 16-digit control number, and you choose to vote over the Internet (either prior to or during the meeting) or by telephone, Broadridge will access and tabulate your vote electronically, and if you choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in street name, as applicable) returns one proxy card to Broadridge on behalf of all its clients.

How does the Board recommend that you vote?

As to the proposals to be voted on at the Annual Meeting, the Board unanimously recommends that you vote:

You should know that Novation, a purported stockholder, has stated its intention to propose director nominees for election at the Annual Meeting. The Novation nominees have NOT been endorsed by the Board. We are not responsible for the accuracy of any information provided by or relating to Novation contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Novation or any other statements that Novation may otherwise make.

What should I do if I receive a proxy card fromNovation?

Novation has stated its intention to propose director nominees for election at the Annual Meeting. You may receive proxy solicitation materials from Novation, including an opposition proxy statement and proxy card. Our Board urges you not to sign or return any proxy card sent to you by Novation. If you have previously voted using the proxy card sent to you by Novation, you have every right to change your vote by executing the WHITE proxy card or by voting by telephone or through the Internet by following the instructions under “How can you vote?” The last proxy or vote that we receive from you will be the vote that is counted.

Why are you being asked to approve the compensation of the Company’s named executive officers?

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company’s stockholders are entitled to vote at the Annual Meeting on whether to provide advisory approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “SEC”). This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on us or the Board. While this advisory vote is non-binding, the Board values the opinions that stockholders express in their votes and will, as a matter of good corporate practice, take into account the outcome of the vote when considering future compensation decisions.

Why are you being asked to ratify the appointment of BDO?EisnerAmper as our independent registered public accounting firm?

Although stockholder approval of the Audit Committee’sCommittee of the Board’s (the “Audit Committee”) selection of BDOEisnerAmper as our independent registered public accounting firm is not required, we believe that it is advisable to give stockholders an opportunity to ratify this selection. If this proposalProposal No. 5 is not approved at the Annual Meeting, the Audit Committee has agreed to reconsider its selection of BDO,EisnerAmper, but will not be required to take any action.

Are there other matters to be voted on at the Annual Meeting?

We do not know of any other matters that may come before the Annual Meeting other than the aforementioned matters. If any other matters are properly presented to the Annual Meeting, the persons named as proxies in the accompanyingattached WHITE proxy card intend to vote or otherwise act in accordance with their judgment on the matter.

Where can you find the voting results?

Voting results will be reported in a current reportCurrent Report on Form 8-K, which we will file with the SEC within four (4) business days following the Annual Meeting.

Who is soliciting proxies, how are they being solicited, and who pays the cost?

The solicitation of proxies is being made on behalf of our Board, and we will pay the expenses of the preparation of proxy materials and the solicitation of proxies for the Annual Meeting. In addition to the solicitation of proxies by mail, solicitation may be made telephonically, electronically, or by other means of communication by certain of our directors, officers or employees who will not receive additional compensation for those services,services. If you choose to access the proxy materials or Annual Report and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by an outside firm, telephonically, electronically or by other means of communication.telephone, you are responsible for telephone charges you may incur. We will reimburse brokers and other nominees for costs incurred by them in mailing proxy materials to beneficial owners in accordance with applicable rules.

Who is our independent registered public accounting firm, and will they be represented at the Annual Meeting?

BDO servedEisnerAmper is expected to serve as our independent registered public accounting firm for the fiscal year endedending December 31, 20152022 and auditedto audit our financial statements for such year. We expect that one or more representatives of BDOEisnerAmper will be present atavailable for the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions afterduring the Annual Meeting.

What is “householding” and wherecan you obtain additional copies of the proxy materials?

For information about householding and how to request additional copies of proxy materials, please see the section captioned “Additional“Additional Information – Householding”— Householding”.

Who can you contact if you have other questions about the Annual Meeting or voting?

You may contact the Company by writing to Interpace Diagnostics Group, Inc., Morris Corporate Center One, 300 Interpace Parkway, Building A, Parsippany, NJ 07054, or by calling (862) 207-7862.

PROPOSALNO. 1–

ELECTION OF DIRECTORSWhat should I do if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares are likely registered in more than one name or brokerage account. Please follow the voting instructions on each proxy or voting instruction card that you receive to ensure that all of your shares are voted.

Contact for Questions About this Proxy Statement

TheIf you have additional questions about this Proxy Statement or the meeting, please contact Thomas Freeburg, by telephone at 862-325-6374 or by email at tfreeburg@interpace.com.

PROPOSAL NO. 1 –

ELECTION OF DIRECTOR

Currently, the authorized number of directors to the Board currently consists of six members and is seven, divided into three classes with two directors in Class I, twothree directors in Class II and two directors in Class III. Directors serve for three-year terms. The terms with one class of our Class I directors, being elected byMessrs. Aggarwal and Sullivan, will expire at the Company’s stockholdersAnnual Meeting; The terms of our two Class III directors, Messrs. Burnell and Keegan will expire at eachthe 2023 annual meeting, and the terms of our three Class II directors, Messrs. Chan, Gorman, and Rocca, will expire at the 2024 annual meeting.

⁽¹⁾ The term of the Class I directors expires in 2016;2022; the term of the Class II directors expires in 2018;2023; and the term of the Class III directors expires in 2017.2024.

At the Annual Meeting, two Class I directors will be elected to serve until the annual meeting of stockholders in 20192025 and until eachsuch director’s successor is elected and qualified. Stephen J. Sullivan and Heinrich Dreismann areis the Board’s nomineesnominee for re-electionelection by the holders of the common stock as a Class I directors. The nominees havedirector. Stephen J. Sullivan has been approved, recommended and nominated for re-electionelection to the Board by the Nominating and Corporate Governance Committee (the “Nominating Committee”“Nominating Committee”) and by the Board. The accompanying proxy will be voted for the election of Stephen J. Sullivan, and Heinrich Dreismann as directors, unless the proxy contains instructions otherwise. Management has no reason to believe that Mr.Stephen J. Sullivan or Dr. Dreismann will not stand for re-electionelection or will be unable to serve. However, in the event that Mr.Stephen J. Sullivan or Dr. Dreismann should become unable or unwilling to serve as a director, the proxy will be voted for the election of such person or persons as shall be designated by the Board.

