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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