LABCORP HOLDINGS INC (LH)
Sector: Health Care
2026 Annual Meeting Analysis
LABCORP HOLDINGS INC · Meeting: May 21, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the members of the Company's Board of Directors
Anderson has served since 2006 with strong financial expertise (CPA, former CEO/CFO); LH's 3-year TSR of +34% outperforms the peer group median by +40.5pp, well below the 65pp trigger threshold for strong-positive TSR companies; she holds 3 outside public board seats (Worthington, Abercrombie, Sherwin-Williams) plus LH, which is within the company's own 5-board limit and just at the policy's 4-board overboarding threshold — the proxy confirms all directors are in compliance with the board's own commitments policy and she attended 100% of meetings.
Bulto joined the board in December 2025, less than 24 months before the meeting, so he is exempt from the TSR trigger under policy; he brings relevant pharmaceutical executive experience as President of Novartis US and holds no other public board seats.
Davis has served since December 2019 with strong financial expertise (CPA, former CFO at multiple public companies) and chairs the Audit Committee; LH's 3-year TSR outperforms the peer group median by +40.5pp, well below the 65pp trigger threshold; attended 100% of meetings.
Kliphouse joined in October 2022, just over 3 years of tenure, with relevant technology and cybersecurity expertise; LH's 3-year TSR outperforms the peer group median by +40.5pp, below the 65pp trigger threshold; holds 1 outside public board seat (Global Payments) and attended 100% of meetings.
Kong has served since December 2013 as Lead Independent Director and brings deep healthcare and finance expertise; LH's 3-year TSR outperforms the peer group median by +40.5pp, well below the 65pp trigger threshold for strong-positive TSR; his outside board seats (Smith & Nephew, IKS Health, Lunit, Xeris Biopharma) total 4 plus LH — this reaches the policy's overboarding threshold of 4 non-LH seats, but the proxy confirms he is in compliance with the company's own 5-board limit and the policy trigger requires 4 or more outside seats, which is exactly met; on balance the TSR performance is strong and no other flags apply.
Neupert has served since January 2013 with relevant health IT and governance expertise; LH's 3-year TSR outperforms the peer group median by +40.5pp, well below the 65pp trigger threshold; he holds 2 outside public board seats (Adaptive Biotechnologies, Fortrea) and attended 100% of meetings (the 90% attendance exception noted in the proxy relates to a recusal at a special meeting, not an absence).
Parham has served since February 2016 and chairs the Compensation and Human Capital Committee; LH's 3-year TSR outperforms the peer group median by +40.5pp, well below the 65pp trigger threshold; she holds 1 outside public board seat (Best Buy) and attended 100% of meetings.
Rothman joined in June 2023 and brings deep healthcare and academic medicine expertise as former CEO of Johns Hopkins Medicine; LH's 3-year TSR outperforms the peer group median by +40.5pp, below the 65pp trigger threshold; he holds 1 outside public board seat (Merck) and attended 100% of meetings.
Sampson joined in February 2026, less than 24 months before the meeting, so he is exempt from the TSR trigger under policy; he brings relevant academic medicine, neuroscience, and health system leadership expertise and holds no other public company board seats.
Schechter is the CEO and Chairman; LH's 3-year TSR of +34% outperforms the peer group median by +40.5pp, well below the 65pp trigger threshold, so the TSR trigger does not apply to him as an executive director; he holds 1 outside public board seat (DaVita) and attended 100% of meetings.
Wengel has served since March 2021 and brings extensive healthcare supply chain and operations expertise from her role at Johnson & Johnson; LH's 3-year TSR outperforms the peer group median by +40.5pp, below the 65pp trigger threshold; she holds no outside public board seats and attended 100% of meetings.
All 11 director nominees receive a FOR vote. Labcorp's 3-year total shareholder return of +34% outperforms the company-disclosed peer group median by +40.5 percentage points, which is well below the 65pp trigger threshold that applies when a company has strong positive absolute returns — meaning the TSR underperformance trigger does not fire for any director. Victor Bulto (joined December 2025) and John H. Sampson (joined February 2026) are both exempt from the TSR trigger as new directors within 24 months. No overboarding, attendance, independence, or other qualifications concerns are identified for any nominee.
Say on Pay
✓ FORCEO
ADAM H. SCHECHTER
Total Comp
$18,339,913
Prior Support
92%%
CEO total compensation of approximately $18.3 million is within a reasonable range for a CEO of a $21.5 billion market cap healthcare services company; the proxy discloses that 76% of the CEO's target compensation is performance-based and at-risk, well above the 50-60% threshold the policy requires for senior executives. Pay-for-performance alignment is strong: Labcorp's 3-year TSR of +34% outperforms the peer group median by +40.5 percentage points, the prior say-on-pay vote received 92% support (well above the 70% threshold), and the company maintains a robust clawback policy and meaningful long-term incentive metrics including relative TSR, cumulative EPS, and revenue targets.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,426,343
Non-Audit Fees
$21,895
Non-audit fees of $21,895 represent less than 1% of audit fees of $3,426,343, well below the 50% threshold that would raise independence concerns; auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot be applied (policy requires confirmed data); Deloitte is a Big 4 firm appropriate for a company of Labcorp's size and complexity; no material financial restatements are disclosed.
Overall Assessment
Labcorp's 2026 annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive a FOR vote determination. The company's strong 3-year total shareholder return of +34%, which outperforms its disclosed peer group by more than 40 percentage points, the CEO's heavily performance-weighted pay structure, and Deloitte's minimal non-audit fee footprint all support affirmative votes across the entire ballot.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing