Warren C. Stone
NEOGENOMICSAbout Warren C. Stone
Warren C. Stone, 52, is President & Chief Operating Officer at NeoGenomics (appointed April 1, 2025), previously Chief Commercial Officer (April 2024) and President, Clinical Services (November 2022) . He holds an MBA from Suffolk University and a BASc in analytical chemistry from Technikon Witwatersrand, South Africa . Under his commercial leadership, NeoGenomics’ Clinical division delivered eight consecutive quarters of double-digit revenue growth, signaling strong execution against growth objectives; annual incentives are tied to revenue, Adjusted EBITDA, and strategic factors, with Stone’s 2024 bonus paid at 97% of salary (149% of target), reflecting outperformance versus goals . His compensation includes multi-year equity with TSR and revenue performance conditions, aligning pay with shareholder value creation and top-line growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ortho Clinical Diagnostics | President, Commercial Americas | 2020–2022 | Led commercial strategy in in-vitro diagnostics across the Americas |
| MilliporeSigma (Merck KGaA Life Science) | SVP, Research Commercial Americas | 2016–2020 | Drove commercial growth across research markets in the Americas |
| MilliporeSigma (Merck KGaA Life Science) | VP, Sales North America (Life Science) | 2014–2015 | Led North American sales organization |
| MilliporeSigma (Merck KGaA Life Science) | GM & VP, Lab Essentials (Germany) | 2012–2014 | Led global transformation to Advanced Analytics |
External Roles
No current external directorships or board committee roles disclosed for Stone in company filings (executive officer biography sections list internal roles only) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $525,000 effective Nov 21, 2022 | $525,000 | $580,000 effective Apr 26, 2024 |
| Target Bonus (% of Salary) | 50% (employment agreement) | 50% (employment agreement) | 65% (end of 2024) |
| Sign-on Cash Bonus ($) | $350,000 | — | — |
| Relocation Allowance ($) | — | $330,469 (grossed up) | — |
2025 role change: effective April 1, 2025, base salary increased to $650,000, target bonus to 70%, and target annual equity grant-date fair value to $3,000,000; plus an additional ~$1,000,000 equity grant and vesting adjustments to awards granted February 21, 2025 .
Performance Compensation
Annual Incentive (MIP) Design and Outcome (2024)
| Component | Weighting | Target Definition | Actual Outcome |
|---|---|---|---|
| Revenue | 40% | Corporate revenue performance | 2024 bonus paid at 97% of salary; 149% of target |
| Adjusted EBITDA | 40% | Corporate Adjusted EBITDA performance | 2024 bonus paid at 97% of salary; 149% of target |
| Strategic Critical Success Factors | 10% | Company-defined strategic objectives | 2024 bonus paid at 97% of salary; 149% of target |
| Individual Goals | 10% | Role-specific objectives | 2024 bonus paid at 97% of salary; 149% of target |
| Cash Incentive ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation | — | $546,800 | $561,730 |
Long-Term Incentives (Structure and 2024 Grants)
| Award Type | Grant Date(s) | Quantity/Value | Key Terms |
|---|---|---|---|
| Stock Options | 2/23/2024; 5/02/2024 | 42,344 (strike $16.45), 29,976 (strike $13.96) | 3-year ratable vesting starting 1-year after grant; 10-year term (exp. 2034) |
| Time-based RSAs | 2/23/2024; 5/02/2024 | 25,329; 17,908 shares | 3-year ratable vesting starting 1-year after grant |
| Performance RSAs (TSR) | 2/23/2024; 5/02/2024 | 12,665; 8,954 shares | Vest if TSR target met on year 1/2/3; if achieved, vest at end of 3-year service period |
| Performance RSAs (Revenue) | 2/23/2024; 5/02/2024 | 12,665; 8,954 shares | Vest based on cumulative revenue over FY2024–FY2026 period |
Options/RSAs from 2022–2023 also outstanding (see Equity Ownership & Alignment).
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Holder | Shares | % of Class |
|---|---|---|
| Warren C. Stone | 251,542 | <1% (asterisk in table denotes less than 1%) |
Outstanding Equity Awards (as of December 31, 2024)
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSAs (#) | Type |
|---|---|---|---|---|---|---|---|
| 12/01/2022 | Stock Options | 83,056 | 83,057 | 11.21 | 12/01/2029 | 44,604 | Time-based; 4-year ratable |
| 05/11/2023 | Stock Options | 17,989 | 35,980 | 19.65 | 05/11/2030 | 19,226 | Time-based; 3-year ratable |
| 02/23/2024 | Stock Options | — | 42,344 | 16.45 | 02/23/2034 | 25,329 | Time-based; 3-year ratable |
| 05/02/2024 | Stock Options | — | 29,976 | 13.96 | 05/02/2034 | 17,908 | Time-based; 3-year ratable |
| 02/23/2024 | Performance RSAs | — | — | — | — | 12,665 | TSR & revenue PSAs (50/50) |
| 05/02/2024 | Performance RSAs | — | — | — | — | 8,954 | TSR & revenue PSAs (50/50) |
As of 12/31/2024 closing price $16.48, Stone’s options at $11.21 and $13.96 were in-the-money; options at $16.45 were roughly at-the-money; options at $19.65 were out-of-the-money .
