Lynn A. Tetrault
NEOGENOMICSAbout Lynn A. Tetrault
Lynn A. Tetrault, age 62, is the independent Non‑Executive Chair of NeoGenomics’ Board, serving as Chair since August 2022 and a director since June 2015. She previously served as Executive Chair and principal executive officer (Mar–May 2022) and Interim CEO and Chair (from May 2022), and earlier as Lead Independent Director (Jul 2020–Oct 2021). She has 30+ years of healthcare experience, including EVP, Human Resources & Corporate Affairs at AstraZeneca (2007–2014). Education: BA, Princeton University; JD, University of Virginia Law School . As of 2025, she is one of eight independent directors on a nine‑member board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NeoGenomics, Inc. | Non‑Executive Chair of the Board | Aug 2022–Present | Independent Chair; board oversight |
| NeoGenomics, Inc. | Interim CEO and Chair | From May 2022 | Led transition; principal executive oversight |
| NeoGenomics, Inc. | Executive Chair; Principal Executive Officer | Mar 2022–May 2022 | Executive leadership during transition |
| NeoGenomics, Inc. | Non‑Executive Chair | Oct 2021–Mar 2022 | Independent board leadership |
| NeoGenomics, Inc. | Lead Independent Director | Jul 2020–Oct 2021 | Lead independent oversight |
| AstraZeneca PLC | EVP, Human Resources & Corporate Affairs | 2007–2014 | HR strategy, executive compensation, communications, corporate affairs |
| Choate, Hall & Stewart | Attorney (Healthcare/Corporate Law) | Prior to 1993 | Legal experience in healthcare/corporate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acelyrin, Inc. | Director | Since Dec 2023 | Public company directorship |
| Rhythm Pharmaceuticals, Inc. | Director | Since Dec 2020 | Public company directorship |
Board Governance
- Independence: Board determined all directors except Mr. Smith were independent for 2024; all key committees are composed solely of independent directors . Independent directors meet regularly in executive session .
- Committee assignments and engagement:
- Member: Culture & Compensation; Nominating & Corporate Governance .
- Served on ad hoc Succession Committee and ad hoc Transaction Committee in 2024 (hourly fees) .
- Attendance: Board held 4 regular and 6 special meetings in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings; nine directors attended the 2024 annual meeting .
- Governance practices: Clawback policy; double‑trigger change‑of‑control; no hedging/pledging; no tax gross‑ups; no option repricing .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Culture & Compensation | Member | 5 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation (Director)
| Component | Amount | Basis/Details |
|---|---|---|
| Annual cash retainer | $50,000 | Standard independent director retainer |
| Chair of the Board premium | $62,500 | Additional annual compensation for Chair |
| Culture & Compensation Committee member fee | $7,500 | Annual member fee |
| Nominating & Corporate Governance Committee member fee | $5,000 | Annual member fee |
| Ad hoc Succession Committee fee | $4,800 | Hourly cash fee in 2024 |
| Ad hoc Transaction Committee fee | $300 | Hourly cash fee in 2024 |
| Total fees earned (reported) | $130,100 | Sum aligns with proxy table |
Performance Compensation (Director)
| Equity Type | Grant Date | Quantity | Grant Date Fair Value | Vesting | Key Terms |
|---|---|---|---|---|---|
| Restricted Stock | Jun 1, 2024 | 12,254 shares | $168,000 | Vests Jun 1, 2025 | FMV based on closing price prior to grant |
| Stock Options | Jun 1, 2024 | 8,672 options | $72,000 | Vests Jun 1, 2025 | Exercise price = closing price prior to grant; options under plan generally have a 10‑year term; no repricing without stockholder approval |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no insider participation noted .
- Potential interlocks/conflicts: Company reports no related party transactions requiring Item 404 disclosure since the beginning of last fiscal year .
Expertise & Qualifications
- Strategic competencies: Financial reporting/internal controls; Strategy/M&A; HR/Org Development; Legal/Governance; Risk Management; Sustainability; Public Policy/Regulatory .
- Average board tenure: 9.6 years for Ms. Tetrault; board average tenure 4.2 years; average age 63; 67% diverse (gender or race/ethnicity) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Notes |
|---|---|---|---|
| Lynn A. Tetrault | 61,398 | <1% | As of Mar 24, 2025; company had 128,656,900 shares outstanding |
| Unvested restricted stock (12/31/2024) | 12,254 | n/a | From Jun 1, 2024 grant |
| Options outstanding (12/31/2024) | 8,672 | n/a | From Jun 1, 2024 grant |
| Director ownership guidelines | 3.0x annual compensation | Chair current ownership: 9.3x | All directors compliant or not yet required based on appointment date; no hedging or pledging permitted |
Governance Assessment
- Strengths:
- Independent Non‑Executive Chair with deep HR, compensation, and governance expertise; member of key governance and compensation committees .
- Strong ownership alignment: Chair holds ~9.3x director compensation against a 3.0x guideline; board ownership and retention requirements; hedging/pledging prohibited .
- Robust governance guardrails: Clawback, double‑trigger CoC, no tax gross‑ups, no option repricing; all major committees independent .
- Transparent director pay and equity mix with one‑year vesting for 2024 grants; clear cash fee structure by role/committee .
- Watch items / signals:
- Say‑on‑pay support was 69.5% in 2024, an improvement from 2023 but below typical 90%+ norms; board engaged shareholders and adjusted practices (greater performance‑based equity, disclosure enhancements, limits on discretionary CEO awards) .
- Shared past AstraZeneca executive experience on the board (e.g., CEO Zook) may shape perspective; no related‑party transactions disclosed; maintain monitoring for potential perceived ties or bias even absent reportable conflicts .
- Active involvement in ad hoc committees (Succession, Transaction) underscores engagement, but adds modest incremental fees; ensure fee structures remain aligned with best practices .
Overall, governance posture reflects independent leadership, strong alignment mechanisms, and responsiveness to investor feedback. Continued improvement in say‑on‑pay outcomes and vigilant conflict oversight should further support investor confidence .