Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Dr. Clive Morris Retirement
On May 5, 2022, Dr. Clive D. Morris, NeoGenomics, Inc.'s (the "Company") current
President of Inivata, informed the Company of his intention to retire from his
role effective June 30, 2022. At this time, the terms of Mr. Morris's settlement
agreement with the Company have not been determined. The Company will file an
amendment to this Current Report on Form 8-K disclosing any such additional
information if and when it has been determined.
Vishal Sikri Appointment
On May 9, 2022, the Company announced that Vishal Sikri, age 46, was appointed
President and Chief Commercial Officer, Inivata Division, of the Company,
effective May 23, 2022 (the "Effective Date"). Prior to joining the Company,
from July 2021 to May 2022, Mr. Sikri served as President of Oncology for
Invitae Corp., a biotechnology company specializing in genetic diagnostics
testing, and from February 2021 to May 2022, he served as Senior Vice President
of Oncology Product Strategy and Management. Prior to Invitae, Mr. Sikri spent
four years with Biocartis, a commercial stage molecular diagnostics company,
serving as U.S. General Manager from April 2017 to February 2021. Mr. Sikri also
served as Vice President of Commercial Operations for Sysmex Inostics, a
biotechnology company specializing in blood-based cell-free tumor DNA oncology
testing services, from January 2007 to May 2010. Prior to Sysmex Inostics, Mr.
Sikri served as Senior Product Specialist for Abbott Laboratories, an American
multinational medical devices and health care company, from December 1999 to
October 2005, and as Product Manager for Abbott Laboratories from October 2005
to January 2007. Mr. Sikri received a B.S. from Beloit College, an M.S. from the
University of Wisconsin-Madison, and an M.B.A. from Loyola University of Chicago
- Graduate School of Business.
In connection with this new role, the Company and Mr. Sikri entered into a
standard executive officer Employment Agreement (the "Employment Agreement")
which provides that Mr. Sikri's base salary will be $510,000 per year, with
annual review and adjustment at the discretion of the Board of Directors of the
Company (the "Board") or the Culture and Compensation Committee of the Board
(the "Compensation Committee"), and an annual incentive bonus of 50% of annual
salary based on the achievement of the Company's corporate objectives and Mr.
Sikri's individual objectives, in each case, as established by the Board or the
Compensation Committee; provided, however, that subject to the foregoing, Mr.
Sikri's annual bonus for the Company's 2022 fiscal year will be $255,000. Mr.
Sikri will also receive a $500,000 sign-on bonus within 30 days following the
Effective Date. In addition, Mr. Sikri will be eligible for a new hire equity
grant valued at $1,055,000.
Mr. Sikri is eligible to participate in the benefit plans and programs generally
available to the Company's employees, except to the extent such plans are
duplicative of other benefits otherwise provided to executive officers. Mr.
Sikri will also be entitled to reimbursement of all reasonable business expenses
incurred or paid by him in the performance of his duties and responsibilities
for the Company, subject to any maximum annual limit and other restrictions set
by the Company from time to time and to such reasonable substantiation and
documentation as may be specified by the Company from time to time. If Mr. Sikri
is terminated without cause or if Mr. Sikri terminates his employment for good
reason, other than any such termination occurring during a change in control of
the Company, the Company agrees to provide to Mr. Sikri as severance: (i) an
amount equal to one times his base salary, (ii) an amount equal to one times his
target bonus, (iii) reimbursement of premiums to continue health care benefits
coverage under COBRA for the 12 months following the date of Mr. Sikri's
termination and (iv) accelerated vesting for time-based equity awards granted
under the Company's Amended and Restated Equity Incentive Plan that would have
vested within 12 months of the termination date.
The summary of the Employment Agreement set forth above does not purport to be a
complete statement of the terms of such document. The summary is qualified in
its entirety by reference to the full text of the Employment Agreement, a form
of which was filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the Securities and Exchange
Commission on February 25, 2022.
Mr. Sikri does not have any family relationships with any of the Company's other
officers or directors.
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Item 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.
99.1 Press Release of NeoGenomics, Inc. dated May 9, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source Glimpses
NEOGENOMICS, INC. 
