DEAR SHAREHOLDER:

		“In 2022, Labcorp took decisive actions to navigate a challenging operating environment. The Company generated meaningful topline growth in Diagnostics and demonstrated strong underlying fundamentals in Drug Development. Management progressed value creation initiatives by announcing the planned spin of our Clinical Development and Commercialization Services business, and we entered several important hospital laboratory partnerships. Labcorp has set the course for the next phase of our long-term growth plan, and we believe in our enterprise strategy and team with deep conviction.”   ADAM H. SCHECHTER

Dear Shareholder,

NOTICE OF 2023 ANNUAL MEETING

OF SHAREHOLDERS

Important notice regarding the availability of proxy materials for the 2023 Annual Meeting of Shareholders to be

held on May 11, 2023. Our Proxy Statement and Annual Report to Shareholders are available at:

www.proxyvote.com.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on current expectations, forecasts, assumptions and other information available to Laboratory Corporation of America Holdings (“Labcorp,” the “Company,” or “we”) as of the date hereof. Forward-looking statements involve inherent risks and uncertainties, include statements regarding Labcorp’s expectations, beliefs, intentions, or strategies regarding the future, including with respect to business, financial, operational, compensation, and environmental, social and governance matters, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “should,” “seeks,” “approximately,” “estimate,” “goal,” “intend,” “may,” “plan,” “should,” “will,” and “would” or similar words. Labcorp’s actual results, performance or events may differ materially from these forward-looking statements made or implied due to a number of risks and uncertainties relating to Labcorp’s business, including the effect of broader economic and market conditions, Labcorp’s ability to execute its business and growth strategies, including statements relating to the anticipated timing, consummation, tax treatment, and benefits of its planned spin-off of the Clinical Development and Commercialization Services (“CDCS”) business, and Labcorp’s ability to achieve its environmental, social, and governance goals, the impact of supply chain constraints or disruptions, and the risks and uncertainties discussed in Labcorp’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 filed with the Security and Exchange Commission (the “SEC”) on February 28, 2023 (“2022 Annual Report”) as well as Labcorp’s other filings with the SEC. Labcorp undertakes no obligation to revise or update any forward-looking statements made in this Proxy Statement, whether as a result of new information, future events or circumstances, or otherwise, except as required by law.

Information contained on or available through our website is not incorporated by reference in or made part of this proxy statement and any references to our website are intended to be inactive textual references only. 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.

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 12)

The following table summarizes the proposals to be considered at the 2023 Annual Meeting and the Board’s voting recommendation with respect to each proposal.

PROXY SUMMARY

How to Cast Your Vote (page 13)

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

		Mail. Complete, sign, and return your proxy card or voting instruction card so that it is received before the polls close on Thursday, May 11, 2023. Sign your name exactly as it appears on the proxy card.						Telephone. (1-800-690-6903) until 11:59 p.m., Eastern Daylight Time on Wednesday, May 10, 2023
		Internet. (www.proxyvote.com) until 11:59 p.m., Eastern Daylight Time on Wednesday, May 10, 2023						At the Annual Meeting. You may participate in and vote your shares live over the Internet during the 2023 Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/LH2023. Even if you plan to attend the virtual Annual Meeting, we recommend that you also submit your proxy card or vote by telephone or via the Internet by the applicable deadline so that your vote will be counted if you later decide not to attend the meeting.

Environmental, Social, and Governance (“ESG”) Highlights (page 15)

Labcorp is committed to strong governance practices, including:

Labcorp is also committed to social and environmental 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. The Company maintains an EHS, Social and Governance Steering Committee (“ESG Committee”) comprised of members of our management team, to assist our Chief Executive Officer (“CEO”) and Executive Committee in setting our general ESG strategy and to consider and recommend policies, practices, and disclosures that conform with our strategy.

We have a diverse workforce with a broad range of unique experiences and talents. Labcorp believes that the diversity of its employees and its inclusive programs contribute to a healthy, productive, and respectful work environment. In 2022, we were recognized for the fifth consecutive year as a Best Place to Work for LGBTQ+ Equality, with a score of 100% from Human Rights Campaign’s Corporate Equality Index, the nation’s foremost benchmarking survey and report on corporate policies and practices related to LGBTQ+ workplace equality. We were also named to FORTUNE^® magazine’s 2022 List of World’s Most Admired Companies, making the annual list for the fourth time, the Forbes 2022 list of World’s Best Employers for the third consecutive year, and the Forbes 2022 list of Best Employers for New Graduates. We were also named as a Best Place to Work for Disability Inclusion by the Disability Equality Index and one of Newsweek’s 2022 America’s Most Responsible Companies.

PROXY SUMMARY

In 2022, we continued our efforts to improve our diversity profile for the benefit of the Company and our employees, patients, and customers with the expansion of training and mentoring programs, leadership development programs, and global expansion of our growing Employee Resource Groups (“ERGs”). ERGs are led by employee volunteers and are important resources to foster cross-company connections, encourage belonging, support career development, and champion employee voices. The Company now has eight unique ERGs with 106 chapters in 15 countries, growing by 30 local chapters from 2021. Each ERG has executive sponsorship from senior leadership.

As we commit to improving health and lives across our global communities, we also seek to take actions that will preserve the environment and evolve our operations in increasingly sustainable ways. Our initiatives have included: (i) submitting proposed science-based targets to the Science Based Targets initiative (SBTi) in December 2022 and anticipate receiving feedback in Q3 2023, and once approved, we will publish our targets; (ii) a reduction of combined absolute Scope 1 & Scope 2 emissions by 11% since 2021; (iii) a reduction in overall waste by 10%, and a reduction in waste to landfill by 7%, from 2021 to 2022; (iv) increase in US fleet fuel efficiency by 2% since 2021; (v) reduction in water withdrawal by 6.5% since 2020; and (vi) increase in total renewable electricity and credits to 5% since 2020. Labcorp also continues to participate in the EcoVadis and Carbon Disclosure Project (“CDP”) environmental sustainability ratings. In 2022, we received a Bronze Rating from EcoVadis and improved our CDP Climate Change rating to a B. We use the knowledge gained from our CDP participation to refine our carbon and energy reduction strategy.

