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


George A. Cardoza Appointment
NeoGenomics, Inc. (the "Company") announces that George A. Cardoza, age 59, has
been appointed President and Chief Operating Officer, Lab Operations effective
July 5, 2021. Mr. Cardoza has served the Company since November 2009, serving as
Chief Financial Officer through March 2018 and as President, Pharma Services
Division since March 2018.
In connection with his new role, the Company and Mr. Cardoza entered into an
employment agreement which provides that Mr. Cardoza's base salary will be
$500,000 per year. Mr. Cardoza is also eligible to receive a performance based
bonus which is targeted at up to 60% of his base salary. This bonus is
contingent upon completion of specific metrics established by the Board or the
Compensation Committee for such fiscal year. In the event that Mr. Cardoza's
performance exceeds the thresholds for the target bonus, he may be eligible to
receive up to 200% of the target bonus.
Mr. Cardoza is entitled to participate in all medical and other benefits that
the Company has established for its employees and is eligible for up to 4 weeks
of paid time off per year. If Mr. Cardoza is terminated without cause the
Company agrees to maintain his base salary for a period of twelve months as
severance. In addition, Mr. Cardoza will be entitled to received his annual
target bonus for the fiscal year prorated based on the date of separation.
Upon appointment to this new role, Mr. Cardoza was awarded an equity award
valued at $1,000,000, which was comprised of 7,584 shares of restricted stock
subject to four year vesting, and an option to purchase 40,502 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 the grant date. The option has a seven year term, subject to continued
employment, and will vest ratably over the first four anniversary dates of the
grant date.
Mr. Cardoza does not have any family relationships with any of the Company's
other officers or directors.
Gina M. Wallar Appointment
The Company announces that Dr. Gina M. Wallar, age 46, has been appointed
President, Pharma Services Division effective July 5, 2021 to replace the
vacancy left by Mr. Cardoza's assumption of his new position. Dr. Wallar has
served the Company since December 2015 as Director, Pharma Services Division
through September 2016, Senior Vice President of Sales, Pharma Services Division
from September 2016 through May 2020 and as Senior Vice President of Sales,
Clinical Services Division since May 2020.
In connection with this new role, the Company and Dr. Wallar entered into an
employment agreement which provides that Dr. Wallar's base salary will be
$370,000 per year. Dr. Wallar is also eligible to receive a performance based
bonus which is targeted at up to 50% of her base salary. This bonus is
contingent upon completion of specific metrics established by the Board or the
Compensation Committee for such fiscal year. In the event that Dr. Wallar's
performance exceeds the thresholds for the target bonus, she may be eligible to
receive up to 200% of the target bonus.
Dr. Wallar is entitled to participate in all medical and other benefits that the
Company has established for its employees and is eligible for up to 4 weeks of
paid time off per year. If Dr. Wallar is terminated without cause the Company
agrees to maintain her base salary for a period of twelve months as severance.
In addition, Dr. Wallar will be entitled to received her annual target bonus for
the fiscal year prorated based on the date of separation.
Upon appointment to this new role, Dr. Wallar was awarded an equity award valued
at $250,000, which was comprised of 1,896 shares of restricted stock subject to
four year vesting, and an option to purchase 10,126 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 the
grant date. The option has a seven year term, subject to continued employment,
and will vest ratably over the first four anniversary dates of the grant date.
Dr. Wallar does not have any family relationships with any of the Company's
other officers or directors.

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