Not independent
Tenure on this board
13.2 yrs
Also a director at
Davita Inc (DVA)
11 nominees · 3 ballot items.
Elect eleven directors; approve, on a non-binding advisory basis, the compensation of the named executive officers; and ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
Election of eleven director nominees named in the proxy statement to hold office until the next annual meeting of shareholders.
Non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
This non-binding advisory proposal asks shareholders to approve the compensation of Labcorp’s named executive officers as disclosed in the 2026 Proxy Statement. Management seeks this advisory approval to validate its compensation framework, which it describes as pay-for-performance and heavily weighted toward variable and long-term equity incentives (approximately 60% performance shares, 20% options, 20% RSUs) to align executives with shareholder value creation. The proposal reflects the Board’s view that the CHC Committee’s design of annual and long-term incentives — including the Labcorp Bonus Plan (LBP) with an ESG/Strategic Objectives modifier, multi-year performance share cycles measured on cumulative EPS and revenue with a relative TSR modifier, and robust stock ownership guidelines — appropriately balances short‑ and long-term performance objectives. Management emphasizes the program’s governance features (clawback policy, no hedging or pledging, capped annual incentives, double-trigger change-in-control vesting) and notes strong historical shareholder support (~92% average say-on-pay support over five years). Adoption would be advisory (non-binding) but is used by the CHC Committee to inform future compensation decisions and program evolution. The Board recommends a FOR vote because it believes the program incentivizes sustainable growth, aligns pay with strategic priorities, and incorporates shareholder feedback. Key contextual matters include the Company’s solid 2025 financial performance (revenues, adjusted EPS, and free cash flow growth), the spin-off adjustments to prior award targets, and the use of a peer group for relative TSR assessment. Potential investor concerns typically focus on quantum of pay, perquisites (notably corporate aircraft and security-related travel for the CEO), and severance/change-in-control arrangements; management addresses these with disclosure, limits (e.g., no tax gross-ups, cap on severance multiples absent shareholder approval), and the Recoupment Policy. In evaluating the proposal, sophisticated investors should weigh the alignment mechanisms and performance outcomes (e.g., 2023–2025 performance shares paid at 200% of target) against pay levels and governance features to determine whether the advisory approval signals sufficient shareholder alignment and oversight.
Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 5,376,120 | $1.4B |
| 2 | VICTORY CAPITAL MANAGEMENT INC | 5.5% | 4,518,201 | $1.2B |
| 3 | STATE STREET CORP | 4.7% | 3,863,171 | $1.0B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 3,680,661 | $982M |
| 5 | BlackRock, Inc. | 3.3% | 2,688,990 | $717M |
| 6 | Select Equity Group, L.P. | 2.7% | 2,174,785 | $580M |
| 7 | Allspring Global Investments Holdings, LLC | 2.6% | 2,164,042 | $590M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 1,919,208 | $510M |
| 9 | BlackRock, Inc. | 2.1% | 1,696,347 | $453M |
| 10 | Boston Partners | 2.0% | 1,631,088 | $436M |
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