Anthony P. Zook
NEOGENOMICSAbout Anthony P. Zook
Anthony P. “Tony” Zook, age 64, became Chief Executive Officer of NeoGenomics effective April 1, 2025 and has served as a director since June 2023, bringing deep global commercial leadership from AstraZeneca (EVP, Commercial Operations) and CEO experience at Innocoll AG; he is also a Partner at Lucius Partners and holds multiple biopharma board roles . Company performance context for incentive alignment: NeoGenomics reported 2024 adjusted EBITDA of $40 million and year-end value of $100 invested of $56 (vs. $118 peer index), with net loss of $79 million, metrics used directly in the pay-versus-performance framework . The company reported eight consecutive quarters of double-digit revenue growth in its Clinical division into early 2025, underscoring operational momentum as Zook stepped into the CEO role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AstraZeneca | EVP, Global Commercial Operations (global P&L responsibility) | 2010–2012 | Led commercialization of multiple $1B+ brands; oversaw MedImmune; chaired Commercial Investment Board for enterprise-wide investments . |
| AstraZeneca (earlier) | CEO North America; VP Sales; integration leadership | (prior to 2010) | Helped lead integrations of Astra US, Astra Merck, and Zeneca; significant sales/marketing and oncology experience . |
| Innocoll AG | Chief Executive Officer | Dec 2014–Jun 2020 | Ran global specialty pharma; operational turnaround and commercialization focus . |
| Berlex Laboratories | Various roles | 14 years | Progressive commercial roles prior to AstraZeneca tenure . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lucius Partners | Partner | Mar 2022–present | Strategic, financial, product development and operational advisory to emerging bio/pharma and medtech firms . |
| Adaptin Bio, Inc. | Director | Feb 2025–present | External biotech directorship adding pipeline/clinical governance perspective . |
| Algorithm Sciences, Inc. | Director (Lucius portfolio) | Jan 2022–Dec 2024 | Private company oversight in emerging therapeutics . |
| Voltron Therapeutics, Inc. | Director (Lucius portfolio) | Jan 2022–Dec 2024 | Private company governance for development-stage assets . |
| BioSig Technologies, Inc. | Director | Jul 2020–Apr 2022 | Public medtech board service in electrophysiology . |
Fixed Compensation
| Component | Terms | Effective date |
|---|---|---|
| Base Salary | $850,000 per year | Apr 1, 2025 |
| Target Annual Incentive | 100% of base salary, based on CEO and/or company performance goals set by Board/Comp Committee | Apr 1, 2025 |
| Annual Equity Target | ~ $8,000,000 aggregate target value, granted at Compensation Committee discretion | Beginning 2025 grant cycle |
Performance Compensation
- Annual MIP design (company-wide in 2024): Revenue 40%, Adjusted EBITDA 40%, Strategic Critical Success Factors 10%, Individual modifier 10%. Example outcomes for 2024: Revenue at 118% of target, EBITDA at 200%, Strategic at 108% (individual modifiers applied by executive) .
- LTI structure evolution:
- 2024: Mix of stock options (performance-levered), time-based RSUs, and PSUs with market/performance conditions; options and RSUs vest ratably over 3 years after a 1-year cliff; PSUs vest over 3 years (TSR measured annually with vesting at end; revenue PSUs measured over FY2024–FY2026) .
- 2025: Shift to 50% premium-priced options (10% exercise price premium) and 50% restricted stock to increase performance linkage and reflect shareholder feedback .
| Metric (annual bonus) | Weight | 2024 Target | 2024 Actual | Payout notes |
|---|---|---|---|---|
| Revenue | 40% | 100% | 118% | Paid per MIP matrix; individual modifier also applied . |
| Adjusted EBITDA | 40% | 100% | 200% | Maxed per plan; individual modifier also applied . |
| Strategic CSFs | 10% | 100% | 108% | Qualitative/strategic measures . |
| Individual Modifier | 10% | 100% | Executive-specific (e.g., 100–135%) | Applied to subtotal for final payout . |
Note: Zook’s specific 2025 CEO bonus metrics will be set by the Board/Compensation Committee; the above reflects company plan design and 2024 outcomes under prior CEO .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 19,689 shares; <1% of outstanding as of Mar 24, 2025 . |
| Directors/NEOs as group | 3,068,190 shares; 2.4% of outstanding . |
| CEO stock ownership guideline | 3x base salary; executives average 2.8x; CEO average 9.7x (as of 12/31/24; CEO figure reflects then-PEO) . |
| Director stock ownership guideline | 3x board compensation; independent directors averaged 10.3x; Chair at 9.3x (as of 12/31/24) . |
| Hedging/pledging | Prohibited for directors, officers, employees (policy against hedging; governance highlights include no pledging) . |
| Retention requirements | If below guideline: retain 25% of net shares from vestings/exercises; if past 5 years and not compliant: retain 100% of net shares until compliant . |
Employment Terms
- Appointment/offer terms (8‑K): Base $850,000; target bonus 100% of salary; annual equity target ~$8,000,000. Employment agreement was not yet finalized at announcement; company to file amendment when finalized .
