DEF 14A of Labcorp Holdings Inc., Apr 4, 2024

DEF 14A of Labcorp Holdings Inc.

Filed Apr 4, 2024 · FY20230001193125-24-087342

Open on EDGAR

  1. Sandra D. van der Vaart

    | EXECUTIVE COMPENSATION | 67 | | Summary Compensation Table | 67 | | PAY VERSUS PERFORMANCE | 83 | | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 87 | | PROPOSAL TWO - Advisory Vote to Approve Executive Compensation | 87 | | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 89 | | PROPOSAL THREE - Ratification of Independent Registered Public Accounting Firm | 89 | | AUDIT COMMITTEE REPORT | 91 | | SHAREHOLDER PROPOSALS | 92 | | PROPOSALS FOUR - SIX | 92 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT | 101 | | OTHER MATTERS | 103 | | Shareholder Proposals and Director Nominations for 2025 Annual Meeting | 103 | | Householding | 104 | | Additional Information | 104 | | USE OF NON-GAAP FINANCIAL MEASURES | 105 |

  2. Our Director Nominees Exhibit an Effective Mix of Skills, Experiences, Diversity, and Fresh Perspectives

    Our Director Nominees Exhibit an Effective Mix of Skills, Experiences, Diversity, and Fresh Perspectives

  3. Our Director Nominees Exhibit an Effective Mix of Skills, Experiences, Diversity, and Fresh Perspectives

    | TENURE OF DIRECTORS | | | 8 Years Average Tenure | | | AGE OF DIRECTORS | | | 60.6 Years Average Age | | | DIVERSITY OF DIRECTORS | | | 60% Total Diversity | |

  4. Our Director Nominees Exhibit an Effective Mix of Skills, Experiences, Diversity, and Fresh Perspectives

    | 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. |

  5. SKILLS AND EXPERTISE

    SKILLS AND EXPERTISE Business Strategy Experience Corporate Finance and M&A Corporate Governance Experience Executive Leadership Experience Healthcare/Clinical Research Background International Experience Risk Management Experience Sales and Marketing Background Talent Management Expertise Technology/Cybersecurity Expertise 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:

  6. SKILLS AND EXPERTISE

    | • An effective ESG Committee • Continued Focus on Inclusion, Diversity, and Belonging • Prioritizing Business Diversity | • Commitment to the Environment • Commitment to our Communities • Continued Focus on Data Privacy and Cybersecurity |

  7. Director Nominees (page 33)

    Director Nominees (page 33) The following table provides summary information about each director nominee.

  8. Director Nominees (page 33)

    | Name | Age | Director Since | Occupation | Independent | | ADAM H. SCHECHTER | 59 | 2013 | President & CEO, Laboratory Corporation of America Holdings | | | KERRII B. ANDERSON | 66 | 2006 | Former CEO, Wendy’s International, Inc. | | | JEFFREY A. DAVIS | 60 | 2019 | Chief Financial Officer, Dollar Tree, Inc. | | | D. GARY GILLILAND, M.D., PH.D. | 69 | 2014 | President and Director Emeritus of the National Cancer Institute-Designated Fred Hutchinson Cancer Center | | | KIRSTEN M. KLIPHOUSE | 57 | 2022 | Former President, Google Cloud Americas | | | GARHENG KONG, M.D., PH.D. | 48 | 2013 | Managing Partner, HealthQuest Capital | | | PETER M. NEUPERT | 68 | 2013 | Former Operating Partner, Health Evolution Partners, Inc. | | | RICHELLE P. PARHAM | 56 | 2016 | President of Global E-Commerce and Business Development, Universal Music Group | | | PAUL B. ROTHMAN, M.D. | 65 | 2023 | Former Dean of the Medical Faculty for Johns Hopkins University School of Medicine and Former CEO of Johns Hopkins Medicine | | | KATHRYN E. WENGEL | 58 | 2021 | Executive Vice President, Chief Technical Operations and Risk Officer, Executive Committee Member, Johnson & Johnson | |

  9. Director Nominees (page 33)

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

  10. Director Nominees (page 33)

    | BOARD PRACTICES | SHAREHOLDER MATTERS | OTHER BEST PRACTICES | | • 9 of 10 Director nominees are independent • Annual election of Directors with majority voting standard • Annual Board, committee, and director evaluations • Independent Audit, Compensation and Human Capital, Nominating and Corporate Governance, and Quality and Compliance Committees • Regular executive sessions of independent Directors • Strategy and risk oversight by full Board and committees | • Long-standing, active shareholder engagement • Annual “say-on-pay” advisory vote • Proxy access right • Shareholder right to call special meetings • Shareholder right to act by written Consent | • Focus on ESG policies and practices • Stock ownership guidelines for directors and executives • Anti-hedging, clawback, and anti-pledging policies • Oversight of lobbying and political contributions |

  11. Director Nominees (page 33)

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

  12. Director Nominees (page 33)

    | • | Revenues from Continuing Operations: Full year of $12.2 billion, versus last year’s $11.9 billion |

  13. Director Nominees (page 33)

    | • | Diluted Earnings Per Share (“EPS”) from Continuing Operations: Full year of $4.33, versus $10.94 last year |

  14. Director Nominees (page 33)

    | • | Adjusted EPS from Continuing Operations: Full year of $13.56, versus $16.66 last year(1) |

  15. Director Nominees (page 33)

    | (1) See reconciliation of Adjusted EPS and Diluted EPS on page 105. |

  16. Director Nominees (page 33)

    Executive Compensation Highlights

  17. Evaluation of Director Candidates

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

  18. Evaluation of Director Candidates

    | Quality and Compliance Committee | MEMBERS Dr. Williams (Committee Chair), Mr. Bélingard, Mr. Davis, Dr. Gilliland, Dr. Rothman, and Ms. Wengel | | The Quality and Compliance Committee is responsible for assisting the Board in carrying out its oversight responsibility with respect to quality and compliance issues. This oversight responsibility includes ensuring that management adopts and implements policies and procedures that require the Company’s employees to act in accordance with high ethical standards, deliver high quality services and comply with healthcare and other legal requirements. The Quality and Compliance Committee is responsible for reviewing the Company’s processes intended to assure excellent performance and meet scientific, medical, and regulatory quality performance benchmarks. | | | In furtherance of the foregoing, the Quality and Compliance Committee annually reviews the Company’s programs and practices related to scientific, medical, and regulatory quality and compliance, including a periodic reassessment of the adequacy of: | | | • quality and compliance policy development; • quality and compliance reporting/tracking systems; • investigation and remediation practices for quality and compliance issues; quality and compliance reporting/tracking systems; • meeting scientific, medical, and regulatory quality performance benchmarks; • education and training of Company personnel on quality and compliance; | • quality and compliance function responsibilities, staffing and budget; and • the Company’s programs for management of ESG activities and objectives and disclosures relating to environmental, sustainability, employee health and safety, and compliance and quality matters. | | Additionally, the Quality and Compliance Committee meets regularly, but no less than annually, with each of the Company’s Chief Compliance Officer and Chief Medical Officer and, as necessary, heads of the Company’s corporate compliance and quality functions, regarding the implementation and effectiveness of the Company’s scientific, medical, and regulatory compliance program, and receives and reviews periodic reports regarding, among other things: | | | • compliance-related activities and on-going compliance training programs; • the quality assurance activities conducted by the quality functions; • compliance audit plans and results; • the results of internal quality audits; | • the status and results of audits, inspections, investigations, and enforcement actions by regulatory authorities; • any significant deviations observed by the Company’s quality functions; and • the status of any corrective and preventative action plans initiated by those functions. |

  19. Related Party Transactions

    | • | Equity Compensation. Each non-employee director who was then serving on the Board received a grant of restricted stock units having a value of approximately $210,000 on February 7, 2023, subject to the requirements of the Company’s Director Stock Ownership Program (as further described below). The number of restricted stock units granted was determined by using the closing price of the Company’s Common Stock on the grant date ($221.67) as adjusted to account for the impact of the spin-off of Fortrea, see “Compensation Discussion & Analysis” below for additional information on the adjustment. The restricted stock units vested fully on February 7, 2024. |

  20. Related Party Transactions

    | Name | Fees Earned or Paid in Cash ($)(1) | Restricted Stock Unit Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | KERRII B. ANDERSON | $130,714 | $209,921 | $93 | $340,728 | | JEAN-LUC BÉLINGARD | $120,000 | $209,921 | $389 | $330,310 | | JEFFREY A. DAVIS | $134,286 | $209,921 | $93 | $344,300 | | D. GARY GILLILAND, M.D., PH.D. | $120,000 | $209,921 | $93 | $330,014 | | KIRSTEN M. KLIPHOUSE | $120,000 | $209,921 | $93 | $330,014 | | GARHENG KONG, M.D., PH.D. | $165,714 | $209,921 | $93 | $375,728 | | PETER M. NEUPERT | $147,857 | $209,921 | $93 | $357,871 | | RICHELLE P. PARHAM | $131,429 | $209,921 | $93 | $341,433 | | PAUL B. ROTHMAN, M.D. | $68,242 | $140,087 | $95 | $208,424 | | KATHRYN E. WENGEL | $120,000 | $209,921 | $93 | $330,014 | | R. SANDERS WILLIAMS, M.D. | $140,000 | $209,921 | $93 | $350,014 |

  21. Related Party Transactions

    | (3) Includes cash paid in lieu of fractional shares connection with the issuance of restricted stock unit awards or the satisfaction of tax obligations related thereto. |

  22. Related Party Transactions

    | | Adam H. Schechter Chairman, President and Chief Executive Officer Age: 59 Director Since: April 2013 Professional Highlights: Adam H. Schechter has served as a director of the Company since April 2013, President and Chief Executive Officer of the Company since November 2019, and Chairman of the Board since May 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 La Salle University in 2021. 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 | | Current Public Company Board Experience: • DaVita Inc. Other Current Relevant Experience: • Vice Chair of the Board of Directors for the American Clinical Laboratory Association • Water.org, Board Member • Corporate Advisory Council for the National Alliance for Hispanic Health | |

  23. Related Party Transactions

    | | Kerrii B. Anderson Independent Director Age: 66 Director Since: May 2006 Professional Highlights: Kerrii B. Anderson has served as a director of the Company since May 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. 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 | | Committees: • Audit Committee (Financial Expert) • Nominating and Corporate Governance Committee Current Public Company Board Experience: • Worthington Enterprises, 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 Current Relevant Experience: • The Columbus Foundation, Chairperson of the Audit Committee • Elon University, Board of Trustees and Audit Committee | |