We publish a Corporate Responsibility Report, which highlights our commitment to environmental and social responsibility responsibility, including our progress against our 2025 environmental sustainability goals. A copy of our current Corporate Responsibility Report can be found under the “Corporate Governance” section of the “Investors” page on our website. Nothing on our website, including our Corporate Responsibility Report, shall be deemed incorporated by reference into this Proxy Statement.

Shareholder Engagement (page 18)

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 2022, through our active shareholder engagement program 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, including:

Director Nominees (page 35)

The following table provides summary information about each director nominee.

PROXY SUMMARY

Snapshot of 2023 Director Nominees

ALL DIRECTOR NOMINEES EXHIBIT:

 

•

personal and professional integrity;

 

•

diverse skill sets and experience to advise the Company regarding its medical, scientific, operational, strategic, technology, and governance goals;

 

•

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

•

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

 

•

exceptional ability and judgment; and

 

•

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 of Directors		Average Age of Directors		Diversity
10.4   YEARS		61.8 YEARS		54.5%
0-5 years           6-10 years		<60 years          61-70 years		Gender Diversity		●●●●  4
●●●  3                 ●●●●●  5		●●●●●●  6             ●●●  3		Ethnic/Racial Diversity		●●●  3
>11 years		>70 years
●●●  3		●●  2

 

		Business Strategy Experience 9 out of 11 ● ● ● ● ● ● ● ● ● ● ●				International Experience 9 out of 11 ● ● ● ● ● ● ● ● ● ● ●
		Corporate Finance and M&A 11 out of 11 ● ● ● ● ● ● ● ● ● ● ●				Risk Management Experience 9 out of 11 ● ● ● ● ● ● ● ● ● ● ●
		Corporate Governance Experience 11 out of 11 ● ● ● ● ● ● ● ● ● ● ●				Sales and Marketing Background 6 out of 11 ● ● ● ● ● ● ● ● ● ● ●
		Executive Leadership Experience 11 out of 11 ● ● ● ● ● ● ● ● ● ● ●				Talent Management Expertise 11 out of 11 ● ● ● ● ● ● ● ● ● ● ●
		Healthcare/Clinical Research Background 7 out of 11 ● ● ● ● ● ● ● ● ● ● ●				Technology/Cybersecurity Expertise 4 out of 11 ● ● ● ● ● ● ● ● ● ● ●

PROXY SUMMARY

Key Financial Highlights

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

Pay for Performance (page 90)

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 financial, operational, and human capital related goals.

Labcorp seeks to achieve outstanding performance for our shareholders through focusing our executives on revenues, adjusted EPS, adjusted operating income, net orders in our Drug Development segment, and relative Total Shareholder Return (“TSR”) compared to the peer group of companies we use for compensation purposes. Our compensation program rewards our executives for achieving financial objectives, while providing us the opportunity to modify their payouts based on achievement of corporate and ESG goals and individual contributions. A majority of the value of our named executive officers’ annual target compensation opportunity, including performance-based cash compensation and performance shares, is subject to the achievement of Company 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 91% of the shares represented at the 2022 Annual Meeting of Shareholders 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 and Human Capital Committee’s (“CHC Committee”) annual review of our compensation program.

2022 Executive Total Compensation (page 50)

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

PROXY SUMMARY

For 2022, approximately 75% of the total target compensation set by the CHC Committee in February 2022 for Mr. Schechter, our President and CEO, was performance-based and at-risk. For the other Named Executive Officers (“NEOs”), approximately 68% of the average total target compensation was performance-based and at-risk. The charts below show the mix of pay elements included in total compensation opportunities for 2022 for our CEO and an average for our other NEOs:

PROXY SUMMARY

Advisory Vote to Approve Executive Compensation (page 90)

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 CHC 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:

Advisory Vote to Recommend Frequency of Future Non-Binding Executive Compensation Votes (page 92)

We ask that our shareholders recommend that future non-binding advisory votes on executive compensation, like the vote in Proposal Two in this Proxy Statement, continue to be held every year. We currently hold such a vote annually, and we are required to hold the vote at least once every three years. Shareholders may indicate whether they would prefer that we continue to hold an advisory vote on executive compensation annually or whether they would prefer that we instead hold the vote every two or three years. Although this vote is advisory and therefore non-binding, the Board intends to consider the outcome of the vote in determining how frequently we will hold future non-binding executive compensation votes.

Auditors (page 93)

We ask that our shareholders ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023.

PROXY SUMMARY

Below is summary information about Deloitte & Touche LLP’s fees for services provided in fiscal years 2022 and 2021, respectively.

Proxy Statement

Labcorp is providing you with these proxy materials in connection with its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”), this Proxy Statement and the 2022 Annual Report were first mailed to shareholders of record on or about March 30, 2023. 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

2023 Annual Meeting of Shareholders

Labcorp’s 2023 Annual Meeting is scheduled to occur on Thursday, May 11, 2023 at 9:00 a.m., Eastern Daylight Time. The 2023 Annual Meeting will be a virtual meeting and will be webcast live at www.virtualshareholdermeeting.com/LH2023. We believe that conducting the 2023 Annual Meeting as a virtual meeting will encourage higher levels of shareholder participation while also helping us to limit the financial and environmental costs associated with the 2023 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 16, 2023, the record date (the “Record Date”), are eligible to receive notice of, and to vote electronically at, the 2023 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 Deloitte & Touche LLP, independent auditor for Labcorp for the year ending December 31, 2022, will be present at the 2023 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 (Microsoft Edge, Firefox, Google 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 2023 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 2023 Annual Meeting.

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 1-855-449-0991 (Toll Free) or 1-720-378-5962 (International Toll) or email to investor@Labcorp.com. Technical support will be available starting at 8:30 a.m. EDT on May 11, 2023.

If you wish to submit a question, or make a comment during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/LH2023, 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, the remaining pertinent questions will be answered on our Investor Relations site. 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 2023 Annual Meeting will be archived and accessible through December 31, 2023.

GENERAL INFORMATION

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 11, 2023

Pursuant to the “notice and access” rules adopted by the SEC, Labcorp has elected to provide access to its proxy materials and the 2022 Annual Report over the Internet and sent the Notice to shareholders of record as of the Record Date on or about March 30, 2023. 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 2023 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 2023 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 2023 Annual Meeting and is not aware of any other matters to be brought before the meeting. See the section “Other Matters” on page 108 for information about presenting proposals for the 2023 Annual Meeting. Please also see the section “Identification and Evaluation of Director Candidates” on page 25 for information about shareholder nominations to the Board.

