Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
NeoGenomics, Inc. (the "Company") announces that Cynthia J. (Cindy) Dieter, age
45, has been appointed Chief Accounting Officer and Controller to serve
effective June 22, 2020. Prior to joining NeoGenomics, from 2014 until the
present, Ms. Dieter served at Viasat, Inc. as Senior Director, Corporate
Accounting. She previously served at DJO Global, Inc. in various roles including
Vice President and Assistant Corporate Controller, Vice President and Vista
Controller, Director, Financial Reporting and Planning, and Manager, Financial
Reporting and Planning. Ms. Dieter also previously served as Manager of
Financial Reporting at Captiva Software and Audit Manager for Ernst and Young.
Ms. Dieter is a Certified Public Accountant and holds a Bachelor's of Science in
Business Administration, with a concentration in Accountancy, from California
Polytechnic State University.
NeoGenomics Laboratories Inc., a wholly-owned subsidiary of the Company and Ms.
Dieter entered into an offer letter agreement which provides that Ms. Dieter's
salary will be $275,000 per year. Beginning with the fiscal year ending December
31, 2020, Ms. Dieter will be eligible to receive an annual performance-based
bonus, which will be targeted at 35% of her base salary based on the achievement
of certain metrics set by the Chief Financial Officer or the Chief Executive
Officer of the Company and approved by the Company's Board of Directors. Ms.
Dieter is also entitled to participate in all medical and other benefits that
NeoGenomics Laboratories has established for its employees. Ms. Dieter will be
eligible for up to 16 days of paid time off per year.
In addition, Ms. Dieter was awarded an equity award valued at $52,000, which was
comprised of 605 shares of restricted stock subject to vesting, and an option to
purchase 3,968 shares of the Company's common stock at an exercise price
equivalent to the closing price per share at which such stock was quoted on the
NASDAQ Stock Market on the date prior to Ms. Dieter's start date. The option has
a seven (7) year term, subject to continued employment, and will vest ratably
over the first four anniversary dates of the grant date.
The Company and Ms. Dieter also entered into a Confidentiality, Non-Solicitation
and Non-Compete Agreement (the "Non-Compete Agreement"). In part, the
Non-Compete Agreement contains a non-solicitation and non-compete provision
which will be in effect for a two year period following the termination of Ms.
Dieter's employment relationship with the Company for any reason.
Ms. Dieter does not have any related party transactions or family relationships
with the Company or any of the Company's other officers or directors.
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