  24. Related Party Transactions

    | | Jeffrey A. Davis Independent Director Age: 60 Director Since: December 2019 Professional Highlights: Jeffrey A. Davis has served as a director of the Company since December 2019 and Chairman of the Audit Committee since June 2023. 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 | | Committees: • Audit Committee (Chair) (Financial Expert) • Quality and Compliance Committee | |

  25. Related Party Transactions

    | | D. Gary Gilliland, M.D., PH.D. Independent Director Age: 69 Director Since: April 2014 Professional Highlights: D. Gary Gilliland has served as a director of the Company since April 2014. Dr. Gilliland has served as President and Director Emeritus of the Fred Hutchinson Cancer Center, a research organization, since January 2020. From January 2015 to January 2020, Dr. Gilliland previously served as President and Director of the Fred Hutchinson Cancer 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. 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 | | Committees: • Audit Committee • Quality and Compliance Committee Current Public Company Board Experience: • Nuvalent, Inc. Other Current Relevant Experience: • Fellow of the American Association for Cancer Research (AACR) • Member of the American Society for Clinical Investigation (ASCI) • Member of the Association of American Physicians (AAP) • Member of the American Academy of Arts and Sciences (AAA&S) • Member of the National Academy of Medicine (NAM) | |

  26. Related Party Transactions

    | | Kirsten M. Kliphouse Independent Director Age: 57 Director Since: October 2022 Professional Highlights: Kirsten M. Kliphouse has served as a director of the Company since October 2022. Ms. Kliphouse previously served as the President of Google Cloud Americas, a position she held from March 2022 to July 2023, where she was responsible for leading and growing the sales, go-to-market, customer engagement, channel, and services organizations. At Google Cloud, she also served 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 to March 2022. 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 • CERT Certificate in Cybersecurity Oversight | | Committees: • Audit Committee Current Public Company Board Experience: • Dun & Bradstreet Holdings, Inc. • Global Payments, Inc. | |

  27. Related Party Transactions

    | | Garheng Kong, M.D., PH.D. Independent Director Age: 48 Director Since: December 2013 Professional Highlights: Garheng Kong has served as a director of the Company since December 2013 and Lead Independent Director since June 2023. Dr. Kong also serves as the Chair of the Nominating and Corporate Governance Committee for the Company. Dr. Kong is the managing partner of HealthQuest Capital, a healthcare-focused investment firm, a role he has held 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 received undergraduate degrees in both Chemical Engineering and Biological Sciences from Stanford, and earned an M.D. and Ph.D. and MBA from Duke University. 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 | | Committees: • Lead Independent Director • Compensation and Human Capital Committee • Nominating and Corporate Governance Committee (Chair) Current Public Company Board Experience: • Lunit Inc. (KOSDAQ: 328130) • Venus Concept Inc. • Xeris Biopharma Holdings, Inc. (formerly Strongbridge Biopharma plc) Previous Public Company Board Experience: • Histogenics Corporation • Avedro, Inc. • Melinta Therapeutics, Inc. • Alimera Sciences, Inc. Other Current Relevant Experience: • Duke University School of Medicine Board of Visitors • Be the Match, Board of Directors • Dell Children’s Foundation, Board of Trustees • Austin Healthcare Council | |

  28. Related Party Transactions

    | | Peter M. Neupert Independent Director Age: 68 Director Since: January 2013 Professional Highlights: Peter M. Neupert has served as a director of the Company since January 2013. Mr. Neupert was an Operating Partner at Health Evolution Partners, a health only, middle market private equity firm, from January 2012 until June 2015. Prior to that, Mr. Neupert served as Corporate Vice President of the Microsoft Health Solutions Group from its formation in 2005 to January 2012. In addition, Mr. Neupert was a member of the Institute of Medicine’s Roundtable on Value & Science-Driven Healthcare from 2007 to 2012, a workshop dedicated to transforming the way evidence on clinical effectiveness is generated and used to improve health and healthcare. Mr. Neupert also served on the U.S. President’s Information Technology Advisory Committee, co-chairing the Health Information Technology Subcommittee and helping to drive the “Revolutionizing Health Care Through Information Technology” report, published in June 2004. Mr. Neupert served as the founding President and Chief Executive Officer of drugstore.com from 1998 to 2001 and as Chairman of the board of directors through September 2004. Mr. Neupert holds an M.B.A. from the Tuck School of Business at Dartmouth College and a B.A. in Philosophy from Colorado College. 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 | | Committees: • Audit Committee (Financial Expert) • Nominating and Corporate Governance Committee Current Public Company Board Experience: • Adaptive Biotechnologies Corporation, Lead Independent Director • Fortrea Holdings Inc. Previous Public Company Board Experience: • Quality Systems, Inc. (now NextGen Healthcare, Inc.) • AQuantive.com • drugstore.com, Chairman | |

  29. Related Party Transactions

    | | Richelle P. Parham Independent Director Age: 56 Director Since: February 2016 Professional Highlights: Richelle P. Parham has served as a director of the Company since February 2016 and Chairperson of the Compensation and Human Capital Management Committee since June 2023. Ms. Parham currently serves as the President of Global E-Commerce and Business Development for Universal Music Group, a music-based entertainment company, a position she has held 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 also 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 over 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. Ms. Parham holds Bachelor of Science degrees in Business Administration and Design Arts from 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 | | Committees: • Compensation and Human Capital Committee (Chair) • Nominating and Corporate Governance Committee Current Public Company Board Experience: • Best Buy Co., Inc. Previous Public Company Board Experience: • Scripps Network Interactive Inc. • e.l.f. Beauty, Inc. Other Current Relevant Experience: • Drexel University, Board of Trustees | |

  30. Related Party Transactions

    | | Paul B. Rothman, M.D. Independent Director Age: 65 Director Since: June 2023 Professional Highlights: Paul B. Rothman has served as a director of the Company and member of the Quality and Compliance Committee since June 2023. Dr. Rothman, a rheumatologist and molecular immunologist, was previously the Dean of the Medical Faculty for Johns Hopkins University School of Medicine and CEO of Johns Hopkins Medicine, during which time he oversaw both the Johns Hopkins Health System and the School of Medicine. Prior to serving at Johns Hopkins, Dr. Rothman held various leadership positions at Columbia University and the University of Iowa. Dr. Rothman holds a Bachelor of Science in biology from the Massachusetts Institute of Technology and an M.D. from Yale University. Skills and Qualifications: • Extensive expertise in patient care, science, and medicine relevant to the clinical laboratory business • Operational, management, and executive leadership experience • Deep understanding of the complexity of the U.S. healthcare delivery system and policy development | | Committees: • Quality and Compliance Committee Current Public Company Board Experience: • Merck and Co. Previous Public Company Board Experience: • Cancer Genetics, Inc. Other Current Relevant Experience: • King Faisal Specialist Hospital and Research Center in Saudi Arabia, Board of Directors • Member of the American Society for Clinical Investigation (ASCI) • Member of the Association of American Physicians (AAP) • Member of the American Academy of Arts and Sciences (AAA&S) • Member of the National Academy of Medicine (NAM) • Member of the American Association for the Advancement of Sciences (AAAS) | |

  31. Related Party Transactions

    | | Kathryn E. Wengel Independent Director Age: 58 Director Since: March 2021 Professional Highlights: Kathryn E. Wengel has served as a director of the Company since March 2021. Ms. Wengel currently serves as Executive Vice President, Chief Technical Operations and Risk Officer, and a member of the Executive Committee of Johnson & Johnson. Since joining Johnson & Johnson in 1988, Ms. Wengel has served in various positions of increasing responsibility across the enterprise, both in the United States and various locations globally, including Executive Vice President and Chief Global Supply Chain Officer from 2018 to January 2023, Worldwide Vice President, Chief Global Supply Chain Officer from March 2014 to July 2018, and Chief Quality Officer from April 2010 to March 2014. Ms. Wengel holds a Bachelor of Science in Civil Engineering and operations research from Princeton University. Skills and Qualifications: • Extensive global 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 | | Committees: • Compensation and Human Capital Committee • Quality and Compliance Committee Other Current Relevant Experience: • GS1 Global, Management Board member • National Association of Manufacturers, Chair of the Board of Directors • Advancing Women’s Excellence in Supply Chain Operations Management and Education, Board of Advisors | |

  32. Summary of Spin-Off Equity Award Adjustments

    Summary of Spin-Off Equity Award Adjustments After the Spin-Off, outstanding equity awards were adjusted to retain the same intrinsic value of the awards immediately before the Spin-Off. No changes were made to any remaining vesting periods.

  33. Summary of Spin-Off Equity Award Adjustments

    | • | Time-based restricted stock units and non-qualified stock options held by Labcorp employees and directors were automatically adjusted to retain the same intrinsic value. |

  34. Summary of Spin-Off Equity Award Adjustments

    | • | 2021-2023 performance share awards, where 80% of the performance period had elapsed at the time of the Spin-Off, were adjusted so that performance was measured at the time of the Spin-Off. Following the Spin-Off, these performance share awards held by grantees who remained with the Company were then converted to time-based restricted stock units. |

  35. Summary of Spin-Off Equity Award Adjustments

    | • | 2022-2024 performance share awards were adjusted to remove post-Spin-Off CDCS business forecasts included in the original targets and to exclude actual CDCS business results after the first quarter of 2023. |

  36. Summary of Spin-Off Equity Award Adjustments

    | • | 2023-2025 performance share award targets were originally set based on a total Company pre-Spin-Off basis, but were subsequently adjusted so that targets excluded the CDCS business forecast that was originally included in these targets. |