GENERAL INFORMATION

Voting Procedures and Solicitation of Proxies

Quorum and Voting Requirements

The Board is soliciting your vote at the 2023 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 2023 Annual Meeting. At least a majority of the total 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 2023 Annual Meeting for a quorum to be established. At the close of business on the Record Date, there were 88,500,941 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 2023 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% 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 their resignation for consideration by the Board. The affirmative vote of a majority of shares of Common Stock represented at the 2023 Annual Meeting and entitled to vote is required for approval of the other proposals noted above other than Proposal Three. A plurality of the votes cast for Proposal Three will determine the shareholders’ preferred frequency for holding an advisory vote on executive compensation. This means that whichever of the three options (every one year, two years or three years) receives the greatest number of votes will be considered the preferred frequency of the shareholders. While the votes to approve executive compensation and frequency of future non-binding executive compensation votes are advisory in nature and non-binding, the Board will review the voting results and expects to take them into consideration when making future decisions regarding executive compensation. Abstentions will have no effect on the election of the directors or Proposal Three, but will have the same effect as a vote against the other proposals scheduled for the 2023 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:

		Mail. Complete, sign, and return your proxy card or voting instruction card so that it is received before the polls close on Thursday, May 11, 2023. Sign your name exactly as it appears on the proxy card.						Telephone. (1-800-690-6903) until 11:59 p.m., Eastern Daylight Time on Wednesday, May 10, 2023
		Internet. (www.proxyvote.com) until 11:59 p.m., Eastern Daylight Time on Wednesday, May 10, 2023						At the Annual Meeting. You may participate in and vote your shares live over the Internet during the 2023 Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/LH2023. Even if you plan to attend the virtual Annual meeting, we recommend that you also submit your proxy card or vote by telephone or via the Internet by the applicable deadline so that your vote will be counted if you later decide not to attend the meeting.

GENERAL INFORMATION

You may change your vote or revoke a proxy at any time prior to the 2023 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 2023 Annual Meeting that are not otherwise specified in the Notice.

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 2023 Annual Meeting.

Even if your shares are held in street name, you may participate in the virtual 2023 Annual Meeting and vote your shares during the meeting by visiting www.virtualshareholdermeeting.com/LH2023, listening to the live webcast, and casting your vote online. See “2023 Annual Meeting of Shareholders” for information about participating in the 2023 Annual Meeting.

Proxy Expenses

Labcorp will bear the expenses to prepare proxy materials and to solicit proxies for the 2023 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 2023 Annual Meeting

The voting results of the 2023 Annual Meeting will be disclosed no later than four business days after the 2023 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 provide for the Company’s long-term success for the benefit of our shareholders.

Labcorp is also committed to social and environmental 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.

Labcorp’s ESG Committee assists our CEO and the Executive Committee in setting our overarching ESG strategy and considers and recommends policies, best practices, and the communication of these policies and practices to align with this strategy. ESG subcommittees have been appointed to engage subject matter experts across the organization and to drive improvement, innovation, and engagement across the enterprise. The Co-Chairs of the ESG Committee regularly report to the Executive Committee and the Board on ESG matters to ensure alignment, consistency, and efficiency on oversight and implementation of ESG matters.

Diversity, Equity, and Inclusion

We have a diverse workforce with a broad range of unique experiences and talents. Labcorp believes that the diversity of its employees and inclusive programs contribute to a healthy, productive, and respectful work environment. Our strategy reflects our belief that our diverse talent is core to our ability to meet customer needs. Every person has a critical role in delivering on our mission.

We strive for an inclusive and diverse culture at Labcorp, and we have been recognized externally for our efforts over the years. In 2022, we were recognized for the fifth consecutive year as a Best Place to Work for LGBTQ+ Equality, with a score of 100% on the Human Rights Campaign Foundation’s Corporate Equality Index. The index is the nation’s foremost benchmarking survey and report on corporate policies and practices related to LGBTQ+ workplace equality. In 2022, Labcorp also received a score of 100%, the highest score possible, on the Disability Equality Index, a comprehensive benchmarking tool for measuring disability inclusion in the workplace and was also recognized as a Best Place to Work for Disability Inclusion. In addition in 2023, Labcorp was recognized as a Military Friendly Employer, a standard that measures an organization’s commitment, effort and success in creating sustainable and meaningful opportunity for the military community, and as one of Newsweek’s 2022 America’s Most Responsible Companies.

We were also named to FORTUNE^® magazine’s 2022 List of World’s Most Admired Companies, making the annual list for the fourth time, the Forbes 2022 List of World’s Best Employers for the third consecutive year, and the Forbes 2022 list of Best Employers for New Graduates.

Our Chief Diversity and Inclusion Officer reports dually to the CEO and the Chief Human Resources Officer. The Chief Diversity and Inclusion Officer also attends meetings of, and makes regular reports to, the CHC Committee.

The CHC Committee oversees our strategic framework to advance our diversity, equity, and inclusion initiatives. Our three priorities are: (i) empowering inclusive leadership; (ii) building and sustaining a diverse talent pipeline; and (iii) creating an environment for engagement across Labcorp and in our communities. Our diversity and inclusion (“D&I”) strategy is designed as a continuing journey to evolve our workforce to be more inclusive as the dynamics of the global workforce changes. To this end, in 2022, the Company continued to implement actions based on our D&I pillars of focus intended to foster a more inclusive environment and strengthen our culture, some of which include:

CORPORATE GOVERNANCE

Our employees also have continued to engage through our expanding array of ERGs, another avenue through which we strive to support inclusiveness and diversity. ERGs are led by employee volunteers and are important resources to foster cross-company connections, encourage belonging, support career development, and champion employee voices. The Company now has eight unique ERGs with 106 chapters in 15 countries, growing by more than 30 local chapters from 2021. Each ERG has executive sponsorship from senior leadership. Our ERGs are:

Our commitment to diversity, equity, and inclusion, and ESG initiatives more broadly, also extends to our business relationships with suppliers and third-party partners. We conduct rigorous vendor risk assessment processes to vet for compliance with laws, including data privacy and security, and commitments to human rights. In addition to our focus on maintaining and promoting fundamental human rights in our operations and throughout our supply chain, as discussed in the section “Human Rights” below, we have made a significant effort to support diverse business vendors, suppliers, and contractors whenever possible, and Labcorp has an active small business purchasing program. Labcorp conducted business with approximately 1,300 suppliers that are small enterprises owned by minorities, women, veterans, disabled individuals, or the economically disadvantaged in 2022.

