NeoGenomics insider Olivo files Form 4 showing tax-related surrender and major 2025 awards
Rhea-AI Filing Summary
Alicia C. Olivo, EVP, General Counsel & Business Development of NeoGenomics, reported a Form 4 reflecting a tax-related surrender and extensive outstanding equity awards. On 09/01/2025 she surrendered 1,666 shares to NeoGenomics to satisfy tax withholding upon the vesting of restricted stock, leaving 47,940 shares of common stock beneficially owned. The filing lists multiple stock options, restricted stock units (RSUs) and performance stock units (PSUs) across grants from 2019 through 2025, including large awards on 02/21/2025 of 107,450 options and 63,238 RSUs. Several PSUs have maximum payout caps (e.g., 19,508 target with 29,262 max; 25,330 target with 37,996 max) tied to share-price and revenue goals. Many options vest ratably over 3–4 years and, once vested, shares do not expire.
Positive
- Executive alignment with shareholders via large RSU and PSU grants tied to share-price and revenue performance
- Retention-focused vesting schedules (ratable vesting over 3–4 years) encourage long-term service
- Transparent disclosure of grant sizes, exercise prices, vesting and PSU maximum payouts
Negative
- Potential dilution from sizable outstanding option grants, notably 107,450 options from 02/21/2025
- Immediate reduction in direct holdings as 1,666 shares were surrendered to cover tax obligations
Insights
TL;DR: Insider equity compensation increased potential dilution but aligns executive pay with company performance.
The Form 4 shows routine tax-surrender of vested RSUs and a concentrated mix of long-dated options, RSUs and PSUs. The Feb 21, 2025 grants (107,450 options and 63,238 RSUs) materially increase potential future share issuance if vested and exercised. PSUs include stretch targets with specified maximums, linking pay to share-price and revenue growth. For investors, the key metrics are the large outstanding option pool and the performance-based components that could accelerate dilution if targets are met.
TL;DR: Compensation structure emphasizes retention and pay-for-performance, with customary tax-withholding mechanics.
The surrender of 1,666 shares to satisfy tax obligations is standard. Vesting schedules (3–4 years) and performance conditions for PSUs indicate alignment with long-term objectives and shareholder interests. Disclosure is thorough: grant dates, exercise prices, vesting treatment and PSU caps are specified. Governance considerations include monitoring aggregate executive dilution and ensuring PSU performance metrics remain challenging and transparent.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 1,666 | $0.00 | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Performance Stock Unit | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Performance Stock Unit | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
Footnotes (1)
- Shares surrendered to NeoGenomics, Inc. for retirement to satisfy the tax obligations in connection with the September 1, 2025 vesting of restricted stock. On September 30, 2019, Ms. Olivo was granted 1,394 stock options. The options vest ratably over the first four anniversary dates of the grant date. On May 1, 2020, Ms. Olivo was granted 1,024 stock options. The options vest ratably over the first four anniversary dates of the grant date. On May 1, 2021, Ms. Olivo was granted 516 stock options. The options vest ratably over the first four anniversary dates of the grant date. On August 1, 2021, Ms. Olivo was granted 1,117 stock options. The options vest ratably over the first four anniversary dates of the grant date. On May 1, 2022, Ms. Olivo was granted 22,222 stock options. The options vest ratably over the first four anniversary dates of the grant date. On September 1, 2022, Ms. Olivo was granted 55,332 stock options. The options vest ratably over the first four anniversary dates of the grant date. On May 11, 2023, Ms. Olivo was granted 36,508 stock options. The options vest ratably over the first three anniversary dates of the grant date. On May 11, 2023, Ms. Olivo was granted 19,508 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date. Once vested, the shares of common stock are not subject to expiration. On May 11, 2023, Ms. Olivo was granted 19,508 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is29,262. The number of performance stock units that may vest is based on the achievement of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at theapplicable measurement dates, subject to continued service with the Company. On February 23, 2024, Ms. Olivo was granted 42,344 stock options. The options vest ratably over the first three anniversary dates of the grant date. On February 23, 2024, Ms. Olivo was granted 25,330 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is37,996. 50% of the number of performance stock units that may vest is based on the achievement of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period atthe applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based on the achievement of certain revenue growth goals based on the achievement of thecumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company. On February 23, 2024, Ms. Olivo was granted 25,329 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date. This stock option was granted as a premium-price stock option. To calculate the premium exercise price we used the closing price on February 20, 2025 and multiplied by 110%. On February 21, 2025, Ms. Olivo was granted 107,450 stock options. The options vest ratably over the first three anniversary dates of the grant date. On February 21, 2025, Ms. Olivo was granted 63,238 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.