  37. Summary of Spin-Off Equity Award Adjustments

    Over the last five years, our annual advisory vote on the compensation of our named executive officers has averaged support of approximately 92% of the shares voted. Last year, at our 2023 Annual Meeting of Shareholders, our annual advisory vote on the compensation of our named executive officers received support from approximately 92% percent of the votes cast. We consider this level of approval an indicator that the vast majority of our shareholders support our compensation program. We remain committed to a compensation program that incentivizes our leaders and aligns with our strategy, the key value drivers of our business, and the expectations of our shareholders. To ensure shareholder input is reflected in our programs, we engage with our shareholders throughout the year to discuss their views on our compensation and corporate governance programs, as well as other topics of emerging concern and focus. Throughout 2023, we engaged with holders representing more than 80% of our shares outstanding. We strive to increase our engagement with our shareholders, including by involving the independent directors of our Board in meetings with our largest shareholders from time to time. One key area of discussion with our shareholders is our executive compensation program. Input from our shareholders on compensation is shared with the CHC Committee and discussed as part of the CHC Committee’s annual review of our compensation program. Specific comments received from investors are discussed with the CHC Committee and reflected in the evolution of our executive compensation program and compensation best practices, as well as our corporate governance practices. When the CHC Committee established its overall compensation program and long-term and short-term incentive plans, it considered shareholder feedback, along with other factors such as the Company’s strategy and level of acquisition activity, the ability of leaders across the enterprise to influence different metrics, context on peer group practice provided by the CHC Committee’s independent compensation consultant FW Cook, the ability to establish meaningful goals, and the correlation to long-term shareholder value. Based on the Committee’s review, strong shareholder support for our programs as indicated in our “say-on-pay” results, guidance from FW Cook, and our belief that the program was effective at aligning pay and performance, the CHC Committee decided to retain most of the incentive plan design elements and performance metrics for 2023 (not including the adjustments to the LBP, and outstanding long-term incentive awards approved by the CHC Committee in connection with the Spin-Off, which are summarized above). In 2022, in response to shareholder feedback and evolving market trends, the CHC Committee introduced an ESG modifier (the “ESG Modifier”) into the LBP. This modifier was designed to be a negative modifier, with the potential to decrease, but not increase, the awards that otherwise would have been payable under the LBP. In making this change, the Committee considered the increasing shareholder focus on broad ESG matters, such as inclusion, diversity, and belonging, data privacy and security, and climate change, and the trend towards incorporating ESG metrics into executive compensation plans. In alignment with the metrics included in 2022, our 2023 ESG Modifier takes into account our performance across three goals: increasing diverse representation across leadership levels; establishing and supporting initiatives to reduce greenhouse gas emissions and employee injuries; and advancing our commitment to data privacy, compliance, and security. In our discussions with shareholders, we have generally received positive feedback on this change. Additional detail on the calculation is provided under the disclosure relating to our LBP. The Committee continues to periodically review its compensation programs to drive continued alignment with the Company’s evolving strategic goals and shareholder expectations.

  38. Compensation Program Overview and Alignment with Company Performance and Shareholder Interests

    | • | Long-term performance oriented. Equity-based compensation comprises the largest part of total compensation and vests over a multi-year period to align the long-term interests of executive officers and shareholders; |

  39. Compensation Program Overview and Alignment with Company Performance and Shareholder Interests

    | • | Sensitive to performance variability. The size and the realizable values of incentive awards provided to executive officers varies significantly with performance achievements; |

  40. Compensation Program Overview and Alignment with Company Performance and Shareholder Interests

    | • | Benchmarked to industry peers. Compensation opportunities for executive officers are evaluated against those offered by companies that are in similar industries and are similar in size and scope of operations; and |

  41. OTHER NEO PAY MIX BASED ON TARGET AWARD OPPORTUNITY(1)

    Labcorp seeks to achieve outstanding performance for our shareholders through focusing our executives on adjusted operating income, revenues, adjusted EPS, net orders for our BLS segment, and relative TSR (compared against our peer group). Our compensation program rewards our executives for achieving goals set for these financial metrics, as well as provides them a direct incentive to both preserve and create shareholder value and increase the Company’s stock price. A substantial majority of the executives’ 2023 compensation opportunity was in the form of variable and performance-based awards, including performance-based cash compensation under our LBP, performance shares, non-qualified stock options, and restricted stock units, all of which provide our executives a strong incentive to drive Company performance and increase shareholder value. Incentive compensation is guided by the following principles:

  42. OTHER NEO PAY MIX BASED ON TARGET AWARD OPPORTUNITY(1)

    | • | executives receive payments only if performance goals are met or exceeded; |

  43. OTHER NEO PAY MIX BASED ON TARGET AWARD OPPORTUNITY(1)

    | • | by granting performance shares on overlapping cycles, the Company can adjust multi-year performance goals each year, as appropriate; |

  44. OTHER NEO PAY MIX BASED ON TARGET AWARD OPPORTUNITY(1)

    | • | a significant portion of long-term incentive target value (approximately 60%) is earned only if three-year financial performance goals are met; and |

  45. OTHER NEO PAY MIX BASED ON TARGET AWARD OPPORTUNITY(1)

    | • | both LBP payouts and the earned number of performance shares are capped at 200% of target. |

  46. OTHER NEO PAY MIX BASED ON TARGET AWARD OPPORTUNITY(1)

    | (1) Amounts shown reflect adjustments made to performance goals upon completion of the Spin-Off as further described on page 49. |

  47. OTHER NEO PAY MIX BASED ON TARGET AWARD OPPORTUNITY(1)

    The graph above shows the cumulative total return assuming an investment of $100 on December 31, 2018, in the Company’s common stock. For the purpose of this graph, the distribution of 100% of the outstanding common stock of Fortrea to our shareholders, pursuant to which Fortrea became an independent company, is treated as a non-taxable cash dividend of $33.11 per share, an amount equal to the opening price of the common stock of Fortrea when it began trading on June 20, 2023, that was deemed reinvested in the Company’s common stock at the closing price on June 20, 2023. The graph also shows our annual incentive plan payout to our CEO at the time (for 2019 this was our former CEO). The relationship reflects the Company’s commitment to aligning our annual incentive payouts with performance. Our market-leading compensation practices are designed with features to further align the interests of our executives with those of our shareholders:

  48. The Role of the Independent Consultant

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

  49. Use of Peer Group

    Use of Peer Group In evaluating executive compensation, the CHC Committee considers both absolute performance of the Company, as well as external comparisons relative to an established peer group. The peer group is used as a reference to evaluate market pay levels for certain of our NEOs, understand peer market pay practices, and provide a comparison for the relative TSR component of our performance share awards. Annually, FW Cook prepares a review of competitive total compensation for certain of the Company’s executives versus total compensation for similar positions at our peer group companies. FW Cook also utilizes national general industry and life sciences survey data for executives for whom there is insufficient comparable information in the peer company proxy statements. The combination of the peer group data and survey data are used by the CHC Committee as market data for purposes of assessing the competitiveness of compensation. With input from FW Cook, and recognizing that the Company has no directly comparable competitors, the comparative peer group is selected by the CHC Committee from public companies in the life science and healthcare industries that are close to Labcorp in terms of scope of services, have similar business characteristics, have connecting peer relationships (i.e., companies viewing Labcorp as a peer), and are of a similar size in terms of revenue and market capitalization. Each year, with the support of FW Cook, the CHC Committee reviews the previous year’s peer group to ensure it remains appropriate for benchmarking purposes and makes adjustments as needed to reflect changes in business strategy and other circumstances (e.g., mergers and acquisitions). In April 2022, the CHC Committee established the peer group used for setting 2023 compensation, taking into account an annual review by FW Cook. The CHC Committee removed Perrigo from the peer group due to its smaller size compared to Labcorp in terms of revenue and market capitalization, as well as a change in its business focus. The companies included in the 2023 comparative peer group were: Agilent Technologies, Inc. Baxter International Inc. Becton, Dickinson and Company Incorporated Boston Scientific Corporation Charles River Laboratories DaVita Inc. Henry Schein, Inc. IQVIA Holdings, Inc. Molina Healthcare Quest Diagnostics Incorporated Stryker Corporation Syneos Health Thermo Fisher Scientific Viatris Zimmer Biomet Holdings, Inc. In August 2023, the CHC Committee established the 2024 comparative peer group considering, among other things, FW Cook’s annual review of the peer group and changes to the Company’s size and business profile following the Fortrea Spin-Off. The CHC Committee removed DaVita Inc. (“DaVita”), Syneos Health, and Thermo Fisher Scientific from the peer group. DaVita was removed to avoid any potential conflict of interest resulting from Mr. Schechter serving on the compensation committee of DaVita’s board of directors. Syneos Health was removed because it was no longer a business fit following the Fortrea Spin-Off and because it was in the process of being acquired by a private equity group. Thermo Fisher Scientific was removed due to its significantly larger size compared to Labcorp in terms of revenue and market capitalization. The CHC Committee added Edwards Life Sciences and Universal Health Services to the peer group because they both align well with the Company in terms of revenue and market capitalization and because they reflect industry alignment. No other changes were made to the peer group at that time.

  50. 2023 Elements of Compensation

    | LABCORP—2023 EXECUTIVE COMPENSATION STRUCTURE AND ACTIONS | | | | | BASE SALARY | In February 2023, the CHC Committee approved a base salary increase for Mr. Schechter of 3.3% and between 3.2% and 3.3% for Mr. Eisenberg, Dr. Caveney and Mr. Schroeder, effective as of June 2023. Dr. Caveney and Mr. Schroeder’s increases were not implemented, as prior to their effective date, as described below, the CHC Committee increased their base salaries 18%, effective as of May 2023 in connection with changes in responsibilities due to the Spin-Off. | | | | LABCORP BONUS PLAN | PERFORMANCE METRICS | | | | | Consolidated Revenues Consolidated Adjusted Operating Income Segment Specific Metrics Subject to modification based on individual performance and Company-wide ESG performance | | Payouts to the CEO and other NEOs under the LBP ranged from 99% to 116% of target performance. The payout factor for the enterprise pool was 103.5% of Target. | | LONG-TERM INCENTIVE (LTI) | PERCENT OF TARGET LTI VALUE | PERFORMANCE METRICS | | | | 60% – Performance Shares | 70% – EPS | Payouts of the 2021-2023 performance share cycle were 200% of Target for the NEOs who received awards in 2021. | | | | 30% – Revenue | | | | | Total Shareholder Return (25% Modifier) | | | | 20% – Restricted Stock Units | Service During Vesting Period | | | | 20% – Non-qualified Stock Options | Service During Vesting Period | |

  51. Base Salary

    Base Salary While the CHC Committee generally targets salary levels of the NEOs at the median of the peer group, it retains the flexibility to adjust individual compensation to take into account variations in the individual’s job experience and responsibilities, including as reviewed and recommended to the CHC Committee by the CEO. Annual changes in base salaries are determined using several factors, including the peer group’s practices, Company performance, the individual’s performance and experience in the role, increases generally provided to our employees, and how specific executive responsibilities compare to other executives within Labcorp, as well as to the most appropriate market reference data provided by FW Cook. In February 2023, the CHC Committee approved base salary increases of 3.3% for Mr. Schechter, and between 3.2% and 3.3% for Mr. Eisenberg, Dr. Caveney and Mr. Schroeder, which took into account the competitiveness of their compensation and alignment with increases provided to employees broadly to bring total direct compensation more in line with the median of the total direct compensation for the peer group and to reflect their roles and contribution to the Company. Dr. Caveney and Mr. Schroeder’s increases were not implemented, however, as prior to their effective date in May 2023, to account for the significant additional responsibilities in each of their post-Spin-Off roles and after reviewing market data and other input from FW Cook, the CHC Committee approved new compensation packages for Dr. Caveney and Mr. Schroeder, resulting in base salary increases of 18% for each of them. No other NEOs received base salary increases as a result of the Spin-Off or otherwise. The CHC Committee did not approve a base salary increase for Dr. Kirchgraber as he was expected to depart the Company in connection with the Spin-Off, and Mr. Pike and Ms. Graham’s base salaries were established as part of their overall compensation packages when they joined the Company in January 2023 and April 2023, respectively. The table below sets forth the base salary changes for the NEOs during 2023, effective June 18, 2023, unless otherwise noted.