Community

As a global company on a mission to improve health and improve lives around the globe, we are proud to be able to serve individuals beyond the scope of a healthcare setting. Labcorp, its employees, and The Labcorp Charitable Foundation collaborate to support non-profit organizations around the globe that are removing barriers and improving access to care. The Labcorp Charitable Foundation, a private, charitable 501(c)(3) organization established by Labcorp, invested in more than 120 programs in 2022 that align with the Company’s strategic mission to improve health and improve lives in the areas of health, education, and community.

Labcorp, its employees, and The Labcorp Charitable Foundation collectively supported efforts around the globe through the annual Employee Giving Campaign and Cards of Encouragement Campaign. Employee donations made through the Employee Giving Campaign were eligible for a match from The Labcorp Charitable Foundation and supported the work of American Cancer Society, American Heart Association, American Diabetes Association, American Red Cross Disaster Relief, United Way, the National Urban League, and new this year, Project HOPE. Additionally, in honor of the life and legacy of Dr. Martin Luther King, Jr., colleagues participated in “Cards of Encouragement”, an initiative to lift the spirits of hospitalized children and their families. With the help of Cards for Hospitalized Kids, close to 8,000 cards were distributed to children and their families staying at Ronald McDonald Houses or receiving treatment at children’s hospitals. Additionally, The Labcorp Charitable Foundation made a financial donation to the 39 supported charities.

CORPORATE GOVERNANCE

Global colleagues also supported the local communities where they live and work. Colleagues in India, for example, collaborated with local agencies, including Child Rights and You (CRY), The Akshaya Patra Foundation, and St. Jude India Childcare Centres, for implementation of efforts supporting underprivileged children. Funding to the identified agencies provided services such as a mid-day meal program, serving 150,026 meals to 1,713 children; education access and dropout prevention, engaging 2,000 families and providing supplementary education for 1,265 children; and cost-free accommodations for children undergoing cancer treatment.

In observation of Childhood Cancer Awareness Month, Company colleagues in Geneva, Switzerland supported Association Romande des Familles d’Enfants atteints d’un Cancer (ARFEC) to benefit hospitalized children and their families through toy drives, the creation and sale of a calendar, and participation in a Geneva 20 kilometer race.

Dynacare, a Labcorp company based in Canada, teamed up with Diabetes Canada to organize the #Dyncare4Diabetes campaign for the second consecutive year. The campaign raises awareness of diabetes and provides accessible and free testing for at risk individuals. In addition to offering free hemoglobin A1C testing at all Dynacare laboratory locations across the Greater Toronto area and at mobile community clinics, Dynacare donated 50 cents to Diabetes Canada for every individual that participated in the campaign, up to a total of $25,000.

Environmental

We believe investments in the environment and sustainability are part of our mission of improving health and improving lives. Our initiatives have included: (i) submitting proposed science-based targets to the Science Based Targets initiative (SBTi) in December 2022 and anticipate receiving feedback in Q3 2023, and once approved, we will publish our targets; (ii) a reduction of combined absolute Scope 1 & Scope 2 emissions by 11% since 2021; (iii) a reduction in overall waste by 10%, and a reduction in waste to landfill by 7%, from 2021 to 2022; (iv) increase in US fleet fuel efficiency by 2% since 2021; (v) reduction in water withdrawal by 6.5% since 2020; and (vi) increase in total renewable electricity and credits to 5% since 2020. Labcorp also continues to participate in the EcoVadis and CDP environmental sustainability ratings. In 2022, we received a Bronze Rating from EcoVadis and improved our CDP Climate Change rating to a B. We use the knowledge gained from our CDP participation to refine our carbon and energy reduction strategy.

Our Board has delegated the oversight of our environmental risks and initiatives to our Quality and Compliance Committee.

Human Rights

We recognize the importance of maintaining and promoting fundamental human rights in our operations and throughout our supply chain, and we operate under principles and guidance derived from the United Nations, the International Labor Organization, and the Organization for Economic Cooperation and Development. Our Quality and Compliance Committee and CHC Committee have oversight over these risks and report regularly to the Board. The Company operates under policies and programs that (i) promote fair and equitable wages, benefits and other conditions of employment in accordance with local laws, (ii) recognize employees’ right to freedom of association, (iii) provide humane and safe working conditions, (iv) support a work environment that is free from human and sexual trafficking, forced and bonded labor, and unlawful child labor, (v) promote a workplace free of discrimination and harassment, and (vi) address the human rights and environmental issues connected with the mining and trading of conflict minerals.

Environmental and Social Reporting

We publish a Corporate Responsibility Report, which highlights our commitment to environmental and social responsibility, including our progress against our 2025 environmental sustainability goals. A copy of our current Corporate Responsibility Report can be found under the Corporate Governance section of the Investors page on our website. Nothing on our website, including our Corporate Responsibility Report, shall be deemed incorporated by reference into this Proxy Statement.

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Shareholder Engagement

In 2022, we continued our active shareholder engagement program. Our outreach to shareholders extends beyond operational results and business strategy; we also engage in outreach efforts to specifically discuss corporate governance, executive compensation, ESG, and other matters important to our shareholders. In 2022, we engaged with shareholders that represented more than 80% of the Company’s outstanding shares, including over 250 one-on-one meetings and calls, to review and receive input on our corporate governance practices and executive compensation program, our performance, the planned spin-off of our CDCS business, our differentiated and innovative solutions, our social and environmental initiatives and policies, our progress in executing on our strategic priorities as a leading global life sciences company, and our enterprise risk management.

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 Two” below for this year’s “say-on-pay” proposal. Last year, approximately 91% of the shareholders’ votes represented at the 2022 Annual Meeting of Shareholders and entitled to vote on this proposal were voted in favor of the proposal. The CHC 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 CHC Committee continues to evaluate executive compensation using the same clear principles of performance-based compensation.

