NEOGENOMICS INC (NEO)
Sector: Health Care
2026 Annual Meeting Analysis
NEOGENOMICS INC · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Tetrault has served on the board since June 2015, giving her full tenure overlap with NeoGenomics' severe 3-year stock underperformance of 45.1 percentage points below the company-disclosed peer group median, which far exceeds the 20-point threshold that triggers a vote against under our policy; the 5-year relative gap of 14.1pp does not exceed the 20pp threshold so the mitigant does not reduce this to a FOR.
Dr. Gunn joined the board in June 2023, which means he has served more than 24 months and his tenure covers the period of significant underperformance; NeoGenomics' stock has trailed the company's own peer group by 45.1 percentage points over three years, well above the 20-point policy trigger, and the 5-year relative gap does not exceed the threshold to reduce the vote to FOR.
Mr. Kanovsky has served on the board since July 2017, giving him full overlap with the company's 3-year underperformance of 45.1 percentage points below the peer group median, which triggers an against vote under our policy; the 5-year relative performance gap does not exceed the threshold needed to reduce this to a FOR.
Mr. Kelly joined the board in July 2020 and has served through the full 3-year underperformance period during which NeoGenomics trailed its peer group by 45.1 percentage points, exceeding the 20-point trigger; the 5-year relative gap does not exceed the threshold to downgrade this vote to FOR.
Mr. Perez joined the board in November 2022 and has served for more than 24 months with meaningful overlap over the 3-year underperformance period in which NeoGenomics trailed its peers by 45.1 percentage points; this exceeds the 20-point trigger threshold and the 5-year relative gap does not provide a mitigant.
Mr. Zook has served as a director since June 2023, more than 24 months, and the policy applies the same TSR trigger to executive directors as to all other directors; NeoGenomics has underperformed its company-disclosed peer group by 45.1 percentage points over three years, well above the 20-point threshold, and the 5-year relative gap does not trigger the mitigant; this against vote on his director seat is separate from and independent of the Say on Pay evaluation.
For Analysis
Dr. Green joined the board in June 2025, less than 24 months before this meeting, so she is exempt from the TSR underperformance trigger under our policy; she brings relevant oncology expertise from Merck and Seagen.
Mr. Kenny joined the board on January 1, 2026, well within the 24-month new-director exemption, so he cannot be held accountable for prior-period stock underperformance; he brings extensive diagnostics and laboratory services executive experience.
Ms. Williams joined the board in November 2024, less than 24 months before this meeting, placing her within the new-director exemption from the TSR underperformance trigger; she brings strong financial expertise relevant to her role on the Audit and Finance Committee.
Of the nine director nominees, six receive an AGAINST vote because NeoGenomics' stock has lost 54.5% over three years while the company-disclosed peer group median returned -9.4%, a gap of 45.1 percentage points that far exceeds the 20-point policy trigger for companies with negative absolute 3-year returns. The 5-year relative gap of 14.1 percentage points does not exceed the 20-point threshold, so no mitigant applies. Three directors — Dr. Green (joined June 2025), Mr. Kenny (joined January 2026), and Ms. Williams (joined November 2024) — are exempt because they joined within the last 24 months.
Say on Pay
✗ AGAINSTCEO
Tony Zook
Total Comp
$9,127,092
Prior Support
81.77%%
CEO Tony Zook received total compensation of $9,127,092 for 2025, including an $8,000,000 equity grant, which is a very large package for a company with a $1 billion market cap that has seen its stock fall 54.5% over three years and trail its own peer group by 45.1 percentage points — a significant pay-for-performance misalignment. While the company made positive structural changes including premium-priced stock options and enhanced stockholder engagement, the incentive pay is above benchmark for this market-cap tier and is not justified by the shareholder experience, where investors have suffered steep losses while peers on average declined far less. The prior year Say on Pay received 81.77% support (above the 70% threshold), so the prior-vote trigger does not apply, but the fundamental pay-for-performance misalignment — above-market incentive pay awarded during a period of severe underperformance — requires a vote against.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,980,716
Non-Audit Fees
$793,123
Deloitte & Touche LLP's non-audit fees for 2025 (audit-related fees of $739,528, tax fees of $40,455, and other fees of $14,140, totaling $793,123) represent approximately 40% of the core audit fee of $1,980,716, which is below the 50% threshold that would require a vote against under our policy; the auditor tenure is not disclosed in the filing, which is a minor negative note but per policy does not trigger an against vote in the absence of confirmed data; Deloitte is a Big 4 firm appropriate for a $1 billion market-cap company.
Overall Assessment
The 2026 NeoGenomics ballot presents significant governance concerns driven by severe multi-year stock underperformance: the company's shares have fallen 54.5% over three years while the company's own peer group declined only 9.4% on average, a 45.1 percentage point gap that triggers against votes for six of nine director nominees and, combined with above-market CEO pay of $9.1 million, supports a vote against Say on Pay; only the auditor ratification receives a FOR, as Deloitte's non-audit fee ratio remains below the 50% policy threshold.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing