Effective May 25, 2023, the Company adopted the NeoGenomics, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) as approved by the Board of Directors on March 28, 2023 and the Company’s stockholders on May 25, 2023. The 2023 Plan replaced the NeoGenomics, Inc. Amended and Restated Equity Incentive Plan, as most recently amended and subsequently approved by the stockholders on May 25, 2017 (the “Prior Plan”). The 2023 Plan allows for the award of equity incentives including stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, and other stock-based awards to certain employees, directors, or officers of, or key non-employee advisers or consultants, including contracted physicians to the Company or its subsidiaries. The 2023 Plan provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the 2023 Plan is 3,975,000. Additionally, effective May 25, 2023, any remaining unissued shares from the Prior Plan are available for the grant of new awards under the 2023 Plan, bringing the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance to 29,600,000.

As of December 31, 2024 and 2023, a total of approximately 5.3 million and 7.6 million shares, respectively, were available for future option and stock awards under the 2023 Plan. Options typically expire after 7 or 10 years and generally vest over 3 or 4 years. Each grant’s expiration, vesting, and exercise price provisions are determined at the time the awards are granted by the Compensation Committee of the Board of Directors.

The fair value of each stock award granted during the years ended December 31, 2024, 2023 and 2022 were estimated as of the grant date using a Black-Scholes model. Weighted average assumptions used during the years ended December 31, 2024, 2023 and 2022 are as follows:


	2024	2023	2022
Expected term (in years)	5.1 – 6.5	4.0 – 6.5	3.0 – 5.5
Risk-free interest rate (%)	3.5% - 4.6%	3.3% - 4.7%	1.4% - 4.5%
Expected volatility (%)	54.9% - 64.6%	53.3% - 67.9%	41.9% - 66.7%
Dividend yield (%)	—	—	—
Weighted average fair value/share at grant date	$8.91	$9.03	$6.42


	Number of Shares	Weighted Average Exercise Price		Weighted-Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021	2,961,195	$	25.46	3.79	$	36,065
Granted	4,494,333	$	14.49
Exercised	(949,259)	$	10.87		$	6,050
Forfeited	(2,291,652)	$	26.50
Outstanding at December 31, 2022	4,214,617	$	16.48	5.55	$	1,375
Granted	1,679,860	$	17.11
Exercised	(279,148)	$	10.79		$	1,373
Forfeited	(1,234,230)	$	20.77
Outstanding at December 31, 2023	4,381,099	$	15.87	5.56	$	15,568
Granted	1,681,742	$	15.01
Exercised	(412,442)	$	8.80		$	2,159
Forfeited	(419,137)	$	16.06
Outstanding at December 31, 2024	5,231,262	$	16.14	5.90	$	14,701
Exercisable at December 31, 2024	1,883,668	$	18.94	4.07	$	5,691
Vested and expected to vest at December 31, 2024	5,231,262	$	16.14	5.90	$	14,701

The total cash proceeds received from the exercise of stock options were approximately $3.6 million, $3.0 million and $10.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. The total fair value of option shares vested during the years ended December 31, 2024, 2023 and 2022 was approximately $8.6 million, $6.2 million and $8.3 million, respectively.

The Company recognizes stock-based compensation expense using the straight-line basis over the awards’ requisite service periods. As of December 31, 2024, there was approximately $11.7 million of total unrecognized stock-based compensation cost related to nonvested stock options granted under the 2023 Plan, the Form of Stand-Alone Inducement Restricted Stock Agreement and Form of Stand-Alone Inducement Stock Option Agreement entered into by the Company and Mr. Christopher M. Smith (collectively, the “CEO Inducement Award”), and the Form of Stand-Alone Inducement Restricted Stock Agreement and Form of Stand-Alone Inducement Stock Option Agreement entered into by the Company and Mr. Jeffrey S. Sherman (collectively, the “CFO Inducement Award”). This cost is expected to be recognized over a weighted-average period of 1.4 years.


	Number of Restricted Shares	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2021	851,403	$	36.00
Granted	2,865,727	$	14.16
Vested	(413,747)	$	33.19
Forfeited	(1,308,522)	$	24.57
Nonvested at December 31, 2022	1,994,861	$	12.71
Granted	1,006,698	$	16.84
Vested	(624,806)	$	13.89
Forfeited	(414,834)	$	15.58
Nonvested at December 31, 2023	1,961,919	$	13.83
Granted	1,061,191	$	15.03
Vested	(672,177)	$	14.27
Forfeited	(186,862)	$	14.22
Nonvested at December 31, 2024	2,164,071	$	14.25

As of December 31, 2024, there was approximately $13.4 million of total unrecognized stock-based compensation cost related to nonvested restricted stock granted under the 2023 Plan, the CEO Inducement Award and the CFO Inducement Award. This cost is expected to be recognized over a weighted-average period of 1.4 years.

The Company granted 194,257 PSUs subject to a performance condition and 194,256 PSUs subject to a market condition with an aggregated grant date fair value of approximately $3.1 million and $3.6 million, respectively, for the year ended December 31, 2024. If the performance targets are achieved, the awards will vest at the end of the three-year requisite service period so long as the employee remains employed with the Company through the applicable vesting date. For PSUs subject to a performance condition, compensation cost is recognized straight-line over the requisite service period if the achievement of the performance condition is probable. As of December 31, 2024, the Company has determined it is probable that the performance condition will be met. For PSUs subject to a market condition, compensation cost is recognized straight-line over the requisite service period, regardless of when, if ever, the market condition is satisfied.

The fair value of each PSU granted and subject to a market condition during the year ended December 31, 2024 was estimated as of the grant date using a Monte Carlo simulation with the following assumptions:


			2024
Expected term (in years)			3.0
Risk-free interest rate (%)			4.5% - 4.7%
Expected volatility (%)			71.3% - 72.2%
Dividend yield (%)			—
Weighted average grant date fair value per share			$17.43

For the year ended December 31, 2024, the Culture and Compensation Committee of the Company’s Board of Directors approved the accelerated vesting of 69,049 previously granted time-vesting stock option awards and 41,693 previously granted time-vesting restricted stock awards upon the exit of certain officers of the Company. The Company accounted for the effects of the stock awards as modifications, and recognized $0.6 million of stock-based compensation upon acceleration, which consisted of $0.3 million and $0.3 million for the acceleration of stock option awards and restricted stock awards, respectively, for the year ended December 31, 2024. These amounts are included in stock compensation expense for the year ended December 31, 2024 and are recorded as general and administrative expenses in the Consolidated Statements of Operations.

For the year ended December 31, 2023, the Culture and Compensation Committee of the Company’s Board of Directors approved the accelerated vesting of 101,937 previously granted time-vesting stock option awards and 61,746 previously granted time-vesting restricted stock awards upon the exit of certain officers of the Company. The Company accounted for the effects of the stock awards as modifications, and recognized $0.9 million of stock-based compensation upon acceleration, which consisted of $0.3 million and $0.6 million for the acceleration of stock option awards and restricted stock awards, respectively, for the year ended December 31, 2023. These amounts are included in stock compensation expense for the year ended December 31, 2023 and are recorded as general and administrative expenses in the Consolidated Statements of Operations.

The Company sponsors an Employee Stock Purchase Plan (“ESPP”), under which eligible employees can purchase common stock at a 15.0% discount from the fair market value. Stock-based compensation expense related to the ESPP for the years ended December 31, 2024, 2023 and 2022 was approximately $1.0 million, $1.0 million and $1.0 million, respectively. Shares issued pursuant to this plan were 312,444, 326,697 and 415,450 for each of the years ended December 31, 2024, 2023 and 2022, respectively.