Alicia C. Olivo - Executive Vice President, General Counsel & Business Development | NEOGENOMICS (NEO) Executive Profile & Compensation

About Alicia C. Olivo

Executive Vice President, General Counsel & Business Development at NeoGenomics. Joined in September 2019 as Assistant General Counsel; served as Interim General Counsel in mid-April 2022; appointed General Counsel & Corporate Secretary in August 2022; role expanded to EVP, General Counsel & Business Development in January 2024. Education: BS (University of Florida) and JD (Marquette University School of Law). The company links executive pay to Revenue and Adjusted EBITDA for annual incentives, and uses TSR and multi-year Revenue goals in performance stock units; Alicia’s 2024 bonus reflected 118% Revenue performance and 200% Adjusted EBITDA performance with an individual modifier of 135% .

Past Roles

Organization	Role	Years	Strategic Impact
NeoGenomics	Assistant General Counsel → Interim General Counsel → General Counsel & Corporate Secretary → EVP, General Counsel & Business Development	2019–2024+	Progressive expansion of legal leadership; EVP role integrates Business Development
PricewaterhouseCoopers (PwC)	Director, Tax Practice	2017–2019	Senior tax leadership; corporate advisory experience
General Electric	Various roles of increasing scope and responsibility	2008–2017	Broad corporate legal and operational experience across GE

External Roles

Organization	Role	Years	Notes
University of Florida	BS	N/A	Degree credential
Marquette University School of Law	JD	N/A	Degree credential

Fixed Compensation

Metric	FY 2024	Notes
Base Salary ($)	$475,000	Amended effective Jan 1, 2024
Target Bonus (% of Salary)	60%	Management Incentive Plan (MIP)
Target Bonus ($)	$285,000	60% of $475,000
Actual Cash Incentive Award ($)	$431,775	Based on Revenue, Adjusted EBITDA, SCF, Individual performance

Performance Compensation

Annual Cash Incentive (MIP) – FY 2024

Metric	Weighting	Target ($)	Actual Performance (%)	Payout ($)
Revenue	40%	$114,000	118%	$134,520
Adjusted EBITDA	40%	$114,000	200%	$228,000
Strategic Critical Success Factors	10%	$28,500	108%	$30,780
Individual Performance Modifier	10%	$28,500	135%	$38,475
Total	100%	$285,000	—	$431,775

Long-Term Incentive (LTI) Grants – FY 2024

Grant Type	Grant Date	Quantity	Exercise Price	Grant-Date Fair Value ($)	Vesting	Performance Conditions
Stock Options	2/23/2024	42,344	$16.45	$415,255	Ratably over 3 years, starting 1 year after grant	N/A
Restricted Stock Awards (RSAs)	2/23/2024	25,329	N/A	$417,422	Ratably over 3 years, starting 1 year after grant	N/A
Performance Stock Units (PSUs) – TSR Tranche	2/23/2024	12,665	N/A	Part of $417,438 total PSUs	Service through 3-year period; TSR measured on 1st, 2nd, 3rd anniversaries; vests at end of 3-year service if target met	TSR performance target
Performance Stock Units (PSUs) – Revenue Tranche	2/23/2024	12,665	N/A	Part of $417,438 total PSUs	Vest at end of three-fiscal-year performance period (Jan 1, 2024–Dec 31, 2026) subject to service	Cumulative fiscal year Revenue goal

2025 LTI mix for executives: 50% premium-priced options (+10% premium) and 50% restricted stock, to enhance performance linkage (program-level disclosure) .

Equity Ownership & Alignment

Beneficial Ownership (as of March 24, 2025)

Holder	Shares Beneficially Owned	% of Class
Alicia C. Olivo	142,761	* (less than 1%)

Outstanding Equity Awards (as of Dec 31, 2024)