  52. Annual Cash Incentive Pay (LBP)

    Annual Cash Incentive Pay (LBP) The LBP is an enterprise-wide bonus plan that covers the majority of our executives and other management eligible for bonuses, including the NEOs. The LBP is designed to compensate participants for achieving annual goals that further the Company’s strategy and create shareholder value. The LBP was originally introduced in 2021 to better (i) support the Company strategy through its strong focus on enterprise-wide performance; (ii) harmonize practices across the enterprise; and (iii) align with the range of performance opportunity observed with peer group and market practice. In 2022, the LBP was modified to include a company-wide ESG modifier. In February 2023, LBP goals were set for the full Company without incorporating the potential impact of the Fortrea Spin-Off. Following the completion of the Spin-Off, the LBP performance goals were adjusted by the CHC Committee in October 2023 to account for the Spin-Off by removing the CDCS business. The design of the LBP for 2023 otherwise remained consistent with the 2022 design. Bonus awards for NEOs under the LBP are based on three performance factors:

  53. Annual Cash Incentive Pay (LBP)

    | • | a Business Performance Factor, which is based on Company financial metrics; |

  54. Annual Cash Incentive Pay (LBP)

    | • | an ESG Modifier based on overall Company performance; and |

  55. Annual Cash Incentive Pay (LBP)

    | • | the executive’s Individual Performance Modifier. |

  56. Annual Cash Incentive Pay (LBP)

    Each NEO’s Business Performance Factor is based entirely on enterprise financial metrics, or on a combination of enterprise financial and segment financial and operating metrics, depending on the executive’s responsibility. As a result of their change in role in May 2023, the Business Performance Groupings for Dr. Caveney and Mr. Schroeder changed on May 1, 2023, and are prorated based on the time in each role. The table below shows the metrics and weightings that determine the Business Performance Factor for each NEO. Dr. Kirchgraber did not receive a 2023 bonus because his employment terminated prior to the end of the calendar year. Pursuant to the terms of his employment agreement, Mr. Pike was entitled to a bonus payment equal to the greater of his (a) prorated Target Award subject to determination and approval by the Fortrea Board; or (b) a minimum payment of 100% of his base salary. For additional information, see “Mr. Pike’s Employment Agreement” on page 78. In connection with Ms. Graham joining the Company in 2023, the CHC Committee agreed that she would be eligible to receive a pro-rated bonus target payment of 85% in 2023. The table below shows the metrics and weightings that determine the Business Performance Factor for each NEO.

  57. Annual Cash Incentive Pay (LBP)

    | Metrics | Enterprise Group | Diagnostics Segment Group | Biopharma Laboratory Services (BLS) Segment Group | | Executives | ADAM H. SCHECHTER GLENN A. EISENBERG MARK S. SCHROEDER ANITA Z. GRAHAM(1) (3) | BRIAN J. CAVENEY MARK S. SCHROEDER(1) (2) | BRIAN J. CAVENEY(2) | | Consolidated Revenue | 50% | 25% | 35% | | Consolidated Adjusted Operating Income (AOI) | 50% | 25% | 35% | | Diagnostics Segment Revenue | - | 25% | - | | Diagnostics Segment AOI | - | 25% | - | | BLS Segment Net Orders | - | - | 15% | | BLS Segment AOI | - | - | 15% | | Total | 100% | 100% | 100% |

  58. Annual Cash Incentive Pay (LBP)

    | (1) January 1, 2023 - April 30, 2023 |

  59. Annual Cash Incentive Pay (LBP)

    | (2) May 1, 2023 - December 31, 2023 |

  60. Annual Cash Incentive Pay (LBP)

    | (3) April 3, 2023 - December 31, 2023 |

  61. Annual Cash Incentive Pay (LBP)

    Setting and Evaluating Performance Targets. Company financial goals may be achieved by the NEOs at a threshold, target, or superior level. If actual performance for Company financial goals falls between either the threshold and target levels or the target and superior levels, the payouts are interpolated accordingly based on payout levels shown below. Each goal is measured separately and if the threshold level of performance for a particular goal is not achieved, the payout for that goal is zero. The Business Performance Factor is calculated based on the weighted average for each metric.

  62. Annual Cash Incentive Pay (LBP)

    | Performance Level | Payout Level | | Threshold | 50% of Target | | Target | 100% of Target | | Superior | 200% of Target |

  63. Annual Cash Incentive Pay (LBP)

    The ESG Modifier was introduced in 2022 and was designed to incorporate overall Company performance on ESG matters. Performance is evaluated based on a holistic, qualitative review of Labcorp’s success relative to ESG performance objectives. The ESG Modifier has the potential to decrease, but not increase, an executive’s bonus based on achievement of the ESG performance objectives, and can range from 90% to 100%. The ESG Modifier included the three following goals:

  64. Annual Cash Incentive Pay (LBP)

    | • | increasing diverse representation for leadership levels; |

  65. Annual Cash Incentive Pay (LBP)

    | • | establishing and supporting initiatives to reduce greenhouse gas emissions and employee injuries; and |

  66. Annual Cash Incentive Pay (LBP)

    | • | advancing our commitment to data privacy, compliance, and security. |

  67. Annual Cash Incentive Pay (LBP)

    In addition, there is an Individual Performance Modifier that increases or decreases the executive’s bonus based on individual performance, which may address individual, strategic, and operational objectives, as well as soft skills such as leadership and collaboration. The Individual Performance Modifier may range from 0% to 150%, provided that the modifier may not increase the payout to more than 200% of target under the LBP, the overall plan cap on payouts. If one or more of the individual performance metrics are not achieved (resulting in 0%), then the corresponding LBP payout could result in an amount less than the threshold level amount. The threshold, target, and superior goals for the revenues, adjusted operating income, and BLS net orders measures were based on various outcomes considered by the CHC Committee, with the target amounts aligning to the Company’s and segment’s operating budget approved by the Board. Our 2023 goals took into consideration the Company’s and each segment’s internal outlook and expectations, and the outlook for 2023 provided to the public markets in early 2023. Results for 2023 Company and Segment Financial Goals. The 2023 goals were initially set in February 2023 with the expectation that goals would be adjusted following completion of the Spin-Off. After the completion of the Spin-Off, the CHC Committee adjusted the financial goals to reflect the impact of the Spin-Off. The 2023 goals shown below reflect the revised adjusted performance targets for the Company and BLS segment pool.

  68. Annual Cash Incentive Pay (LBP)

    | Company Goals | Threshold | Target | Superior | 2023 Result | Achievement(8) | | Consolidated Revenues(1)(2) | $10.9 billion | $12.1 billion | $13.3 billion | $12.2 billion | 100.9% | | Consolidated Adjusted Operating Income(2)(3) | $1.4 billion | $1.8 billion | $2.0 billion | $1.8 billion | 99.1% | | Diagnostics Segment | Threshold | Target | Superior | 2023 Result | Achievement(8) | | Segment Revenues(4) | $8.3 billion | $9.2 billion | $10.1 billion | $9.4 billion | 102.2% | | Segment Adjusted Operating Income(5) | $1.3 billion | $1.6 billion | $1.7 billion | $1.6 billion | 99.5% | | Biopharma Laboratory Services Segment | Threshold | Target | Superior | 2023 Result | Achievement(8) | | Segment Net Orders(2)(6) | $3.4 billion | $3.8 billion | $5.3 billion | $3.0 billion | 78.2% | | Segment Adjusted Operating Income(2)(7) | $404 million | $449 million | $629 million | $420.3 million | 68.1% |

  69. Annual Cash Incentive Pay (LBP)

    | (1) The Consolidated Revenues item represents the Company’s consolidated revenues as reported in the 2023 Annual Report, adjusted for foreign currency impact versus budgeted exchange rates. |

  70. Annual Cash Incentive Pay (LBP)

    | (2) Target amounts shown have been adjusted to account for the Fortrea Spin-Off and reflect the removal of the budget attributed to the CDCS business as a result of the Spin-Off. |

  71. Annual Cash Incentive Pay (LBP)

    | (3) Consolidated Adjusted Operating Income represents the Company’s consolidated adjusted operating income (excluding amortization, restructuring charges, special items, and impairments) as reported in the Company’s 2023 earnings release on February 15, 2024, adjusted for foreign currency impact versus budgeted exchange rates. Consolidated Adjusted Operating Income also includes a discretionary adjustment due to NHP supply issues. |

  72. Annual Cash Incentive Pay (LBP)

    | (4) The Diagnostics Segment Revenues item represents Labcorp Diagnostics revenues as reported in the Company’s 2023 earnings release on February 15, 2024, adjusted for foreign currency impact versus budgeted exchange rates. |

  73. Annual Cash Incentive Pay (LBP)

    | (5) Diagnostics Segment Adjusted Operating Income represents Labcorp Diagnostics adjusted operating income as reported in the Company’s 2023 earnings release on February 15, 2024, adjusted for foreign currency impact versus budgeted exchange rates. |

  74. Annual Cash Incentive Pay (LBP)

    | (6) Segment Net Orders represents Biopharma Laboratory Services reported net orders at constant currency basis. |

  75. Annual Cash Incentive Pay (LBP)

    | (7) Biopharma Laboratory Services Adjusted Operating Income represents Biopharma Laboratory Services adjusted operating income as reported in the Company’s 2023 earnings release on February 15, 2024, adjusted for foreign currency impact versus budgeted exchange rates. Includes a discretionary adjustment due to NHP supply issues. |

  76. Annual Cash Incentive Pay (LBP)

    | (8) Percentage achieved as a percentage of the target goal. |

  77. Annual Cash Incentive Pay (LBP)

    The table below shows for our NEOs who received awards under the 2023 LBP, the bonus opportunity, the Business Performance Factor, the ESG Modifier, the Individual Performance Modifier, and the resulting LBP award. In 2023, given the Company’s continued solid financial performance and ability to meet the continued needs of patients, providers, and pharmaceutical clients, the Individual Performance Modifier was set at 110% for each executive. The Committee approved this increase in large part due to the success of the Spin-Off, which was successfully completed in less than a year. A similar adjustment was made for all bonus eligible employees in 2023 in light of the cross-company collaboration and effort required to complete the Spin-Off. In addition, after a review of the Company’s performance against the newly implemented ESG goals, the CHC Committee approved an overall ESG Modifier of 100%. Dr. Kirchgraber did not receive a 2023 bonus because his employment terminated prior to the end of the calendar year. Pursuant to the terms of his employment agreement, Mr. Pike had an annual incentive target of 150% of annual base salary. For 2023, his contract provided for a minimum bonus payout of 100% of annual base salary. Due to the Spin-Off, his bonus will be determined by the Fortrea board of directors. For additional information, see “Mr. Pike’s Employment Agreement” on page 78.

