Marjorie C. Green
NEOGENOMICSAbout Marjorie C. Green
Marjorie C. Green was appointed to NeoGenomics’ Board of Directors effective June 19, 2025; she is currently Senior Vice President and Head of Oncology, Global Clinical Development at Merck and is listed as an independent director of NeoGenomics by MarketWatch . Dr. Green previously held senior clinical development roles at Seagen and Genentech and earlier served as a medical oncologist and Associate Professor at MD Anderson; she earned a BA from the University of Notre Dame and an MD from the University of Texas Medical Branch, with residency at the University of Virginia and fellowship at MD Anderson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | SVP, Head of Oncology, Global Clinical Development | Current (as of appointment) | Oversees Merck’s largest revenue/pipeline area; oncology clinical development leadership . |
| Seagen | SVP, Head of Late-Stage Development | Prior to Merck | Late-stage oncology development leadership . |
| Genentech | VP, Product Development; Global Head, Breast & Gynecologic Cancer Franchise | Prior to Seagen | Franchise leadership in oncology . |
| MD Anderson Cancer Center | Medical Oncologist; Associate Professor; Medical Director, Nellie B. Connally Breast Center | Early career | Clinical oncology, center leadership . |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Merck & Co., Inc. | SVP, Head of Oncology, Global Clinical Development | No (management role, not a directorship) | Current executive role . |
Board Governance
- Committee assignments for Dr. Green were not disclosed at appointment; NeoGenomics’ standing committees (Audit & Finance; Compliance; Culture & Compensation; Innovation, Pipeline & Technology; Nominating & Corporate Governance) were entirely independent as of April 8, 2025 .
- Board and committee meeting frequencies in 2024: Audit (4), Compliance (5), Culture & Compensation (5), Innovation (3), Nominating (4); each incumbent director attended at least 75% of meetings in 2024 (pre-appointment) .
- Independence: Eight of nine directors were independent as of April 2025; committees comprised solely of independent directors .
- Risk oversight: Audit & Finance oversees enterprise risks and cyber; Compliance oversees the Corporate Compliance Program and conflicts confirmation; Culture & Compensation oversees compensation risk; Innovation committee oversees R&D/technology; Nominating & Governance oversees ESG and governance .
- Stockholder advisory votes: Say-on-pay approval was ~69.54% in 2024 and improved to 68.26% of outstanding shares (81.77% of voted) in 2025, indicating continued but improved investor support .
Fixed Compensation
- Director-specific pay for Dr. Green was not disclosed at appointment. Baseline independent director program for 2024 (for context):
- Annual cash retainer: $50,000; Board Chair additional $62,500 .
- Committee fees (annual): Audit member $10,000 / chair $20,000; Culture & Compensation member $7,500 / chair $15,000; Compliance member $5,000 / chair $10,000; Nominating & Governance member $5,000 / chair $10,000; Innovation member $5,000 / chair $10,000 .
- Ad hoc hourly fees applied to special committees (Succession, Litigation, Transaction) in 2024 for certain members .
| Element | Amount/Terms | Source |
|---|---|---|
| Annual Cash Retainer (Independent Director) | $50,000 | |
| Board Chair (additional) | $62,500 | |
| Audit Committee | Member $10,000; Chair $20,000 | |
| Culture & Compensation Committee | Member $7,500; Chair $15,000 | |
| Compliance Committee | Member $5,000; Chair $10,000 | |
| Nominating & Governance Committee | Member $5,000; Chair $10,000 | |
| Innovation, Pipeline & Technology Committee | Member $5,000; Chair $10,000 |
Performance Compensation
- For independent directors in 2024: total annual equity target grant-date fair value $240,000; on June 1, 2024, each independent director received 12,254 restricted shares and options for 8,672 shares; vesting June 1, 2025; option exercise price set at market close preceding grant; equity is time-based (no performance metrics) and options require stock price appreciation .
| Metric/Instrument | Grant Detail | Vesting/Terms | Source |
|---|---|---|---|
| Restricted Stock (Directors, 2024) | 12,254 shares | Vests 6/1/2025 (1-year) | |
| Stock Options (Directors, 2024) | 8,672 underlying shares | 10-year term; exercise price at prior-day close | |
| Equity Value (Directors, 2024) | $240,000 grant-date fair value | Program target for independents |
Other Directorships & Interlocks
- Public company boards for Dr. Green beyond NeoGenomics were not disclosed at appointment; she holds a senior executive role at Merck (not a directorship) .
- Compensation committee interlocks: NeoGenomics disclosed none among executive officers in 2025 .
Expertise & Qualifications
- Deep oncology clinical development leadership with P&L and pipeline strategy experience (Merck); late-stage development (Seagen); franchise/product development (Genentech); academic clinical oncology leadership (MD Anderson) .
- Education: BA (University of Notre Dame); MD (University of Texas Medical Branch); Internal Medicine residency (University of Virginia); Medical Oncology fellowship (MD Anderson) .
Equity Ownership
- Individual beneficial ownership for Dr. Green was not disclosed in the March 24, 2025 table (pre-appointment); directors must meet share ownership guidelines set at 3.0x base compensation within five years, with retention requirements and prohibition on hedging/pledging .
| Item | Policy/Status | Source |
|---|---|---|
| Director Ownership Guideline | 3.0x base Board compensation within 5 years | |
| Retention Requirements | 25% of net shares until compliant; 100% if not compliant after 5 years | |
| Hedging/Pledging | Prohibited | |
| Board Average Ownership (as of 12/31/2024) | Board Members 10.3x; Chair 9.3x (average) |
Governance Assessment
- Board effectiveness signals: fully independent core committees; structured risk oversight; formal compliance oversight including conflict-of-interest confirmations; independent compensation consultant with conflict review; clawback policy aligned to SEC/Nasdaq; double-trigger change-in-control in equity plan; no tax gross-ups or option repricing .
- Compensation and incentives alignment: director pay mixes cash retainer plus time-based equity and options (no director performance metrics), aligning interests via ownership guidelines and equity grants .
- Say-on-pay trends: improved approval in 2025 vs. 2024, reflecting better investor sentiment on pay design after engagement, though continued monitoring is warranted .
- Potential conflicts and red flags: Dr. Green’s concurrent executive leadership at Merck could create perceived conflicts if NeoGenomics engages materially with Merck on clinical diagnostics programs; NeoGenomics’ Compliance Committee explicitly oversees conflicts and the company reported no related-party transactions requiring disclosure for the last fiscal year .
- Committee fit: Her oncology pipeline and clinical development expertise is highly relevant to the Innovation, Pipeline & Technology Committee’s remit; however, as assignments were not disclosed at appointment, investors should watch for committee placement and ensuing engagement .
RED FLAGS: None disclosed specific to Dr. Green at appointment; monitor for any Merck-related transactions, pledging/hedging, or attendance shortfalls. Governance mitigants include conflicts oversight, prohibitions on hedging/pledging, clawback policy, and independent committees .