UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

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Laboratory Corporation of America Holdings

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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DEAR SHAREHOLDER:

		“In 2020, we have a clear strategy that is focused on our customers and leverages our science, technology, and delivery to improve health and improve lives.”   ADAM H. SCHECHTER

NOTICE OF 2020 ANNUAL MEETING

OF SHAREHOLDERS

Important notice regarding the availability of proxy materials for the 2020 Annual Meeting of Shareholders to be held on May 13, 2020. Our Proxy Statement and Annual Report to Shareholders are available at: www.proxyvote.com.

TABLE OF CONTENTS

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

Voting Matters and Vote Recommendation (page 10)

The following table summarizes the proposals to be considered at the 2020 Annual Meeting and the Board’s voting recommendation with respect to each proposal.

PROXY SUMMARY

Governance Highlights (page 4)

LabCorp is committed to strong governance practices, including:

LabCorp is also committed to environmental and social issues. Our commitment to these issues stems from our belief that the measure of a company is not just how well it does, but how it goes about its business, how its people and customers feel about it, and the mark it leaves on society. We believe that investments in our people and our communities are another manifestation of our fundamental mission of improving health and improving lives. In 2019, we were recognized as a Best Place to Work for LGBTQ Equality, with a perfect score from Human Rights Campaign’s Corporate Equality Index (CEI), the nation’s premier benchmarking survey and report on corporate policies and practices related to LGBTQ workplace equality. In addition, annually we publish our Corporate Responsibility Report, which highlights our commitment to social and environmental responsibility.

Shareholder Engagement (page 13)

Through our robust and regular shareholder engagement process, we have received valuable feedback that informs our decisions regarding our strategy and our corporate governance practice and policies, in addition to other important topics, which we believe is a critical component to our success.

During fiscal 2019, through our active shareholder engagement program, which included participation by both management and members of our Board, we:

PROXY SUMMARY

We continue to demonstrate a strong commitment to corporate governance that reinforces our alignment with our shareholders, and continue to make improvements in response to shareholder feedback and our commitment to best practices:

Director Nominees (page 29)

The following table provides summary information about each director nominee.

David P. King, our former President and Chief Executive Officer, is retiring from the Board upon the conclusion of his term ending May 13, 2020, as further discussed below in the section entitled “Executive Transition Arrangements.”

PROXY SUMMARY

Snapshot of 2020 Director Nominees

ALL DIRECTOR NOMINEES EXHIBIT:

 

•

personal and professional integrity;

 

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skills and experience to advise the Company regarding its medical, scientific, operational, strategy and governance goals;

 

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interest, capacity and willingness to serve the long-term interests of the Company’s shareholders;

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ability and willingness to devote the required amount of time to the Company’s affairs, including attendance at Board and Committee meetings;

 

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exceptional ability and judgment; and,

 

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freedom from personal and professional relationships that would adversely affect the ability to serve the best interests of the Company and its shareholders.

 

 

OUR DIRECTOR NOMINEES EXHIBIT AN EFFECTIVE MIX OF SKILLS, EXPERIENCES, DIVERSITY AND FRESH PERSPECTIVES

Average Tenure		Average Age		Diversity
8.5    YEARS		60 YEARS		44.4%
0-5 years           6-10 years		<60 years          61-70 years		Gender/Ethnic/Racial
●●  2                   ●●●●  4		●●● ●  4              ●●●  3		Diversity       ●●●●  4
>11 years		>70 years
●●●  3		●●  2

 

		Risk Management Experience 7 out of 9 ● ● ● ● ● ● ● ●  ●				International Experience 7 out of 9 ● ● ● ● ● ● ● ●  ●
		Corporate Governance Experience 9 out of 9 ● ● ● ● ● ● ● ● ●				Corporate Finance and M&A 9 out of 9 ● ● ● ● ● ● ● ● ●
		Healthcare/Clinical Research Background 6 out of 9 ● ● ● ● ● ● ● ● ●				Executive Leadership Experience 9 out of 9 ● ● ● ● ● ● ● ● ●
		Business Strategy Experience 7 out of 9 ● ● ● ● ● ● ● ● ●				Technology/Cybersecurity Expertise 1 out of 9 ● ●  ● ● ● ● ● ● ●
		Talent Management Expertise 9 out of 9 ● ● ● ● ● ● ● ● ●				Sales and Marketing Background 5 out of 9 ● ● ● ● ● ● ●  ●  ●

PROXY SUMMARY

Key Financial Highlights

The Company achieved solid operational and financial performance across a broad range of measures.

Adjusted EPS is a non-GAAP measure that excludes amortization, restructuring and other charges. In 2019, Adjusted Earnings Per Share excluded the $3.02 per diluted share impact from amortization, the $0.13 per diluted share loss on disposition of businesses, the $0.16 per diluted share net gains and losses on venture investments, the $0.02 per diluted share expense due to the debt refinancing costs.

Pay for Performance (page 40)

LabCorp’s executive compensation program is designed to attract, motivate, and retain executives in a highly competitive environment. Our executive compensation philosophy is to pay for performance by rewarding the achievement of specific short-term and long-term operational, strategic or human capital related goals.

The Company seeks to achieve outstanding performance for our shareholders through a focus on increased revenue, adjusted EPS, adjusted operating income, and relative total shareholder return compared to the peer group of companies we use for compensation purposes. Our compensation program rewards our executives for achieving strategic objectives. A majority of the value of our executives’ annual compensation opportunity (55-60%), including performance-based cash compensation and performance shares, is subject to the achievement of Company and individual objectives, which provides a strong incentive to drive Company performance and increase shareholder value.

Last year, our annual advisory vote on executive compensation received support from approximately 92 percent of the shares represented at the 2019 Annual Meeting and entitled to vote. We are committed to refining our compensation program to incentivize our leaders and align with our strategy, the key value drivers of our business and the expectations of our shareholders. We regularly seek input from our shareholders and this input is incorporated in the Compensation Committee’s annual review of our compensation program.

2019 Executive Total Compensation (page 40)

The Compensation Committee takes several factors into consideration when establishing our executive compensation target opportunity and structure, including:

For 2019, approximately 75 percent of the total target compensation of Mr. King, our former CEO, was performance-based and at-risk. David P. King retired from, and Adam H. Schechter assumed the role of, President and Chief Executive Officer, effective November 1, 2019. Mr. Schechter’s compensation arrangements, which are described in the section entitled “Executive Transition Arrangements”, are expected to follow the same approach.

PROXY SUMMARY

For the other Named Executive Officers (“NEOs”), approximately 67 percent of the average total target compensation was performance-based and at-risk. In 2019, an additional approximately 15 percent of our CEO’s total target compensation and an additional approximately 12 percent of the average total target compensation for our other NEOs was variable and based on the performance of the Company’s stock. The charts below show the mix of pay elements included in total compensation opportunities for 2019 for our former Chief Executive Officer and an average for our other NEOs:

PROXY SUMMARY

Advisory Vote to Approve Executive Compensation (page 81)

We ask that our shareholders approve the advisory resolution on executive compensation. Our compensation program is designed to attract and retain skilled and talented individuals and align the compensation of our executives with the strategic goals of the Company and, ultimately, the interests of our shareholders. The Compensation Committee annually evaluates our compensation program in light of the input we receive from our shareholder engagement efforts and the results of the advisory resolution on executive compensation. Our market-leading compensation practices are designed with features to further align the interests of our executives with those of our shareholders:

Auditors (page 83)

We ask that our shareholders ratify the selection of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as our independent auditor for the year ending December 31, 2020. Below is summary information about PricewaterhouseCoopers’ fees for services provided in fiscal years 2019 and 2018.

PROXY SUMMARY

Proxy Statement

LabCorp is providing you with these proxy materials in connection with its 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”), this Proxy Statement and LabCorp’s 2019 annual report on Form 10-K (the “2019 Annual Report”) were first mailed to shareholders of record on or about April 1, 2020. As used in this Proxy Statement, “LabCorp,” the “Company” and “we” may refer to Laboratory Corporation of America Holdings itself, one or more of its subsidiaries, or Laboratory Corporation of America Holdings and its consolidated subsidiaries, as applicable.

GENERAL INFORMATION

2020 Annual Meeting of Shareholders

LabCorp’s 2020 Annual Meeting is scheduled to occur on Wednesday, May 13, 2020 at 9:00 a.m., Eastern Daylight Time. The 2020 Annual Meeting will be a virtual meeting and will be webcast live at www.virtualshareholdermeeting.com/LH2020. We believe that conducting the 2020 Annual Meeting as a virtual meeting will encourage higher levels of shareholder participation while also helping us reduce the financial and environmental costs associated with the 2020 Annual Meeting. Shareholders at the virtual-only meeting will have the same rights as at an in-person meeting, including the rights to vote and ask questions through the virtual meeting platform.

All owners of LabCorp’s common stock, par value $0.10 per share (the “Common Stock”), on March 25, 2020, the record date (the “Record Date”), are eligible to receive notice of, and to vote electronically at, the 2020 Annual Meeting over the Internet by using the 16-digit control number included in the Notice, proxy card or the voting instructions that accompanied these proxy materials. Representatives of PricewaterhouseCoopers, independent auditor for LabCorp for the years ending December 31, 2018 and December 31, 2019, will be present at the 2020 Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet or WiFi connection wherever they intend to participate in the 2020 Annual Meeting. Participants should also give themselves plenty of time to dial-in to the conference call or log in and ensure that they can hear audio prior to the start of the 2020 Annual Meeting.

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 855-449-0991 (Toll Free) or 720-378-5962 (International Toll) or email to investor@labcorp.com. Technical support will be available starting at 8:30 a.m. EDT on May 13, 2020.

If you wish to submit a question, or make a comment during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/LH2020, type your question into the “Ask a Question” field, and click “Submit” or send your question or comment via email to investor@labcorp.com. Any emailed questions or comments will need to include your 16-digit control number in order to be addressed at the meeting.

Questions and comments submitted via the virtual meeting platform that are pertinent to meeting matters will be addressed during the meeting. It has been LabCorp’s policy to address all pertinent questions and comments during the meeting and, historically, management has been successful in doing so. In the unlikely event that the volume of questions increases to the point that time constraints prohibits LabCorp from answering all questions, then questions will be addressed by email. Consistent with LabCorp’s approach when the annual meetings were held in person, questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by shareholders generally, or use blatantly offensive language may be ruled out of order. LabCorp will, however, respond to questions or comments that are not related to the proposals under discussion or are about personal concerns not shared by shareholders generally via email after the meeting.

A webcast of the 2020 Annual Meeting will be archived and accessible through December 31, 2020.

