Felicia Williams
NEOGENOMICSAbout Felicia Williams
Felicia Williams (age 59) joined NeoGenomics’ Board on November 1, 2024. She is a seasoned finance executive with 35+ years across treasury, enterprise risk management, accounting, and audit, including senior roles at Macy’s, The Coca‑Cola Company/Coca‑Cola Hellenic, Bristol‑Myers Squibb, and Arthur Andersen; she graduated summa cum laude from Florida A&M University with a B.S. in Accounting and is considered qualified to serve as a financial expert on NeoGenomics’ Audit & Finance Committee . She is independent under Nasdaq rules, and serves on the Audit & Finance Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | Interim Chief Financial Officer | Jun 2020 – Nov 2020 | Senior finance leadership; enterprise risk and controls |
| Macy’s, Inc. | SVP, Controller & Enterprise Risk Officer | Jun 2016 – Jun 2020 | Controller; ERM oversight |
| Macy’s, Inc. | SVP, Finance & Risk Management | Feb 2011 – Jun 2016 | Finance and risk leadership |
| Macy’s, Inc. | Macy’s Fellow, CEO Action for Racial Equity | Nov 2020 – Oct 2023 | ESG/social impact alignment |
| Coca‑Cola Hellenic / The Coca‑Cola Company | Various financial positions | Not specified (prior to Macy’s) | Global finance experience |
| Bristol‑Myers Squibb | Financial positions | Not specified (prior to Macy’s) | Corporate finance |
| Arthur Andersen & Co. | Financial positions | Not specified (prior to Macy’s) | Audit/accounting training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anywhere Real Estate | Director | Since 2021 | Public company board |
| Paycom, LLC | Director | Since 2022 | Public company board |
| Meridian Bioscience, Inc. | Director | 2018 – 2023 | Prior public company board |
Board Governance
- Independence: The Board determined all directors except the CEO were independent during 2024; Audit & Finance, Compliance, Compensation, and Nominating & Corporate Governance Committees are fully independent as of Apr 8, 2025 .
- Committees: Williams is a member of Audit & Finance and Nominating & Corporate Governance; effective Nov 1, 2024 .
- Attendance: In 2024, each incumbent director attended ≥75% of Board and applicable committee meetings during their service period; 9 directors attended the May 23, 2024 annual meeting .
- Competencies: Matrix flags Williams for Financial reporting/audit/internal controls, Strategy/M&A, and Risk Management .
- Board Chair and executive sessions: Independent non‑executive Chair (Lynn A. Tetrault); independent directors meet regularly in executive session .
| Committee | Role | Effective Date | 2024 Meetings |
|---|---|---|---|
| Audit & Finance | Member | Nov 1, 2024 | 4 |
| Nominating & Corporate Governance | Member | Nov 1, 2024 | 4 |
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant‑date Fair Value) | Option Awards (Grant‑date Fair Value) | Total |
|---|---|---|---|---|
| 2024 | $10,833 | $97,300 | $41,700 | $149,833 |
| Director Program Elements (2024) | Amount / Terms |
|---|---|
| Annual cash retainer (director) | $50,000 (pro‑rated) |
| Board Chair additional retainer | $62,500 |
| Committee member fees | Audit $10,000; Compensation $7,500; Compliance $5,000; Nominating $5,000; Innovation $5,000 (chairs double) |
| Equity (standard annual grant) | Total fair value $240,000; granted Jun 1, 2024: 12,254 RS + 8,672 options; vests Jun 1, 2025 |
Performance Compensation
| Instrument | Grant | Quantity | Vesting | Terms |
|---|---|---|---|---|
| RS (standard annual grant) | Jun 1, 2024 (all independent directors) | 12,254 | Jun 1, 2025 | Fair value based on prior day close |
| Stock Options (standard annual grant) | Jun 1, 2024 (all independent directors) | 8,672 | Jun 1, 2025 | Exercise price = prior day close |
| Felicia Williams – unvested RS/options (as of 12/31/24) | Not specified (appointment grant) | 7,160 RS; 5,430 options | Not specified | ASC 718 fair values; forfeiture impact disregarded |
No director performance metrics (e.g., TSR, EBITDA) are tied to director compensation; equity awards vest time‑based per program .