Shareholder Engagement In 2022
Types of Outreach
•   Healthcare and Investor Conferences and Other Presentations		• Virtual one-on-one meetings and calls
Key Areas of Shareholder Interest
•   Earnings and financial performance   •   Compensation practices, specifically pay-for-performance compensation practices   •   Board composition, including a focus on diversity (gender and ethnicity), tenure, and refreshment; and cybersecurity, data privacy, and data protection expertise   •   Board focus on sustainability and meaningful ESG policies and disclosures		• Enterprise risk management, including cybersecurity risk management and supplier oversight   •   Human capital management, including holistic succession planning, recruitment, retention, diversity and inclusion training and development   •   Our response to and the impacts of the COVID-19 pandemic

As a result of our shareholder engagement in 2022, we took action that demonstrates our strong commitment to corporate governance:

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Board Structure and Independence

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Board Composition

The cornerstone of our governance philosophy is an independent and highly qualified Board. 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 eight directors to no more than fifteen directors. There are currently eleven members of the Board, and each member is standing for election at the 2023 Annual Meeting. For more details about the nominees for directors and their biographies, please see “Proposal One – Election of Directors” (page 35).

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The Board carefully evaluates each incoming director candidate based on selection criteria and overall priorities for Board composition, including the Board’s commitment to actively developing a diverse pool of individuals from which director nominees may be selected. The selection criteria 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, coupled with 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. Seven of the ten non-employee director nominees joined the Board within the last ten years.

It is the policy of the Board that any director who experiences a significant change in responsibilities in such director’s present job will tender their resignation to the Chairman of the Board for consideration by the Nominating and Corporate Governance Committee, which will recommend to the Board the action, if any, to be taken with respect to the resignation. In January 2023, Ms. Kliphouse announced her intention to retire from her current employment in June 2023, and in light of this anticipated change in principal employment, submitted an offer of resignation. Following a review and upon a recommendation of the Nominating and Corporate Governance Committee, the Board declined her offer of resignation.

The following charts provide information on the expected composition of the directors on our Board if the current nominees are elected at the 2023 Annual Meeting.

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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, both of which are available under the Corporate Governance section 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, 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 Chair of the Board leads the Board and oversees Board meetings and the delivery of information necessary for the Board’s informed decision making. The Chair also serves as the principal liaison between the Board and our management. The Board and the Board’s Nominating and Corporate Governance Committee routinely evaluates whether the roles of Chair and CEO should be separated or combined based on its judgment as to the structure that best serves the interests of the Company at the time. At this time, the Board believes that the positions of Chair and CEO should be held by the same person, as this combination provides unified leadership and direction in the management of the Company, contributing to cohesive, strong, and effective long-term vision and strategy, and delivering superior performance for our shareholders. This perspective also takes into account that the Company’s business is complex, with over 80,000 people employed worldwide. Our CEO has a deep understanding of the Company’s complex and multifaceted business and global operations, and we therefore believe that he is best placed to raise critical issues that require Board attention and facilitate timely and unfiltered communication between the Board and management.

Since 2009, the Board has required that an independent director serve as Lead Independent Director when (i) the CEO also serves as Chair; or (ii) the Chair otherwise is not an independent director. Accordingly, since

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2009, the Board has appointed an active Lead Independent Director, with clearly defined roles and responsibilities that support independent oversight of management. In appointing the Lead Independent Director, the Board carefully considers the skills and experience necessary to undertake the role. 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 Chair and the other directors, provides feedback from executive sessions to the Chair, remains available, as appropriate, to communicate with the Company’s shareholders and other stakeholders, advises the Chair with respect to consultants who report directly to the Board, and advises the Chair 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, robust risk oversight, alignment on corporate strategy between the Board and management, and a cohesive public face for the Company’s independent Board members. Mr. Neupert has served as our Lead Independent Director since July 2019 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. In his role as the Lead Independent Director, Mr. Neupert leads the Board in its review of the Company’s enterprise risk management process and the comprehensive assessment of key risks to the Company. Mr. Neupert also serves as the chair of the Nominating and Corporate Governance Committee and, therefore, oversees the Committee’s role in the Board self-assessment process. This process fosters frank exchanges between directors and helps guide suggested changes or additions to committee responsibilities and operations.

In addition, as required by the Company’s Corporate Governance Guidelines, 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 2022, Mr. Neupert, in his capacity as the Lead Independent Director, chaired seven meetings of the independent and non-employee directors to discuss strategy, compensation, succession planning, and other matters.

Board Oversight of ESG

The Board has principal responsibility for oversight of ESG topics, including environmental, social, human capital management, and governance, and delegates targeted oversight of specific areas of focus to its standing committees. For example, our CHC Committee oversees our human capital management risks, and regularly receives diversity, equity, and inclusion updates at its meetings from our Chief Human Resources Officer and our Chief Diversity and Inclusion Officer. Our Quality and Compliance Committee has oversight of our environmental sustainability and health and safety risks, our Audit Committee is responsible for the review of the system and controls over reporting that the Company has in place to ensure the accuracy of key disclosures related to environmental, social, and governance matters, and our Nominating and Corporate Governance Committee has oversight of our governance risks. Each committee regularly reports to the full Board.

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 detailed questionnaires (including a peer evaluation and an evaluation of each committee on which the director is serving) developed by the Lead Independent Director, and the Lead Independent Director then conducts individual interviews with 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.

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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 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.

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Cybersecurity Risk Management

The Audit Committee regularly reviews the Company’s cybersecurity and other information technology risks, controls, and procedures, including the potential impact of such risks on the Company’s business, financial results, operations and reputation, and plans to mitigate cybersecurity risks and respond to data breaches. The Audit Committee receives reports at its regularly scheduled meetings from the Chief Information Risk Officer and the Chief Information and Technology 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 Board receives briefings from the Chief Information Risk Officer and the Chief Information and Technology Officer at least annually.

Compensation Risk Assessment

The CHC 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 CHC Committee, including the impact of the Company’s pay practices on the Company’s risk profile. The CHC 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 CHC 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 also recommends candidates to the Board to fill any vacancies. Members of the Board are encouraged to identify potential candidates, who are then reviewed by the Committee. 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 in a range of areas including industry, operations, scientific and medical, financial, global business, and executive leadership. The Nominating and Corporate Governance Committee also considers other commitments of Board members and candidates, including other public company leadership roles and service on other public company boards, including board committee leadership roles. In addition, consistent with our continued focus on diversity, equity, and inclusion, the Nominating and Corporate Governance Committee also considers diversity when evaluating potential nominees for the Board.