GENERAL INFORMATION

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 13, 2020

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC”), LabCorp has elected to provide access to its proxy materials and the 2019 Annual Report over the Internet and sent the Notice to shareholders of record as of the Record Date on or about April 1, 2020. The Notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information about the 2020 Annual Meeting. All shareholders may access the proxy materials on the website referred to in the Notice (www.proxyvote.com) and we encourage shareholders to do so prior to submitting their votes. Shareholders may request to receive a printed set of the proxy materials by following the instructions provided in the Notice.

Shareholders may also request to receive future proxy materials in printed form by mail or electronically by e-mail on an ongoing basis by following the instructions on your proxy card or at www.proxyvote.com. Choosing to receive proxy materials by e-mail will save LabCorp the cost of printing and mailing documents and will reduce the impact of LabCorp’s annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Matters Subject to a Vote of the Shareholders

Current Proposals

The following matters are subject to a vote of the shareholders at the 2020 Annual Meeting:

Board Recommendations

The Board of Directors of the Company (the “Board”) unanimously recommends that shareholders vote as follows:

Other Business

The Board does not intend to bring any other business before the 2020 Annual Meeting and is not aware of any other matters to be brought before the meeting. See the section “Other Matters” on page 90 for information about presenting proposals for the 2021 Annual Meeting. Please also see the section “Identification and Evaluation of Director Candidates” on page 20 for information about shareholder nominations to the Board.

Voting Procedures and Solicitation of Proxies

Quorum and Voting Requirements

The Board is soliciting your vote at the 2020 Annual Meeting or at any later meeting should the scheduled annual meeting be adjourned or postponed for any reason. By using a proxy, which authorizes specific people to vote on your behalf, your shares can be voted whether or not you attend the 2020 Annual Meeting. At least a majority of the total

GENERAL INFORMATION

number of shares of Common Stock issued and outstanding and entitled to vote on the Record Date must be present in person or by proxy at the 2020 Annual Meeting for a quorum to be established. At the close of business on the Record Date, there were 97,103,326 shares of Common Stock issued and outstanding.

Each share of Common Stock is entitled to one vote on each of the director nominees and one vote on each other matter that is properly presented at the 2020 Annual Meeting. In accordance with LabCorp’s Amended and Restated By-Laws (the “By-Laws”), director nominees in an uncontested election must receive a majority of the votes cast to be elected, which under the By-Laws means that the number of shares voted “FOR” a director must exceed 50 percent of the votes cast with respect to that director. The Board has adopted a policy under which a director who does not receive the required vote for election as provided in the By-Laws will submit his or her resignation for consideration by the Board. The affirmative vote of a majority of shares of Common Stock represented at the 2020 Annual Meeting and entitled to vote is required for approval of the other proposals noted above. Abstentions will have no effect on the election of the directors but will have the same effect as a vote against the other proposals scheduled for the 2020 Annual Meeting.

Voting by Record Holders

If your name is registered in LabCorp’s shareholder records as the owner of shares, there are four ways that you can vote your shares:

You can cast your votes by any of the following methods:

 

INTERNET (www.proxyvote.com) until 11:59 p.m., Eastern Daylight Time on Tuesday, May 12, 2020;		TELEPHONE (1-800-690-6903) until 11:59 p.m., Eastern Daylight Time on Tuesday, May 12, 2020;		MAIL Completing, signing and returning your proxy card or voting instruction card so that it is received before the polls close on Wednesday, May 13, 2020; or

IN-PERSON		By participating in the 2020 Annual Meeting – whether you are a shareholder of record or hold your shares in “street name,” you may vote online at the 2020 Annual Meeting. You will need to enter your 16-digit control number (included in your Notice, your proxy card or the voting instructions that accompanied your proxy materials) to vote your shares at the 2020 Annual Meeting. Instructions on how to attend the 2020 Annual Meeting live over the Internet, and how to vote your shares during the 2020 Annual Meeting, are posted at www.virtualshareholdermeeting.com/LH2020. Shareholders with questions regarding how to attend and participate in the 2020 Annual Meeting live over the Internet, and how to vote during the 2020 Annual Meeting, may call 1-855-449-0991 on the 2020 Annual Meeting date.

You may change your vote or revoke a proxy at any time prior to the 2020 Annual Meeting by:

All proxies duly executed and received by LabCorp will be voted in accordance with the instructions provided by the person executing the proxy or, in the absence of any instruction, will be voted in accordance with the Board’s recommendations on each proposal. Proxies will have the discretion to vote on any other matters that come before the 2020 Annual Meeting that are not otherwise specified in the Notice.

GENERAL INFORMATION

Voting by Holders in Street Name

If you hold shares through a bank, broker or other custodian (referred to as shares held in “street name”), the custodian will provide you with a copy of the Proxy Statement and a voting instruction form. Brokers and other holders of record have discretionary authority to vote shares without instructions from beneficial owners only on matters considered “routine” by the New York Stock Exchange, such as the advisory vote on the selection of the independent auditors. On non-routine matters, such as the election of directors, these banks, brokers, and other holders of record do not have discretion to vote uninstructed shares and thus are not “entitled to vote” on such proposals, resulting in a broker non-vote for those shares. We encourage you to provide voting instructions so that your shares can be counted in the election of directors and the other matters to be considered at the 2020 Annual Meeting.

Even if your shares are held in street name, you may participate in the virtual 2020 Annual Meeting and vote your shares during the meeting by visiting www.virtualshareholdermeeting.com/LH2020, listening to the live webcast and casting your vote online. See “2020 Annual Meeting of Shareholders” for information about participating in the 2020 Annual Meeting.

Proxy Expenses

LabCorp will bear the expenses to prepare proxy materials and to solicit proxies for the 2020 Annual Meeting. LabCorp expects to reimburse banks, brokers, and other persons for their reasonable, out-of-pocket expenses in handling proxy materials for beneficial owners. LabCorp has also retained Morrow Sodali LLC for solicitation of holders of record as well as non-objecting beneficial owners. LabCorp paid Morrow Sodali LLC a fee of approximately $9,000 for these services, plus reimbursement of expenses. These solicitations may be made personally or by mail, facsimile, telephone, messenger, email or otherwise.

Results of the 2020 Annual Meeting

The voting results of the 2020 Annual Meeting will be disclosed no later than four business days after the 2020 Annual Meeting in a Current Report on Form 8-K filed with the SEC.

CORPORATE GOVERNANCE

We have a long-standing commitment to strong governance practices. These practices provide an important framework within which our Board and management pursue the strategic objectives of LabCorp and ensure the Company’s long-term vitality for the benefit of our shareholders.

LabCorp is also committed to environmental and social issues. Our commitment to these issues stems from our belief that the measure of a company is not just how well it does, but how it goes about its business, how its people and customers feel about it and the mark it leaves on society. We believe that investments in our people and our communities are another manifestation of our fundamental mission of improving health and improving lives. In 2019, we were recognized as a Best Place to Work for LGBTQ Equality, with a perfect score from Human Rights Campaign’s Corporate Equality Index (CEI), the nation’s premier benchmarking survey and report on corporate policies and practices related to LGBTQ workplace equality. In addition, annually we publish our Corporate Responsibility Report, which highlights our commitment to social responsibility.

Shareholder Engagement

In 2019, we continued our active shareholder engagement program, which included participation by both management and members of our Board, including our Lead Independent Director and the Chair of our Audit Committee. Our outreach to shareholders extends beyond operational results and business strategy; we also engage in outreach efforts to specifically discuss corporate governance, executive compensation, and other matters important to our shareholders. In 2019, we engaged with shareholders that represented more than 75 percent of the Company’s outstanding shares, including over 300 one-on-one meetings and calls, to review and receive input on our corporate governance practices and executive compensation program, our performance, our differentiated and innovative solutions, and our progress in executing on our strategic priorities as a leading global life sciences company.

We value the input received from our shareholder engagement program. After reviewing the shareholder feedback with management, the Board uses this input as it considers long-term business strategy, executive compensation, corporate governance, and other emerging areas of shareholder concern.

We also consider the outcome of our annual say on pay votes when making executive compensation decisions. See “Proposal No. 2” below for this year’s “say on pay” proposal. Last year, approximately 92 percent of the shareholders’ votes represented at the 2019 Annual Meeting of Shareholders and entitled to vote on this proposal were voted in favor of the proposal. The Compensation Committee believes that this approval by a substantial majority of our shareholders demonstrates strong support for our approach to executive compensation and, as a result, the Compensation Committee continues to evaluate executive compensation using the same clear principles of performance-based compensation.

CORPORATE GOVERNANCE

As a result of our shareholder engagement in 2019, we took action that demonstrates our strong commitment to corporate governance:

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Board Structure and Independence

CORPORATE GOVERNANCE

Board Composition

The cornerstone of our governance philosophy is an independent and highly qualified board of directors. All directors are elected annually by a majority of votes cast by shareholders. All Board committees are composed entirely of independent directors.

LabCorp’s By-Laws provide for a Board of no fewer than one and no more than fifteen directors and our Corporate Governance Guidelines provide for a Board size ranging from no fewer than nine directors to no more than fifteen directors. There are currently ten members of the Board, and each member is standing for election at the 2020 Annual Meeting other than Mr. King. Mr. King is retiring from the Board upon conclusion of his term ending May 13, 2020 as further discussed below in the section entitled “Executive Transition Arrangements”. For more details about the nominees for directors and their biographies, please see “Proposal One: Election of Directors” (page 29).

The Board carefully evaluates each incoming director candidate based on selection criteria and overall priorities for Board composition that are periodically reviewed by the Nominating and Corporate Governance Committee with input from the rest of the directors. As our directors’ commitments change, the Board revisits their situations to ensure that their service continues to be in the best interests of the Company and our shareholders. We believe that a range of tenure among Board members from a variety of backgrounds ensures a balanced mix of longer tenured directors with deep perspectives on our business with fresh and diverse perspectives in the boardroom. Five of the eight non-employee director nominees joined the Board within the last seven years.

The following charts provide information on the expected composition of the directors on our Board if the current nominees are elected at the 2020 Annual Meeting.

We expect high standards of ethical conduct from our directors and management as described in our Corporate Governance Guidelines and Code of Conduct and Ethics. Our governance principles are available under the Corporate Governance tab of the Investors page of our website at www.labcorp.com. We have included some highlights from these principles and a summary of key policies below.

Board Independence

The Board believes that a substantial majority of its members should be independent, non-employee directors. The Board has established guidelines for determining director independence that are consistent with the current listing standards of the New York Stock Exchange (the “Listing Standards”). In addition, director affiliations and transactions are regularly reviewed to ensure that there are no conflicts or relationships that might impair a director’s independence from the Company, senior management and our independent registered accounting firm as defined in the Listing Standards. Other than Mr. Schechter and Mr. King, all of our current Board members and all of the nominees for director qualify as “independent” as defined in the Listing Standards.