  78. Annual Cash Incentive Pay (LBP)

    | Executive | Prorated Salary(1) | Bonus Target (%) of Salary | Target Opportunity | Business Performance Factor(2) | Business Performance Factor Payout % | ESG Modifier | Individual Performance Modifier | Bonus Payout $ | | ADAM H. SCHECHTER | $1,373,748 | 150% | $2,060,622 | Enterprise | 103.5% | 100.0% | 110.0% | $2,346,018 | | GLENN A. EISENBERG | $805,493 | 100% | $805,493 | Enterprise | 103.5% | 100.0% | 110.0% | $917,054 | | BRIAN J. CAVENEY | $617,452 | 100% | $617,452 | Diagnostics and BLS | 90.7% | 100.0% | 110.0% | $609,719 | | ANITA Z. GRAHAM | $418,849 | 85% | $356,022 | Enterprise | 103.5% | 100.0% | 110.0% | $405,331 | | MARK S. SCHROEDER | $617,452 | 100% | $617,452 | Enterprise and Diagnostics | 105.5% | 100.0% | 110.0% | $718,807 | | PAUL R. KIRCHGRABER | $630,000 | 100% | $630,000 | N/A | N/A | N/A | N/A | N/A | | THOMAS H. PIKE | $1,100,000 | 150% | $1,650,000 | N/A | N/A | N/A | N/A | N/A |

  79. Annual Cash Incentive Pay (LBP)

    | (1) Represents prorated salary for executives employed at year end; for former executives represents January 1, 2023 annual salary and full year 2023 target opportunity assuming that executive would have been employed through the calendar year. |

  80. Annual Cash Incentive Pay (LBP)

    | (2) Business Factor Performance for Dr. Caveney and Mr. Schroeder used different segment metrics for different time periods. See metrics table above on page 57 for additional information. |

  81. Annual Cash Incentive Pay (LBP)

    In addition to the payments to Ms. Graham under the LBP, in connection with the negotiations for Ms. Graham to join the Company in April 2023 and to compensate Ms. Graham for forfeited compensation opportunities from her previous employer, the CHC Committee also authorized the award of a one-time sign-on bonus of $500,000, and an additional one-time retention bonus of $500,000 if she remains employed with the Company through December 31, 2024. The retention bonus is subject to forfeiture and repayment if Ms. Graham terminates her employment for any reason or the Company terminates her employment for Cause, as defined in her offer letter, prior to December 31, 2024.

  82. Long-Term Incentive Awards

    Long-Term Incentive Awards LTI awards for 2023 continued to be comprised of a mix of performance share awards, time based non-qualified stock options, and restricted stock units. Performance share awards vest based on performance at the end of a three-year performance measurement period. Non-qualified stock options and restricted stock units generally vest in equal one-third increments over a three-year period beginning on the first anniversary of the grant date. Performance share awards are intended to comprise 60% or more of the target value on the grant date, with the remainder split between restricted stock units and non-qualified stock options (based on the Black-Scholes option pricing model). In setting 2023 long-term compensation, the CHC Committee determined that a balanced program using performance-based awards, non-qualified stock options, and restricted stock units would achieve all of the following:

  83. Long-Term Incentive Awards

    | • | reward stock price growth; |

  84. Long-Term Incentive Awards

    | • | deliver performance-based, at-risk compensation through performance shares; |

  85. Long-Term Incentive Awards

    | • | ensure longer-term business focus through the use of multi-year operational performance goals to determine the number of performance share awards ultimately earned; |

  86. Long-Term Incentive Awards

    | • | provide retention features through multi-year vesting and the use of non-qualified stock options and restricted stock units (three-year vesting requirement); |

  87. Long-Term Incentive Awards

    | • | align interests of executive officers, including the NEOs, with interests of all shareholders; and |

  88. Long-Term Incentive Awards

    | • | align with emerging practices of the market and peer group data. |

  89. Long-Term Incentive Awards

    The CHC Committee annually evaluates the size of LTI award values to assess whether when combined with base salary and the target LBP payout, the total target pay opportunity generally aligns with the median of the peer group and/or other applicable market comparisons. In addition to the review of market comparisons, the CHC Committee retains the flexibility to adjust individual award levels, taking into account variations in the individual’s job experience and responsibility, including as reviewed and recommended to the CHC Committee by Mr. Schechter for executives other than himself. In 2023, the CHC Committee applied a target LTI mix of 60% performance shares, 20% non-qualified stock options, and 20% restricted stock units. In determining the target LTI award values for 2023, the Committee considered whether the values of total target pay opportunities for all of our NEOs would be within what the CHC Committee considered to be a competitive range of within 15% of the market median. The values ultimately selected were based on the Company’s desire to attract and retain executive talent, the Company’s stated objective of placing a greater emphasis on long-term incentives, and the CHC Committee’s assessment of the Company’s performance. Each year, the CHC Committee assesses the appropriateness of the metrics used to determine the actual number of performance shares to be earned, if any, at the end of the next three-year period. This assessment takes into consideration a number of factors, including alignment with long-term business objectives, feedback from shareholders, ability to establish meaningful long-term goals, and alignment to shareholder value creation, among others. For the 2023-2025 performance cycle, the CHC Committee determined that EPS, revenue, and TSR remained appropriate because they (i) are critical to the long-term success of the Company; (ii) are transparent to shareholders and the NEOs; (iii) reinforce alignment between the NEOs and shareholders through the TSR modifier; and (iv) create an appropriate balance between profitability and top-line growth, which is important to shareholder value and discourages unnecessary risk taking. When initially setting performance targets in February 2023, the CHC Committee set the performance goals on a total Company basis, without taking into account the expected Spin-Off, but provided that if the Spin-Off were to occur, the business units being spun off would be treated as though they were discontinued operations. Accordingly, in October 2023, the CHC Committee approved adjustments to the 2023-2025 performance share award program to incorporate the impact of the Spin-Off. As described under “Base Salary” above, in May 2023 the CHC Committee approved new compensation packages for Dr. Caveney and Mr. Schroeder to account for their significantly expanded roles following the Fortrea Spin-Off. These compensation packages included “off-cycle” awards to increase their annual LTI targets to reflect their new roles. The CHC Committee considers Dr. Caveney and Mr. Schroeder’s continued employment with the Company a key component of the Company’s continued growth. The decision to make “off-cycle” awards was made in part because of the significant amount of time that would pass until the next annual grant, and the size of the awards was intended to transition to a level reflective of the new roles. These awards were in the same vehicle mix as the annual LTI awards described above, with approximately 60% of the value in the form of performance awards tied to the same metrics as those granted in February 2023. For information regarding Mr. Pike’s equity grants, including his sign-on equity grant, see “Mr. Pike’s Employment Agreement” on page 78. In setting Mr. Schechter’s 2024 compensation, in February 2024, the CHC Committee approved an 18% increase to his LTI award value in recognition of his outstanding leadership of the Company and its strong performance under his tenure, as well as to position his pay more competitively relative to peers. The CHC Committee also approved for Mr. Schechter an additional one-time $2,000,000 increase to his annual LTI award to recognize his efforts contributing to the successful Spin-Off. This one-time award had the same vehicle mix as other LTI awards, with approximately 60% in the form of performance shares. The table below presents an overview of the 2023-2025 performance share awards as adjusted following the Fortrea Spin-Off, which are based on cumulative three-year EPS, cumulative three-year revenue, and a modifier based on TSR relative to our peer group in effect at the time of the grant. Revised 2023-2025 Performance Share Award Targets

  90. Long-Term Incentive Awards

    | Goal | Weighting | Threshold | Target | Superior | | EPS (cumulative three-year EPS) | 70% | $39.45(1) | $42.65(1) | $45.93(1) | | REVENUE (cumulative three-year revenue) | 30% | $36.0 billion(1) | $37.1 billion(1) | $38.3 billion(1) | | RELATIVE TOTAL SHAREHOLDER RETURN MODIFIER(2) | N/A | Bottom 25th Percentile -25% | Between the 26th and 75th Percentile No adjustment | Top 25th Percentile +25% |

  91. Long-Term Incentive Awards

    | (1) 2023-2025 performance share award goal amounts shown were adjusted to remove the three-year CDCS forecast, which had been included in the January 2023 five-year forecast used to set the original targets. The CDCS business was treated as discontinued operations for purposes of the award and excluded from the measurement of performance against the targets in all covered periods. |

  92. Long-Term Incentive Awards

    | (2) Refers to the percentile among our peer group based on TSR. |

  93. Long-Term Incentive Awards

    The performance share awards provide that achievement at the Threshold level results in earning 50% of the related portion of the award, achievement at the Target level results in earning 100% of the related portion of the award, and achievement at the Superior level results in earning 200% of the related portion of the award. If the three-year cumulative relative TSR falls below the 25th percentile of our peer group, the calculated payout of the performance shares will be reduced by 25%. If the three-year cumulative relative TSR is above the 75th percentile, the calculated payout of the performance shares will be increased by 25%, subject to an overall cap at 200%. Details related to the grant size for each NEO can be found in the Grants of Plan-Based Awards table on page 69.

