Stephen M. Kanovsky
NEOGENOMICSAbout Stephen M. Kanovsky
Independent director since July 2017; age 62; Chair of the Nominating & Corporate Governance Committee and member of the Compliance Committee. Former Deputy General Counsel and Chief Commercial Counsel at GE HealthCare (2012–2024), with 25+ years’ legal/compliance experience in global life sciences; prior involvement with Clarient, Inc. before its acquisition by NeoGenomics. Education: BA (University of Pennsylvania), MS Pharmacology (Temple University School of Pharmacy), JD (Temple University School of Law), MBA (Saint Joseph’s University Haub School of Business). Independence affirmed by the Board for 2024; directors met executive-session practices and stock ownership/anti-hedging policies. Attendance: each incumbent director attended ≥75% of Board and applicable committee meetings in 2024; annual meeting attendance was 9 directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE HealthCare | Deputy General Counsel & Chief Commercial Counsel | 2012–2024 | Led global legal/commercial counsel functions across diagnostics and life sciences; brings compliance and regulatory expertise to NEO board. |
| Clarient, Inc. | Prior involvement (pre-NEO acquisition) | Pre-2015 | Experience with oncology diagnostics integration relevant to NEO’s strategy. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Kanovsky. |
Board Governance
- Committee assignments (as of April 8, 2025): Chair, Nominating & Corporate Governance; Member, Compliance. Both committees comprise solely independent directors.
- Committee responsibilities and 2024 meeting cadence:
- Compliance Committee: Oversight of healthcare compliance program (policies, investigations, Chief Compliance Officer appointments), Code of Conduct implementation; 5 meetings in 2024.
- Nominating & Corporate Governance: Board composition/refresh, independence determinations, ESG oversight, investor engagement; 4 meetings in 2024.
- Independence: Eight of nine nominees independent; all core committees comprised solely of independent directors.
- Executive sessions of independent directors held regularly.
- Attendance: Each incumbent director attended ≥75% of Board and applicable committee meetings; Board held 4 regular and 6 special meetings in 2024.
Fixed Compensation
| Component | Policy/Amount | 2024 Actual for S.M. Kanovsky |
|---|---|---|
| Annual Board cash retainer | $50,000 | Included in cash fees total |
| Committee membership cash fees | Compliance member $5,000; Nominating member $5,000 | Included in cash fees total; Kanovsky served as Compliance member |
| Committee chair cash fees | Nominating chair $10,000 | Included in cash fees total; Kanovsky served as Nominating chair |
| Ad hoc committee fees | Special Litigation Committee hourly; Succession Committee hourly; Transaction Committee hourly | 2024: $900 (Special Litigation Committee) and $6,150 (Succession Committee) |
| Total cash fees paid (2024) | — | $72,050 |
Performance Compensation
| Equity Element | 2024 Grant Structure | Vesting | 2024 Grant Values for S.M. Kanovsky |
|---|---|---|---|
| Restricted Stock | Annual grant to independent directors | Vests June 1, 2025 | $168,000 grant-date fair value; 12,254 shares granted to each independent director |
| Stock Options | Annual grant to independent directors | Vests June 1, 2025 | $72,000 grant-date fair value; 8,672 options granted to each independent director |
- Performance metrics tied to director comp: Not used; director equity was time-based (no PSUs).
Other Directorships & Interlocks
- Compensation committee interlocks: None; no cross-board executive/committee interlocks disclosed.
- Current public boards: None disclosed for Kanovsky.
Expertise & Qualifications
- Strategic competencies per Board Matrix: Legal/Governance/Business Conduct; Strategy/M&A; Risk Management; Sustainability; Public Policy/Regulatory Affairs.
- Domain expertise: Life sciences compliance, pharma/diagnostics commercialization, healthcare regulatory frameworks.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 69,756 shares (includes rights exercisable within 60 days) |
| Ownership as % of outstanding | <1% of class |
| Options exercisable within 60 days | 33,666 shares acquirable within 60 days |
| Unvested director equity outstanding (12/31/2024) | 12,254 restricted shares; 8,672 options |
| Ownership guidelines | Directors must hold stock equal to 3.0x annual compensation; all Board members in compliance or not yet required based on appointment date as of 12/31/2024 |
| Hedging/Pledging | Prohibited under insider trading and governance policies |
Governance Assessment
- Strengths: Independent status; chairing Nominating & Governance during a period of board refresh and ESG oversight; direct healthcare compliance experience; active engagement on special committees (Succession and Special Litigation) indicating high involvement; adherence to ownership guidelines and anti-hedging policies.
- Compensation alignment: Director pay mix includes meaningful equity, with standardized time-based vesting; cash fees reflect chair and committee service plus targeted ad hoc responsibilities.
- Shareholder sentiment signal: 2024 say-on-pay support at 69.54% prompted enhanced outreach and compensation design adjustments; governance committees continued investor engagement in 2024–2025.
- Related-party/conflicts: No related party transactions requiring disclosure in the last fiscal year; Compliance Committee charter includes conflict confirmations for Board and NEOs.
- RED FLAGS: None disclosed specific to Kanovsky (no pledging, no related-party transactions, attendance threshold met). Monitor say-on-pay trajectory and ongoing committee oversight as broader governance signals.