Vested vs Unvested Activity (2024)
| Metric | 2024 |
|---|---|
| Shares vested (RSAs) | 31,913; value realized $546,978; shares withheld for taxes |
Ownership Guidelines, Hedging/Pledging
- Executives must hold stock worth a multiple of salary within 5 years; CEO 3x, other NEOs 1x; as of 12/31/2024, all NEOs were either compliant or not yet required to be compliant . Average ownership for other NEOs was 2.8x salary .
- Company prohibits hedging or pledging of NeoGenomics stock .
Employment Terms
Standard Severance (Non-CIC) and Estimated Benefits as of 12/31/2024
| Component | Company Policy | Stone Estimated |
|---|---|---|
| Cash severance | 1x base salary + 1x target bonus | Base $580,000; Target $377,000 |
| COBRA benefits | Up to 12 months reimbursement | $20,213 |
| Equity | Accelerated vesting of time-based awards that would vest in next 12 months | 85,650 unvested options; $244,517; 46,327 RSAs; $763,469 (est. at $16.48) |
Change-in-Control (Double Trigger) and Estimated Benefits as of 12/31/2024
| Component | Company Policy | Stone Estimated |
|---|---|---|
| Cash severance | 2x base salary + 1x target bonus (non-CEO) | Base $1,160,000; Target $377,000 |
| COBRA benefits | Up to 12 months reimbursement | $20,213 |
| Equity | Accelerated vesting of all unvested awards | 239,994 unvested options; $1,146,390; 151,208 RSAs; $2,491,908 (est. at $16.48) |
Clawback Policy
Company adopted SEC/Nasdaq-compliant clawback policy requiring recovery of incentive compensation following an accounting restatement for covered executive officers (three-year lookback), subject to Nasdaq exceptions .
Additional Terms and Promotion (2025)
- Promotion to President & COO effective April 1, 2025, with compensation changes and incremental ~$1,000,000 equity grant; adjustments to vesting schedules for 2/21/2025 awards .
Multi-Year Compensation (Summary Compensation Table Rollup)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $40,385 | $525,000 | $562,516 |
| Bonus ($) | $350,000 (sign-on) | — | — |
| Stock Awards ($) | $1,000,000 | $1,030,398 | $1,381,166 |
| Option Awards ($) | $1,000,000 | $563,383 | $665,274 |
| Non-Equity Incentive ($) | — | $546,800 | $561,730 |
| All Other Compensation ($) | — | $343,669 | $13,800 |
| Total ($) | $2,390,385 | $3,009,250 | $3,184,486 |
Compensation Structure Analysis
- Shift toward PSUs: 2024 grants include TSR- and revenue-based performance RSAs, increasing at-risk equity tied to multi-year outcomes .
- Guaranteed vs at-risk mix: 2024 pay shows substantial variable components (cash incentive + equity), consistent with pay-for-performance philosophy .
- Discretionary/gross-up: Relocation allowance included a tax gross-up (shareholder-unfriendly; red flag) .
- Peer benchmarking/consultant: WTW engaged for market benchmarking and pay-versus-performance analysis; no consultant conflicts .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2023 | ~52% (improvement noted in 2024 narrative) |
| 2024 | 69.5% |
Company expanded engagement following prior low support, reinforcing pay-for-performance focus .
Employment & Contracts (Additional Disclosures)
- Employment agreement (Nov 2, 2022): initial base $525,000 and target bonus 50%; $2.0M new-hire equity (50% RSAs/50% options), each vesting ratably over 4 years; $350,000 sign-on cash; relocation benefit up to $250,000, grossed up .
- Base salary increased to $580,000 in April 2024; appointed Chief Commercial Officer .
- Severance/CIC terms summarized above; timing subject to executive agreement terms .
Investment Implications
- Alignment: High weighting on revenue and Adjusted EBITDA in annual incentives, plus multi-year TSR and revenue PSUs, supports pay-for-performance and long-term alignment; Stone’s 2024 payout at 149% of target indicates strong execution on financial and strategic metrics .
- Retention risk: Significant unvested equity across 2022–2024 grants with 3–4 year ratable vesting and double-trigger CIC protection suggests moderate-to-low voluntary departure risk; 2025 promotion increased equity targets, further reinforcing retention .
- Selling pressure: RSU vesting triggers share withholding for taxes (not open-market selling), and with option strikes mixed relative to $16.48 year-end price (ITM at $11.21/$13.96; OTM at $19.65), near-term forced selling pressure appears limited .
- Red flags: Relocation tax gross-up and historically low say-on-pay (improving to 69.5% in 2024) warrant monitoring for shareholder alignment and compensation governance .
- Signals: Performance-contingent PSUs linked to cumulative FY2024–FY2026 revenue and TSR milestones create potential catalysts around annual performance assessments and vesting checkpoints .