In March 2016, Novation stated its intentionAs further discussed below, the holders of the Series B Preferred Stock, voting as a separate class, are entitled to proposeelect one Class I director nominees(the “Series B Director”). Vijay Aggarwal has been designated for election as a Series B Director nominee by Ampersand, the holder of 28,000 outstanding shares of the Series B Preferred Stock, and has been approved, recommended and nominated by the Board. The holders of common stock are not entitled to vote in the election of Vijay Aggarwal. The biographies and qualifications of the members of the Board, including our proposed director nominee, Mr. Sullivan, and the Series B Director nominee, Mr. Aggarwal, are set forth below under the heading “Director Biographies and Qualifications”.

The holders of the Series B Preferred Stock, voting as a separate class, are entitled to certain director designation rights under our Certificate of Incorporation. These rights are dependent on holdings of outstanding Series B Preferred Stock. Specifically, the Certificate of Designation of Series B Preferred Stock provides that, for so long as Ampersand 2018 Limited Partnership (“Ampersand”) or 1315 Capital II, L.P. (“1315 Capital”, and together with Ampersand, each a “Series B Investor” and collectively, the “Series B Investors”) holds at least sixty percent (60%) of the Series B Preferred Stock issued to it on the Issuance Date (as defined therein), such Series B Investor will be entitled to elect two directors to the Board, provided that one of the directors qualifies as an “independent director”. However, if at any time such Series B Investor holds less than sixty percent (60%), but at least forty percent (40%), of the Series B Preferred Stock issued to them on the Issuance Date, such Series B Investor would only be entitled to elect one director to the Board. Any director elected pursuant to the terms of the Certificate of Designation of Series B Preferred Stock may be removed without cause by, and only by, the affirmative vote of the holders of Series B Preferred Stock. A vacancy in any directorship filled by the holders of Series B Preferred Stock may be filled only by vote or written consent in lieu of a meeting of such holders of Series B Preferred Stock or by any remaining director or directors elected by such holders of Series B Preferred Stock.

Based on the holdings of the issued and outstanding Series B Preferred Stock as of the date hereof, two holders of Series B Preferred Stock are each entitled to elect two directors to the Board and have designated Messrs. Chan and Rocca, by 1315 Capital, and Messrs. Gorman and Aggarwal, by Ampersand. The holders of common stock are not entitled to vote in the election of such Series B Investor director designees.

Vote Required

The election of the one director nominee for whom we are soliciting proxies, requires a plurality of the votes of the shares cast in person virtually or represented by proxy at the Annual Meeting. After carefully reviewingAccordingly, the qualifications of Novation’s proposed director nominees and other information provided by Novation, the Nominating Committee determined notdirectorship to recommend to the Board that either of Novation’s proposed nominees be nominated by the Board for election to the Boardfilled at the Annual Meeting. After careful consideration,Meeting will be filled by the Board agreednominee receiving the highest number of votes cast “FOR” such nominee. In the election of such director, votes may be cast in favor of or withheld with the Nominating Committee’s decision and decided not to nominate either of Novation’s proposed nominees for electionrespect to the Board atnominee; votes that are withheld and broker non-votes will be excluded entirely from the Annual Meeting. The Novation nomineesvote and will therefore have NOT been endorsed byno effect on the Board. We are not responsible foroutcome of the accuracy of any information provided by or relating to Novation contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Novation or any other statements that Novation may otherwise make.vote.

The Board Recommends a Vote FOR
the Election of Stephen J. Sullivan and Heinrich Dreismann
the Nominee Listed Above and Proxies That arethat Are Returned Will be soBe So Voted
Unless Otherwise Instructed.

DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

The biographies and qualifications of the members of the Board are set forth below. No director is related to any of our other directors, executive officers, or persons nominated or chosen by the Company to become a director or executive officer that would require disclosure pursuant to Item 401(d) of Regulation S-K. Likewise, there are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer that would require disclosure pursuant to Item 401(d) of Regulation S-K.

Vijay Aggarwal, Class I Director and Ampersand Designee. Dr. Vijay Aggarwal was designated as a director by Ampersand as holder of Series B Preferred Stock, and thereby appointed and elected as a director effective February 1, 2022, replacing Eric B. Lev as designee of Ampersand 2018 Limited Partnership (“Ampersand Fund”). Dr. Aggarwal serves as Chair of the Board’s Compliance and Regulatory Committee (“Regulatory Compliance Committee”) which was formerly part of the Company’s Audit Committee and was formed in January 2020 and as a member of the Board’s Nominating Committee. Currently a Managing Partner of The Channel Group, Dr. Aggarwal provides strategic advisory and capital formation services to companies with operations or investments in the clinical diagnostics, molecular diagnostic, and anatomic pathology sectors. He is also an active investor in early-stage medical technology companies. Prior to The Channel Group, he served as CEO of Vaxigenix, a pharmaceutical company developing vaccine treatments for colorectal cancer. From 2004-2009, Dr. Aggarwal was President and CEO of Aureon Laboratories, Inc., a predictive pathology company offering advanced tissue analysis services to practicing physicians and the pharmaceutical industry. From 2001 to 2004, he served as President of AAI Development Services, Inc., a global contract research and development services company serving the pharmaceutical and biotech industries. In 1999, following the acquisition of SmithKline Beecham Clinical Laboratories by Quest Diagnostics, Dr. Aggarwal led the team that planned the integration of the two companies and served on the Chairman’s Council. In addition, he served as President of Quest Diagnostic Ventures, where his responsibilities included new technology, new business models, clinical trials testing, and direct–to-consumer strategies.

Dr. Aggarwal spent 14 years with SmithKline Beecham Clinical Laboratories (“NomineesSBCL”), the clinical laboratory operations of SmithKline Beecham plc. During his tenure with the company, he held many positions, including Director of Business Development, Executive Vice President of Laboratories, having direct responsibility for Re-Electionall of SBCL’s U.S.-based laboratories, and as Vice President of Managed Care, responsible for third party reimbursement.

Early in his career, Dr. Aggarwal spent 8 years at Bio Science Laboratories, finishing his time with the company as Manager of Toxicology and Special Chemistry. He currently holds Board positions at Accugenomics, Allergenis, Moleculera and Slone Partners. Previous Board positions include Hycor Biomedical, Targeted Diagnostics and Therapeutics and ViraCor IBT Laboratories. He earned a BA in Chemistry from Case Western Reserve University and a Ph.D. in Pharmacology/Toxicology from the Medical College of Virginia.

Dr. Aggarwal brings extensive leadership in clinical diagnostic services as well as institutional and individual investment experience.