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 2024 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 2024 Annual Meeting must be received no earlier than the 120^th day prior to the anniversary date of the 2023 Annual Meeting (i.e., January 12, 2024) and no later than the 60^th day prior to the anniversary date of the 2024 Annual Meeting (i.e., March 12, 2024). 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 2024 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% of the Board, provided that the shareholder(s) and the

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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 2024 Annual Meeting of Shareholders under the proxy access by-law, the information required by the By-Laws must be received by the Corporate Secretary of the Company at the address provided above 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 1, 2023) 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 1, 2023).

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 2022 Annual Report.

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:

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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, 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 diversity in its broadest sense, including persons diverse in gender, race, ethnicity, and geography, 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 Chair of the Nominating and Corporate Governance Committee, other directors, the CEO the Chief Human Resources 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 background and experience that included global executive and public company management expertise. As part of its efforts to identify potential nominees, the Board engaged Spencer Stuart, a professional search firm, to assist with the search. After a comprehensive review, Spencer Stuart identified Ms. Kliphouse as a potential Board member whose profile closely matched the qualifications that the Nominating and Governance Committee had identified. Following additional consideration by the Board and based on the recommendation of the Nominating and Corporate Governance Committee, Ms. Kliphouse was appointed to the Board on October 12, 2022.

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.

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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 16, 2023:

		AUDIT COMMITTEE		COMPENSATION AND HUMAN CAPITAL COMMITTEE		NOMINATING AND CORPORATE GOVERNANCE COMMITTEE		QUALITY AND COMPLIANCE COMMITTEE
Kerrii B. Anderson
Jean-Luc Bélingard
Jeffrey A. Davis
D. Gary Gilliland
Kirsten M. Kliphouse
Garheng Kong
Peter M. Neupert ✓
Richelle P. Parham
Adam H. Schechter
Kathryn E. Wengel
R. Sanders Williams
Number of 2022 Meetings		8		4		4		4

   | Chair

   | Member

   | Financial Expert

✓    | Lead Independent Director

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

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The Audit Committee meets regularly and in executive sessions with the Company’s independent auditor, management, and the Company’s internal auditors. In its meetings with the independent auditor 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.

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Board and Committee Meetings

During 2022, the Board held seven meetings and the Board’s standing committees held a total of 20 meetings, and each of the directors attended no less than 89% of the total meetings of the Board and the Committees of which such director was a member. In his capacity as the Lead Independent Director, Mr. Neupert chaired seven meetings of the independent and non-employee directors on the same days as regularly scheduled Board meetings. Members of the Board are encouraged to attend our annual meetings and all of the directors who were then serving attended the 2022 Annual Meeting of Shareholders.

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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, director commitments, 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 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

The Board has adopted a Related Party Transaction Policy pursuant to which, and in accordance with its charter, the Board’s Audit Committee, or the full Board, 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. 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, 2022.

DIRECTOR COMPENSATION

The Company’s non-employee 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 CHC Committee, which consists solely of independent directors, has primary responsibility for setting our non-employee director compensation. FW Cook, the Committee’s independent compensation consultant, assists the CHC Committee in evaluating our non-employee director compensation program.

Elements of Non-Employee Director Compensation

Non-employee director compensation is designed to align non-employee director compensation with emerging best practices and reflect the Board’s belief that non-employee 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 2022 elements of our non-employee director compensation included the following:

Effective January 1, 2023, the non-employee director annual retainer was increased to $120,000 and the annual grant of restricted stock units to each non-employee director was increased in value to approximately $210,000, subject to the requirements of the Company’s Director Stock Ownership Program. Following a study of non-employee director compensation relative to the Company’s peer group and broader industry practice, FW Cook recommended the increase in order to remain competitive with anticipated market movement.

DIRECTOR COMPENSATION

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 demonstrate their alignment with the long-term strategy and initiatives of the Company. Each non-employee director is required 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% of any shares of Common Stock acquired upon the lapse of restrictions on any stock grant. If a director fails to meet or show progress towards satisfying these requirements, the CHC Committee may reduce future equity grants to that director. Once satisfied, each director is required to maintain the required level of stock ownership for such director’s 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 2022 Director Compensation

The compensation paid by the Company to the directors for 2022, other than Mr. Schechter, is set forth in the table below. Information on compensation for Mr. Schechter is set forth in the “Executive Compensation” section below (page 69).

PROPOSAL ONE – ELECTION OF DIRECTORS

The full Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated each of Kerrii B. Anderson, Jean-Luc Bélingard, Jeffrey A. Davis, D. Gary Gilliland, Kirsten M. Kliphouse, Garheng Kong, Peter M. Neupert, Richelle P. Parham, Adam H. Schechter, Kathryn E. Wengel, and R. Sanders Williams for election at the 2023 Annual Meeting to hold office until the next annual meeting of shareholders or until such director’s 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 2023 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.

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 58   President and Chief Executive Officer   DIRECTOR SINCE APRIL 2013

ADAM H. SCHECHTER Chairman, President and Chief Executive   PROFESSIONAL HIGHLIGHTS Adam H. Schechter has served as a director of the Company since April 1, 2013, the President and Chief Executive Officer of the Company since November 1, 2019, and Chairman of the Board since May 13, 2020. Prior to that, Mr. Schechter was President of Global Human Health and an Executive Vice President of Merck & Co., Inc., a pharmaceutical company, from 2010 to 2018, where he was a member of Merck’s executive committee. He served as special advisor to the CEO of Merck from January 2019 to July 2019. Prior to becoming President, Global Human Health, Mr. Schechter served as President, Global Pharmaceutical Business from 2007 to 2010. Mr. Schechter holds a bachelor’s degree in biology from La Salle University and was awarded an honorary Doctor of Humane Letters degree from the university in 2021.   CURRENT PUBLIC COMPANY BOARD EXPERIENCE   • DaVita Inc.   OTHER RELEVANT EXPERIENCE   • Vice Chair of the Board of Directors for the American Clinical Laboratory Association   • Board Member of Water.org   • Corporate Advisory Council for the National Alliance for Hispanic Health   SKILLS AND QUALIFICATIONS   • Global and U.S.-focused leadership roles, while at Merck, spanning sales, marketing, and managed markets, as well as business and product development   • Deep knowledge of the pharmaceutical and healthcare industries and extensive experience collaborating with many of the industries’ key stakeholders to achieve patient-focused outcomes   • CERT Certificate in Cybersecurity Oversight

