Neil Gunn
NEOGENOMICSAbout Neil Gunn
Dr. Neil Gunn (age 64) has served as an independent director of NeoGenomics since June 2023 and is Chair of the Innovation, Pipeline & Technology Committee; he is a veteran diagnostics executive with deep expertise in oncology diagnostics, next-generation sequencing, and commercialization across multinational and startup settings . In 2024 he served on three board committees (Innovation, Pipeline & Technology; Culture & Compensation; Nominating & Corporate Governance) and met the company’s independence standard under Nasdaq rules . His recent roles include Interim CEO of Genetic Signatures (Apr–Oct 2024) and CEO of IDbyDNA (acquired by Illumina in 2022), following tenure as President of Roche Sequencing Solutions (2015–2021) where he scaled the organization to >900 employees and integrated nine acquisitions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genetic Signatures | Interim Chief Executive Officer | Apr 2024–Oct 2024 | Interim leadership; external role disclosed in proxy biography |
| IDbyDNA | Chief Executive Officer | to 2022 | Led company through acquisition by Illumina in 2022 |
| Roche Sequencing Solutions (RSS) | President | Jan 2015–Mar 2021 | Scaled to >900 employees across three continents; integrated nine acquisitions; unified vision/strategy |
| Roche Molecular Diagnostics | Head of Global Business | prior to 2015 | Drove strategic plan with 140+ major assay/instrument/software launches over six years |
| CaridianBCT | Vice President, Commercial Operations | earlier career | Commercial leadership in blood technologies |
| Novartis Diagnostics | VP, Commercial Operations – Americas | earlier career | Regional commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships (outside NEO) | — | — | None disclosed in the proxy biography |
| Private company/other roles | Interim CEO (Genetic Signatures); CEO (IDbyDNA) | Recent | Executive roles disclosed; no other public boards listed for Dr. Gunn |
Board Governance
- Committee assignments (as of Apr 8, 2025): Chair, Innovation, Pipeline & Technology; Member, Culture & Compensation; Member, Nominating & Corporate Governance .
- Independence: The Board determined all directors except the CEO (Mr. Smith) were independent during 2024; all members of Gunn’s committees are independent under Nasdaq rules .
- Attendance and engagement: The Board held 4 regular and 6 special meetings in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings; 9 directors attended the May 23, 2024 annual meeting .
- Committee oversight scope: Innovation Committee oversees R&D/technology alignment with strategy, pipeline investment priorities, measurement/controls, compliance, IP risk, and scientific advisory board engagement (3 meetings in 2024) . Culture & Compensation oversees CEO/executive and director pay, succession planning, human capital/culture, and compensation risk (5 meetings in 2024) . Nominating & Governance oversees ESG, Board composition, independence determinations, director recruitment/evaluation (4 meetings in 2024) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Innovation, Pipeline & Technology | Chair | 3 |
| Culture & Compensation | Member | 5 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $50,000 | Standard cash retainer paid quarterly, pro-rated as applicable |
| Committee fees – Culture & Compensation (member) | $7,500 | Annual cash; paid quarterly; pro-rated as applicable |
| Committee fees – Innovation, Pipeline & Technology (chair) | $10,000 | Annual cash; paid quarterly; pro-rated as applicable |
| Committee fees – Nominating & Governance (member) | $5,000 | Annual cash; paid quarterly; pro-rated as applicable |
| Ad hoc Special Litigation Committee fees | $900 | Hourly cash fee for service (2024) |
| Ad hoc Succession Committee fees | $2,700 | Hourly cash fee for service (2024) |
| Fees Earned or Paid in Cash (total) | $74,864 | Reported total cash for 2024; includes retainer, committee fees, and ad hoc fees |
Performance Compensation
| Equity Award (2024) | Grant Date | Quantity | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock | Jun 1, 2024 | 12,254 shares | $168,000 | Vests Jun 1, 2025 |
| Stock options | Jun 1, 2024 | 8,672 options | $72,000 | Vests Jun 1, 2025; exercise price equal to closing price day prior to grant |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| PSUs / performance-based vesting | None disclosed; director equity awards are time-based vesting restricted stock and options |
- Timing and pricing safeguards: Options are granted with exercise price equal to the closing price the day prior to grant; awards are not timed around material nonpublic information per grant-timing policy .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Dates |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Dr. Gunn |
- Compensation committee interlocks: The company reports no interlocks involving its executive officers and other entities’ compensation committees (no reciprocal arrangements) .
Expertise & Qualifications
- Strategic/commercial and technical depth: Proven record leading diagnostics organizations and commercialization (Roche Sequencing Solutions; Roche Molecular Diagnostics; CaridianBCT; Novartis Diagnostics) and startup leadership (IDbyDNA) .
- Domain knowledge: Oncology diagnostics, next-generation sequencing, technology pipeline development, and R&D governance; Board competencies matrix reflects strengths in Strategy/Business Development/M&A, Sales/Marketing, and Research & Development .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Date |
|---|---|---|---|
| Dr. Neil Gunn | 11,336 | <1% | As of Mar 24, 2025 |
| Unvested Awards Outstanding (12/31/2024) | Quantity |
|---|---|
| Restricted stock (unvested) | 12,254 |
| Options (underlying shares) | 8,672 |
- Ownership alignment policies: Independent directors must hold company stock equal to 3.0x annual compensation within five years; directors not yet compliant must retain specified net shares from vesting/exercises until guidelines are met; as of Dec 31, 2024, all board members were either in compliance or not yet required due to appointment date .
- Hedging/pledging: Insider trading policy prohibits hedging via derivatives/structures that separate risk from ownership; no specific pledging disclosures for Dr. Gunn were noted .
Governance Assessment
- Strengths: Independent director with chair role on technology/pipeline oversight; active participation across three committees; attendance ≥75% threshold; compensation structure balanced with equity ($240k grant-date fair value) aligning director and shareholder interests; no related-party transactions disclosed .
- Incentive alignment: Time-based equity plus ownership guidelines and anti-hedging policy support alignment; option exercise priced at market; grant timing controls mitigate MNPI risks .
- Potential watchpoints: Additional ad hoc committee fees (total $3,600 in 2024) are modest but warrant monitoring for expanding board workload; no other public board interlocks disclosed; ensure continued transparency on director share ownership guideline compliance as vesting occurs in 2025 .
RED FLAGS: None identified in the proxy related to related-party transactions, hedging, or compensation interlocks; Board reports no related-party transactions requiring disclosure and prohibits hedging .