Jeffrey S. Sherman
NEOGENOMICSAbout Jeffrey S. Sherman
Jeffrey S. Sherman, age 59, is NeoGenomics’ Chief Financial Officer, serving since December 2022. He holds a B.S. in Finance/Accounting from the University of Colorado, Boulder and an MBA from the University of Southern California . In 2024, his annual incentive paid out 151% of target, reflecting revenue performance at 118%, Adjusted EBITDA at 200%, and strategic factors at 108%—with an individual modifier of 125%—demonstrating strong pay-for-performance alignment . The company prohibits hedging and pledging, imposes stock ownership requirements, and maintains a clawback policy, further reinforcing alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Privia Health Group, Inc. | Chief Financial Officer | Jan 2022 – Mar 2022 | CFO of a physician enablement platform |
| HMS (acquired by Gainwell/Veritas) | EVP, CFO & Treasurer | 2014 – 2021 | Led process resulting in sale to Veritas-backed Gainwell Technologies for $3.4B (Apr 2021) |
| AccentCare | EVP & CFO | 2013 – 2014 | Finance leadership at healthcare delivery organization |
| LifePoint Hospitals, Inc. | EVP & CFO | 2009 – 2013 | Corporate finance leadership |
| Tenet Healthcare Corporation | Senior finance roles including Treasurer; Divisional/Hospital CFO | Not disclosed | Treasury and divisional finance leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 16,154 | 525,000 | 540,346 |
| Sign-on Bonus ($) | 250,000 | — | — |
| Target Bonus (%) | — | — | 70% of base salary |
| Non-Equity Incentive (MIP) ($) | — | 627,000 | 575,211 |
| Stock Awards ($) | 1,500,000 | 1,619,944 | 1,588,566 |
| Option Awards ($) | 1,500,000 | 762,214 | 764,486 |
| All Other Compensation ($) | — | 13,200 | 13,800 |
| Total Compensation ($) | 3,266,154 | 3,547,358 | 3,482,409 |
| 2024 Base Salary Set | — | — | $546,000 effective Mar 25, 2024 (4% increase) |
Performance Compensation
2024 Annual MIP Structure and Outcome
| Component | Weighting | Performance vs Target (%) | Payout ($) | Notes |
|---|---|---|---|---|
| Revenue | 40% | 118% | 180,398 | Corporate metric |
| Adjusted EBITDA | 40% | 200% | 305,760 | Corporate metric |
| Strategic Critical Success Factors | 10% | 108% | 41,278 | Corporate metric |
| Individual Goals | 10% | 125% (modifier) | 47,775 | Individual performance |
| Actual Bonus (% of target) | — | — | 151% | Actual bonus 105% of salary |
| 2024 Target Cash Incentive Opportunity ($) | — | — | 382,200 | 70% of base salary |
Long-Term Incentive (LTI) Grants and Vesting
| Grant Type | Grant Date | Quantity/Terms | Strike/Value | Vesting/Metrics |
|---|---|---|---|---|
| Inducement Equity (RS + Options) | 12/07/2022 (agreement effective) | $3.0M total; $1.5M RS, $1.5M options | — | RS: 4 equal annual installments beginning 12/07/2023; ~67% of RS tied to Absolute TSR Goal (≥20% absolute TSR Dec 7, 2022–Dec 6, 2023) met; options vest in 4 equal annual installments |
| 2023 Annual Equity (Options + RS + PSUs) | 05/11/2023 | Options 24,338/48,678 (exercisable/unexercisable counts as of 12/31/24); RS 26,011 & 39,016 unvested | $19.65 options | Options/RS: 3-year ratable vesting post 1-year cliff; PSUs subject to market/performance (TSR/revenue) |
| 2024 Annual Equity (Options + RS + PSUs) | 02/23/2024 | Options: 77,913; RS: 46,606; PSUs: 46,606 | Options $16.45; RS/PSU grant-date fair values $766,669, $764,486, $821,897 | Options/RS: 3-year ratable vesting post 1-year cliff; PSUs split 50% TSR (measured at 1st/2nd/3rd anniversaries; vest at end of 3-year service if achieved) and 50% Revenue (3-fiscal-year period 1/1/2024–12/31/2026; vest based on cumulative revenue goal) |
| 2025 LTI Mix (Forward-Looking) | 2025 policy | 50% premium-priced options (10% premium) + 50% restricted stock | — | Designed to enhance pay-for-performance alignment |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
- Beneficial ownership: 351,087 shares; percent of class indicated as less than 1% (individuals marked “*” in table) .
- Executive stock ownership guidelines: CFOs/other NEOs must hold stock worth 1.0× salary; executives either in compliance or not yet required based on hire date; retention of at least 25% of net shares until guideline met (100% if beyond five years and still not met) .
- Policy prohibits hedging and pledging of company stock for directors and executive officers .
- Clawback policy in place; no tax gross-ups on change-in-control; no option repricing .
Outstanding Equity (as of 12/31/2024)
| Options (by grant) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 12/05/2022 | 124,584 | 124,585 | 11.62 | 12/05/2029 |
| 05/11/2023 | 24,338 | 48,678 | 19.65 | 05/11/2030 |
| 02/23/2024 | — | 77,913 | 16.45 | 02/23/2034 |
| Restricted Stock/PSUs (Unvested, as of 12/31/2024) | Shares Unvested (#) | Market Value ($) |
|---|---|---|
| 12/05/2022 grant(s) | 22,302; 44,604 | 367,537; 735,074 |
| 05/11/2023 grant(s) | 26,011; 39,016 | 428,661; 642,984 |
| 02/23/2024 grant(s) | 46,606; 23,303; 23,303 | 768,067; 384,033; 384,033 |
| Unvested Totals (Company-Reported) | Unvested Stock Options (#) | Option Awards Estimated Benefit ($) | Unvested Restricted Stock (#) | Restricted Stock Estimated Benefit ($) |
|---|---|---|---|---|
| Change-in-control scenario | 251,176 | 607,820 | 162,826 | 2,683,372 |
| Termination (without cause/good reason) vesting for next 12 months | 114,628 | 303,579 | 61,993 | 1,021,645 |
Vesting Schedules and Insider Selling Pressure
- Inducement RS: 4 equal annual installments beginning 12/07/2023 (then 12/07 annually through 2026), subject to continued service; performance RS condition met (≥20% absolute TSR in first 12-month period) .
- Annual options/RS: ratable over 3 years, commencing one year after grant (e.g., 02/23/2024 grants begin vesting 02/23/2025), subject to continued service .
- PSUs: 50% TSR measured at each anniversary with vesting at end of 3-year requisite service if achieved; 50% Revenue tied to cumulative FY2024–FY2026 revenue with vesting at period end .
- Company policy prohibits hedging/pledging, reducing forced-selling risk; ownership guidelines require net share retention until compliance .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Effective December 7, 2022; base salary and target annual incentive bonus entitlement |
| 2024 base & target bonus | Base $546,000; target bonus 70% of base |
| Sign-on bonus | $250,000 cash sign-on |
| Inducement equity | $3.0M ($1.5M RS; $1.5M options); ~67% of RS subject to Absolute TSR condition met; 4-year vesting |
| Retention advisory arrangement | If retires on/after Apr 1, 2026: advisory role for 24 months; if served full term, extends non-qualified option exercise period by 12 months beyond advisory term |
| Severance (non-CIC) | One times base salary; target bonus; up to 12 months COBRA; accelerated vesting of time-based equity awards continuing vesting for next 12 months |
| Change-in-control (double-trigger) | Two times base salary (CEO is 3x; others 2x); target bonus; up to 12 months COBRA; accelerated vesting of all unvested equity awards |
| Governance protections | Clawback policy; no tax gross-ups on CIC benefits; no hedging/pledging; no option repricing |
Investment Implications
- Strong pay-for-performance alignment: 2024 MIP payouts reflect outsized EBITDA delivery (200% vs target) and solid revenue performance (118%), with bonus at 151% of target—supporting confidence in operational execution under Sherman’s finance leadership .
- Significant unvested equity and multi-year vesting cadence (Dec 7 and anniversary dates of 02/23 grants) suggest continued retention hooks; advisory arrangement post-retirement further extends option exercise window, mitigating near-term selling pressure .
- Shareholder-friendly governance reduces red flags: prohibitions on hedging/pledging, clawback, no CIC tax gross-ups, and no option repricing; however, say-on-pay support at 69.5% (improved from ~52%) indicates ongoing investor scrutiny of pay outcomes vs. performance .
- Forward LTI design shift (50% premium-priced options, 50% restricted stock) increases performance sensitivity to price appreciation and reinforces alignment as the company targets long-term value creation .