ELECTION OF DIRECTORS

AGE 65   DIRECTOR SINCE MAY 2006   •  Audit Committee (Chair) (Financial Expert)   •  Nominating and Corporate Governance Committee

KERRII B. ANDERSON Independent Director   PROFESSIONAL HIGHLIGHTS 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.   CURRENT PUBLIC COMPANY BOARD EXPERIENCE   • Worthington Industries, Inc.   • Abercrombie & Fitch Co.   • The Sherwin-Williams Company   PREVIOUS PUBLIC COMPANY BOARD EXPERIENCE   • Chiquita Brands International Inc., Chairwoman   • PF Chang’s China Bistro, Inc.   OTHER RELEVANT EXPERIENCE   • Financial Committee of the Columbus Foundation   • Board of Trustees, Chair of Executive Compensation for OhioHealth   • Board of Trustees, Audit Committee for Elon University   SKILLS AND QUALIFICATIONS   • Strong record of leadership in operations and strategy   • Audit committee financial expert with CEO and CFO experience   • Extensive public company board, governance, and audit committee experience   • Extensive financial, mergers and acquisitions, international, talent management, corporate governance and executive compensation experience   • CERT Certificate in Cybersecurity Oversight

ELECTION OF DIRECTORS

AGE 74   DIRECTOR SINCE APRIL 1995   • Compensation and Human Capital Committee   • Quality and Compliance Committee

JEAN-LUC BÉLINGARD Independent Director   PROFESSIONAL HIGHLIGHTS 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.   CURRENT PUBLIC COMPANY BOARD EXPERIENCE   • Lupin Limited (India) (non-U.S.)   • bioMérieux SA (France) (non-U.S.)   OTHER RELEVANT EXPERIENCE   • Director of Transgene SA, an Institut Mérieux company   • Board member of Laboratoire Pierre Fabre S.A., which is owned by The Pierre Fabre Foundation, a government-recognized public organization   • Member of the Advisory Group of Novo Holdings, wholly owned by the Novo Nordisk Foundation.   • Bill and Melinda Gates Foundation CEO Roundtable   • French Federation of Health Industries (Fédération Française des Industries de Santé), previous Chairman   • Conseil National de l’Industrie (C.N.I.) (prior member)   SKILLS AND QUALIFICATIONS   • Long tenure at Roche, Ipsen and bioMérieux demonstrates valuable business, leadership and management experience, including leading a large healthcare organization with global operations   • Strong strategic, operational, and risk management background and international perspective   • Extensive corporate governance experience through service on other public company boards

ELECTION OF DIRECTORS

AGE 59   DIRECTOR SINCE DECEMBER 2019   • Audit Committee (Financial Expert)   • Quality and Compliance Committee

JEFFREY A. DAVIS Independent Director   PROFESSIONAL HIGHLIGHTS 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 Dollar Tree, Inc., a leading operator of discount variety stores, a role he has held since October 2022. Prior to his time at Dollar Tree, Inc., Mr. Davis served as Chief Financial Officer of Qurate Retail Group, a leading retailer and media conglomerate comprised of eight retail brands including QVC, HSN, and Zulily from October 2018 through August 2022. Prior to Qurate Retail Group, Mr. Davis served as Chief Financial Officer of J. C. Penney Company Inc., a retail company, from July 2017 until September 2018. Prior to joining J. C. Penney, Mr. Davis served as Chief Financial Officer of Darden Restaurants, Inc., a restaurant operator, 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 is a certified public accountant and 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.   SKILLS AND QUALIFICATIONS   •   Extensive executive leadership experience, including financial management and public company leadership experience as a CFO across multiple industries   •   Extensive experience in operations, finance, capital structure, and mergers and acquisition   •   Audit Committee financial expert   •   Executive sponsor of diversity initiatives

ELECTION OF DIRECTORS

AGE 68   DIRECTOR SINCE APRIL 2014   • Audit Committee   • Quality and Compliance Committee

D. GARY GILLILAND, M.D., PH.D. Independent Director   PROFESSIONAL HIGHLIGHTS 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, a research organization, 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.   CURRENT PUBLIC COMPANY BOARD EXPERIENCE   • Nuvalent, Inc.   OTHER RELEVANT EXPERIENCE   • Fellow of the American Association for Cancer Research (AACR)   • Member of the American Society of Clinical Investigation (ASCI)   • Member of the Association of American Physicians (AAP)   • Member of the American Academy of Arts of Sciences (AAAS)   • Member of the National Academy of Medicine (NAM)   SKILLS AND QUALIFICATIONS   • Board-certified in Internal Medicine and Fellowship training in Hematology and Oncology, each at Harvard Medical School   • Expertise in cancer genetics and experience working within medical communities ranging from academia to the pharmaceutical industry   • Executive experience in clinical research and healthcare finance and mergers and acquisitions

ELECTION OF DIRECTORS

AGE 56   DIRECTOR SINCE OCTOBER 2022   • Audit Committee

KIRSTEN M. KLIPHOUSE Independent Director   PROFESSIONAL HIGHLIGHTS Kirsten M. Kliphouse has served as a director of the Company since October 12, 2022. Ms. Kliphouse announced she intends to retire from her position as the President of Google Cloud Americas effective June 30, 2023. Ms. Kliphouse has served in this position since March 2022, and is responsible for leading and growing the sales, go-to-market, customer engagement, channel, and services organizations. At Google Cloud, she also serves as the Global Chair of the Aspiring Leadership Academy and Women@Google Cloud. Prior to her position as President, Ms. Kliphouse served as President of the North American division of Google Cloud from June 2019. Prior to Google Cloud, Ms. Kliphouse was Senior Vice President at Red Hat, Inc., a subsidiary of International Business Machines Corporation, Chief Executive Officer of Yardarm Technologies, a hardware and software solutions company, and founder and Chief Executive Officer of Scaling Ventures, a technology investment and advisory firm. Prior to her position at Yardarm, Ms. Kliphouse spent more than 25 years at Microsoft, Inc., where she was part of the executive leadership team and held numerous executive positions in Enterprise Sales, Original Equipment Manufacturers (OEM), Partner and Channels, and as Corporate Vice President of Customer Support, Success and Professional Services, during which she led more than 10,000-employees globally. Ms. Kliphouse is a recipient of the Founders Award for her superior leadership and contributions to the business. Ms. Kliphouse holds a degree in Computer Information Sciences and Business from Muhlenberg College.   SKILLS AND QUALIFICATIONS   •   Global cybersecurity incident response and remediation   •   Executive leadership experience including by delivering operational and financial results   •   Depth of experience within the technology sector, mergers and acquisitions, and business development