Thomas W. Burnell, Class I Directors, Term ExpiringIII Director. Effective December 1, 2020, Mr. Burnell was named President, Chief Executive Officer and a director of the Company. From October 15, 2019 until November 30, 2020, he served as President and Chief Executive Officer of Cardiovascular Clinic of Nebraska LLC, a medical treatment facility focused on diagnosis and treatment of cardiac and vascular disorders, and from October 2, 2017 until November 29, 2017 he served as Chief Executive Officer and a director of True Nature Holding, Inc., a public company now known as Mitesco, Inc. that focuses on development and acquisition of innovative technologies. From July 16, 2016 until March 31, 2017, Mr. Burnell was the President of Boston Heart Diagnostics Corporation, a diagnostics subsidiary of Eurofins Scientific, Inc. (“Eurofins”). From January 2014 to December 2016, Mr. Burnell was an Operating Partner of Ampersand Capital Partners, a private equity firm and the manager of private equity funds that are a major stockholder of the Company, where he represented Ampersand’s investment in a dietary supplement manufacturer, Elite One Source Nutrisciences, Inc., as its President and Chief Executive Officer. From October 2014 until May 2016, Mr. Burnell served as Executive Chairman of Accuratus Lab Services, Inc., a provider of laboratory testing services, and from September 2012 until July 2014 he was President and Chief Executive Officer of Viracor-IBT Laboratories, Inc., a specialty testing laboratory with an emphasis on the transplant market, during which time it was majority-owned by Ampersand prior to its sale to Eurofins. Mr. Burnell performed the above-described services, except for his services to us, as the Co-Owner, General Partner, and Chief Executive Officer of Milestone Business Management, a consulting firm focused on strategic, financial, and organizational performance of food, pharmaceutical, and life science companies.

Stephen J. SullivanIn addition, from September 2005 until August 2010, Mr. Burnell served as President and Chief Executive Officer of Nebraska Heart Institute Heart Hospital, a hospital which was acquired during his tenure by Catholic Health Initiatives. From February 2001 until August 2005, he was President and Chief Executive Officer of Eurofins, a U.S. wholly owned subsidiary of Eurofins Scientific Group, a publicly held company (“Eurofins Group”). From September 2000 until June 2002, he was President and Chief Executive Officer of GenomicFX, Inc., a leader in livestock and aquaculture genomics. From June 1989 until July 2000, Mr. Burnell held various senior management positions at ContiGroup Companies, Inc., a global agriculture, food and nutrition company. Mr. Burnell holds a PhD in Nutrition from the University of Kentucky and a BS and MS in animal sciences and nutrition, respectively, from the University of Nebraska-Lincoln.

Mr. Burnell has extensive leadership experience in the healthcare, biotechnology, laboratory sciences and manufacturing sectors.

Edward Chan, Class II Director and 1315 Capital Designee. Edward Chan was designated as a director by 1315 Capital as a holder of the Company’s Series B Preferred Stock and thereby appointed Interim Chairman ofand elected to the Board effective January 1, 2016. Mr. Sullivan joined us as a director in September 200415, 2020 and has served as Chairman of various committees of the Board. In early 2010, Mr. Sullivan founded CRO Advisors LLC, a specialty consulting firm he continues to head. Previously, Mr. Sullivan was the president and chief executive officer and a member of the board of directors of Harlan Laboratories, Inc. (“Harlan”), a privately held global provider of preclinical research tools and services, from February 2006 through January 2010, when he retired from that position. Prior to joining Harlan in 2006, Mr. Sullivan was a senior vice president of Covance, Inc. (“Covance”) and the president of Covance Central Laboratories, Inc., a major division of Covance. Prior to joining Covance, Mr. Sullivan was chairman and chief executive officer of Xenometrix, Inc., a biotechnology company with proprietary gene expression technology. He assisted with the merger of Xenometrix with Discovery Partners International. Prior to Xenometrix, Mr. Sullivan was vice president and general manager of a global diagnostic sector of Abbott Laboratories. Since June 2013 and May 2013, Mr. Sullivan has been the chairman of the board of BioreclamationIVT, LLC, a privately owned bio-materials company, and a member of the board of directors of PHT Corporation, a privately owned leader in electronic patient recorded outcomes in clinical trials, respectively. Since April 2011, Mr. Sullivan has been chairman of the board of MI Bioresearch, Inc. (formerly known as Molecular Imaging, Inc.), a venture-backed drug discovery services company. Since May 2015, Mr. Sullivan has been chairman of the board of Microbiology Research Associates, a microbiology services company. In January 2016, Mr. Sullivan became chairman of the board of H2O Clinical, a specialty contract research organization, and in November 2015, Mr. Sullivan joined the board of Accel Clinical Research, a phase 1 contract research organization. Mr. Sullivan graduated from the University of Dayton, was a commissioned officer in the Marine Corps, and completed his M.B.A. in Marketing and Finance at Rutgers University.

Mr. Sullivan has held senior leadership positions in companies in the life sciences and healthcare services industries. His specific qualifications and skills in the areas of general operations, financial operations and administration, and mergers and acquisitions led the Board to conclude that Mr. Sullivan should serve as a director of the Company.