  94. 2022-2024 Performance Share Awards

    2022-2024 Performance Share Awards We granted performance share awards in 2022 that would be earned only to the extent the stated performance goals over the three-year performance period ending December 31, 2024, were realized. The awards were based on cumulative three-year EPS and cumulative three-year revenue, with a modifier based on TSR relative to the peer group at the time of the grant. The awards provided that achievement at the Threshold level would result in earning 50% of the related portion of the award, achievement at the Target level would result in earning 100% of the related portion of the award, and achievement at the Superior level would result in earning 200% of the related portion of the award. In light of the Fortrea Spin-Off, the Labcorp performance targets were revised to remove the second quarter of 2023 to the fourth quarter of 2024 CDCS business forecast incorporated in the original targets and as further described below. Revised 2022-2024 Performance Share Award Targets

  95. 2022-2024 Performance Share Awards

    | Goal | Weighting | Threshold | Target | Superior | | EPS (cumulative three-year EPS) | 70% | $43.44(1) | $48.93(1) | $54.53(1) | | REVENUE (cumulative three-year revenue) | 30% | $39.5 billion(1) | $40.7 billion(1) | $41.9 billion(1) | | RELATIVE TOTAL SHAREHOLDER RETURN MODIFIER(2) | N/A | Bottom 25th Percentile -25% | Between the 26th and 75th Percentile No adjustment | Top 25th Percentile +25% |

  96. 2022-2024 Performance Share Awards

    | (1) 2022-2024 performance share award goal amounts shown were adjusted to remove the CDCS business forecast for the second quarter of 2023 through the fourth quarter of 2024, which had been included in the January 2022 five-year forecast used to set the original targets. The first quarter of 2023 was the last time Fortrea was treated as part of continuing operations, and thus the CDCS business was included in measuring performance against the targets through the first quarter of 2023. Following the first quarter of 2023, the CDCS business was treated as discontinued operations for purposes of the award and excluded from the measurement of performance against the targets. |

  97. 2022-2024 Performance Share Awards

    | (2) Refers to the percentile among our peer group based on TSR. |

  98. 2021-2023 Performance Share Awards Earned

    2021-2023 Performance Share Awards Earned We granted performance share awards in 2021 that would be earned only to the extent the stated performance goals over the three-year performance period ending December 31, 2023, were realized. The awards were based on cumulative three-year EPS and cumulative three-year revenue, with a modifier based on TSR relative to our peer group. The awards provided that achievement at the Threshold level would result in earning 50% of the related portion of the award, achievement at the Target level would result in earning 100% of the related portion of the award, and achievement at the Superior level would result in earning 200% of the related portion of the award. Based on the limited time remaining in the performance period at the time of the Fortrea Spin-Off and the actual performance to date, the CHC Committee decided to shorten the performance period and assess the number of 2021-2023 performance shares that were earned based on performance through the Fortrea Spin-Off, provided that the awards would not vest unless the grantees remained employed through when the awards would have otherwise vested in the first quarter of 2024. Based on that assessment, the 2021-2023 performance share awards held by grantees who remained with the Company following the Spin-Off were converted into restricted stock units relating to the shares of the Company’s common stock. As a result of the Company’s performance, and as described in the table below, the number of shares were earned at 200% percent of target, and vested on March 27, 2024.

  99. 2021-2023 Performance Share Awards Earned

    | Goal | Weighting | Threshold | Target | Superior | 2021-2023 Result | | EPS(1) (cumulative three-year EPS) | 70% | $44.28 | $49.80 | $55.32 | $65.26 (Superior) | | REVENUE(1) (cumulative three-year revenue) | 30% | $41.4 billion | $42.7 billion | $44.0 billion | $46.2 billion (Superior) | | RELATIVE TOTAL SHAREHOLDER RETURN MODIFIER(2) | N/A | Bottom 25th Percentile | 26th-75th Percentile | Top 25th Percentile | 54th Percentile (Target) |

  100. 2021-2023 Performance Share Awards Earned

    | (1) The level of achievement was determined by adding actuals for 2021 and 2022 to the 2023 full year forecast at the time of the Spin-Off to determine the overall achievement level for the 2021-2023 performance period. |

  101. 2021-2023 Performance Share Awards Earned

    | (2) Refers to the percentile among our peer group based on TSR. The performance shares awards provided that if the three-year cumulative relative TSR was below the 25th percentile of our peer group, the calculated payout of the performance shares would be reduced by 25%, if the three-year cumulative relative TSR was above the 75th percentile, the calculated payout of the performance shares would be increased by 25%, and of the three-year cumulative relative TSR was in range from the 26th to the 75th percentile, then no adjustment would be made. Performance was measured from January 1, 2021, through June 30, 2023. |

  102. 2021-2023 Performance Share Awards Earned

    The chart below shows the total payout of the performance share awards earned by our NEOs who received grants in each three-year period from 2019 to 2023.

  103. Equity Grant Practices; Clawback Requirement

    Equity Grant Practices; Clawback Requirement Generally, the CHC Committee approves equity grants at the beginning of the year in connection with a regularly scheduled CHC Committee meeting. The equity grants are awarded under the 2016 Omnibus Incentive Plan, pursuant to which the grant date of an award is the date the CHC Committee approves the award. The CHC Committee does not time awards with the release of information concerning the Company. Awards that have been made pursuant to the 2016 Omnibus Incentive Plan are subject to any recoupment policy adopted by the Company to comply with the requirements of any applicable laws. In October 2023, the CHC Committee approved our amended and restated Incentive Compensation Recoupment Policy, which we originally adopted in December 2018 (the “Recoupment Policy”). The Recoupment Policy generally provides for clawback of cash and equity awards from covered executives upon the occurrence of certain events, including the filing of an accounting restatement, overpayment of an award based on an accounting error, and employee misconduct. In accordance with new SEC and NYSE rules, the Recoupment Policy requires reasonably prompt recovery of excess incentive compensation from covered executives (which include our NEOs) if (i) the Audit Committee, the Board, or another committee of the Board, as applicable, concludes or reasonably should have concluded that the Company is required to effect an accounting restatement; or (ii) a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement. Our updated Recoupment Policy expands the definition of accounting restatements to include accounting restatements caused by material non-compliance with any reporting requirement, as well as accounting restatements required to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Our updated Recoupment Policy also permits the Board to recover excess incentive compensation from all employees following the aforementioned accounting restatement triggers. While not required under the new SEC and NYSE rules, our Recoupment Policy also empowers the Company to recover incentive compensation from all current and former employees for certain acts of misconduct. Pursuant to our Recoupment Policy, the Company may recover excess compensation from all current and former employees if they (i) are terminated for cause as defined in their employment agreement with the Company, or as defined under the Severance Plan or 2016 Omnibus Incentive Plan; (ii) engage in certain misconduct, including a failure to supervise, resulting in material harm to the Company; (iii) materially violate, breach or participate in activities that conflict with any employment agreement, confidentiality obligation or other restrictive covenant; (iv) commit or aid and abet an act of fraud or dishonesty, or intentional misconduct during the course of their employment; or (v) materially breach a written policy applicable to employees of the Company. Our Recoupment Policy also requires reasonably prompt recovery of excess incentive compensation from covered executives upon an overpayment of an award based on an accounting error. In the event that an employee other than a covered executive receives excess incentive compensation upon an overpayment of an award based on an accounting error, the Board has discretion to seek recoupment of such excess compensation.

  104. Termination and Change-in-Control Payments

    Termination and Change-in-Control Payments The Company maintains an Amended and Restated Master Senior Executive Severance Plan (the “Severance Plan”) that provides participants with financial protection in circumstances involving a qualifying termination. The Severance Plan was established to provide a competitive benefit necessary to attract and retain executives, and so that in the context of a change in control the executive would consider corporate actions that would benefit shareholders without regard to personal finances. We believe that the Severance Plan is appropriately structured and consistent with current market practice. For example, the Severance Plan provides for severance payments, a portion of which is based on the executive’s average actual annual incentive payouts over a three-year period prior to the termination of employment, rather than target, and does not have tax gross-up payments associated with change-in-control payments. For additional information on the termination and change-in-control benefits under the Severance Plan, see “Potential Payments Upon Termination or Change-in-Control” on page 74. The 2016 Omnibus Incentive Plan provides that if awards are assumed or substituted in connection with a change in control, only a qualifying termination event will result in accelerated vesting (i.e., “double trigger”). The plan does not provide for any tax gross-ups. We believe these provisions are consistent with current compensation trends. Mr. Schechter does not, and Mr. Pike did not, participate in the Severance Plan. For a discussion of Mr. Schechter’s severance arrangements, which are governed by the provisions of his employment agreement, see the section “Mr. Schechter’s Severance Arrangements” on page 80.

  105. COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Non-Qualified Stock Options(3) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value And Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6)(7) | Total ($) | | ADAM H. SCHECHTER President and Chief Executive Officer | 2023 | $1,373,692 | $- | $2,250,072 | $9,071,320 | $2,346,018 | $- | $938,253 | $15,979,355 | | | 2022 | $1,317,500 | $- | $2,142,125 | $9,063,244 | $1,675,221 | $- | $729,207 | $14,927,297 | | | 2021 | $1,277,381 | $- | $1,803,330 | $13,236,819 | $3,802,068 | $- | $432,007 | $20,551,605 | | GLENN A. EISENBERG Executive Vice President and Chief Financial Officer | 2023 | $805,462 | $- | $615,878 | $2,473,816 | $917,054 | $- | $144,567 | $4,956,777 | | | 2022 | $780,500 | $- | $586,988 | $6,551,496 | $661,630 | $- | $101,879 | $8,682,493 | | | 2021 | $756,287 | $- | $497,470 | $3,660,580 | $1,500,695 | $- | $43,676 | $6,458,708 | | BRIAN J. CAVENEY Executive Vice President and President, Early Development and Chief Medical and Scientific Officer | 2023 | $617,635 | $- | $432,955 | $1,745,352 | $609,719 | $- | $70,782 | $3,476,443 | | | 2022 | $538,000 | $- | $343,045 | $1,440,880 | $641,792 | $- | $44,750 | $3,008,467 | | | 2021 | $521,532 | $- | $286,045 | $2,122,324 | $1,034,877 | $- | $15,851 | $3,980,629 | | ANITA Z. GRAHAM Executive Vice President and Chief Human Resources Officer | 2023 | $420,000 | $500,000 | $196,708 | $1,012,330 | $405,331 | $- | $21,622 | $2,555,991 | | MARK S. SCHROEDER Executive Vice President and President, Diagnostics Laboratories and Chief Operations Officer | 2023 | $617,635 | $- | $461,625 | $1,892,720 | $718,807 | $13,815 | $90,506 | $3,795,108 | | | 2022 | $538,000 | $- | $343,045 | $1,440,880 | $456,051 | $- | $65,079 | $2,843,055 | | | 2021 | $521,532 | $- | $286,045 | $2,112,324 | $1,034,877 | $- | $35,851 | $3,990,629 | | PAUL R. KIRCHGRABER Executive Vice President and Chief Executive Officer, Early Development, Central Laboratories and Oncology | 2023 | $424,038 | $- | $410,610 | $1,648,365 | $- | $- | $2,845,156 | $5,328,169 | | | 2022 | $630,000 | $- | $388,784 | $1,648,375 | $267,036 | $- | $82,738 | $3,016,933 | | | 2021 | $625,838 | $- | $286,045 | $2,112,324 | $1,241,852 | $- | $155,367 | $4,421,426 | | THOMAS H. PIKE Executive Vice President | 2023 | $528,846 | $- | $- | $4,129,232 | $- | $- | $11,240 | $4,669,318 |

  106. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below outlines the restricted stock units, performance share awards, non-qualified stock options, and annual cash incentive awards pursuant to the LBP that were made to the NEOs during 2023.