- General severance framework for NEOs (as disclosed in Proxy; CEO-specific agreement for prior CEO shown for reference): Upon termination without cause or resignation for good reason (non‑CIC): cash severance equal to 1x base salary + 1x target bonus; up to 12 months COBRA; and accelerated vesting of time-based equity that would vest over the next 12 months (performance-based equity follows award terms) .
- Change-in-control terms: The proxy describes CIC provisions generally but does not quantify CEO Zook’s CIC multiples in the retrieved sections; details will be governed by his finalized employment agreement when filed .
Board Governance and Director Service
- Board tenure and roles: Director since June 2023; served as Chair of the Culture & Compensation Committee in 2024; resigned from both the Compensation Committee (as Chair and member) and the Audit & Finance Committee on Jan 27, 2025 in connection with his transition to CEO; currently serves on the Innovation, Pipeline & Technology Committee .
- Independence and structure: NeoGenomics maintains an independent, non-executive Chair (Lynn A. Tetrault); Audit, Compliance, Compensation and Nominating committees are entirely independent; independent directors regularly hold executive sessions .
- Meetings and attendance: The Board met 4 regular and 6 special meetings in 2024; each incumbent director attended at least 75% of applicable meetings .
- Board composition/diversity (informing governance quality): As of April 2025, 8 of 9 directors are independent; 67% diverse; average tenure 4.2 years; average age 63 .
Performance & Track Record
- AstraZeneca (global): Held global P&L responsibility for brands and markets >$30B revenue; oversaw MedImmune; commercialized multiple $1B+ brands; chaired investment committee .
- Innocoll AG (CEO): Led specialty pharma through development/commercial phases (2014–2020) .
- NeoGenomics momentum: Company cited eight consecutive quarters of double-digit Clinical division revenue growth into early 2025 during leadership transition .
- Pay-versus-performance context: 2024 adjusted EBITDA $40m; net loss $(79)m; company TSR (value of $100) at $56 vs. peer index at $118 through 12/31/2024—key for pay alignment narrative and incentive calibration .
Compensation Committee Analysis
- Governance, process, and consultant: Compensation (Culture & Compensation) Committee—independent directors—oversees CEO/NEO pay, goal-setting, and succession; engaged Willis Towers Watson in 2024 for peer development, investor views, and benchmarking (approx. $386k in fees; ~$362k tied to executive comp review) .
- Peer group construction and targets: Life sciences focus; revenue ~0.5–3.0x of NeoGenomics, plus market cap/employees; 2024 peer set includes 15 companies (e.g., EXAS, NTRA, VCYT, MPWR, Fulgent, etc.); decisions reference competitive range around market median considering scope/performance/criticality .
- Design response to shareholder feedback: 2025 shift to 50% premium-priced options and 50% restricted stock to reinforce performance orientation .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: 69.5% approval (improved vs. 2023 ~52% but “less than optimal”); compensation committee increased engagement and aligned program accordingly .
- Ongoing engagement: Company highlights extensive investor outreach on strategy, governance, compensation, and sustainability topics .
Risk Indicators & Red Flags (as disclosed)
- Hedging/pledging prohibited; insider trading policy in place (mitigates alignment risks) .
- Non‑CIC severance includes 1x base + 1x target bonus + COBRA and limited vesting acceleration; performance awards follow plan terms (limits windfalls) .
- No evidence in retrieved filings of option repricings or pledging; 2025 premium-priced options increase performance hurdle (positive signal) .
- Form 4 insider trading activity not included in these documents; separate Form 4 data not retrieved here.
Equity Ownership & Alignment Details
| Holder | Shares | % of Class |
|---|---|---|
| Anthony P. Zook | 19,689 | <1% |
| Directors/NEOs (15 persons) | 3,068,190 | 2.4% |
Compensation Structure Signals
- Increased performance leverage: 2025 LTI rebalanced to premium-priced options and RSUs to better link pay-to-performance amid shareholder feedback .
- Annual bonus emphasizes profitable growth: Balanced revenue and EBITDA (80% weight combined) plus strategy and individual components (20%) .
- Ownership requirements and retention rules: Multi-year holding thresholds with net-share retention if below guidelines; no hedging/pledging—strong alignment architecture .
Investment Implications
- Incentive alignment: Zook’s package (100% bonus target; ~$8m annual equity; premium-priced options) and ownership/hedging policies drive alignment with profitable growth and TSR—supportive of pay-for-performance thesis .
- Retention and overhang: Non‑CIC severance (1x salary+bonus, 12 months COBRA, limited time-based vesting acceleration) balances retention with shareholder protections; performance PSUs remain at risk; monitor final CEO agreement for CIC terms once filed .
- Execution risk: Company’s pay-versus-performance data show improved adjusted EBITDA but continuing net losses and lagging TSR vs. index; Zook’s commercialization pedigree (AstraZeneca $30B+ P&L, multiple $1B brands) is directly relevant to accelerating profitable growth and could be a catalyst if execution improves .
- Governance: Independent Chair, independent key committees, and enhanced investor outreach address potential dual-role concerns (CEO + director); prior service as Compensation Chair ended before CEO transition, mitigating independence issues .
Data constraints and notes: Zook’s finalized employment agreement terms (including CIC details) were not included in the retrieved filings at announcement; the company indicated it would file an amendment upon finalization. Insider Form 4 data were not included in these documents and were not analyzed here .