Grant Date	Options Exercisable (#)	Options Unexercisable (#)	Exercise Price ($)	Expiration	Unvested RS/RSUs (#)	Market Value of Unvested RS/RSUs ($)
9/30/2019	1,046	—	19.12	9/30/2026	—	—
5/01/2020	1,024	—	27.34	5/01/2027	—	—
5/01/2021	387	129	48.99	5/01/2028	26,428	(market value table noted)
8/01/2021	837	280	46.10	8/01/2028	55,906	(market value table noted)
5/01/2022	11,110	11,112	9.45	5/01/2029	5,292	$87,212 (at $16.48)
9/01/2022	27,666	27,666	10.05	9/01/2029	13,682	$225,479 (at $16.48)
5/11/2023	12,169	24,339	19.65	5/11/2030	13,006 (time-based)	$214,339 (at $16.48)
5/11/2023 (PSUs)	—	—	—	—	19,508 (PSUs)	$321,492 (at $16.48)
2/23/2024	—	42,344	16.45	2/23/2034	25,329 (time-based)	$417,422 (at $16.48)
2/23/2024 (PSUs)	—	—	—	—	12,665 (TSR PSUs)	$208,719 (at $16.48)
2/23/2024 (PSUs)	—	—	—	—	12,665 (Revenue PSUs)	$208,719 (at $16.48)

Ownership guidelines: Minimum stock holding requirements for executive officers; no hedging or pledging of NeoGenomics stock . Historical disclosure shows guidelines expressed as a multiple of salary (e.g., other NEOs at 1.0× in prior program) with a five-year compliance window .
Hedging/Pledging: Prohibited under insider trading policy and governance guidelines .

Employment Terms

Term	Detail
Employment Agreement	Entered Aug 10, 2022; amended effective Jan 1, 2024
Base Salary	$475,000 (post-amendment)
Target Bonus	60% of base salary
Sign-on/Initial Equity	Approx. $550,000 total at entry (2019/2022 agreement), split $275,000 restricted shares and $275,000 stock options; vests ratably over four years from grant, subject to service
Severance (without cause / good reason, outside CIC period)	Cash severance equal to 1× base salary ($475,000) + target bonus ($285,000) + up to 12 months COBRA reimbursement ($29,272 est.); accelerated vesting of time-based equity awards that would have vested over the next 12 months
Change-in-Control (double trigger; termination in 3 months before or 24 months after CIC)	Cash severance equal to 2× base salary ($950,000) + target bonus ($285,000) + up to 12 months COBRA reimbursement ($29,272 est.); accelerated vesting of all unvested equity awards
Accelerated Vesting – Termination (no CIC)	Unvested Options: 48,107; Estimated Option Benefit: $128,489; Unvested Restricted Stock: 24,514; Estimated RS Benefit: $403,991 (based on $16.48)
Accelerated Vesting – Change-in-Control	Unvested Options: 105,870; Estimated Option Benefit: $257,280; Unvested Restricted Stock: 70,055; Estimated RS Benefit: $1,154,506 (based on $16.48)
Clawback	Awards subject to clawback in event of financial restatement, to extent required by law/company policies

Equity plan governance: Double-trigger CIC vesting; no evergreen; clawback policy embedded in the 2023 Equity Incentive Plan .

Investment Implications

Pay-for-performance alignment: Alicia’s cash incentive tied to Revenue and Adjusted EBITDA delivered above-target outcomes in 2024 (Revenue 118%, EBITDA 200%), yielding $431,775 bonus; PSUs split equally between TSR and multi-year Revenue targets, strengthening linkage to shareholder outcomes and top-line execution .
Vesting/selling pressure: Time-based RS and options vest ratably over three years starting one year post-grant (e.g., 2024 grants begin vesting on first anniversary), creating predictable vesting events that can coincide with potential 10b5-1 sales plans; TSR PSUs have annual measurement on each anniversary, with vesting at the end of the 3-year service period, and Revenue PSUs vest at the end of the 2024–2026 performance window .
Alignment and risk controls: Beneficial ownership of 142,761 shares (<1%) alongside substantial unvested equity; governance prohibits hedging/pledging and enforces clawbacks; stock ownership guidelines require minimum holdings, enhancing alignment .
Retention economics: Outside CIC, severance equals 1× salary + target bonus with limited 12-month acceleration of time-based awards; under CIC double-trigger, severance increases to 2× salary + target bonus with full acceleration—balanced retention without single-trigger windfalls .
Option structure: Mix of legacy and recent grants across strike prices (e.g., $9.45, $10.05, $16.45, $19.65, $27.34), with expirations extending to 2034, maintaining multi-year incentives; market value references use $16.48 closing price at 12/31/2024 for estimating benefits in termination/CIC scenarios .

Overall: Compensation design emphasizes revenue growth, EBITDA discipline, and TSR, with robust governance (clawbacks, no hedging/pledging, double-trigger CIC). Predictable vesting cadence and PSU performance windows are key to monitoring potential selling pressure and alignment signals over 2025–2027 .