  107. Grants of Plan-Based Awards

    | Name | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Option Awards Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/SH) | All Other Stock Awards Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards(5) | | | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | ADAM H. SCHECHTER | Restricted Stock Units | 2/7/2023 | | | | | | | | | 9,749 | $2,160,967 | | | Performance Share | 2/7/2023 | | | | 14,617 | 29,235 | 58,470 | | | | $6,910,353 | | | Stock Options | 2/7/2023 | | | | | | | 30,561 | $221.67 | | $2,250,072 | | | LBP | 3/31/2023 | $1,030,311 | $2,060,622 | $4,121,244 | | | | | | | | | GLENN A. EISENBERG | Restricted Stock Units | 2/7/2023 | | | | | | | | | 2,655 | $588,508 | | | Performance Share | 2/7/2023 | | | | 3,988 | 7,976 | 15,952 | | | | $1,885,308 | | | Stock Options | 2/7/2023 | | | | | | | 8,365 | $221.67 | | $615,878 | | | LBP | 3/31/2023 | $402,747 | $805,493 | $1,610,986 | | | | | | | | | BRIAN J. CAVENEY | Restricted Stock Units | 2/7/2023 | | | | | | | | | 1,551 | $343,795 | | | Restricted Stock Units | 5/5/2023 | | | | | | | | | 335 | $67,234 | | | Performance Share | 2/7/2023 | | | | 2,326 | 4,652 | 9,304 | | | | $1,099,605 | | | Performance Share | 5/5/2023 | | | | 496 | 993 | 1,986 | | | | $234,718 | | | Stock Options | 2/7/2023 | | | | | | | 4,907 | $221.67 | | $361,281 | | | Stock Options | 5/5/2023 | | | | | | | 1,115 | $200.70 | | $71,674 | | | LBP | 3/31/2023 | $308,726 | $617,452 | $1,234,904 | | | | | | | | | ANITA Z. GRAHAM | Restricted Stock Units | 4/5/2023 | | | | | | | | | 1,105 | $231,828 | | | Performance Share | 4/5/2023 | | | | 1,651 | 3,302 | 6,604 | | | | $780,502 | | | Stock Options | 4/5/2023 | | | | | | | 3,346 | $209.80 | | $196,708 | | | LBP | 4/5/2023 | $178,011 | $356,022 | $712,044 | | | | | | | | | MARK S. SCHROEDER | Restricted Stock Units | 2/7/2023 | | | | | | | | | 1,551 | $343,795 | | | Restricted Stock Units | 5/5/2023 | | | | | | | | | 491 | $98,543 | | | Performance Share | 2/7/2023 | | | | 2,326 | 4,652 | 9,304 | | | | $1,099,605 | | | Performance Share | 5/5/2023 | | | | 742 | 1,484 | 2,968 | | | | $350,777 | | | Stock Options | 2/7/2023 | | | | | | | 4,907 | $221.67 | | $361,281 | | | Stock Options | 5/5/2023 | | | | | | | 1,561 | $200.70 | | $100,344 | | | LBP | 3/31/2023 | $308,726 | $617,452 | $1,234,904 | | | | | | | | | PAUL R. KIRCHGRABER | Restricted Stock Units | 2/7/2023 | | | | | | | | | 1,774 | $393,225 | | | Performance Share | 2/7/2023 | | | | 2,655 | 5,310 | 10,620 | | | | $1,255,141 | | | Stock Options | 2/7/2023 | | | | | | | 5,577 | $221.67 | | $410,610 | | | LBP | 3/31/2023 | $315,000 | $630,000 | $1,260,000 | | | | | | | | | THOMAS H. PIKE | Restricted Stock Units | 1/9/2023 | | | | | | | | | 18,918 | $4,129,232 | | | LBP | 3/31/2023 | $825,000 | $1,650,000 | $3,300,000 | | | | | | | |

  108. Grants of Plan-Based Awards

    | (1) Amounts represent the range of possible payouts denominated in dollars pursuant to the LBP, as established by the CHC Committee in February 2023. The performance goals of performance share awards reflect adjustments made upon completion of the Spin-Off as further described on page 49 in “Compensation Discussion and Analysis” above. Pursuant to the LBP, base salary amounts used to calculate target bonus amounts are prorated to reflect base salary increases effective June 2023 for Mr. Schechter and Mr. Eisenberg. Dr. Caveney and Mr. Schroeder’s base salaries were increased effective May 2023 in connection with changes in responsibilities due to the Spin-Off. Actual amounts paid out pursuant to the plan are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For a discussion of the performance criteria applicable to these awards, see “Compensation Discussion and Analysis – Annual Cash Incentive Pay (LBP)” above. |

  109. Grants of Plan-Based Awards

    | (2) Amounts represent the range of estimated potential shares to be earned under performance share awards, as adjusted to account for the Spin-Off. The performance share awards vest at the end of three years provided that certain performance metrics are met. For a discussion of the performance criteria applicable to these awards, see “Compensation Discussion and Analysis – Long-Term Incentive Awards” above. |

  110. Grants of Plan-Based Awards

    | (3) Amounts represent stock option awards, as adjusted to account for the Spin-Off, that vest ratably over three years, beginning on the first anniversary of the grant date, based on continued service, except for Dr. Caveney and Mr. Schroeder’s May 5, 2023 grants and Ms. Graham’s April 5, 2023 grant, each of which vest ratably over three years, beginning on February 7, 2024. |

  111. Grants of Plan-Based Awards

    | (4) Amounts represent restricted stock unit awards that vest ratably over three years, as adjusted to account for the Spin-Off, beginning on the first anniversary of the grant date, based on continued service, except for Dr. Caveney and Mr. Schroeder’s May 5, 2023 grants and Ms. Graham’s April 5, 2023 grant, each of which vest ratably over three years, beginning on February 7, 2024. |

  112. Grants of Plan-Based Awards

    | (5) Amounts represent the full grant date fair value of restricted stock unit, non-qualified stock options, and performance share awards as computed in accordance with accounting standards for stock-based compensation, but excluding the effect of estimated forfeitures, and adjusted to account for the Spin-Off. The amounts shown in this column will likely vary from the amount actually realized by any NEO based on a number of factors, including the number of shares that ultimately vest, the satisfaction or failure to meet any performance criteria, the timing of any exercise or sale of shares, and the price of the Company’s Common Stock. The value for non-qualified stock options is calculated using the Black-Scholes option pricing model. The value of the performance share awards granted in 2023 as of the grant date if they are achieved at the maximum payout, as adjusted to account for the Spin-Off, is as follows: Mr. Schechter – $13,820,533; Mr. Eisenberg—$3,770,195; Dr. Caveney—$2,666,138; Ms. Graham—$1,560,808; Mr. Schroeder—$2,900,150; and Dr. Kirchgraber—$2,509,948. |

  113. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows, as of December 31, 2023, the number of outstanding non-qualified stock options, restricted stock units, and performance shares held by the NEOs. Mr. Pike’s awards were assumed by Fortrea in conjunction with the Spin-Off.

  114. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number Unearned Shares, Units or Other Rights That Have Not Vested (#)(4,5,6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | ADAM H. SCHECHTER | 11/1/2019 | 72,612 | - | $171.70 | 10/31/2029 | | | | | | | 11/1/2019 | 27,661 | - | $149.31 | 10/31/2029 | | | | | | | 2/4/2020 | 50,862 | - | $163.63 | 2/3/2030 | | | | | | | 2/2/2021 | 21,563 | 10,783 | $209.25 | 2/1/2031 | | | | | | | 2/11/2022 | 10,446 | 20,896 | $247.68 | 2/10/2032 | | | | | | | 2/7/2023 | - | 30,561 | $221.67 | 2/6/2033 | | | | | | | 2/2/2021 | | | | | 3,094 | $703,235 | | | | | 2/2/2021 | | | | | 72,435 | $16,463,751 | | | | | 2/11/2022 | | | | | 5,927 | $1,347,148 | | | | | 2/7/2023 | | | | | 9,749 | $2,215,850 | | | | | 2/11/2022 | | | | | | | 53,362 | $12,128,648 | | | 2/7/2023 | | | | | | | 58,470 | $13,289,646 | | GLENN A. EISENBERG | 2/4/2020 | 14,054 | - | $163.63 | 2/3/2030 | | | | | | | 2/2/2021 | 5,947 | 2,976 | $209.25 | 2/1/2031 | | | | | | | 2/11/2022 | 2,862 | 5,726 | $247.68 | 2/10/2032 | | | | | | | 2/7/2023 | - | 8,365 | $221.67 | 2/6/2033 | | | | | | | 2/2/2021 | | | | | 856 | $194,560 | | | | | 2/2/2021 | | | | | 20,033 | $4,553,300 | | | | | 2/11/2022 | | | | | 1,614 | $366,846 | | | | | 11/1/2022 | | | | | 10,229 | $2,324,949 | | | | | 2/7/2023 | | | | | 2,655 | $603,455 | | | | | 2/11/2022 | | | | | | | 14,546 | $3,306,160 | | | 11/1/2022 | | | | | | | 10,229 | $2,324,949 | | | 2/7/2023 | | | | | | | 15,952 | $3,625,730 |

