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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2021
Share-based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation Stock Options On May 27, 2021, the stockholders of the Company approved an amendment to the Equity Incentive Plan, originally effective as of October 14, 2003, and previously amended and restated and approved by the stockholders on December 21, 2015, and then again on May 25, 2017 (the “Amended Plan”). The Amended Plan allows for the award of equity incentives, including stock options, stock appreciation rights, restricted stock awards, stock bonus awards, deferred stock awards, 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 Amended Plan provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the Amended Plan is 25,625,000. As of December 31, 2021 and 2020, stock options outstanding totaled 3.0 million and 3.8 million shares, respectively. As of December 31, 2021 and 2020, a total of approximately 6.8 million and 1.0 million shares, respectively, were available for future option and stock awards under the Amended Plan. Options typically expire after 5 or 7 years and generally vest over 3 or 4 years, but 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 year ended December 31, 2021 was estimated as of the grant date using a Black-Scholes model. The fair value of each stock option award granted during the years ended December 31, 2020 and 2019 was estimated as of the grant date using a trinomial lattice model. Weighted average assumptions used during the years ended December 31, 2021, 2020, and 2019 are as follows:
| 2021 |  | 2020 |  | 2019
Expected term (in years) | 1.2 – 5.5 |  | 3.8 – 5.5 |  | 3.0 – 5.5
Risk-free interest rate (%) | 0.7 | % |  | 0.7 | % |  | 2.4 | %
Expected volatility (%) | 45.1 | % |  | 42.7 | % |  | 43.2 | %
Dividend yield (%) | — |  |  | — |  |  | — |
Weighted average fair value/share at grant date | $ | 18.87 |  |  | $ | 8.88 |  |  | $ | 5.77 |
The status of the stock options are summarized as follows:
| Number of Shares |  | Weighted Average Exercise Price
Outstanding at December 31, 2018 | 6,839,417 |  |  | $ | 7.63 |
Granted | 969,720 |  |  | 19.70 |
Exercised | (2,309,451) |  |  | 6.83 |
Forfeited | (180,927) |  |  | 13.34 |
Outstanding at December 31, 2019 | 5,318,759 |  |  | 9.97 |
Granted | 845,120 |  |  | 28.33 |
Exercised | (2,310,934) |  |  | 7.96 |
Forfeited | (67,004) |  |  | 16.37 |
Outstanding at December 31, 2020 | 3,785,941 |  |  | 15.21 |
Granted | 1,232,056 |  |  | 42.13 |
Exercised | (1,372,564) |  |  | 9.97 |
Forfeited | (684,238) |  |  | 29.70 |
Outstanding at December 31, 2021 | 2,961,195 |  |  | 25.46 |
Exercisable at December 31, 2021 | 1,668,356 |  |  | 15.29 |
The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2021, as well as options granted, vested, and forfeited during the year were as follows:
| Number of Options |  | Weighted Average Grant Date Fair Value
Non-vested at December 31, 2020 | 2,163,809 |  |  | $ | 6.07 |
Granted | 1,232,056 |  |  | 18.87 |
Vested | (1,421,042) |  |  | 8.17 |
Forfeited | (681,984) |  |  | 9.58 |
Non-vested at December 31, 2021 | 1,292,839 |  |  | 13.93 |
The following table summarizes information about the options outstanding at December 31, 2021:
|  | Options Outstanding |  | Options Exercisable
Range of Exercise Prices ($) |  | Number Outstanding |  | Weighted Average Remaining Contractual Life (Years) |  | Weighted Average Exercise Price |  | Number Exercisable |  | Weighted Average Remaining Contractual Life (Years) |  | Weighted Average Exercise Price
7.27 – 8.21 |  | 638,040 |  |  | 0.95 |  | $ | 7.86 |  |  | 638,040 |  |  | 0.95 |  | $ | 7.86 |
8.22 – 19.76 |  | 701,148 |  |  | 1.89 |  | 15.53 |  |  | 618,439 |  |  | 1.80 |  | 15.07 |
19.77 – 27.97 |  | 359,217 |  |  | 4.85 |  | 24.22 |  |  | 112,799 |  |  | 4.68 |  | 23.30 |
27.98 – 43.49 |  | 612,500 |  |  | 5.59 |  | 31.47 |  |  | 298,980 |  |  | 5.19 |  | 28.57 |
43.50 – 55.40 |  | 650,290 |  |  | 6.33 |  | 48.46 |  |  | 98 |  |  | 5.99 |  | 55.40 |
|  | 2,961,195 |  |  | 3.79 |  | 25.46 |  |  | 1,668,356 |  |  | 2.28 |  | 15.29 |
As of December 31, 2021, the aggregate intrinsic value of all stock options outstanding and expected to vest was approximately $36.1 million and the aggregate intrinsic value of currently exercisable stock options was approximately $31.6 million. The intrinsic value of each option share is the difference between the fair market value of NeoGenomics’ common stock and the exercise price of such option share to the extent it is “in-the-money.” Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $34.12 closing stock price of the Company’s common stock on December 31, 2021, the last trading day of 2021. The total number of in-the-money options outstanding and exercisable as of December 31, 2021 was approximately 1.7 million. The total intrinsic value of options exercised during each of the years ended December 31, 2021, 2020, and 2019 was approximately $46.7 million, $68.6 million and $35.3 million, respectively. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option holder to exercise the options. The total cash proceeds received from the exercise of stock options were approximately $13.7 million, $18.4 million and $12.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. The total fair value of options granted during the years ended December 31, 2021, 2020, and 2019 was approximately $23.2 million, $7.5 million and $5.6 million, respectively. The total fair value of option shares vested during the years ended December 31, 2021, 2020, and 2019 was approximately $11.7 million, $5.2 million and $5.5 million, respectively. The Company recognizes stock-based compensation expense using the straight-line basis over the awards’ requisite service periods. Stock compensation expense related to stock options for the years ended December 31, 2021, 2020, and 2019 was approximately $11.6 million, $6.0 million and $6.8 million, respectively, and is included in general and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2021, there was approximately $10.8 million of total unrecognized stock-based compensation cost related to non-vested stock options granted under the Amended Plan. This cost is expected to be recognized over a weighted-average period of 2.1 years. Restricted Stock Awards The number of shares and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2021, 2020, and 2019, as well as stock awards granted, vested, and forfeited during the year were as follows:
| Number of Restricted Shares |  | Weighted Average Grant Date Fair Value
Nonvested at December 31, 2018 | 282,508 |  |  | $ | 9.01 |
Granted | 230,980 |  |  | 19.93 |
Vested | (115,711) |  |  | 9.36 |
Forfeited | (62,479) |  |  | 12.53 |
Nonvested at December 31, 2019 | 335,298 |  |  | 15.75 |
Granted | 149,012 |  |  | 28.45 |
Vested | (184,127) |  |  | 12.90 |
Forfeited | (8,292) |  |  | 20.75 |
Nonvested at December 31, 2020 | 291,891 |  |  | 23.82 |
Granted | 936,648 |  |  | 39.52 |
Vested | (213,777) |  |  | 32.83 |
Forfeited | (163,359) |  |  | 38.58 |
Nonvested at December 31, 2021 | 851,403 |  |  | 36.00 |
Stock compensation expense related to restricted stock for the years ended December 31, 2021, 2020, and 2019 was approximately $9.8 million, $3.4 million, and $2.6 million, respectively, and is included in general and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2021, there was approximately $24.3 million of total unrecognized stock-based compensation cost related to non-vested restricted stock granted under the Amended Plan. This cost is expected to be recognized over a weighted-average period of 2.6 years. During the third quarter of 2021, the Company granted certain senior-level executives performance stock units (“PSUs”) representing 356,548 common shares with a weighted average grant date fair value of $44.87 to vest upon the achievement of time-based service conditions with vesting through June 30, 2024, and certain performance goals, including financial performance targets and operational milestones. As of December, 30, 2021, these certain senior-level executives agreed to forfeit all of the granted PSUs. For the year ended December 31, 2021, no stock-based compensation related to the PSUs was recorded in the Consolidated Statements of Operations and the cancellation of these awards had no impact on the Consolidated Financial Statements. Concurrent with this forfeiture, these certain senior-level executives were granted restricted stock awards. These awards vest ratably over three years with the first tranche vesting on December 31, 2022. For the year ended December 31, 2021, expense related to these awards is included in stock-based compensation expense related to restricted stock. Modification of Stock Option and Restricted Stock Awards For the year ended December 31, 2021, the Culture and Compensation Committee of the Company’s Board of Directors approved the accelerated vesting of 284,597 previously granted time-vesting stock option awards and 101,574 previously granted time-vesting restricted stock awards upon retirement of a director of the Company. The Company accounted for the effects of the stock awards as a modification, and recognized $6.6 million of incremental stock-based compensation which consisted of $4.9 million and $1.7 million for the acceleration of stock option awards and restricted stock awards, respectively for the year ended December 31, 2021. Employee Stock Purchase Plan 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, 2021, 2020 and 2019 was approximately $1.1 million, $0.9 million and $0.6 million, respectively. Shares issued pursuant to this plan were 112,094, 138,309 and 141,908 for each of the years ended December 31, 2021, 2020, and 2019, respectively.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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