ELECTION OF DIRECTORS

AGE 47   DIRECTOR SINCE DECEMBER 2013   •  Compensation and Human Capital Committee (Chair)   •  Nominating and Corporate Governance Committee

GARHENG KONG, M.D., PH.D. Independent Director   PROFESSIONAL HIGHLIGHTS Garheng Kong has served as a director of the Company since December 1, 2013. Dr. Kong has been managing partner of HealthQuest Capital, a healthcare-focused investment firm, since he founded HealthQuest Capital in 2012. He 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 holds an M.D. and Ph.D. in Biomedical Engineering and an M.B.A. from Duke University.   CURRENT PUBLIC COMPANY BOARD EXPERIENCE   • Venus Concept Inc.   • Alimera Sciences, Inc.   • Xeris Biopharma Holdings, Inc. (formerly Strongbridge Biopharma plc)   PREVIOUS PUBLIC COMPANY BOARD EXPERIENCE   • Histogenics Corporation   • Avedro, Inc.   • Melinta Therapeutics, Inc.   OTHER RELEVANT EXPERIENCE   • Duke University Medical Center Board of Visitors   SKILLS AND QUALIFICATIONS   • Knowledge and experience in both the healthcare and finance fields   • Executive leadership experience   • Life science-related venture capital experience   • Corporate governance expertise through service on public company boards

ELECTION OF DIRECTORS

AGE 67   DIRECTOR SINCE JANUARY 2013   •  Lead Independent Director   •  Audit Committee (Financial Expert)   •  Nominating and Corporate Governance Committee (Chair)

PETER M. NEUPERT Independent Director   PROFESSIONAL HIGHLIGHTS Peter M. Neupert has served as a director of the Company since January 1, 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 U.S. 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.   CURRENT PUBLIC COMPANY BOARD EXPERIENCE   •   Adaptive Biotechnologies Corporation, Lead Independent Director   PREVIOUS PUBLIC COMPANY BOARD EXPERIENCE   •   Quality Systems, Inc. (now NextGen Healthcare, Inc.)   •   AQuantive.com, Director   •   drugstore.com, Chairman   OTHER RELEVANT EXPERIENCE   •   Institute of Medicine’s Roundtable on Value & Science-Driven Healthcare, prior Member   •   Fred Hutchinson Cancer Research Center, prior Trustee   •   Truveta.com, Director   •   Freedom Innovations LLC, prior Director   SKILLS AND QUALIFICATIONS   •   Expertise in health information technology and how to grow shareholder value leveraging business strategies with technology   •   Audit committee financial expert   •   Corporate governance and business strategy expertise   •   Expertise and experience in cybersecurity matters

ELECTION OF DIRECTORS

AGE 55   DIRECTOR SINCE FEBRUARY 2016   •  Compensation and Human Capital Committee   •  Nominating and Corporate Governance Committee

RICHELLE P. PARHAM Independent Director   PROFESSIONAL HIGHLIGHTS Richelle Parham has served as a director of the Company since February 8, 2016. Ms. Parham currently serves as the President of Global E. Commerce and Business Development of Universal Music Group, since June 2021. Prior to Universal Music Group, Ms. Parham served as 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 from October 2019 to May 2021. 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. Ms. Parham founded and serves as Executive Chairman of the Board of Directors for Shyn, an oral care product company since January 2018. 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.   CURRENT PUBLIC COMPANY BOARD EXPERIENCE   •   Best Buy Co., Inc.   PREVIOUS PUBLIC COMPANY BOARD EXPERIENCE   •   Scripps Network Interactive Inc.   •   e.l.f. Beauty, Inc.   OTHER RELEVANT EXPERIENCE   •   Girls Who Code, Prior Advisory Board member   •   Board of Trustees of Drexel University   SKILLS AND QUALIFICATIONS   •   Extensive senior-level executive experience, including in corporate finance and mergers and acquisitions   •   More than 20 years of global strategy and marketing experience, as well as expertise in understanding consumers and the consumer decision journey

ELECTION OF DIRECTORS

AGE 57   DIRECTOR SINCE MARCH 2021   •   Compensation and Human Capital Committee   •   Quality and Compliance Committee

KATHRYN E. WENGEL Independent Director   PROFESSIONAL HIGHLIGHTS Kathryn E. Wengel has served as a director of the Company since March 25, 2021. Ms. Wengel currently serves as the Executive Vice President & Chief Technical Operations & Risk Officer of Johnson & Johnson, a leading healthcare company, since January 2, 2023. Prior to her position as Chief Technical Operations & Risk Officer, Ms. Wengel served as Chief Global Supply Chain Officer since July 2018. She also continues to serve as an Executive Committee member and Executive Officer of Johnson & Johnson, a position that she has held since July 2018. Since joining Johnson & Johnson in 1988, Ms. Wengel has served in various positions of increasing responsibility across the enterprise both in the U.S. and various locations globally, including as the Worldwide Vice President, Chief Supply Chain Officer from March 2014 until July 2018, and as the Company’s first Chief Quality Officer from April 2010 until March 2014. Ms. Wengel holds a Bachelor of Science in Civil Engineering and operations research from Princeton University.   RELEVANT EXPERIENCE   •   GS1 Global, Chairman of Board of Directors, Compensation Committee Member, Executive Committee Chairman   •   U.S. National Association of Manufacturers, Vice-Chairman Advancing Women’s Excellence in Supply Chain Operations Management and Education, Advisory Board Member   SKILLS AND QUALIFICATIONS   •   Extensive experience in managing complex supply chains, operations, and quality and compliance   •   Knowledge and experience in the healthcare field   •   Executive leadership experience   •   Advocate and sponsor of several key diversity initiatives