Heinrich Dreismann, Ph.D. was appointedsubsequently named to the Board in August 2014 and has subsequently served on various committees of the Board. Effective January 1, 2016, Dr. Dreismann was appointed Chairman of theBoard’s Compensation & Management Development Committee (the “Compensation Committee”“Compensation Committee”).  Dr. Dreismann, Nominating Committee, and Regulatory Compliance Committee. Since October 2016, Mr. Chan has served as an employee of 1315 Capital Management, LLC, a Philadelphia-based firm that provides expansion and growth capital to healthcare companies and is affiliated with 1315 Capital. Mr. Chan has over 14 years of experience in healthcare investing. From 2012 to 2016, Mr. Chan was a vice president at NaviMed Capital Advisors, LLC, a lower middle-market healthcare investment firm and an associate at Siemens Venture Capital, the Interim CEO for GeneNews Limited,investment arm of Siemens. Mr. Chan started his career developing and commercializing a molecular diagnostic testproduct at a venture backed company and personalized health management company, from 2009 to June 2013, at which time he retired.  From 2006 to 2009, Dr. Dreismann served as the CEOhas been involved in several diagnostics and biopharma services investments including China Diagnostics Medical Corporation (acquired by Actis Capital), BioImagene, Inc. (acquired by Roche Holding AG), RadPharm, Inc. (acquired by JLL Partners), Cylex, Inc. (acquired by Viracor-IBT Laboratories, Inc.), Sequenom, Inc. (acquired by Laboratory Corporation of Vectrant Technologies,America Holdings) and Genoptix, Inc., a diagnostics company.  Prior to that, Dr. Dreismann held several senior positions at the Roche Group from 1985 to 2006, including President and CEO of Roche Molecular Systems, Head of Global Business Development for Roche Diagnostics and Member of Roche’s Global Diagnostic Executive Committee.  Dr. Dreismann (acquired by NeoGenomics, Inc.). He currently serves on the board of directorsthe private company Homestead Smart Health Plans LLC and the board of Integration Health Holdings, LLC. Mr. Chan received a BSc in Biomedical Engineering from Johns Hopkins University and an M.B.A. from the following public companies: GeneNews (TSX: GEN) (2006 to present), Ignyta, Inc. (NASDAQ: RXDX) (October 2013 to present), and Myriad Genetics (NASDAQ: MYGN) (June 2010 to present).  Dr. Dreismann previously served on the boards of directors of the following public companies: Med BioGene Inc. (TSX: MBI) (2008 to May 2014) and Shrink Nanotechnologies, Inc. (OTC: INKN) (2009 to November 2011).  He currently serves on the boards of directors of the following private companies: Adarza BioSystems, Inc. (April 2011 to present), Dynex Technologies (2007 to present), Singulex, Inc. (2007 to present), and Stratos Genomics (March 2010 to present), GestVision, Inc. (2015 to present), Novellus Biopharma AG (2015 to present), Ixcela, Inc. (2015 to present), Nucleix Ltd. (2015 to present), and BioCision, LLC (2015 to present). Dr. Dreismann has also previously served on the boards of directors for several other privately held companies.  Dr. Dreismann received his Ph.D., summa cum laude, in microbiology/molecular biology and his master’s degree in biology fromWharton School at the University of Münster,Pennsylvania.

Mr. Chan’s designation as director brings to the Board experience in expanding healthcare companies and completedbiomedical engineering and business backgrounds.

Robert Gorman, Class II Director and Ampersand Designee. Robert Gorman was initially designated as director on October 17, 2019 by Ampersand as holder of the Company’s Series A Convertible Preferred Stock, which is no longer outstanding, and thereby appointed and elected to the Board and was re-designated as director by Ampersand as holder of Series B Preferred Stock and thereby re-appointed and re-elected to the Board effective January 15, 2020. On January 22, 2020, the Company named Mr. Gorman to the Compensation Committee and the Regulatory Compliance Committees. On April 16, 2020, Mr. Gorman resigned as a postdoctoral fellowship at the Saclay Nuclear Research Centre.  Dr. Dreismann is a current member of the EuropeanCompensation Committee and was appointed as Chairman of the Board. Mr. Gorman’s experience includes over 30 years in healthcare leadership positions. The majority of his career has been in the laboratory services industry with both public and private companies. After leaving public accounting, he served as Operations Controller for Home Medical Systems, Inc., a company focused on the roll-up of the durable medical equipment business in the United States and sold to Beverly Enterprises. He joined Central Diagnostic Manufacturers Association,Laboratory, the American Societylargest independent laboratory at the time, as East Coast Controller, which was acquired by Corning Clinical Laboratory (now known as Quest Diagnostics Incorporated). He spent over 20 years at Quest Diagnostics Incorporated. While at Quest Diagnostics Incorporated, he held various leadership roles including responsibility for Microbiology,the New York and New York AcademyEngland laboratories and the East Region, and he ultimately became the Vice President of Sciences. U.S. operations. After retiring from Quest Diagnostics Incorporated, Mr. Gorman along with WaterStreet Healthcare Partners acquired Converge Diagnostic Services LLC in 2009, where he served as Chief Executive Officer. He helped transform Converge Diagnostic Services LLC into a full-service regional laboratory services company servicing the New England market. After approximately four and a half years, Converge Diagnostics Services LLC was acquired by Quest Diagnostics Incorporated. Mr. Gorman served as Senior Vice President of U.S. Clinical Diagnostics for Eurofins Scientific Group, an international laboratory company (OTC: ERFSF) (“Eurofins”), with responsibility for clinical diagnostic businesses in the U.S from January 2017 to July 2018. Since July 2018, Mr. Gorman serves as a consultant for MLC, LLC, for which he is also the managing partner. Mr. Gorman has served on several for profit and not for profit boards, including for Eurofins’s subsidiary Boston Heart Diagnostics Corporation from January 2017 to July 2018. Mr. Gorman earned his B.S. in Accounting from Villanova University.

Dr. Dreismann provides the Board with important business and managerial expertise from his more than 20 years at Roche, including specific expertise in developing and commercially launching diagnostic products. Dr. Dreismann’s scientific background and expertise also enable him to provide the Board with technical advice on product research and development. His diversified background of managing and serving as a director of several companiesMr. Gorman brings leadership in the health carelaboratory services industry ledin public and private companies, including clinical diagnostic businesses, to the Board to conclude that Dr. Dreismann should serve as a director of the Company.Board.

IncumbentJoseph Keegan, Class II Directors, Term Expiring 2018III Director

Harry Glorikian. Joseph Keegan, Ph.D. was appointed to the Board effective January 1, 2016 and was subsequently appointed Chairman of our NominatingAudit Committee and Corporate Governance Committee (the “Nominating Committee”). Since October 2014, Mr. Glorikian has served as an Entrepreneur In Residence to GE Ventures, the venture capital subsidiary of General Electric, and is also on the board of GeneNews Ltd., a molecular diagnostics company. He also serves on the advisory board of Nucelis, a gene-editing industrial biotech company, Evidation Health, a digital health startup launched with support from GE Ventures, and several other companies. He is also a co-founder and an advisory board member of DrawBridge Health, a diagnostics startup launched with support from GE Ventures.  Previously, Mr. Glorikian co-founded and held the position of managing director and head of consulting services for Scientia Advisors, a company that provided strategic advice and implementation services for healthcare and life science companies. Mr. Glorikian worked at Scientia Advisors from June 2004 until it was acquired by Precision for Medicine in November of 2012. Among his other professional roles, Mr. Glorikian served as senior manager for global business development at PE Applied Biosystems, a life sciences company, from 1997 to 2004, founded X-Cell Laboratories, a medical diagnostics company, in 1993, managed global sales at Signet Laboratories, a medical diagnostics company, from 1994 to 1997 and held various roles at BioGenex Laboratories, a medical diagnostics company, from 1990 to 1993. Mr. Glorikian holds an MBA from Boston University and a bachelor's degree from San Francisco State University.

Mr. Glorikian has held senior leadership positions in companies in the life sciences and healthcare services industries. His specific qualifications and skills in the areas of molecular diagnostics and biotechnology led the Board to conclude that Mr. Glorikian should serve as a director of the Company.

Kapila Ratnam, Ph.D. was appointed to the Board effective October 30, 2015. Dr. Ratnam is a partner at NewSpring Capital, a private equity firm. Dr. Ratnam joined NewSpring Capital in 2007 and became a partner in 2015 and focuses on investments in technology enabled services, niche clinical providers, and specialty pharmaceutical investments.  She has over 15 years of experience in drug discovery and development, as well as enabling biotechnologies.  Dr. Ratnam’s is also a member of the board of directors of Paragon Bioservices Inc., a contract development and manufacturing organization. Prior to joining NewSpring Capital, Dr. Ratnam worked at GlaxoSmithKline Pharmaceuticals, a global pharmaceutical company, and PSI International, Inc., a technology and health sciences company. She has a Ph.D. from the Ohio State University and completed her postdoctoral training at the University of Pennsylvania.  Dr. Ratnam also has an MBA from Columbia University.

Dr. Ratnam’s specific qualifications and skills in the areas of drug discovery and development and experience in investments in clinical providers and specialty pharmaceutical companies led the Board to conclude that Dr. Ratnam should serve as a director of the Company.

Incumbent Class III Directors, Term Expiring 2017

Joseph Keegan, Ph.D. was appointed to the Board effective January 1, 2016 and was subsequently appointed Chairman of our AuditNominating Committee. Dr. Keegan has more than 30 years of experience in life science businesses. From 2007 to 2012, when it was sold to Pall Corporation, Dr. Keegan was CEOchief executive officer at ForteBio, Inc., a life science tool company, where he helped to lead a financing round and established product development and sales strategies for that company. From 1998 to 2007, Dr. Keegan was CEOchief executive officer at Molecular Devices Corporation (NASDAQ: MDCC), a provider of bioanalytical measurement systems, software and consumables, where Dr. Keegan helped to grow the company both internally and through acquisitions. From 1992 to 1998, Dr. Keegan worked at Becton Dickinson and Company, a medical technology company that manufactures and sells medical devices and instrument systems, where he served as President of Worldwide Tissue Culture and Vice President, General Manager of Worldwide Flow Cytometry. From 1988 to 1992, Dr. Keegan was Vice President of the Microscopy and Scientific Instruments Division of Leica, Inc., a life science tool and semiconductor equipment provider. He currently serves on the boards of directors as the chairman of Advanced Cell Diagnostics, Courtagen Life Sciences, Labcyte Corporationthe board for the following privately held companies: Halo Labs (formerly known as chairman, Optofluidics, Inc.), Response Biomedical Corporation (RBM:Toronto), Stereotaxis, Inc. (NASDAQ: STXS), Unchained Labs, Inc.,Carterra (formerly known as Wasatch Microfluidics, Inc.), and Fluidic Analytics and currently serves on the San Francisco Opera.board of directors of Nuclera Nucleics. In April 2017, he joined the board of ArrayJet Ltd., a privately held Scottish company and is currently chairman of the board. During 2022, Dr. Keegan joined the board of Hayward, CA based Biolog, Inc. Dr. Keegan is a member of the board of directors of Bio-Techne Corporation (NASDAQ: TECH), a publicly held biotech company. Dr. Keegan holds a B.A. in Chemistry from Boston University and a Ph.D. in Physical Chemistry from Stanford University.

Dr. Keegan’s specific qualifications and skills in the areas of life science businesses, product development and sales strategies led the Board to conclude that Dr. Keegan should serve as a director.

Fortunato Ron Rocca, Class II Director and 1315 Capital Designee. Ron Rocca was elected to the Board as a Class II director on January 22, 2020 following his designation by 1315 Capital as a holder of Series B Preferred Stock. Mr. Rocca was concurrently appointed to the Audit and Compensation Committees. Since December 2011, Mr. Rocca has served as President, Chief Executive Officer and Director of Exagen Inc. (NASDAQ: XGN), a company dedicated to transforming the care continuum for patients suffering from debilitating and chronic autoimmune diseases. From 2005 to October 2011, Mr. Rocca served as Vice President, Sales and Marketing, and as General Manager at Prometheus, a specialty pharmaceutical and diagnostic company which was acquired by Nestlé SA in 2011, where he was responsible for leading the commercial organization, strategic planning and implementation of projects designed to maximize brand sales. Prior to joining Prometheus, Mr. Rocca served as the General Manager of Alpharma Inc., a specialty pharmaceutical company. Earlier in his career, Mr. Rocca served in senior sales and marketing management positions for Elan Pharmaceuticals, Inc., a neuroscience-focused biotechnology company and Janssen Pharmaceuticals, Inc., a pharmaceutical subsidiary of Johnson & Johnson. Mr. Rocca received a B.S. in Marketing and Personnel Management from Towson State University. Mr. Rocca’s extensive knowledge of our business, as well as his over 25 years of experience in the diagnostic and pharmaceutical industries, contributed to our board of directors’ conclusion that he should serve as a director of our Company.

Mr. Rocca brings to the Company.Board extensive experience as an officer at public companies developing healthcare tests.

Jack E. Stoverwas appointed as Interim PresidentStephen J. Sullivan, Class I Director. Stephen J. Sullivan is currently a director and Chief Executive Officer of the Company effective December 22, 2015. Mr. Stover has been a member of the Board since 2005 and previously served as Chairman of the Audit CommitteeBoard from June 21, 2016 until April 16, 2020. Mr. Sullivan served as Interim Chairman of the Board from 2005January 1, 2016 to December 22, 2015.June 20, 2016. Mr. StoverSullivan joined Interpace as a director in September 2004 and has been chief executive officer of Zebec Therapeutics LLC (the successor to Quadrant Pharmaceuticals LLC), a privately held specialty pharmaceutical company, since April 2014.  From 2009 to February 2012, Mr. Stover served as Chairman of various committees of the executive chairmanBoard. Mr. Sullivan currently serves as Chairman of Targeted Nano Therapeutics LLC, a privately held biotechnology company focused on targeted delivery of peptidesthe Compensation Committee and proteins.  Mr. Stover is a member of the BoardAudit and Chairman ofNominating Committees. In early 2010, Mr. Sullivan founded CRO Advisors LLC, a specialty consulting firm he continues to head. Previously, Mr. Sullivan was the Audit Committee of Onconova Therapeutics Inc., a NASDAQ-listed small molecule clinical development company. Mr. Stover has also been a member of the board of Cernostics, Inc., a private molecular diagnostic company, since March of 2015. Mr. Stover was also chairman of the audit committeepresident and chief executive officer and a member of the board of directors of Arbios SystemsHarlan Laboratories, Inc. (NASDAQ: ABOS)(“Harlan”) (acquired by Huntingdon Life Sciences Inc.), a privately held global provider of preclinical research tools and services, from 2005February 2006 through January 2010, when he retired from that position. Prior to 2008joining Harlan in 2006, Mr. Sullivan was a senior vice president of Covance, Inc. (“Covance”) and the president of Covance Central Laboratories, Inc., a major division of Covance. Prior to joining Covance, Mr. Sullivan was chairman and chief executive officer of Xenometrix, Inc. (“Xenometrix”), a biotechnology company with proprietary gene expression technology. He assisted with the merger of Xenometrix with Discovery Partners International. Prior to Xenometrix, Mr. Sullivan was vice president and general manager of a global diagnostic sector of Abbott Laboratories.

