Michael A. Kelly
NEOGENOMICSAbout Michael A. Kelly
Michael A. Kelly, age 68, is an independent director of NeoGenomics and currently serves as Chair of the Audit & Finance Committee; he has been on the Board since July 2020 (Board tenure ~4.5 years as of April 2025) and previously served as Lead Independent Director during the 2022 executive transition. He is Founder & President of Sentry Hill Partners (since 2018) and a former senior Amgen executive (SVP, Global Business Services; VP & CFO, International Commercial Operations), with earlier roles at Biogen, Tanox, and Monsanto Life Sciences; he holds a BS in Business Administration (Finance & Industrial Relations) from Florida A&M University. The Board has designated him an “audit and finance committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen, Inc. | SVP, Global Business Services; VP & CFO, International Commercial Operations | 2003–2017 | Senior finance and operations leadership in global biopharma |
| Biogen; Tanox; Monsanto Life Sciences | Various roles | Not disclosed | Strategic finance/operations experience across life sciences |
| Sentry Hill Partners, LLC | Founder & President | 2018–present | Transformation and management consulting in life sciences |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amicus Therapeutics | Director | Current | Not disclosed in NEO proxy |
| DMC Global, Inc. | Director | Current | Not disclosed in NEO proxy |
| Prime Medicine, Inc. | Director | Current | Not disclosed in NEO proxy |
| Direct Relief (non‑profit) | Council of Advisors; former Audit Committee Chair | Not disclosed | Humanitarian aid organization; governance/finance oversight experience |
Board Governance
- Independence: The Board determined all directors other than the former CEO (Mr. Smith) were independent in 2024; all standing committees (Audit & Finance, Compliance, Culture & Compensation, Nominating & Corporate Governance) are composed entirely of independent directors.
- Committee assignments: Kelly chairs Audit & Finance and serves on Culture & Compensation (independent committees).
- Financial expert: The Board designated Kelly as the Audit & Finance Committee “financial expert” under SEC rules.
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; the Board held 4 regular meetings and 6 special meetings.
- Committee workload: 2024 meetings — Audit & Finance (4), Culture & Compensation (5), Nominating & Corporate Governance (4), Compliance (5), Innovation, Pipeline & Technology (3).
- Risk oversight: As Audit Chair, Kelly’s committee oversees enterprise risks including IT/cybersecurity, data governance/privacy, auditor independence, financial reporting, and coordinates with the Compliance Committee on ethics/compliance program effectiveness.
- Ownership alignment: Directors have stock ownership guidelines (3.0x annual board compensation) with retention requirements; all directors were compliant or not yet required as of 12/31/2024; no hedging or pledging permitted.
Fixed Compensation (Independent Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Paid quarterly, pro‑rated as applicable |
| Audit & Finance Committee – Chair fee | 20,000 | 2024 chair fee level |
| Culture & Compensation Committee – member fee | 7,500 | 2024 member fee level |
| Ad hoc Transaction Committee hourly fees | 1,425 | 2024 incremental hourly fees |
| Total Fees Earned (Kelly) | 78,925 | Matches itemized fees above |
Performance Compensation (Independent Director – 2024)
| Award | Grant date | Quantity | Grant‑date fair value ($) | Vesting | Performance link |
|---|---|---|---|---|---|
| Restricted Stock | Jun 1, 2024 | 12,254 | 168,000 (Kelly) | Vests Jun 1, 2025 | Time‑based (no specific KPIs) |
| Stock Options | Jun 1, 2024 | 8,672 | 72,000 (Kelly) | Vests Jun 1, 2025; 10‑yr term; exercise price = prior day close | Requires stock price appreciation (market‑based value) |
Equity plan protections and alignment features relevant to director grants: clawback policy tied to financial restatements; double‑trigger change‑in‑control vesting; prohibition on repricing without stockholder approval; no tax gross‑ups; minimum 1‑year vesting (post‑amendment), with limited exceptions; prohibitions on liberal share recycling.
Other Directorships & Interlocks
| Company | Relationship to NEO | Potential conflict noted |
|---|---|---|
| Amicus Therapeutics; DMC Global; Prime Medicine | Kelly serves as outside director | None disclosed as related party transactions; Company reports no related party transactions requiring Item 404 disclosure since start of last fiscal year. |
Expertise & Qualifications
- Designated audit committee financial expert; deep experience in financial reporting, controls, and auditor oversight.
-
20 years senior leadership in global life sciences (Amgen), spanning strategic finance and operations; additional experience at Biogen, Tanox, Monsanto Life Sciences; founder of life sciences consultancy (Sentry Hill).
- Strategic competencies matrix highlights finance, strategy/M&A, risk management, HR/organization, IT/cybersecurity, and legal/governance among Board skills held (Board tenure 4.5 years).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (3/24/2025) | 59,927 shares; <1% of class |
| Unvested restricted stock (12/31/2024) | 12,254 shares |
| Options outstanding (12/31/2024) | 8,672 options |
| Director stock ownership guideline | 3.0x annual board compensation (5‑yr window) |
| Compliance status (Board‑wide) | All directors compliant or not yet required as of 12/31/2024 |
| Hedging/Pledging | Prohibited under policy |
Governance Assessment
- Strengths for investor confidence: Independent Audit Chair with SEC “financial expert” designation; robust risk oversight mandate (including cybersecurity); documented 2024 attendance threshold met; strong ownership alignment via 3x guideline and retention; no hedging/pledging; clawback in place; no related‑party transactions disclosed.
- Compensation structure (directors): Balanced cash retainer plus annual equity to align interests; simple time‑based vesting for RS and options; clear committee fee schedule; incremental ad hoc fees are de minimis.
- Watch items: Say‑on‑pay support was 69.54% in 2024 (improved vs. 2023 but below typical >80% norms), prompting expanded stockholder engagement and program adjustments (e.g., enhanced disclosure, increased performance‑linked equity via premium‑priced options at the executive level); continued monitoring of responsiveness advisable.
- Capacity/overboarding: Kelly sits on three other public boards; the company states it continuously evaluates director capacity in its governance practices. No attendance issues disclosed in 2024.
Overall, Michael A. Kelly’s independence, financial expertise, and leadership of the Audit & Finance Committee support board effectiveness and risk oversight at NeoGenomics, with strong alignment mechanisms (ownership guidelines, hedging ban, clawback). Limited red flags identified; ongoing attention to investor feedback on executive pay remains prudent.