NEOGENOMICS INC: Change of Directors or Principal Officers (Form 8-K)

Item 5.02         Departure of Directors or Certain Officers; Election of Directors;
                  Appointment of Certain Officers; Compensatory Arrangements of Certain
                  Officers.


Chris Smith Appointment

On July 21, 2022, NeoGenomics, Inc. (the “Company”) announced that Chris Smith59 years old, was appointed Chief Executive Officer and member of the Board of Directors of the Company, with effect August 15, 2022 (the “Effective Date”). Mr. Smith will join NeoGenomics after being CEO of Orthoclinic diagnosis
from 2019 to May 2022. Before Ortho Clinic, Mr. Smith held key management positions at Cochlear Limited. Mr. Smith originally joined Cochlear as President of Cochlear Americas in 2004, and served as CEO from 2015 to 2018. Prior to joining Cochlear, Mr. Smith served as CEO-in-Residence of global private equity firm Warburg Pincus and as Global group President at Gyrus Group Plc. Prior to that, he held various leadership positions at Abbott, KCI,
Prism and Cardinal Health. Mr. Smith holds a Bachelor of Science degree from Texas A&M University.

As part of his appointment as Chief Executive Officer, the Company and Mr. Smith entered into an employment contract on July 20, 2022 (the “employment contract”), which provides that At Mr. Smith’s base salary will be $1,000,000 per year, subject to adjustment by the Board of Directors of the Company (the “Board”) or the Culture and Remuneration Committee of the Board (the “Compensation Committee”) and a target annual incentive bonus of 100% of annual salary based on At Mr. Smith’s performance and/or the performance of the Company against the objectives established by the board or the remuneration committee. In addition, Mr. Smith will receive incentive bonuses with an aggregate target value of approximately $8,500,000with approximately half of the incentive grant in the form of restricted stock and the other half in the form of stock options. Mr. Smith will also be eligible for relocation allowances of up to $400,000 (plus any additional amounts approved by the Remuneration Committee).

Whether At Mr. Smith’s employment is terminated without cause or if Mr. Smith terminates his employment for cause (each, as defined in the employment contract), other than such termination occurring in connection with a change of control of the Company, subject to his execution of a release agreement in favor of the Company, the Company undertakes to provide Mr. Smith as compensation: (i) an amount equal to one time his base salary, (ii) an amount equal to one time his target bonus, (iii) if Mr. Smith timely elects to continue health plan coverage under COBRA, reimbursement of premiums to continue health care benefit coverage under COBRA for 12 months from the date of At Mr. Smith’s termination and (iv) accelerated vesting of time-based equity awards that would have vested within 12 months of the date of termination. Whether At Mr. Smith’s employment is terminated in these circumstances during the twenty-four month period following, or the three month period preceding, a change of control (as defined in the employment contract), in lieu of of the indemnity described above, subject to its execution of a release agreement in favor of the Company, the Company agrees to provide to Mr. Smith as compensation: (i) an amount equal to three times his base salary, (ii) an amount equal to one time his target bonus, (iii) if Mr. Smith timely elects to continue health plan coverage under COBRA, reimbursement of premiums to continue health care benefit coverage under COBRA for 12 months from the date of At Mr. Smith’s the termination and (iv) accelerated vesting of all time-based stock awards.

The foregoing is not a complete description of the employment contract and is qualified in its entirety by reference to the full text and terms of the employment contract, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Mr. Smith has no family ties with any other officer or director of the Company.

In connection with At Mr. Smith’s appointment, Lynn Tetrault, Esq. will step down as Interim Chief Executive Officer of the Company and resume the position of Independent Chairman of the Board effective August 15, 2022.

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