Mr. Sullivan has extensive experience as a director. In 2019, Mr. Sullivan became a director of The Emmes Company, LLC, a clinical research collaborator within the contract research organization industry. In July of 2022, The Emmes Company LLC was sold to New Mountain Capital, at which time Mr. Sullivan resigned from the board. Since April 2018, Mr. Sullivan has been a member of the board of Transnetyx, Inc., a privately held genotyping company. Since May 2015, Mr. Sullivan has been chairman of the board of Analytical Lab Group (formerly known as Microbiology Research Associates), a privately held microbiology services company. In May of 2020, Analytical Lab group was sold to Element, a UK company, at which time Mr. resigned as Chairman and left the board. From April 2011 through March 2019, Mr. Sullivan was chairman of the board of MI Bioresearch, Inc. (formerly known as Molecular Imaging, Inc.), a privately held venture-backed drug discovery services company. In February of 2020, MI Bioresearch was sold to LabCorp, at which time Mr. Sullivan resigned as Chairman and left the board. In January 2016, Mr. Sullivan became chairman of the board of H2O Clinical (acquired by Pharma Start LLC). In July 2016, Mr. Sullivan became chairman of the board of PharmaStart, LLC. As of June 2017, both H20 Clinical and PharmaStart are doing business as Firma Clinical Research, a privately held specialty contract research organization. As of July 2018, Firma Clinical Research has been sold and Mr. Sullivan is no longer a member of its board. From November 2015 until August 2017, Mr. Sullivan was a member of the board of Accel Clinical Research, a phase 1 contract research organization. From June 2013 through January 2016, when the company was sold, Mr. Sullivan was the chairman of the board of BioreclamationIVT, LLC, a privately-owned bio-materials company. From May 2013 through March 2015, when the company was sold, Mr. Sullivan was a member of the board of directors of Influmedix,PHT Corporation (acquired by eResearchTechnology, Inc. a private vaccine company from 2010 to 2011.  From 2004 to 2008, he served as chief executive officer, president and director of Antares Pharma Inc.), a publicly held specialty pharmaceutical and medical device company listed at the time on the American Stock Exchange.  Prior to that, Mr. Stover was executive vice president and chief financial officer of Sicor, Inc., a publicly held company which manufactured and marketed injectable pharmaceutical products, and which was acquired by Teva Pharmaceutical Industries.  Prior to that, Mr. Stover was executive vice president and director of a private proprietary women’s pharmaceutical company, Gynetics, Inc., and before that he was senior vice president and director of B. Braun Medical, Inc., a privately held global medical device and pharmaceutical company.  From 1975 to 1995, Mr. Stover was employed by PricewaterhouseCoopers LLC (then Coopers and Lybrand), and was a partner from 1985, workingprivately-owned leader in the bioscience industry.  Mr. Stover received his B.A.electronic patient recorded outcomes in Accounting from Lehigh University and is a Certified Public Accountant.clinical trials.

Mr. StoverSullivan graduated from the University of Dayton, was a commissioned officer in the Marine Corps, and completed his M.B.A. in Marketing and Finance at Rutgers University. Mr. Sullivan is currently an adjunct Professor of Management at Georgetown University.

Mr. Sullivan has held several senior leadership positions in companies in the life sciences and medical device industry. In addition, hishealthcare services industries. His specific experiencequalifications and skills in the areas of general operations, financial operations and administration, of life sciences and device companiesmergers and acquisitions led the Board to conclude that Mr. StoverSullivan should serve as a director of the Company.

There are no arrangements or understandings between any of our directors and any other persons pursuant to which such person was selected as a director. In addition, no director is related to any of our other directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer that would require disclosure pursuant to Item 401(d) of Regulation S-K.

Annual Cash IncentivesVesting

The annual cash incentive program provides our executive officers with an opportunity to receive a cash award atCompensation Committee determines the discretionvesting conditions for awards. A time-based condition requires that the participant be employed or otherwise in the service of the Compensation Committee (and the full Board as to the Chief Executive Officer). Annual cash incentive targets and performance metrics are usually determined by the Compensation Committee (and the full Board, as to the Chief Executive Officer) during the first quarterCompany or its affiliates for a certain amount of each fiscal year. Historically such determination has been based on information provided by the Compensation Committee’s compensation consultant with respect to competitive market data.

The amounts awarded to each named executive officer for 2015 performance under Interpace’s 2015 annual cash incentive program were subjectively determined by the Compensation Committee (and the full Boardtime in the case of our Chief Executive Officer) based on the Compensation Committee’s (or in the case of our Chief Executive Officer, the full Board’s) determination of corporate and personal objectives. However, due to the Company’s implementation of a broad-based program to reduce costs designed to improve cash flows and profitability while completing the transition to a standalone molecular diagnostics business, the Board resolved to cancel Interpace’s 2015 annual cash incentive program (for all employees, including its named executive officers). Accordingly, no named executive officer received any non-commission based bonus in 2015.

Before the Company discontinued its commission plans, Mr. Melillo received commissions of $99,311 with respect to sales made in the first two calendar quarters of 2015. Pursuant to the applicable National Sales Directors and Account Executives Commission Plans, in which Mr. Melillo participated, he received these commissions based on pharmaceutical detailing of productsorder for the Commercial Services business, which was soldaward to vest. A performance-based condition requires that certain performance criteria be achieved in December 2015.