Board Leadership

The Chairman of the Board leads the Board and oversees Board meetings and the delivery of information necessary for the Board’s informed decision making. The Chairman also serves as the principal liaison between the Board and our

CORPORATE GOVERNANCE

management. The Board determines whether the roles of Chairman and Chief Executive Officer should be separated or combined based on its judgment as to the structure that best serves the interests of the Company at the time. As a general matter, the Board believes that the positions of Chairman and Chief Executive Officer should be held by the same person as this combination has served the Company well by providing unified leadership and direction in the management of the Company, contributing to an effective long-term strategy and delivering superior performance for our shareholders. However, currently, in light of the executive transition that began on November 1, 2019, the Board determined that it was best to temporarily separate the position of Chairman and Chief Executive Officer between two individuals, Mr. King, our former Chief Executive Officer, and Mr. Schechter, our current Chief Executive Officer. The Board felt that having Mr. King continue as Chairman of the Board until the expiration of his term on May 13, 2020 would facilitate a smooth transition of leadership for the Company. Additional details on the transition are included in the section below entitled “Executive Transition Arrangements”. After Mr. King’s term expires, we expect to return to our customary practice and appoint our current Chief Executive Officer, Mr. Schechter, to the position of Chairman of the Board.

Since 2009, the Board has also required that an independent director serve as Lead Independent Director when the Chief Executive Officer also serves as Chairman or the Chairman otherwise is not an independent director. The Lead Independent Director, among other tasks assigned in the Company’s Corporate Governance Guidelines, presides at executive sessions of the Board, serves as a liaison between the Chairman and the other directors, and advises the Chairman with respect to the schedule, agenda and information for Board meetings. The Board believes that appointing a Lead Independent Director provides an efficient and effective leadership model for the Company by fostering clear accountability, effective decision-making, alignment on corporate strategy between the Board and management and a cohesive public face for the Company’s independent Board members. From January 2019 to June 2019, Mr. Schechter served as our Lead Independent Director. Effective July 10, 2019, Mr. Neupert became our Lead Independent Director and meets regularly with Mr. Schechter to review Board agendas, operations and strategic issues discussed with the Board and other matters relating to the Board’s oversight functions.

The Board holds executive sessions without Company management and non-independent director participation. These sessions are generally held at each regularly scheduled meeting of the Board and at each special meeting upon the request of a majority of the independent directors attending the special meeting. The Company’s Corporate Governance Guidelines provide that the independent directors shall meet on a periodic basis, but no fewer than five times a year on the same day as the regularly scheduled Board meetings. In 2019, Mr. Schechter, in his capacity as the Lead Independent Director, chaired two meetings and Mr. Neupert, in his capacity as the Lead Independent Director, chaired three meetings of the independent and non-employee directors to discuss strategy, compensation, succession planning, and other matters.

Annual Self-Assessment

As part of its commitment to strong governance, the Board conducts an annual self-assessment of its performance and effectiveness. The purpose of the self-assessment is to determine whether the Board and its committees are functioning effectively and to improve the performance of the Board as a unit. The self-assessment process fosters frank exchanges between directors and helps guide suggested changes or additions to committee responsibilities and operations. As part of the assessment, each director completes a detailed questionnaire developed by the Lead Independent Director, and the Lead Independent Director then conducts individual interviews with each director after having reviewed the previously submitted questionnaires. The Lead Independent Director interviews each Director. The Lead Independent Director then leads a discussion of the results of the annual self-assessment with the Nominating and Corporate Governance Committee and separately with the full Board. In addition, each Board committee conducts a similar self-assessment of its performance focused on such committee’s key responsibilities. Feedback from the committees’ self-assessments is reviewed in the applicable committee and also presented to the full Board for review and discussion. These processes allow for each director to individually reflect on Board and committee effectiveness as well as to discuss performance as a group, providing a meaningful tool to focus on individual and collective areas for improvement.

Board’s Role in Risk Management

The Board oversees management’s establishment and maintenance of the Company’s risk management processes and regularly receives direct reports from those responsible for the operations of the Company. The Board delegates certain significant functional areas of risk management to the Board’s committees. Each committee also conducts its

CORPORATE GOVERNANCE

own risk assessment and risk management activities throughout the year, some of which are highlighted in the “Board Committees and Their Functions” section below, and reports its conclusions to the Board. The Board also encourages management to promote a corporate culture that integrates risk management into the Company’s corporate strategy and day-to-day business operations in a way that is consistent with the Company’s targeted risk profile.

CORPORATE GOVERNANCE

Cybersecurity Risk Management

The Audit Committee regularly reviews the Company’s cybersecurity and other information technology risks, controls and procedures, including plans to mitigate cybersecurity risks and respond to data breaches. The Audit Committee receives reports at its regularly scheduled meetings from the Chief Information Security Officer and the Chief Information Officer on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s security program and the emerging threat landscape. In addition, the full Board receives briefings from the Chief Information Security Officer and the Chief Information Officer twice per year.

Compensation Risk Assessment

The Compensation Committee regularly reviews the Company’s compensation policies and procedures to ensure that those practices are consistent with emerging best practices, are aligned with the shareholders’ interests and support the Company’s objective to attract and retain skilled and talented employees. Throughout the year, management reviews compensation policies, practices and changes in applicable regulations with the Compensation Committee, including the impact of the Company’s pay practices on the Company’s risk profile. The Compensation Committee also works directly with its independent compensation consultant, Frederic W. Cook & Co. (“FW Cook”), evaluating the Company’s compensation philosophy and objectives to identify potential risks in the Company’s pay practices. After reviewing FW Cook’s analysis and the Compensation Committee’s findings, the Board has concluded that our compensation policies and practices are aligned with the interests of shareholders, appropriately reward pay for performance, and do not create risks that are reasonably likely to have a material adverse effect on the Company.

Identification and Evaluation of Director Candidates

Identification of Director Candidates

The Nominating and Corporate Governance Committee recommends a slate of directors to the Board for election by the Company’s shareholders at each annual meeting of shareholders and recommends candidates to the Board to fill any vacancies. Members of the Board are encouraged to identify potential candidates and these candidates are regularly reviewed by the committee, which maintains an active list of potential Board candidates. In addition, the committee is authorized to engage professional search firms at the Company’s expense to assist with the identification, evaluation and due diligence of potential nominees for the Board. The Nominating and Corporate Governance Committee believes it is important to maintain a Board with diverse experiences and expertise, including industry, operational, scientific and medical experience, financial expertise, global business experience, and executive leadership experience.

Shareholders may also suggest individuals to be considered by the Board as potential nominees for election to the Board. A shareholder may submit an individual for consideration by the Board of Directors in connection with the 2021 Annual Meeting of Shareholders by providing certain information as set forth in the By-Laws, in writing, to the Corporate Secretary of the Company at 358 South Main Street, Burlington, North Carolina 27215. These suggestions for the 2021 Annual Meeting must be received no earlier than the 120^th day prior to the anniversary date of the 2020 Annual Meeting (i.e., January 13, 2021) and no later than the 60^th day prior to the anniversary date of the 2020 Annual Meeting (i.e., March 14, 2021). Nominees that comply with the foregoing procedures will receive the same consideration as other candidates identified by or to our Nominating and Corporate Governance Committee.

Under the Company’s proxy access by-law, eligible shareholders also may submit their own nominations to the Board to be included in the Company’s proxy statement for the 2021 Annual Meeting of Shareholders. The By-Laws permit a shareholder, or a group of up to 20 shareholders, owning three percent or more of the Company’s outstanding Common Stock continuously for at least three years to nominate and have included in the Company’s proxy materials persons for election to the Board constituting up to 20 percent of the Board, provided that the shareholder(s) and the nominee(s) satisfy certain requirements specified in the By-Laws. For a shareholder nominee to be included in the Company’s proxy statement for the 2021 Annual Meeting of Shareholders under the proxy access by-law, the information required by the By-Laws must be received by Sandra D. van der Vaart, Secretary, Laboratory Corporation of America Holdings, 358 South Main Street, Burlington, North Carolina 27215 no earlier than the close of business on the 150^th day prior to the anniversary date of the distribution of this proxy statement (i.e., November 3, 2020) and no later than the close of business on the 120^th day prior to the anniversary date of the distribution of this proxy statement (i.e., December 3, 2020).

CORPORATE GOVERNANCE

The By-Laws may be obtained free of charge by writing to the Company’s Corporate Secretary and are included as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on February 28, 2020.

Evaluation of Director Candidates

When evaluating prospective candidates for director, including those nominated by shareholders, the Nominating and Corporate Governance Committee conducts individual evaluations of the candidates, taking into account the criteria enumerated in the Company’s Corporate Governance Guidelines (see description below). Among other things, the Committee considers whether prospective candidates have:

The Company’s Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee is responsible for reviewing with the Board the appropriate skills and characteristics required of Board members in the context of the Company’s business needs and the current composition of the Board. This assessment includes, among other characteristics, diversity and inclusion, age, background, skills and expertise in the context of the perceived needs of the Board at the time of such assessment. The Company believes that Board membership should reflect

CORPORATE GOVERNANCE

diversity in its broadest sense, including persons diverse in geography, gender and ethnicity, and actively considers these factors in its analysis of potential nominees. The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions, including experience with publicly traded national, international or multinational companies, executive or financial management experience and/or achievement with distinction in their chosen fields. The Board believes that its composition reflects a balance of skills, experiences, diversity and expertise that provides strong and broad oversight, practical experience and strategic vision to the Company.

Director candidates, other than sitting directors, may be interviewed by the Chairman of the Nominating and Corporate Governance Committee, other directors, the Chief Executive Officer and the Corporate Secretary. The results of these interviews, as well as any other materials received by the Nominating and Corporate Governance Committee that it deems relevant, are considered by the Nominating and Corporate Governance Committee in making its recommendation to the Board.

As a part of the Company’s continued process of Board renewal and succession planning, the Nominating and Corporate Governance Committee sought to add an additional director to the Board, particularly one who had a similar background, experience and profile as Mr. Davis, including with respect to experience in mergers and acquisitions, capital structure, and financial planning, as well as prior public company management experience. As part of its efforts to identify potential nominees, the Nominating and Corporate Governance Committee engaged Spencer Stuart and Korn Ferry, professional search firms, to assist with the search. Spencer Stuart identified Mr. Davis as a potential Board member, and after a comprehensive review and based on the recommendation of the Nominating and Corporate Governance Committee, Mr. Davis was appointed to the Board on November 22, 2019, effective December 1, 2019.

Communications with the Board

Shareholders and interested parties may communicate with the Board, individually or as a group, by submitting written communications to the appropriately addressed Board member(s), c/o Corporate Secretary, Laboratory Corporation of America Holdings, 358 South Main Street, Burlington, North Carolina 27215.

All communications with the Board will be reviewed initially by the Corporate Secretary, who will relay all communications to the appropriate director or directors unless the communication is:

Directors may decide whether any of the communications addressed to their attention should be presented to the full Board, to one or more of its committees or to the Company’s management. Each director also has the discretion to determine whether a response to the person sending the communication is appropriate. Any response will be made through the Company’s Corporate Secretary in accordance with the Company’s policies and procedures and applicable law and regulations relating to the disclosure of information.

The Nominating and Corporate Governance Committee, comprised entirely of independent, non-employee directors, has reviewed and approved the foregoing procedures and is responsible for recommending changes to the procedures as necessary.

CORPORATE GOVERNANCE

Board Committees and Their Functions

The Board has four standing committees that are each composed entirely of independent directors. The Nominating and Corporate Governance Committee reviews committee and committee chair assignments annually and recommends committee rosters to the full Board after considering factors such as the directors’ business and corporate governance experience, their preferences, criteria for specific committee service, and the directors’ other responsibilities and scheduling flexibility. While there is no specific requirement for committee refreshment, the Nominating and Corporate Governance Committee will recommend changes that are intended to ensure that the membership of each committee reflects the appropriate mix of tenure, experience, and fresh perspectives. Committee membership shown below is as of March 25, 2020:

AUDIT COMMITTEE

COMPENSATION COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

QUALITY AND COMPLIANCE COMMITTEE

Kerrii B. Anderson

Jean-Luc Bélingard

Jeffrey A. Davis

D. Gary Gilliland

David P. King*

Garheng Kong

Peter M. Neupert✓

Richelle P. Parham

Adam H. Schechter

R. Sanders Williams

Number of 2019 Meetings

8

7

4

4

Chairperson		Member		Financial Expert

CORPORATE GOVERNANCE

Charters for each of the committees are available under the Corporate Governance tab of the Investors page of the Company’s website at www.labcorp.com. Each committee reviews its respective charter on an annual basis.

The Audit Committee meets regularly and in executive sessions with PricewaterhouseCoopers, management and the Company’s internal auditors. In its meetings with PricewaterhouseCoopers and the internal auditors, the Audit Committee discusses, among other things, the overall scope and plans for their respective audits, the results of their examinations, critical audit matters, and their evaluations of the Company’s internal controls.

The Audit Committee constitutes a separately-designated standing audit committee established in accordance with section 3(a)(58) (A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that Ms. Anderson, Mr. Davis and Mr. Neupert are each an “audit committee financial expert” as defined in the SEC’s rules. The Board has also determined that Ms. Anderson, Mr. Davis and Mr. Neupert each have the “accounting or related financial management expertise” required by the Listing Standards.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Board and Committee Meetings

During 2019, the Board held nine meetings and acted eleven times by unanimous written consent. In his capacity as the Lead Independent Director, Mr. Schechter chaired two meetings and Mr. Neupert chaired three meetings of the independent and non-employee directors on the same days as the regularly scheduled Board meetings. During 2019, each of the directors attended no less than 92 percent of the total meetings of the Board and the Committees of which he or she was a member. Members of the Board are encouraged to attend our annual meetings and all of the directors who were then serving attended the 2019 Annual Meeting of Shareholders.

Corporate Governance Policies and Procedures

Corporate Governance Guidelines

The Board has adopted a set of Corporate Governance Guidelines that address a number of topics, including composition of the Board, director independence, annual self-assessment by the Board and its Committees, retirement of directors and succession planning. The Nominating and Corporate Governance Committee reviews the Corporate Governance Guidelines on a regular basis and any proposed additions or amendments are submitted to the full Board for its consideration. Shareholders may request a printed copy of the Corporate Governance Guidelines from the Corporate Secretary or access a copy on the Investors page under the Corporate Governance tab of LabCorp’s website at www.labcorp.com.

Code of Conduct and Ethics

The Board has also adopted a Code of Conduct and Ethics (the “Code”) that is applicable to all directors, officers and employees of the Company and its subsidiaries and affiliates. The Code sets forth Company policies and expectations on a number of topics, including but not limited to, conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of Company assets, and business ethics. The Code also sets forth procedures for reporting and handling any potential violation of the Code, conflicts of interest and the appearance of any conflict of interest. The Code is regularly reviewed by management, the Audit Committee and the Quality and Compliance Committee and proposed additions or amendments are considered by the full Board. Shareholders may request a printed copy of the Code of Conduct and Ethics from the Corporate Secretary or access a copy under the Corporate Governance tab of the Investors page on LabCorp’s website at www.labcorp.com. In addition, any waivers for directors, officers and employees of the Company or amendments to the Code will also be posted on LabCorp’s website.

Related Party Transactions

In accordance with its charter, the Board’s Audit Committee is responsible for reviewing and approving the terms and conditions of related party transactions. The Company’s directors and key employees, including all members of senior management, complete annual reports disclosing, or certifying the absence of, any related party transactions. The Audit Committee reviews all potential transactions involving related persons (as such transactions are defined by Item 404(a) of Regulation S-K as promulgated by the SEC) before allowing the Company to enter into any such transaction. The Company has not adopted a static set of criteria to be applied in evaluating a related party transaction and instead tailors the scope of its review to the particular circumstances presented by each transaction to ensure that any such transaction is thoroughly reviewed and evaluated. Based on the Company’s review of its transactions, there have been no transactions or proposed transactions considered to be related party transactions since January 1, 2019.

DIRECTOR COMPENSATION

The Company’s director compensation is designed to attract and retain highly qualified, independent directors to represent shareholders on the Board and act in their best interest. The Compensation Committee, which consists solely of independent directors, has primary responsibility for setting our director compensation. FW Cook, the Committee’s independent compensation consultant, assists the Compensation Committee in evaluating our director compensation program.

Elements of Non-Employee Director Compensation

Director compensation is designed to align director compensation with emerging best practices and reflect the Board’s belief that director compensation should not depend upon the number of meetings held but rather on the ongoing work and role of the directors throughout the year. The 2019 elements of our non-employee director compensation included the following:

The directors’ cash compensation and equity compensation award was recommended by FW Cook in 2019 based on their study of non-employee director compensation and was intended to maintain director pay levels with the competitive median of the peer group used for purposes of director compensation comparisons and broader industry benchmarks, and in 2019 FW Cook confirmed that the cash and equity compensation remained consistent with market practice.

Director Stock Ownership Program

Maintaining a significant personal level of stock ownership ensures that each director is financially aligned with the interests of our shareholders. The Board believes that by holding an equity position in the Company, directors

DIRECTOR COMPENSATION

demonstrate their alignment with the long-term strategy and initiatives of the Company. In October 2018, the Board revised the Company’s Director Stock Ownership Program to more closely align the policy with that of the peer group, by requiring each non-employee director to acquire and maintain a number of shares having a value equal to five times that of the annual cash retainer.

For purposes of determining whether the stock ownership requirement is satisfied, a calculation is performed for each director annually as of the business day closest to June 30 of each year (the “Measurement Date”), utilizing the average closing price of the Company’s Common Stock for the 90-day period ending on the Measurement Date. For new participants, the stock ownership requirement is initially determined as of the date that the director becomes a participant, utilizing the average closing price of the Company stock for the 90-day period ending on that date.

Until the required level of ownership is met, a director is required to hold 50 percent of any shares of Common Stock acquired upon the lapse of restrictions on any stock grant and upon the exercise of stock options, net of any shares utilized to pay for the exercise price of the option and any tax withholding, if applicable. If a director fails to meet or show progress towards satisfying these requirements, the Compensation Committee may reduce future equity grants to that director. Once satisfied, each director is required to maintain the required level of stock ownership for his or her entire tenure of service on the Board. Each member of our Board is currently in compliance with the director stock ownership program, either through satisfying the required level of ownership, or by satisfying the holding requirement.

Summary of 2019 Compensation to Non-Employee Directors

The compensation paid by the Company to the non-employee directors for 2019 is set forth in the table below. Information on compensation for each of Mr. Schechter and Mr. King is set forth in the “Executive Compensation” section below (page 63).

The aggregate number of vested and exercisable stock options held by each director as of December 31, 2019 was as follows: Ms. Anderson – 0; Mr. Bélingard – 5,700; Mr. Davis – 0; Dr. Gilliland – 0; Dr. Kong – 0; Mr. Mittelstaedt – 5,700; Mr. Neupert – 0; Ms. Parham – 0; Mr. Schechter – 0; and Dr. Williams – 2,600. We ceased granting stock options to directors in 2013.

PROPOSAL ONE – ELECTION OF DIRECTORS

The Nominating and Corporate Governance Committee and the full Board have nominated each of Kerrii B. Anderson, Jean-Luc Bélingard, Jeffrey A. Davis, D. Gary Gilliland, Garheng Kong, Peter M. Neupert, Richelle P. Parham, Adam H. Schechter and R. Sanders Williams for election at the 2020 Annual Meeting to hold office until the next annual meeting of shareholders or until his or her earlier death, resignation or removal. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. No director nominee is related to any of our other director nominees or executive officers and there are no arrangements or understandings between a director and any other person pursuant to which such person was selected as a director nominee. If a nominee becomes unavailable or unable to serve before the 2020 Annual Meeting, the Board can either reduce its size or designate a substitute nominee. If the Board designates a substitute, your proxy will be voted for the substitute nominee.

Mr. King will retire from the Board this year. We are deeply grateful to Mr. King for his contributions to the Company. Because Mr. King has not been nominated for re-election, the Board will reduce its size to nine members effective immediately upon the expiration of Mr. King’s term at the 2020 Annual Meeting. Additional details regarding Mr. King’s retirement are included in the section entitled “Executive Transition Arrangements”.

Information about each nominee is included below, including details about the nominee’s qualifications, skills and experiences that supported the determination by the Nominating and Corporate Governance Committee and the Board that the person should serve as a director of LabCorp.

Nominees to the Board of Directors

AGE 55   President and Chief Executive Officer   DIRECTOR SINCE APRIL 2013   OF BOARD MEETINGS

ADAM H. SCHECHTER Chief Executive Officer, Director   EXPERIENCE Adam H. Schechter has served as a director of the Company since April 1, 2013 and as the President and Chief Executive Officer of the Company since November 1, 2019. Prior to that, Mr. Schechter was an Executive Vice President of Merck & Co., Inc. from 2010 to 2018, where he was a member of Merck’s executive committee and pharmaceutical and vaccines operating committee. He served as special advisor to the CEO of Merck from January 2019 to July 2019. He previously served as President of Merck’s Global Human Health Division, which includes the company’s worldwide pharmaceutical and vaccine businesses from 2010 to 2018. Prior to becoming President, Global Human Health, Mr. Schechter served as President, Global Pharmaceutical Business from 2007 to 2010. Mr. Schechter’s extensive experience at Merck included global and U.S.-focused leadership roles spanning sales, marketing, and managed markets, as well as business and product development. He is a Board Member for Water.org and an executive board member for the National Alliance for Hispanic Health.   SKILLS & QUALIFICATIONS

ELECTION OF DIRECTORS

AGE 62   DIRECTOR SINCE MAY 2006   OF BOARD & COMMITTEE MEETINGS

KERRII B. ANDERSON Independent Director   EXPERIENCE Kerrii B. Anderson has served as a director of the Company since May 17, 2006. Ms. Anderson was Chief Executive Officer of Wendy’s International, Inc., a restaurant operating and franchising company, from April 2006 until September 2008, when the company was merged with Triarc. Ms. Anderson served as Executive Vice President and Chief Financial Officer of Wendy’s International from 2000 to 2006. Prior to this position, she was Chief Financial Officer, Senior Vice President of M/I Schottenstein Homes, Inc. from 1987 to 2000. Ms. Anderson has served as a director and a member of the Compensation Committee and Audit Committee of Worthington Industries, Inc. (NYSE: WOR) since September 2010, a director and member of the Audit and Finance Committee of Abercrombie & Fitch Co. (NYSE: ANF) since February 2018, and a director and a member of the Compensation and Management Development Committee of The Sherwin-Williams Company (NYSE: SHW) since April 2019. Ms. Anderson serves on the Financial Committee of the Columbus Foundation and on the Board of Trustees, as well as the Chair of the Finance and Audit Committee for Ohio Health. She serves on the Board of Trustees for Elon University and is Chairwoman of the Audit Committee for Elon. Ms. Anderson served as the Chairwoman of the board of Chiquita Brands International Inc. from October 2012 until the Company was sold on January 6, 2015, and was the chair of the Nominating and Corporate Governance Committee and a Member of the Audit Committee. She also was a director of PF Chang’s China Bistro, Inc. from 2010 until June 2012 and Wendy’s International from 2006 until September 30, 2008.   SKILLS & QUALIFICATIONS

AGE 71   DIRECTOR SINCE APRIL 1995   OF BOARD MEETINGS

JEAN-LUC BÉLINGARD Independent Director   EXPERIENCE Jean-Luc Bélingard has served as a director of the Company since April 28, 1995. Mr. Bélingard currently serves as Operating Advisor to Clayton, Dubilier & Rice, a private equity investment firm, since October 2019. From 2011 to December 2017, Mr. Bélingard served as Chairman and CEO of bioMérieux (Président Directeur Général), the worldwide leader of the IVD microbiology segment and a non-U.S. public company. Mr. Bélingard continues to serve on the board of directors of bioMérieux and as Vice President of Institut Mérieux. Mr. Bélingard retired as Chairman and Chief Executive Officer of Ipsen SA, a diversified French healthcare holding company, on November 22, 2010. He had served in that position since 2002. Prior to this position, Mr. Bélingard was Chief Executive Officer from 1999 to 2001 of bioMérieux-Pierre Fabre, a diversified French healthcare holding company, where his responsibilities included the management of that company’s worldwide pharmaceutical and cosmetic business. From 1990 to 1999, Mr. Bélingard was Chief Executive Officer of Roche Diagnostics and a member of the Hoffman La Roche group Executive Committee. Mr. Bélingard is a director of Lupin Limited (India), a non-U.S. public company. Mr. Bélingard is also a director at Transgene SA an Institut Mérieux company. Mr. Bélingard serves on the board of Laboratoire Pierre Fabre S.A. (France) since 2013, which is owned by The Pierre Fabre Foundation, a government-recognized public organization. Mr. Bélingard is also a member of the Bill and Melinda Gates Foundation CEO Roundtable and has served on the Novo Advisory Group of Novo Holdings since 1998. Mr. Bélingard was Chairman of “FEFIS,” the French Federation of Health Industries (Fédération Française des Industries de Santé) from 2016 to December 2019, and, since January 2017, he has been a member of the Conseil National de l’Industrie (C.N.I.) chaired by the French government. Mr. Bélingard’s long tenure at Roche, Ipsen and bioMérieux demonstrates his valuable business, leadership and management experience, including leading a large healthcare organization with global operations. He brings a strong strategic, operational and risk management background to the Company’s Board and an important international perspective to the board’s deliberations. In addition, Mr. Bélingard has extensive corporate governance experience through his service on other public company boards.   SKILLS & QUALIFICATIONS

ELECTION OF DIRECTORS

AGE 56   DIRECTOR SINCE DECEMBER 2019     OF BOARD AND COMMITTEE MEETINGS

JEFFREY A. DAVIS Independent Director   EXPERIENCE Jeffrey A. Davis has served as a director of the Company since December 1, 2019. Mr. Davis currently serves as the Chief Financial Officer of Qurate Retail Group, a leading retailer and media conglomerate comprised of eight retail brands including QVC, HSN and Zulily, since October 2018. Prior to Qurate Retail Group, Mr. Davis served as Chief Financial Officer of J. C. Penney Company Inc., from July 2017 until September 2018. Prior to joining J. C. Penney, Mr. Davis served as Chief Financial Officer of Darden Restaurants Inc. from July 2015 until March 2016 and Chief Financial Officer of the Walmart U.S. segment of Walmart Inc. from January 2014 to May 2015, and in various other positions of increasing responsibility at Walmart U.S. from 2006 to 2013. Mr. Davis’ experience also includes nine years in senior executive roles at Lakeland Tours LLC and McKesson Corporation. Mr. Davis holds a bachelor’s degree in accounting from the Pennsylvania State University and a master’s degree in business administration from the Joseph M. Katz Graduate School of Business at the University of Pittsburgh. Mr. Davis’ extensive experience in public company leadership and as a CFO across multiple industries brings comprehensive financial management experience to the Board, as well as experience in mergers and acquisitions, capital structure, financial planning and expertise in management.   SKILLS & QUALIFICATIONS

AGE 65   DIRECTOR SINCE APRIL 2014   OF BOARD AND COMMITTEE MEETINGS

D. GARY GILLILAND, M.D., PH.D Independent Director   EXPERIENCE D. Gary Gilliland has served as a director of the Company since April 1, 2014. Dr. Gilliland has served as President and Director Emeritus of the Fred Hutchinson Cancer Research Center in Seattle, WA since January 31, 2020. From January 2, 2015 to January 30, 2020, Dr. Gilliland previously served as President and Director of the Fred Hutchinson Cancer Research Center. Prior to that, he was the inaugural Vice Dean and Vice President for Precision Medicine at the University of Pennsylvania Perelman School of Medicine from October 2013 to January 2015, where he was responsible for synthesizing research and clinical-care initiatives across all medical disciplines including cancer, heart and vascular medicine, neurosciences, genetics, and pathology, to create a national model for the delivery of precise, personalized medicine. From 2009 until he joined Penn Medicine in 2013, Dr. Gilliland was Senior Vice President of Merck Research Laboratories and Oncology Franchise Head. At Merck, Dr. Gilliland oversaw first-in-human studies, proof-of-concept trials, and Phase II/III registration trials that included the development of pembrolizumab (anti-PD1) for treatment of cancer, and managed all preclinical and clinical oncology-licensing activities. Prior to joining Merck, Dr. Gilliland was a member of the faculty at Harvard Medical School for nearly 20 years, where he served as Professor of Medicine and a Professor of Stem Cell and Regenerative Biology. He was also an Investigator of the Howard Hughes Medical Institute from 1996 to 2009, Director of the Leukemia Program at the Dana-Farber/Harvard Cancer Center from 2002 to 2009, and Director of the Cancer Stem Cell Program of the Harvard Stem Cell Institute from 2004 to 2009. Dr. Gilliland has a Ph.D. in Microbiology from UCLA and an M.D. from UCSF. He is board-certified in Internal Medicine and had his Fellowship training in Hematology and Oncology, each at Harvard Medical School. Dr. Gilliland’s expertise in cancer genetics and his experience working within medical communities ranging from academia to the pharmaceutical industry position him to provide a practical and balanced perspective to the Board. Dr. Gilliland also brings to the board executive experience in clinical research, as well as in healthcare finance and mergers and acquisitions.   SKILLS & QUALIFICATIONS

ELECTION OF DIRECTORS

AGE 44   DIRECTOR SINCE DECEMBER 2013   OF BOARD AND COMMITTEE MEETINGS

GARHENG KONG, M.D., PH.D. Independent Director   EXPERIENCE Dr. Kong has served as a director of the Company since December 1, 2013. Dr. Kong is the managing partner of HealthQuest Capital, a healthcare-focused investment firm, and was previously a general partner at Sofinnova Capital, a position he held from 2010 to 2013. Before joining Sofinnova, Dr. Kong was a general partner from 2000 to 2010 at Intersouth Partners, a venture capital firm where he was a founding investor or board member for various life science ventures, several of which were acquired by large pharmaceutical companies. Prior to his investing career, Dr. Kong was employed by GlaxoSmithKline, McKinsey & Company, and TherOx. Dr. Kong has served on the board of directors of Venus Concept Inc. (NASDAQ: VERO), a medical technology company, since June 2017, when HealthQuest made an investment in Venus Concept. Dr. Kong has served on the board of directors of Alimera Sciences, Inc. (NASDAQ: ALIM), a pharmaceutical company that specializes in the commercialization and development of ophthalmic pharmaceuticals, since October 2012, when Sofinnova made an investment in Alimera, where he also served as the Chairman of the Compensation Committee. Dr. Kong has served on the board of directors of Strongbridge Biopharma plc (NASDAQ: SBBP) since 2015. Dr. Kong has previously served on the board of directors of Histogenics Corporation (NASDAQ: HSGX) a public biotechnology company, from July 2012 until February 2019, which he joined in connection with an investment by Sofinnova, and Avedro, Inc. (NASDAQ: AVDR), a commercial-stage ophthalmic medical technology company, from April 2017 until November 2019. Dr. Kong also previously served on the Board of Melinta Therapeutics (NASDAQ: CEMP), a pharmaceutical company formerly known as Cempra Pharmaceuticals, from September 2006 until June 2019. Dr. Kong also sits on the Duke University Medical Center Board of Visitors.   SKILLS & QUALIFICATIONS

AGE 64   DIRECTOR SINCE JANUARY 2013   OF BOARD AND COMMITTEE MEETINGS

PETER M. NEUPERT Independent Director   EXPERIENCE Peter M. Neupert has served as a director of the Company since January 2013. Mr. Neupert was an Operating Partner at Health Evolution Partners, a health only, middle market private equity firm, from January 2012 until June 2015. Prior to that, Mr. Neupert served as Corporate Vice President of the Microsoft Health Solutions Group from its formation in 2005 to January 2012. Mr. Neupert served on the President’s Information Technology Advisory Committee (PITAC), co-chairing the Health Information Technology Subcommittee and helping to drive the “Revolutionizing Health Care Through Information Technology” report, published in June 2004. Mr. Neupert served as the founding President and Chief Executive Officer of drugstore.com from 1998 to 2001 and as Chairman of the board of directors through September 2004. Mr. Neupert has served as a director of Adaptive Biotechnologies Corporation (NASDAQ: ADPT) since December 2013 and currently serves as the Lead Independent Director. He is also a Director of Clinithink Ltd. and Navigating Cancer Inc. He served on the Board of Directors of Quality Systems, Inc., now known as NextGen Healthcare, Inc. (NASDAQ: NXGN) from August 2013 to January 2014 and Freedom Innovations LLC from May 2013 to April 2016. He serves as a trustee for the Fred Hutchinson Cancer Research Center and was an active member of the Institute of Medicine’s Roundtable on Value & Science-Driven Healthcare from 2007 to 2011. Mr. Neupert brings to the Board experience as a recognized expert in health information technology and perspective on how to grow shareholder value leveraging business strategies with technology. Mr. Neupert is an audit committee financial expert as a result of his experience, including his experience as CEO and Chairman of drugstore.com. Mr. Neupert serves as the Board’s Lead Independent Director and brings a deep understanding of the role of the Board and its oversight of corporate governance and business strategy.   SKILLS & QUALIFICATIONS

ELECTION OF DIRECTORS

AGE 52   DIRECTOR SINCE FEBRUARY 2016   OF BOARD AND COMMITTEE MEETINGS

RICHELLE P. PARHAM Independent Director   EXPERIENCE Richelle Parham has served as a director of the Company since February 8, 2016. In October 2019, Ms. Parham became a Managing Director of WestRiver Group, which is a collaboration of leading investment firms that provides integrated capital solutions to the global innovation economy with investments focused on technology, life sciences, energy, and experiential sectors. She is currently a Strategic Advisor at Camden Partners, a private equity firm, where she previously served as a General Partner from October 2016 to October 2019. Prior to Camden Partners, Ms. Parham served as Vice President, Chief Marketing Officer of eBay from November 2010 to March 2015. Ms. Parham was responsible, globally, for eBay brand strategy and brand marketing, to reach 108+ million active eBay users, Internet marketing and for customer relationship management. Prior to joining eBay, Ms. Parham served as head of Global Marketing Innovation and Initiatives and head of Global Marketing Services at Visa, Inc. from 2008 to 2010. Her experience also includes 13 years at Digitas, Inc., a leading marketing agency, where she held a variety of senior leadership roles, including senior vice president and general manager of the agency’s Chicago office. An advocate of empowering female leaders through STEM programs, Ms. Parham is on the advisory board for Girls Who Code. Ms. Parham has served as a Director of Best Buy Co., Inc. (NYSE: BBY) and e.l.f. Beauty, Inc. (NYSE: ELF) since March 16, 2018. She served on the board of directors for Scripps Network Interactive Inc. (NYSE:SNI) from 2012 to March 2018, when Scripps Network was acquired by Discovery Communications. Ms. Parham holds double Bachelor of Science degrees in business administration and design arts from Drexel University. She became a member of the Drexel University board of trustees in 2014.   SKILLS & QUALIFICATIONS

AGE 71   DIRECTOR SINCE MAY 2007   OF BOARD AND COMMITTEE MEETINGS

R. SANDERS WILLIAMS, M.D. Independent Director   EXPERIENCE Dr. R. Sanders Williams has served as a director of the Company since May 16, 2007. Dr. Williams has served as President Emeritus of The J. David Gladstone Institutes since January 1, 2018. Prior to this appointment, he was president of The J. David Gladstone Institutes since November 2009, and he served as Chief Executive Officer of The J. David Gladstone Foundation until December 31, 2018. Dr. Williams also currently is Professor of Medicine at the University of California San Francisco, Professor of Medicine at Duke University, and Senior Advisor for science and technology, Duke University. Dr. Williams served Duke University between 2001 and 2010 as Dean of the School of Medicine, Senior Vice Chancellor, Senior Advisor for International Strategy, and founding Dean of the Duke-NUS Graduate Medical School Singapore. He has served previously as President of the Association of University Cardiologists, Chairman of the Research Committee of the American Heart Association, on the editorial boards of leading biomedical journals, on the Advisory Committee to the Director of the National Institutes of Health and on the board of external advisors of the National Heart, Lung and Blood Institute. Dr. Williams was a director of Bristol-Meyers Squibb Company (NYSE: BMS) from 2006 until May 2013 and has been a director of Amgen, Inc. (NASDAQ: AMGN) since October 2014. Dr. Williams is a member of the National Academy of Medicine, and a Fellow of the American Association for the Advancement of Science.   SKILLS & QUALIFICATIONS

EXECUTIVE OFFICERS

Information regarding each of LabCorp’s executive officers and their relevant business experience is summarized below.

Adam H. Schechter

President and Chief Executive Officer

See “Proposal One: Election of Directors” (page 29) for information about Mr. Schechter.

Lance V. Berberian

Executive Vice President and Chief Information and Technology Officer

Lance V. Berberian (57) has served as Executive Vice President and Chief Information and Technology Officer since February 15, 2020. Prior to that he served as Senior Vice President and Chief Information Officer from February 2014. Mr. Berberian served as Chief Information Officer at IDEXX Laboratories, a global leader in diagnostics and information technology solutions for animal health and food and water quality, from May 2007 to January 2014. Mr. Berberian served as Chief Information Officer and President of Kellstrom Aerospace Defense, a fully integrated supply chain firm, from January 2000 to April 2007. He also served as Chief Information Officer of Interim Healthcare from September 1997 to January 2000.

Brian J. Caveney, M.D., J.D., M.P.H.

Executive Vice President, President, Diagnostics and Chief Medical Officer

Brian J. Caveney (46) has served as Executive Vice President, President, Diagnostics and Chief Medical Officer since November 5, 2019. Prior to that he served as Senior Vice President and Chief Medical Officer from September 2017. In his role as Chief Medical Officer, he has broad responsibility for the medical and scientific strategy of the enterprise. From 2011 until joining the Company, Dr. Caveney was Chief Medical Officer at Blue Cross and Blue Shield of North Carolina (Blue Cross NC). In addition to various roles in the Healthcare Division of the core health plan, Dr. Caveney also served as Chief Clinical Officer of Mosaic Health Solutions, a wholly owned subsidiary of Blue Cross NC for strategic investments in diversified health solutions businesses. Prior to joining Blue Cross NC, Dr. Caveney was a practicing physician and assistant professor at Duke University Medical Center and also provided consulting services for several companies in the Research Triangle Park, North Carolina, region. Dr. Caveney holds an M.D. from the West Virginia University School of Medicine, a J.D. from the West Virginia University College of Law and an M.P.H. in health policy and administration from the University of North Carolina at Chapel Hill. He completed his residency at Duke University Medical Center and is board-certified in preventive medicine, with a specialty in occupational and environmental medicine. He is the past President of the Southeastern Atlantic College of Occupational and Environmental Medicine.

Glenn A. Eisenberg

Executive Vice President and Chief Financial Officer

Glenn A. Eisenberg (58) has served as Executive Vice President and Chief Financial Officer since June 2014. Mr. Eisenberg received his Bachelor of Arts degree from Tulane University in 1982 and his Master of Business Administration from Georgia State University in 1988. From 2002 until joining the Company, he served as the Executive Vice President of Finance and Administration and Chief Financial Officer at The Timken Company, a $4.3 billion leading

EXECUTIVE OFFICERS

global manufacturer of highly engineered bearings and alloy steels and related products and services. Previously, he served as President and Chief Operating Officer of United Dominion Industries, now a subsidiary of SPX Corporation, after working in several roles in finance, including Executive Vice President and Chief Financial Officer. Mr. Eisenberg serves on the Board of Directors of US Ecology, Inc. (NASDAQ: ECOL) since December 2018, and as a director of Perspecta Inc. (NYSE: PRSP) since May 2019. Mr. Eisenberg served on the Boards of Directors of Family Dollar Stores Inc. until July 2015, where he chaired the Audit Committee; and Alpha Natural Resources Inc. until May 2015, where he was the lead independent director and chaired the Nominating and Corporate Governance Committee.

Paul R. Kirchgraber

Executive Vice President and Chief Executive Officer, Covance Drug Development

Paul Kirchgraber (58) has served as Executive Vice President and Chief Executive Officer, Covance Drug Development since November 1, 2019. From July 2018 until then, Dr. Kirchgraber served as Senior Vice President and head of Covance’s clinical trial testing solutions, and he served as Senior Vice President of Central Laboratories from April 2015 until July 2018. He served as Vice President and General Manager of Americas with Covance Central Laboratories from 2012 until 2015. Prior to that Dr. Kirchgraber served as Vice President Global Laboratory Operations and Medical Affairs with Covance Central Laboratory from 2009 – 2015. Prior to joining the Company, Dr. Kirchgraber also served at Quintiles Laboratories Ltd as Vice President and Global Medical Director where he was responsible for oversight of wholly owned laboratories in the U.S., Singapore, South Africa, India, and China and as Senior Director of Laboratory Services/ North American Medical Director where he had operational responsibility for laboratory and specimen management departments and was the medical director of the U.S. laboratory. Dr. Kirchgraber received his medical degree from Cornell University and his Master’s degree in Business Administration from Binghamton University, and he holds three board certifications from the American Board of Pathology.

Mark S. Schroeder

Executive Vice President, and President, Diagnostics Laboratory Operations and Global Supply Chain

Mark Schroeder (59) has served as Executive Vice President and President, Diagnostics Laboratory Operations and Global Supply Chain since November 5, 2019. From March 2016 until then, Mr. Schroeder served as Chief Supply Chain Officer. In that role, he was responsible for LabCorp’s global supply chain management function and overseeing Diagnostics and Drug Development supply chain operations around the world. Prior to that role, he served as Senior Vice President, Integrated Genetics, Oncology and Supply Chain Operations from 2014 to 2016. He was the Senior Vice President, Supply Chain Operations prior to that role, a position he held since joining the Company in May 2007. Mr. Schroeder serves on the FedEx Healthcare Industry Advisory Board. Mr. Schroeder holds a Bachelor’s degree in Interdisciplinary Engineering and Management from Clarkson University.

Judith C. Seltz

Executive Vice President and Chief Human Resources Officer

Judith Seltz (57) has served as Executive Vice President and Chief Human Resources Officer since February 15, 2020. From October 15, 2019 until then, Ms. Seltz served as Senior Vice President and Chief Human Resources Officer. Ms. Seltz previously served as Chief Human Resources Officer at Diversey Inc., a global provider of sustainable hygiene technologies and services, from October 2018 until July 2019. Prior to Diversey, Ms. Seltz was Senior Vice President of Human Resources for the Global Human Health division of Merck and Co., from June 2003 until August 2018. Prior to Merck, she also worked at Hughes Network Systems and ARINC. Ms. Seltz holds a Bachelor of Arts from the University of Richmond and a Master of Administrative Science in human resources management from Johns Hopkins Carey Business School.

Amy B. Summy

Executive Vice President and Chief Marketing Officer

Amy B. Summy (54) has served as Executive Vice President and Chief Marketing Officer since March 2, 2020. Prior to joining LabCorp, she was Partner, Marketing & Insights Practice Leader for the Americas for Ernst & Young from

EXECUTIVE OFFICERS

February 2018 to February 2020. From January 2013 to January 2018, Ms. Summy was Senior Vice President and Chief Marketing Officer for TE Connectivity Ltd., where she built the marketing organization, establishing a digitally centered, customer-driven marketing capability for the company. Prior to that, Ms. Summy was Senior Vice President from July 2011 to December 2012. Ms. Summy also worked for Sapient and SapientNitro from 1996 to 2011, where she held executive agency leadership roles including Managing Director and Chief Marketing Officer. Ms. Summy received her Bachelor’s degree in Finance from Kent State University and holds a Master’s degree in Business Administration from New York University’s Stern School of Business. Ms. Summy co-founded and is a Board Member for No More Kids with Cancer, a childhood cancer research nonprofit dedicated to accelerating the discovery of safer, less toxic and more effective treatments for children with cancer.

Sandra D. van der Vaart

Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary

Sandra D. van der Vaart (60) has served as Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary since February 15, 2020. From February 2019 until then, Ms. Van der Vaart served as Senior Vice President, Global General Counsel and Chief Compliance Officer and Corporate Secretary. Prior to that she served as LabCorp’s Senior Vice President, Deputy Chief Legal Officer from September 2015 until February 2019 and Senior Vice President, General Counsel and Assistant Secretary from January 2009 until September 2015. Prior to serving in these roles, Ms. van der Vaart served in various other roles within the legal department at the Company beginning in January 2001.

Peter J. Wilkinson

Senior Vice President and Chief Accounting Officer

Peter J. Wilkinson (49) has served as Senior Vice President and Chief Accounting Officer since April 2019. From January 2019 until then, Mr. Wilkinson served in the role of LabCorp’s Senior Vice President, Accounting. Prior to that, Mr. Wilkinson served as Executive Vice President and Chief Financial Officer of Syneos Health, Inc.’s clinical division, a biopharmaceuticals services organization, from August 2017 to July 2018 and as Senior Vice President and Chief Accounting Officer of INC Research Holdings, Inc., a publicly traded predecessor to Syneos Health, from February 2016 to August 2017. Mr. Wilkinson also previously served as Senior Vice President in the INC Research finance department from April 2014 to February 2016. Prior to his position with INC Research, Mr. Wilkinson worked as a self-employed financial consultant, following earlier positions as the Chief Accounting Officer at Pharmaceutical Product Development, LLC, a clinical research organization and an auditor with Deloitte.

COMPENSATION DISCUSSION & ANALYSIS

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary

On November 1, 2019, Adam H. Schechter, a veteran Board member and former Lead Independent Director of the Company, was appointed as our President and Chief Executive Officer. Mr. Schechter succeeded David P. King, who had served in these roles since May 2009. This change resulted from a multi-year CEO succession planning process during which Mr. King worked with the Board to secure the best possible successor to build on LabCorp’s success. Mr. King remains an employee of the Company as Senior Advisor to the Chief Executive Officer and will retire as Chairman and a member the Company’s Board upon the expiration of his term on May 13, 2020. Under the transition agreement, Mr. King will continue to serve as Senior Advisor until at least December 31, 2020. We are deeply grateful to Mr. King for his contributions to the Company.

As a part of the transition in the Chief Executive Officer role, Mr. Schechter established a new executive leadership team, drawing from select incumbents, proven leaders promoted from within the Company, and external candidates. The Board supported Mr. Schechter in these efforts, and effective as of November 5, 2019, Dr. Brian Caveney was promoted to the position of Executive Vice President and President of Diagnostics, and Mr. Schroeder was promoted to the position of Executive Vice President and President, Diagnostics Laboratory Operations and Global Supply Chain. The Board has also appointed additional members to the executive management team, including a new Chief Marketing Officer and Chief Human Resources Officer, who are identified in the section “Executive Officers” section on page 34.

Given these changes in leadership, the Compensation Committee has taken action to ensure that the Company’s NEOs have appropriate compensation arrangements and meaningful long-term incentives to align their interests with our shareholders and promote management continuity. These actions are described in more detail in the “2019 Actions” and “Executive Transition Arrangements” sections on pages 45 and 56, respectively.

2019 Company Performance Highlights

The Compensation Committee considers the Company’s financial and business performance, execution of the Company’s strategic plan, leadership, and operational performance in making compensation decisions. The Committee believes that realized compensation should be tied to the performance of the Company and shareholder returns. LabCorp delivered a solid performance in 2019 including two percent consolidated revenue growth and approximately three percent Adjusted EPS growth. This performance aligned with the company’s internal outlook and expectations, and the company’s outlook for 2019 provided to the public markets in early 2019. Our management team continues to drive the disciplined execution of our mission to improve health and improve lives by delivering world-class diagnostic solutions, bringing innovative medicines to patients faster and using technology to improve the delivery of care. Our management team has transformed the Company into a leading global life sciences company with employees in approximately 51 countries.

The Company achieved solid operational and financial performance across a broad range of measures in 2019.

Adjusted Earnings Per Share is a non-GAAP measure that excludes amortization, restructuring and other charges. In 2019, Adjusted Earnings Per Share excluded the $3.02 per diluted share impact from amortization, the $0.13 per diluted share loss on disposition of businesses, the $0.16 per diluted share net gains and losses on venture investments, and the $0.02 per diluted share expense due to the debt refinancing costs.

COMPENSATION DISCUSSION & ANALYSIS

REVENUE AND ADJUSTED EPS EXCLUDING AMORTIZATION: 2009 – 2019

COMPENSATION DISCUSSION & ANALYSIS

Shareholder Engagement and Evolution of Compensation Plan

Over the last five years, our annual advisory vote on executive compensation has averaged support of approximately 95 percent of the shares voted. Last year, our annual advisory vote on executive compensation received support from approximately 92 percent of the shares represented at the 2019 Annual Meeting of Shareholders and entitled to vote. We consider this level of approval indicative of the support of the vast majority of our shareholders. We remain committed to a compensation program that incentivizes our leaders and aligns with our strategy, the key value drivers of our business and the expectations of our shareholders.

To ensure shareholder input is reflected in our programs, we engage with our shareholders throughout the year to discuss their views on our compensation and corporate governance programs as well as other topics of emerging concern and focus. Since our last annual meeting, we have engaged with holders representing more than 75 percent of our shares outstanding. Our shareholder outreach involved members of management and our Board, including our Lead Independent Director and our Audit Committee Chair. We strive to increase our engagement with our shareholders, including by involving our Lead Independent Director as well as other members of our Board in meetings with our largest shareholders. One key area of discussion with our shareholders is our executive compensation program. Input from our shareholders on compensation is shared with our Compensation Committee and discussed as part of the Committee’s annual review of our compensation program. Specific comments we have received from investors are reflected in the evolution of our executive compensation program and compensation best practices, as well as our corporate governance practices, such as the adoption of our Clawback Policy and our Lobbying and Political Contributions Policy. Since the Covance acquisition in 2015, our business has continued to transform and evolve and we have made structural changes to our compensation program to place greater emphasis on long-term performance and strengthen alignment with our strategic priorities.

In late 2018, after discussion with our shareholders, the Committee reviewed the long-term incentive design and considered alternative performance metrics to replace or complement EPS growth, revenue and total shareholder return (“TSR”). An array of metrics were considered in light of the Company’s strategy and level of acquisition activity, ability of leaders across the enterprise to influence different metrics, context on market practice provided by FW Cook, ability to establish meaningful long-term goals, correlation to long-term shareholder value, and transparency to participants. Based on this comprehensive assessment, the Committee decided to retain the same design and performance metrics for 2019, but agreed to periodically review performance metrics to drive continued alignment with the Company’s evolving strategic goals and shareholder expectations.

In addition, we adopted a robust Incentive Compensation Recoupment Policy (the “Clawback Policy”) in 2018, which generally provides for clawback of cash and equity awards upon an Audit Committee or Compensation Committee finding, as applicable, of an accounting restatement caused by material non-compliance, an overpayment of an award based on an accounting error, or employee misconduct, including a Compensation Committee finding of an employee’s act of fraud or dishonesty in the course of the employee’s employment. See “Equity Grant Practices; Clawback Requirement” below for further discussion.

In 2020, LabCorp implemented a Lobbying and Political Contributions Policy. We participate in the development of public policy to protect and advance our interests and in doing so further the Company’s mission to improve health and improve lives through government relations activities including: monitoring and analyzing relevant legislative and regulatory developments to establish our public policy positions; advocacy of our public policy positions through interactions with government officials, directly or through trade associations, coalitions, or other third parties; and operation of a political action committee in the United States to support candidates for public office that are supportive of our objectives. We adopted a Lobbying and Political Contributions Policy which describes our lobbying and political contributions activity and oversight. This policy, which is reviewed and approved by the Audit Committee of the Board on an annual basis, is publicly available on our website.

Compensation Program Overview and Alignment with Company Performance and Shareholder Interests

LabCorp’s executive compensation program is designed to attract, motivate, and retain executives in a highly competitive environment. Our executive compensation philosophy is to pay for performance by rewarding the achievement of specific short-term and long-term operational and strategic goals. We believe our executive compensation program discourages unnecessary risk-taking and aligns the interests of our shareholders with the performance of our executives. This program reflects our strong commitment to a results-driven compensation program.

COMPENSATION DISCUSSION & ANALYSIS

In support of the Compensation Committee’s overarching pay for performance compensation philosophy, our executives’ compensation structure is:

The Committee has structured our executive compensation program to align compensation with performance using three key elements of compensation: (i) annual salary; (ii) annual cash incentive pay; and (iii) long-term incentive awards. The Committee sets total target compensation for these three elements to be competitive in relation to the median peer compensation as reflected in data provided by FW Cook, its independent consultant, while continuing to emphasize the variable or at-risk portion of compensation when establishing the mix among these elements.