Other Directorships & Interlocks
| Company | Sector Overlap with NEO | Interlock/Conflict Notes |
|---|---|---|
| Anywhere Real Estate (Director since 2021) | Real estate services | No NEO-related transactions disclosed |
| Paycom, LLC (Director since 2022) | Software/HR tech | No NEO-related transactions disclosed |
| Meridian Bioscience, Inc. (Director 2018–2023) | Diagnostics | No NEO-related transactions disclosed |
Expertise & Qualifications
- 35+ years in multinational finance, treasury, ERM, accounting, audit; senior finance leadership at Macy’s; Coca‑Cola companies; Bristol‑Myers Squibb; Arthur Andersen .
- Qualified to serve as a financial expert on Audit & Finance Committee (designation of committee financial expert in 2024 was Michael A. Kelly) .
- Competencies: financial reporting/internal controls, strategy/M&A, risk management .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Date |
|---|---|---|---|
| Felicia Williams | — | * (less than 1%) | Mar 24, 2025 |
| Equity Detail | Quantity / Policy |
|---|---|
| Unvested RS (Williams, 12/31/24) | 7,160 shares |
| Unvested options (Williams, 12/31/24) | 5,430 shares underlying |
| Director Ownership Guidelines | 3.0x annual board compensation; 5‑year compliance window |
| Current Board Ownership (avg multiple of base) | Chair: 9.3x; Board Members: 10.3x |
| Compliance status | All directors in compliance or not yet required due to appointment date |
| Hedging/Pledging | Prohibited; no hedging or pledging allowed |
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Voted % For |
|---|---|---|---|---|
| Advisory vote on NEO executive compensation (May 23, 2024) | 76,045,753 | 33,308,929 | 719,851 | 69.54% |
92.11% of outstanding voting stock was present/represented; other proposals (ESPP amendment and auditor ratification) passed with high support .
Related‑Party Transactions and Conflicts
- Policy: Audit & Finance Committee reviews related‑party transactions ≥$120,000; Code of Business Conduct requires reporting conflicts; the company aims for arm’s‑length terms .
- Disclosure: No related‑party transactions requiring disclosure since the start of the last fiscal year .
- Compliance Committee remit includes confirmation of zero conflicts for Board members, NEOs, and external consultants engaged by the Board .
Governance Assessment
- Independence and oversight: Williams strengthens Audit & Finance and Nominating committees; independence affirmed; competencies align with financial oversight and risk management .
- Engagement: Board/committee meeting cadence indicates active oversight; 75%+ attendance threshold met for all incumbents; independent directors meet without management; independent chair structure supports investor confidence .
- Alignment: Director compensation is modest cash with substantial equity; Williams’ 2024 mix was heavily equity‑based ($97.3k RS; $41.7k options vs. $10.8k cash), with time‑based vesting—aligned with shareholder interests .
- Ownership: As a new appointee, Williams had no beneficial ownership as of Mar 24, 2025, but held unvested RS/options; directors must reach 3.0x compensation within 5 years, with retention requirements until compliant; hedging/pledging prohibited—positive alignment mechanisms .
- Conflicts: No related‑party transactions disclosed and committee mandates explicitly include conflict confirmation—low conflict risk signal .
- Shareholder signals: 2024 Say‑on‑Pay “For” at ~69.5% suggests investor scrutiny of pay practices; while not directly tied to Williams, it is a governance backdrop for the Board and compensation oversight .
RED FLAGS
- Lower say‑on‑pay support (69.54% “For”) versus typical 90%+ may indicate investor concerns on pay practices—requires continued engagement and oversight .
Positive Signals
- Strong independence structures, conflict review policies, and prohibition of hedging/pledging; robust committee coverage (audit, compliance, compensation, nominating, innovation) .
- Use of independent compensation consultant (WTW) with no conflicts identified; established clawback policy for executive incentive compensation under SEC/Nasdaq rules .