Alison L. Hannah
NEOGENOMICSAbout Dr. Alison L. Hannah
Independent director (since June 2015) and Chair of the Compliance Committee; age 64. Oncology physician-executive with 30+ years in oncology drug development, including SVP/CMO at CytomX Therapeutics (2020–2022), prior roles at SUGEN and Quintiles, and more than 30 INDs and seven successful NDAs (e.g., talazoparib, enzalutamide, defibrotide, carfilzomib). Education: BA in biochemistry and immunology (Harvard); MD (University of St Andrews); memberships include ASCO, AACR, ASH, ESMO, SITC, and Fellow of the Royal Society of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CytomX Therapeutics | Senior Vice President & Chief Medical Officer | 2020–2022 | Led clinical development for oncology pipeline |
| SUGEN | Senior Medical Director | — | Worked on Sutent and other tyrosine kinase inhibitors |
| Quintiles (now IQVIA) | Senior Medical Director | — | Global CRO leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rigel Pharmaceuticals | Director | Since 2021 | Public company directorship; oncology focus |
Board Governance
- Independence: Classified and compensated as an independent director; committee charters affirm all members of Compliance and Innovation committees are independent under Nasdaq rules .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024 .
- Years of service: Director since June 2015 .
| Committee | Role | 2024 Meetings | Independence Statement |
|---|---|---|---|
| Compliance | Chair | 5 | “All committee members are independent directors” (Nasdaq) |
| Nominating & Corporate Governance | Member | 4 | Committee comprised of independent directors |
| Innovation, Pipeline & Technology | Member | 3 | “All committee members are independent directors” (Nasdaq) |
- Compliance Committee remit includes oversight of compliance program, investigations, Code of Conduct implementation, and mechanisms for reporting concerns . Broader governance map includes confirmation of zero conflicts for Board/NEOs within compliance oversight scope .
- No compensation committee interlocks disclosed .
Fixed Compensation (Independent Director; 2024 Program and Actuals)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (all independent directors) | 50,000 | Paid quarterly; pro-rated as applicable |
| Compliance Committee Chair fee | 10,000 | Annual cash; paid quarterly |
| Nominating & Corporate Governance Committee member fee | 5,000 | Annual cash; paid quarterly |
| Innovation, Pipeline & Technology Committee member fee | 5,000 | Annual cash; paid quarterly |
| Actual fees earned or paid in cash (2024) | 69,382 | Individual 2024 cash compensation |
Performance Compensation (Equity; 2024)
| Award Type | Grant Date | Quantity | Grant Date Fair Value (USD) | Vesting | Exercise Price | Notes |
|---|---|---|---|---|---|---|
| Restricted Stock | 2024-06-01 | 12,254 | 168,000 | Vest on 2025-06-01 | — | Common grant to all independent directors for 2024 service |
| Stock Options | 2024-06-01 | 8,672 | 72,000 | Vest on 2025-06-01 | Equal to prior-day close | Exercise price methodology per policy; options granted at FMV |
- Equity for directors in 2024 consisted of time-vested RS and options; no performance metrics disclosed for director equity awards .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Rigel Pharmaceuticals | Director | No related-party transactions requiring disclosure reported by NeoGenomics for the last fiscal year |
- Compensation Committee Interlocks: None disclosed .
Expertise & Qualifications
- Clinical development strategist with extensive oncology focus; filed 30+ INDs and seven NDAs; deep knowledge of clinical trials marketplace .
- Scientific/medical credentials (Harvard BA; St Andrews MD); professional society leadership and fellowships underscore domain expertise .
- Board brings structured competencies matrix; Hannah highlighted for medical/scientific and R&D capabilities aligned to NEO’s diagnostics strategy .
Equity Ownership (Alignment)
| Item | Detail |
|---|---|
| Beneficial ownership (as of 2025-03-24) | 152,435 shares; percent of class: “*” (less than 1%) |
| Unvested restricted stock (YE 2024) | 12,254 shares |
| Unexercised options (unvested, YE 2024) | 8,672 shares |
| Hedging/Pledging | Hedging prohibited for directors, officers, employees by policy; company also states no hedging or pledging of NEO stock as a practice |
Governance Assessment
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Strengths
- Independent director with nearly a decade of tenure; chairs Compliance during a period of heightened regulatory scrutiny in healthcare diagnostics; committee met five times in 2024 .
- Robust engagement signals: met ≥75% attendance threshold and serves on multiple committees (Compliance chair; N&CG and Innovation member) .
- Alignment: significant director equity with time-based RS and options; beneficial ownership of 152,435 shares; hedging banned by policy .
- No related-party transactions requiring disclosure—reduces perceived conflicts .
-
Watch items
- 2024 Say‑on‑Pay support was 69.54% of votes cast “For” (59.56% of outstanding), below typical S&P 500 norms, indicating moderate shareholder discontent with executive pay; while not director pay, it can draw broader governance scrutiny and increase expectations of Compensation and Compliance oversight .
- Equity for directors is time-based (no disclosed performance conditions); investors preferring performance-conditioned awards for directors may view this as neutral-to-mixed for alignment, though options provide some at‑risk exposure via stock price .
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RED FLAGS
- None evident in filings regarding attendance shortfalls, related-party transactions, or hedging/pledging by directors .