Approximately 61 percent of our former CEO’s target compensation is based on long-term Company or stock price performance and is in the form of equity. We believe the significant portion of total compensation delivered in equity tightly aligns our CEO’s performance with the Company’s objectives and our shareholder’s expectations. Over 75 percent of our former CEO’s target compensation is performance-based and at-risk, and we expect Mr. Schechter’s 2020 target compensation to also have approximately 75 percent be performance-based. Mr. Schechter’s compensation arrangements are described in the section entitled “Executive Transition Arrangements”.

The charts below show the mix of pay elements included in total compensation opportunities for 2019 for our former Chief Executive Officer and an average for our other NEOs:

COMPENSATION DISCUSSION & ANALYSIS

The Company seeks to achieve outstanding performance for our shareholders through a focus on increased adjusted operating income, revenue, adjusted EPS, and relative total shareholder return (compared against our peer group). Our compensation program rewards our executives for achieving goals set for these financial measures, as well as provides them a direct incentive to both preserve and create shareholder value and increase the Company’s stock price. A substantial majority of the executives’ 2019 compensation opportunity was in the form of variable and performance-based awards, including performance-based cash compensation under our annual incentive cash plan (the “MIB Plan”), performance shares, stock options and restricted stock units, all of which provide our executives a strong incentive to drive Company performance and increase shareholder value. Incentive compensation is guided by the following principles:

The Committee believes this program reflects our strong commitment to a results-driven compensation program and the amounts earned in 2019 by our NEOs reflect this approach. For example, consistent with the Company’s solid financial performance in 2019, most of the Company’s financial goals under the MIB Plan were achieved near or above target. As a result of performance on those goals and after taking into account individual goals, Mr. King, our former CEO, received a MIB payout at 103 percent of target and the 2019 MIB Plan payouts to the other NEOs, other than Mr. Ratliff, were 103 percent of target.

Our commitment to paying for performance is demonstrated in the graph below, which shows the total payout of the annual non-equity incentive compensation for our former CEO for each year from 2015 to 2019. During the three-year period ending in 2019, the Company reported significant growth in revenue, adjusted earnings per share, and stock price, driven by organic growth and disciplined acquisitions.

COMPENSATION DISCUSSION & ANALYSIS

Strong Compensation Practices

Consistent with the Company’s focus on enhancing the alignment of our executive officers’ interests with those of our shareholders, the Company’s executive compensation program has the following features:

The Role of the Compensation Committee

The Compensation Committee is responsible for the development, oversight and implementation of the executive compensation plan. The Committee works throughout the year reviewing compensation trends, evaluating emerging best practices and considering changes to the executive compensation program that aligns pay with performance and provide our senior management with an incentive to achieve superior financial results for the Company. In determining whether changes to the executive compensation program are needed, the Committee considers the goals and strategic objectives of the Company, including changes to strategy that should be reflected in the incentive structure of the management team. The Committee also considers the results of prior advisory votes on compensation and direct shareholder input in determining changes to the executive compensation program. The Committee approves changes to each component of executive officer compensation, including merit increases in base salary, annual incentive awards and long-term equity incentive awards.

Compensation Decisions for our Chief Executive Officer

With regard to compensation decisions for Mr. King, our former Chief Executive Officer, the Compensation Committee considered the results of his performance assessment, including input from all independent non-employee directors, as well as the Company’s financial and business performance. In an executive session, the chair of the Compensation Committee led the independent non-employee directors through a review of Mr. King’s annual accomplishments, a review and approval of compensation actions recommended by the Compensation Committee, and a review of performance objectives for 2019. The Board (except for Mr. King) reviewed and approved the Committee’s decisions with respect to Mr. King’s compensation. See “Executive Transition Arrangements” on page 56 for a discussion of Mr. Schechter’s 2019 compensation.

The Role of Management

Annually, the Chief Executive Officer is invited to provide input on the Compensation Committee’s executive compensation decisions, and for 2019, the Compensation Committee delegated to Mr. King the responsibility of

COMPENSATION DISCUSSION & ANALYSIS

determining the individual and strategic goals for the annual incentive plans for each of the other NEOs, subject to the approval of the Compensation Committee. Mr. King’s input and compensation proposals for the other NEOs are based on his assessment of past and expected individual performance and contribution. In addition, the Company’s Chief Human Resources Officer, generally attends and participates in meetings of the Compensation Committee, and provides input on the design and implementation of the Company’s executive compensation program.

The Role of the Independent Consultant

FW Cook, the Committee’s independent compensation consultant, plays an integral role in supporting the Compensation Committee in the compensation-setting process, and one of its representatives attends most of the Compensation Committee meetings to serve as a resource for the Committee. FW Cook provides insight and advice related to the Company’s compensation plans and policies, and provides recommendations based on compensation trends and regulatory and compliance developments. To encourage independent review and discussion of executive compensation matters, the Compensation Committee and the Committee chair regularly meet with the independent compensation consultant in executive sessions without management present. The Compensation Committee has sole authority to retain or replace the independent compensation consultant. To maintain consultant independence, Compensation Committee pre-approval is required for all services performed by the independent compensation consultant. In 2019, the Committee assessed the independence of FW Cook considering, among other factors, the independence factors established by the New York Stock Exchange. Specifically, FW Cook provides no services to the Company or its management other than the services provided to the Compensation Committee in its capacity as the Committee’s independent adviser on executive compensation matters. FW Cook affirmed that no member of the consulting team has any business or personal relationship with the CEO or any member of the Company’s Compensation Committee. FW Cook also affirmed that neither FW Cook nor any member of the consulting team serving the Company’s Compensation Committee owns any stock of the Company. In addition, the Committee evaluated the work of FW Cook and determined that its work raised no conflict of interest, including under applicable New York Stock Exchange factors. Considering all of these factors, the Compensation Committee concluded FW Cook was independent.

Use of Peer Group

In evaluating executive compensation, the Compensation Committee considers both absolute performance of the Company and performance relative to an established peer group, as well as the pay practices of that peer group. With input from FW Cook and recognizing that LabCorp has no directly comparable competitors, the comparative peer group is selected from public companies in the healthcare services industry that are closest to LabCorp in terms of scope of services and are of a similar size in terms of revenue, profitability, cash flow, market capitalization and number of employees. Each year, with the support of FW Cook, the Committee reviews the previous year’s peer group to ensure it remains valid for benchmarking purposes and adjusts as needed to reflect changes in business strategy and circumstances (e.g., acquisitions). The companies included in the 2019 comparative peer group were:

Additionally, in April 2019, upon the recommendation of FW Cook, Envision Healthcare Corporation was removed from the peer group following it being taken private in October 2018 and Zimmer Biomet Holdings, Inc. was added to the peer group as the Committee believes that its size and business mix makes it a suitable comparator for LabCorp. The updated peer group was used in advising the Committee on the compensation decisions made in November 2019.

COMPENSATION DISCUSSION & ANALYSIS

Annually, FW Cook prepares a review of competitive total compensation for the Company’s executives versus total compensation for similar positions at our peer group companies and utilizes national general industry and life sciences survey data for executives for whom there is insufficient comparable information in the peer company proxy statements.

2019 Actions

In the discussion below with respect to our 2019 compensation program, we have not described Mr. Schechter’s compensation, as his compensation was set separately in connection with his appointment to position of President and Chief Executive Officer. The section below entitled “Executive Transition Arrangements” provides additional details regarding Mr. Schechter’s compensation.

Our executive compensation program focuses on three key elements of compensation: (i) annual salary; (ii) annual cash incentive pay; and (iii) long-term incentive awards. The following chart shows how these elements were used by the Compensation Committee in 2019.

In addition to the three main elements of our compensation program, we also provide limited perquisites, severance benefits, and post-retirement benefits as part of a standard, competitive compensation package.

From time to time, the Committee, in its discretion, determines that certain executives should receive additional compensation outside of the annual compensation program.

In 2019, the Committee determined that Mr. Eisenberg should receive, and in November 2019 granted him, a special retention restricted stock award with an approximate value of $5,000,000. With a focus toward retention, the Committee determined to grant this award to incentivize Mr. Eisenberg to continue as Executive Vice President and Chief Financial Officer over the long-term. In making this determination, the Committee considered Mr. Eisenberg’s significant contributions to the Company’s business performance, his strong relationships with shareholders and the investor community, and his ability to provide strategic guidance to our financial planning processes.

The award was granted in November 2019 and provides that 30 percent will vest on the one-year anniversary of the grant date, 30 percent will vest on the second anniversary of the grant date, and 40 percent will vest on the third anniversary of the grant date. The 40 percent that is scheduled to vest on the third anniversary is subject to a relative total shareholder return (“TSR”) metric. The TSR metric provides that if the three-year cumulative relative TSR falls

COMPENSATION DISCUSSION & ANALYSIS

below the 25th percentile of our peer group, the calculated payout will be reduced by 25%, and if the three-year cumulative relative TSR is above the 75th percentile, the calculated payout will be increased by 25%.

The Committee periodically evaluates the competitiveness of the rewards package and equity due to vest over the next few years for each executive.

As a result of such a review, the Committee determined that Mr. Berberian and Dr. Caveney should each receive a one-time Restricted Stock Unit award with an approximate value of $1,000,000 given their continued contributions, the importance of their roles as Chief Information Officer (the “CIO RSU Award”) and Chief Medical Officer (the “CMO RSU Award”), respectively, within the changing landscape of healthcare, the criticality of integrating technology into our business, the growing importance of cybersecurity, and to strengthen the incentive for them to remain with the Company over the next three years. These awards were granted in February 2019 and vest in three equal annual installments.

In addition, Mr. Schroeder received a bonus of $250,000 as shown in the Summary Compensation Table on page 63. This bonus was to recognize Mr. Schroeder who served as interim leader of the Diagnostics West Division from October 2018 until September 2019 when the new leader of the West Division was hired. Mr. Schroeder led the West Division in addition to his regular role at the time of SVP, Chief Supply Chain Officer.

Base Salary

While the Compensation Committee generally targets salary levels of the NEOs at or below the median of the peer group, it retains the flexibility to adjust individual compensation to take into account variations in the individual’s job experience and responsibility, including as reviewed and recommended to the Committee by the Chief Executive Officer. Annual changes in base salaries are determined using several factors, including the peer group’s practices, our performance, the individual’s performance and increases generally provided to our employees.

Effective July 2019, the Committee increased Mr. King’s base pay by 2.5 percent. The table below sets forth the base salary changes for the NEOs during 2019.