In connection with Mr. Stover’s appointment as Interim Chief Executive Officer,order for the Board approved a target annual cash bonus of 50% of his annual base salary based principally upon meeting specific financial goals and objectives as recommended by the Compensation Committee and approved by the Board in its sole discretion. 

Sign-on bonuses may be granted from timeaward to time at the discretion of our Compensation Committee in connection with new hires at the executive officer level. There were no cash sign-on bonuses for any named executive officer in 2015.vest.

Long-Term Equity IncentivesTypes of Awards

Our executives are also eligible to participate in a long-term equity incentive program each year, which is administered under ourThe Amended and Restated 2004 Stock Award and Incentive Plan. The long-term equity incentive component of our compensation program is used to promote alignment with stockholders and to balancePlan provides for the short-term focusgrant of the annualfollowing equity-based and cash-based incentive awards to participants: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) RSUs, and (v) cash awards.

Stock Options. An option entitles the holder to purchase from us a stated number of shares of common stock. An incentive component by linking a substantial partstock option (“ISO”) may only be granted to an employee of compensation to our long-term stockholder returns.the Company or its eligible affiliates. The Compensation Committee believeswill specify the number of shares of common stock subject to each option, the vesting conditions, and the exercise price for such option; provided that long-term stock-based compensation enhancesthe exercise price may not be less than the fair market value of a share of common stock on the date the option is granted. Notwithstanding the foregoing, if ISOs are granted to a beneficial owner of greater than 10% our ability to attract and retain high quality talent and providesshares (“10% Stockholder”), the motivation to improve our long-term financial performance and increase stockholder value.exercise price shall not be less than 110% of the fair market value of common stock on the date the option is granted.

In 2015, Ms. Lurker and Messrs. Melillo and Miao received annual equity grantsGenerally, options may be exercised in whole or in part through a cash payment. The Compensation Committee may, in its sole discretion, permit payment of RSUs, which vest, subject generally to the officer’s continued service,exercise price of an option in the form of previously acquired shares based on the third anniversaryfair market value of the grant date. These equity awards would also vest upon an earlier terminationshares on the date the option is exercised or through means of “net settlement,” which involves the cancellation of a portion of the named executive officeroption to cover the cost of exercising the balance of the option.

All options shall be exercisable in accordance with the terms of the applicable award agreement. The maximum term of an option shall be determined by the Compensation Committee on the date of grant but shall not exceed ten (10) years (five (5) years in the case of ISOs granted to any 10% Stockholder). In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common stock with respect to which such ISOs become exercisable for the first time during any calendar year cannot exceed $100,000. ISOs granted in excess of this limitation will be treated as non-qualified stock options.

Stock Appreciation Rights. A stock appreciation right represents the right to receive, upon exercise, any appreciation in a share of common stock over a particular time period. The base price of a stock appreciation right shall not be less than the fair market value of a share of common stock on the date the stock appreciation right is granted. This award is intended to mirror the benefit the participant would have received if the Compensation Committee had granted the participant an option. The maximum term of a stock appreciation right shall be determined by the Compensation Committee on the date of grant but shall not exceed ten (10) years. Distributions with respect to stock appreciation rights may be made in cash, shares of common stock, or a combination of both, at the Compensation Committee’s discretion.

Termination of Employment Rights with Respect to Stock Options and Stock Appreciation Rights. Unless otherwise provided in an award agreement or determined by the Compensation Committee, if a participant terminates employment with the Company (or its affiliates) due to death or disability, or retirement (generally attainment of age 62 with at least 2 years of service). However, pursuantthe participant’s unexercised options and stock appreciation rights may be exercised, to the saleextent they were exercisable on the termination date, for a period of twelve (12) months from the termination date or until the expiration of the Commercial Services businessoriginal award term, whichever period is shorter. If the participant terminates employment with the Company (or its affiliates) for Cause (as defined in the Amended Plan), (i) all unexercised options and stock appreciation rights (whether vested or unvested) shall terminate and be forfeited on December 22, 2015,the termination date, and (ii) any shares in respect of exercised options or stock appreciation rights for which constitutedthe Company has not yet delivered share certificates will be forfeited and the Company will refund to the participant the option exercise price paid for those shares, if any. If the participant’s employment terminates for any other reason, any vested but unexercised options and stock appreciation rights may be exercised by the participant, to the extent exercisable at the time of termination, for a Change-in-Control under our Amendedperiod of ninety (90) days from the termination date (or such time as specified by the Compensation Committee at or after grant) or until the expiration of the original option or stock appreciation right term, whichever period is shorter. Unless otherwise provided by the Compensation Committee, any options and Restated 2004stock appreciation rights that are not exercisable at the time of termination of employment shall terminate and be forfeited on the termination date.

Restricted Stock Award. A restricted stock award is a grant of shares of common stock, which are subject to forfeiture restrictions during a restriction period. The Compensation Committee will determine the price, if any, to be paid by the participant for each share of common stock subject to a restricted stock award. If the specified vesting conditions (if any) are not attained, the participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and Incentive Plan,the underlying common stock will be forfeited to the Company. At the end of the restriction period, if the vesting conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the applicable number of shares. During the restriction period, a participant will have the right to vote the shares underlying the restricted stock. However, unless otherwise provided by the applicable award agreement or the Compensation Committee, a participant generally will not have the right to receive any cash distributions or dividends with respect to the restricted stock prior to the lapse of the restriction period. Unless otherwise provided in an award agreement or determined by the Compensation Committee, upon termination a participant will forfeit all RSU vesting was accelerated as ofrestricted stock that date.then remains subject to forfeiture restrictions.

On June 3, 2015, Mr. Stover received 34,091Restricted Stock Units. RSUs pursuantare granted in reference to our Non-Employee Director compensation policy due solelya specified number of shares of common stock and entitle the holder to his service asreceive, on the achievement of specified vesting conditions, an amount equal to the fair market value of one share of Common Stock (at the time of distribution) for each such share of common stock covered by the RSU, which will be settled in shares of common stock. Unless otherwise provided in an award agreement or determined by the Compensation Committee, upon termination a director,participant will forfeit all RSUs that then remain subject to his continued service withforfeiture.

Cash Awards. Cash awards may be granted to participants. The Compensation Committee will determine the Company. These RSUs were scheduledvesting conditions of each cash award. Unless otherwise specified by the Compensation Committee, a participant will only be eligible to vest over time; however, uponreceive payment of a cash award if he or she provided services to the saleCompany or an affiliated company through the last day of the applicable performance period.

We cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to participants under the Amended Plan because the awards are discretionary. Whether future awards will be made will depend on Compensation Committee action, and the value of any future equity awards will ultimately depend on the future price of our Commercial Services business on December 22, 2015,stock, among other factors, and will be subject to such vesting and other conditions as the vesting of these RSUs was accelerated and these RSUs vested in full on that date. Mr. Stover did not receive an equity grant upon his appointment as our Interim Chief Executive Officer in 2015, nor did he receive any equity awards in 2015 other than dueCompensation Committee determines from time to his service as a non-employee director. 

time.

Actions taken after the end of the Last Fiscal YearChange in Control

On February 3, 2016,In the Board,event of a Change in connectionControl (as defined in the Amended Plan), the Compensation Committee may, in its sole and absolute discretion and on a participant-by-participant basis: (i) cause any or all outstanding awards to become vested and immediately exercisable (as applicable), in whole or in part; (ii) cause any outstanding option or stock appreciation right to become fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that option or stock appreciation right upon closing of the Change in Control; (iii) cancel any unvested award or unvested portion thereof, with Mr. Stover’s appointment as our Interim Chief Executive Officer, approvedor without consideration; (iv) cancel any award in exchange for a one-time grant to Mr. Stover of 100,000 shares ofsubstitute award; (v) redeem any restricted stock or RSU for cash and/or other substitute consideration with value equal to the fair market value of an unrestricted share on the date of the Change in Control; (vi) cancel any outstanding option or stock appreciation right with respect to all common stock for which 33,333the award remains unexercised in exchange for a cash payment equal to the excess (if any) of the fair market value of the common stock subject to the option or stock appreciation right over the exercise or base price of the option or stock appreciation right (and if the fair market value does not exceed the exercise or base price of the award, cancel the award without payment of any consideration); (vii) take such other action as the Compensation Committee shall determine to be reasonable under the circumstances; and/or (viii) in the case of any award subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such award shall vest on December 22, 2016, 33,333 shall vest on December 22, 2017 and 33,334 shall vest on December 22, 2018, subject generally to his continued servicebe distributed only in accordance with the Company.terms of the applicable award agreement and the Compensation Committee shall only be permitted to use discretion to the extent that such discretion would be permitted under Section 409A of the Code.

PerquisitesRepricing

As a matter of practice, we provide only limited perquisites to our executive officers that are not generally provided to all employees. Executives are eligible forNeither the standard benefits and programs generally available to allBoard nor the Compensation Committee may, without obtaining prior approval of our employees. Thestockholders: (i) implement any cancellation/re-grant program pursuant to which outstanding options or stock appreciation rights under the Amended Plan are cancelled and new options or stock appreciation rights are granted in replacement with a lower exercise or base price per share; (ii) cancel outstanding options or stock appreciation rights under the Amended Plan with an exercise or base price per share in excess of the then current fair market value per share for consideration payable in our equity securities; or (iii) otherwise directly reduce the exercise or base price in effect for outstanding options or stock appreciation rights under the Amended Plan.

Federal Tax Consequences

Under the Code as currently in effect, a grant under the 2019 Equity Incentive Plan of options, stock appreciation rights, restricted stock, or RSUs would have no federal income tax consequence at the time of grant. All amounts taxable as ordinary income to participants under the 2019 Equity Incentive Plan in respect of awards are expected to be deductible by the Company as compensation at the same time the participant recognizes the ordinary income, subject to certain caps on the deductibility of executive compensation imposed by Section 162(m) of the Code.

Options and Stock Appreciation Rights. Upon exercise of a nonqualified stock option, the excess of the fair market value of special perquisites,the stock at the date of exercise over the exercise price is taxable to a participant as well as additional benefits that are available generally to allordinary income. Similarly, upon exercise of our employees, that were provided to each named executive officer in 2015 are set forth in footnote 3a stock appreciation right, the value of the shares or cash received is taxable to the Summary Compensation Table.

Deferred Compensation Planparticipant as ordinary income. Upon exercise of an ISO that a participant has held for at least two (2) years after the date of grant and at least one (1) year after the date of exercise, the participant will not have taxable income, except that the alternative minimum tax may apply. When there is a disposition of the shares subject to the ISO, the difference, if any, between the sale price of the shares and the exercise price of the option, is treated as long-term capital gain or loss. If the participant does not satisfy these holding period requirements, a “disqualifying disposition” occurs and the participant will recognize ordinary income in the year of the disposition in an amount equal to the excess of the fair market value of the shares at the time the option was exercised over the exercise price of the option. Any gain realized in excess of the fair market value at the time of exercise will be short or long-term capital gain, depending on whether the shares were sold more than one (1) year after the option was exercised.

The Company had sponsoredRestricted Stock. Unless the Executive Deferred Compensation Plan, which allowed our executives and directorsparticipant elects to elect to defer receipt of cash compensation. However, pursuant to the sale of the Commercial Services business on December 22, 2015, which constituted a Change-in-Control under the Executive Deferred Compensation Plan, such plan was terminated and all participants received distributions of their respective accounts. None of the Company’s named executive officers or directors participated in this planrecognize its value as income at the time of the Change-in-Control; accordingly, no such individual received any distribution atgrant, restricted stock is taxable to the timeparticipant as ordinary income when it becomes vested.

Restricted Stock Units. When shares of common stock with respect to RSU awards are delivered to the participant, the value of the Change-in-Control. Asshares is taxable to the participant as ordinary income.

The preceding discussion does not constitute tax advice, is based on U.S. federal tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. federal income tax aspects of the 2019 Equity Incentive Plan. A participant may also be subject to state, local and foreign taxes in connection with the grant of awards under the 2019 Equity Incentive Plan. We strongly encourage participants to consult with their individual tax advisors to determine the applicability of the tax rules to the awards granted to them in their personal circumstances.

Miscellaneous

Generally, awards granted under the Amended Plan shall be nontransferable except by will or by the laws of descent and distribution. No participant shall have any rights as a stockholder with respect to shares covered by options or RSUs, unless and until such awards are settled in shares of common stock. No option shall be exercisable, no shares of common stock shall be issued, no certificates for shares of common stock shall be delivered and no payment shall be made under the 2019 Equity Incentive Plan except in compliance with all applicable laws. The awards will be subject to our stock ownership and clawback policies, as may be in effect from time to time.

New Plan Benefits

We cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to participants under the 2019 Equity Incentive Plan because awards are discretionary.

Equity Compensation Plan Information

The table below sets forth certain information with respect to all of our existing equity compensation plans as of December 31, 2015,2021, and does not reflect grants, awards, exercises, terminations or expirations since that date.