David B. Perez
NEOGENOMICSAbout David B. Perez
David B. Perez, age 65, has served as an independent director of NeoGenomics since November 2022 and became Chair of the Culture & Compensation Committee effective January 27, 2025. He is the former President & CEO of Terumo BCT (retired March 2019), where he led 18.5 years of growth from ~$160 million to ~$1 billion in revenue; he holds a BA in Political Science from Texas Tech University and brings 40+ years of global leadership in medical devices and healthcare services . The Board has determined he is independent under Nasdaq rules, and each incumbent director met the 75% attendance threshold for Board and applicable committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terumo BCT | President & CEO | 18.5 years; retired Mar 2019 | Transformed the company to a multinational biomedical organization; scaled revenue from ~$160M to ~$1B; led through multiple foreign ownership structures |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laborie Medical Technologies Corp. (private) | Director | Not disclosed | Not disclosed |
| Advanced Instruments, LLC (private) | Director | Not disclosed | Not disclosed |
| Mölnlycke Health Care AB (private) | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments (as of April 8, 2025): Chair, Culture & Compensation; Member, Audit & Finance; Member, Innovation, Pipeline & Technology; not a member of Compliance or Nominating & Corporate Governance .
- Independence: The Board determined all directors except the CEO were independent in 2024; all standing committees (including Audit & Finance and Culture & Compensation) are composed entirely of independent directors under Nasdaq and SEC rules .
- Attendance: The Board held 4 regular and 6 special meetings in 2024; each incumbent director attended 75% or more of Board and applicable committee meetings; nine directors attended the May 23, 2024 annual meeting .
- Culture & Compensation governance: The committee sets CEO/executive pay, approves performance goals, oversees succession and human capital, and engages an independent consultant (WTW); Perez became Chair on January 27, 2025 .
- Audit oversight: As an Audit & Finance Committee member, Perez participates in oversight of financial reporting, auditor independence, enterprise risk (including cybersecurity), internal audit, and ethics/compliance coordination; the committee recommended inclusion of 2024 audited financials in the 10-K .
Fixed Compensation
- Program structure (2024): Annual cash retainer $50,000 for independent directors; committee member fees—Audit & Finance $10,000, Culture & Compensation $7,500, Compliance $5,000, Nominating & Governance $5,000, Innovation $5,000; committee chair fees—Audit & Finance $20,000, Culture & Compensation $15,000, Compliance $10,000, Nominating & Governance $10,000, Innovation $10,000; paid quarterly and prorated .
- Ad hoc committee fees (2024): Special Litigation Committee $900 to Perez; Transaction Committee $600 to Perez (hourly fees) .
| Item | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 70,882 | Includes retainer, committee fees, and ad hoc fees |
| Special Litigation Committee fee (included above) | 900 | Hourly fee |
| Transaction Committee fee (included above) | 600 | Hourly fee |
Performance Compensation
- Annual director equity (2024): Grant date June 1, 2024—12,254 restricted stock shares and 8,672 stock options per independent director; all vest on June 1, 2025; option exercise price equal to the closing price the day prior to grant; RS and options valued under ASC 718 .
- Independent director equity is time-based (no performance metrics disclosed for directors); committee reviews design and timing policies to avoid grants around material nonpublic disclosures .
| Metric | Grant Date | Quantity | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock (RS) | Jun 1, 2024 | 12,254 | 168,000 | Jun 1, 2025 |
| Stock Options | Jun 1, 2024 | 8,672 | 72,000 | Jun 1, 2025; strike = closing price day prior |
Other Directorships & Interlocks
- Public company boards: None disclosed for Perez; listed roles are private company boards .
- Compensation committee interlocks: The proxy discloses none—no reciprocal relationships between NEO executives and other entities’ boards/compensation committees .
Expertise & Qualifications
- Strategic competencies include M&A/strategy, HR/organizational development, risk management, governance/legal, and R&D oversight; Board matrix shows relevant skills distribution across directors (Perez included) .
- Perez’s expertise spans scaling regulated global businesses (organic and M&A), strategic planning, culture/talent development, succession, ERM, operations, compliance, and governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| David B. Perez (as of Mar 24, 2025) | 39,719 | * (<1%) |
- Unvested awards outstanding (Dec 31, 2024): RS 12,254; Options 8,672 .
- Stock ownership guidelines for independent directors: 3.0x annual compensation, 5-year compliance window; as of Dec 31, 2024, all Board members either in compliance or within the compliance window; directors must retain 25% of net shares until compliant (100% if not compliant after 5 years) .
- Anti-hedging: Directors, officers, employees are prohibited from hedging transactions (e.g., collars, swaps, exchange funds) under insider trading policy .
Governance Assessment
- Independence and engagement: Perez is independent, chairs the Culture & Compensation Committee, and serves on Audit & Finance and Innovation committees—indicating high engagement in pay design, risk oversight, and technology strategy .
- Pay alignment: Director compensation mix combines modest cash with significant equity (RS and options), fostering ownership alignment; Perez’s 2024 equity fair value totaled $240,000 versus $70,882 cash .
- Committee quality and process: Use of an independent consultant (WTW) with clear scope and disclosed fees ($386,000 total; ~$362,000 for executive comp review) supports robust governance in pay decisions and peer benchmarking .
- Attendance and board process: Board and committees met regularly in 2024 (Board 4 regular + 6 special; C&C 5; Audit 4; Innovation 3), and all incumbent directors met minimum attendance, supporting Board effectiveness .
- Conflicts/related-party exposure: Company policy requires review of related party transactions; none requiring disclosure since the last fiscal year were identified—mitigating conflict risk .
- RED FLAGS: None disclosed regarding hedging, pledging, related-party transactions, or committee interlocks; equity grants for directors are time-based (no repricing or pay anomalies noted) .