  115. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number Unearned Shares, Units or Other Rights That Have Not Vested (#)(4,5,6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | BRIAN J. CAVENEY | 2/12/2018 | 3,011 | - | $151.06 | 2/11/2028 | | | | | | | 2/12/2019 | 3,903 | - | $131.43 | 2/11/2029 | | | | | | | 2/4/2020 | 8,142 | - | $163.63 | 2/3/2030 | | | | | | | 2/2/2021 | 3,418 | 1,712 | $209.25 | 2/1/2031 | | | | | | | 2/11/2022 | 1,673 | 3,346 | $247.68 | 2/10/2032 | | | | | | | 2/7/2023 | - | 4,907 | $221.67 | 2/6/2033 | | | | | | | 5/5/2023 | - | 1,115 | $200.7 | 5/4/2033 | | | | | | | 2/2/2021 | | | | | 495 | $112,509 | | | | | 2/2/2021 | | | | | 11,556 | $2,626,563 | | | | | 2/11/2022 | | | | | 945 | $214,789 | | | | | 2/7/2023 | | | | | 1,551 | $352,527 | | | | | 5/5/2023 | | | | | 335 | $76,142 | | | | | 2/11/2022 | | | | | | | 8,478 | $1,926,964 | | | 2/7/2023 | | | | | | | 9,304 | $2,114,706 | | | 5/5/2023 | | | | | | | 1,986 | $451,397 | | ANITA Z. GRAHAM | 4/5/2023 | - | 3,346 | $209.8 | 4/4/2033 | | | | | | | 4/5/2023 | | | | | 1,105 | $251,155 | | | | | 4/5/2023 | | | | | | | 6,604 | $1,501,023 | | MARK S. SCHROEDER | 2/7/2017 | 2,119 | - | $117.09 | 2/6/2027 | | | | | | | 2/12/2018 | 3,011 | - | $151.06 | 2/11/2028 | | | | | | | 2/12/2019 | 3,903 | - | $131.43 | 2/11/2029 | | | | | | | 2/4/2020 | 8,142 | - | $163.63 | 2/3/2030 | | | | | | | 2/2/2021 | 3,418 | 1,712 | $209.25 | 2/1/2031 | | | | | | | 2/11/2022 | 1,673 | 3,346 | $247.68 | 2/10/2032 | | | | | | | 2/7/2023 | - | 4,907 | $221.67 | 2/6/2033 | | | | | | | 5/5/2023 | - | 1,561 | $200.70 | 5/4/2033 | | | | | | | 2/2/2021 | | | | | 495 | $112,509 | | | | | 2/2/2021 | | | | | 11,556 | $2,626,563 | | | | | 2/11/2022 | | | | | 945 | $214,789 | | | | | 2/7/2023 | | | | | 1,551 | $352,527 | | | | | 5/5/2023 | | | | | 491 | $111,599 | | | | | 2/11/2022 | | | | | | | 8,478 | $1,926,964 | | | 2/7/2023 | | | | | | | 9,304 | $2,114,706 | | | 5/5/2023 | | | | | | | 2,968 | $674,596 | | PAUL R. KIRCHGRABER | 2/2/2021 | 1,712 | - | $209.25 | 2/1/2031 | | | | | | | 2/11/2022 | 3,792 | - | $247.68 | 2/10/2032 | | | | | | | 2/7/2023 | 1,858 | - | $221.67 | 2/6/2033 | | | | | | | 2/2/2021 | | | | | 10,272 | $2,334,723 | | | | | 2/11/2022 | | | | | | | $5,400 | $1,227,366 | | | 2/7/2023 | | | | | | | 2,368 | $538,222 |

  116. Outstanding Equity Awards at Fiscal Year-End

    | (1) Stock option awards vest ratably over three years, beginning on the first anniversary of the grant date, except for Dr. Caveney and Mr. Schroeder’s May 5, 2023 grants and Ms. Graham’s April 5, 2023 grant, each of which vest ratably over three years, beginning on February 7, 2024. |

  117. Outstanding Equity Awards at Fiscal Year-End

    | (2) Restricted stock units vest ratably over three years, beginning on the first anniversary of the grant date, except for Mr. Eisenberg’s November 1, 2022 grant, which vests in full on April 15, 2024, and Dr. Caveney and Mr. Schroeder’s May 5, 2023 grants and Ms. Graham’s April 5, 2023 grant, each of which vest ratably over three years, beginning on February 7, 2024. Amounts include the number of shares subject to the February 2, 2021 performance awards converted into restricted stock unit awards pursuant to completion of the Spin-Off that vested on March 27, 2024 following the performance period ending December 31, 2023. |

  118. Outstanding Equity Awards at Fiscal Year-End

    | (3) Aggregate market value is calculated based on the Company’s common stock price on December 29, 2023, which was $227.29 per share, multiplied by the number of shares or units, respectively, for each unvested performance or stock award. |

  119. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents the number of shares subject to the November 1, 2022 performance award granted to Mr. Eisenberg (due to the critical nature of his role in preparing the Company for the Spin-Off) that vests subject to continued employment through the filing of the Company’s Quarterly Report on Form 10-Q for the first quarter of 2024. |

  120. Outstanding Equity Awards at Fiscal Year-End

    | (5) Based on performance to date, represents the number of shares subject to the February 11, 2022 performance awards for the performance period ending December 31, 2024, as adjusted to account for the Spin-Off, assuming achievement at superior. Information on the threshold, target, and superior awards are provided in the “Grants of Plan-Based Awards” table in the Company’s Proxy Statement for its 2023 Annual Meeting of Shareholders. |

  121. Outstanding Equity Awards at Fiscal Year-End

    | (6) Based on performance to date, represents the number of shares subject to the February 7, 2023 performance awards, or, in the case of Dr. Caveney and Mr. Schroeder, the May 5, 2023 performance awards, or in the case of Ms. Graham, the April 5, 2023 performance award, for the performance period ending December 31, 2025, as adjusted to account for the Spin-Off, assuming achievement at superior. Information on the threshold, target, and superior awards are provided in the “Grants of Plan-Based Awards” table above. |

  122. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows, for 2023, the number and value of non-qualified stock options exercised and the number and value of vested restricted stock units and performance shares for each of the NEOs:

  123. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($) | | ADAM H. SCHECHTER(3) | - | $- | 51,289 | $11,740,301 | | GLENN A. EISENBERG(3) | - | $- | 14,175 | $3,244,501 | | BRIAN J. CAVENEY(3) | - | $- | 8,189 | $1,874,486 | | ANITA Z. GRAHAM | - | $- | - | $- | | MARK S. SCHROEDER(3)(5) | 1,500 | $129,255 | 8,189 | $1,874,486 | | PAUL R. KIRCHGRABER(4)(5) | 10,718 | $405,122 | 9,875 | $2,217,256 | | THOMAS H. PIKE | - | $- | - | $- |

  124. Option Exercises and Stock Vested

    | (1) The numbers in this column reflect the equity award adjustments made in connection with the Fortrea Spin-Off for those stock option awards that vested after the date of the Fortrea Spin-Off. In particular, 3,418 of Dr. Kirchgraber’s shares in this column are attributable to stock option awards that were exercised after the date of the Fortrea Spin-Off and reflect the equity award adjustments made in connection with the Fortrea Spin-Off. The remaining number of Dr. Kirchgraber’s shares in this column are attributable to stock option awards that were exercised prior to the date of the Fortrea Spin-Off. For additional information about the effect of the Fortrea Spin-Off on equity awards, see “Compensation Discussion and Analysis - Summary of Spin-Off Equity Award Adjustments.” |

  125. Option Exercises and Stock Vested

    | (2) The numbers in this column reflect the equity award adjustments made in connection with the Fortrea Spin-Off for those stock awards that vested after the date of the Fortrea Spin-Off. In particular, 1,626 of Dr. Kirchgraber’s shares in this column are attributable to restricted stock awards that vested after the date of the Fortrea Spin-Off and reflect the equity award adjustments made in connection with the Fortrea Spin-Off. The remaining number of Dr. Kirchgraber’s shares in this column are attributable to restricted stock awards that vested prior to the date of the Fortrea Spin-Off. For additional information about the effect of the Fortrea Spin-Off on equity awards, see “Compensation Discussion and Analysis – Summary of Spin-Off Equity Award Adjustments.” |

  126. Option Exercises and Stock Vested

    | (3) Represents one-third of the restricted stock units granted on February 4, 2020 that vested on February 4, 2023 at $244.50 per share, the closing price on February 6, 2023; one-third of the restricted stock units granted on February 2, 2021 that vested on February 2, 2023 at $254.99 per share, the closing price on that date; one-third of the restricted stock units granted on February 11, 2022 that vested on February 11, 2023 at $248.13 per share, the closing price on February 13, 2023; and 134.2% of the performance share award granted on February 4, 2020 that vested on March 30, 2023 at $224.70 per share, the closing price on that date. |

  127. Option Exercises and Stock Vested

    | (4) Represents one-third of the restricted stock units granted on February 4, 2020 that vested on February 4, 2023 at $244.50 per share, the closing price on February 6, 2023; one-third of the restricted stock units granted on February 2, 2021 that vested on February 2, 2023 at $254.99 per share, the closing price on that date, and on September 18, 2023 at $201.65 per share, the closing price on September 15, 2023; one-third of the restricted stock units granted on February 11, 2022 that vested on February 11, 2023 at $248.13 per share, the closing price on February 13, 2023, and on September 18, 2023 at $201.65 per share, the closing price on September 15, 2023; one-third of the restricted stock units granted on February 7, 2023 that vested on September 18, 2023 at $201.65, the closing price on September 15, 2023; and 134.2% of the performance share award granted on February 4, 2020 that vested on March 30, 2023 at $224.70 per share, the closing price on that date. |

  128. Option Exercises and Stock Vested

    | (5) The value realized on exercise was based on the price at which these shares were sold, which occurred simultaneously with the exercise. Consequently, the value realized was the sale price minus the strike price, multiplied by the number of shares exercised and sold. |

  129. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables that follow provide information related to compensation payable to each NEO, assuming termination of such executive’s employment on December 31, 2023, or assuming a change in control with a corresponding qualifying termination occurred on December 31, 2023. Amounts also assume the price of Common Stock was $227.29, the closing price on December 29, 2023. As discussed above, on September 1, 2023, Dr. Kirchgraber resigned as an executive officer and employee of the Company, and his departure was treated as a resignation for “good reason” for purposes of the Severance Plan because his responsibilities and duties were materially reduced when the Spin-Off eliminated his former role of EVP and CEO of the Company’s former Drug Development business segment. Under the terms of the Severance Plan, Dr. Kirchgraber received a severance payment of $2,748,997.34, an amount equal to two times the sum of his annual base salary and the three-year average of his LBP, a medical stipend payment of $20,600, and reimbursement for outplacement service expenses not to exceed $3,000. With respect to Dr. Kirchgraber’s equity, (i) all restricted stock units and non-qualified stock options scheduled to vest within 12 months immediately following his departure vested in full on September 18, 2023; and (ii) his performance awards continue to vest in a prorated number, subject to achievement of performance metrics as if Dr. Kirchgraber’s service had not terminated. Please see the “Mr. Pike’s Employment Agreement” section below for information on Mr. Pike’s severance arrangements and the “Mr. Schechter’s Severance Arrangements” section below for information on Mr. Schechter’s severance arrangements.

  130. Potential Payments Upon Termination or Change in Control

    | Adam H. Schechter | Voluntary Termination (#) | Early Retirement (#) | Normal Retirement | Involuntary Not for Cause or Good Reason Termination | For Cause Termination | Change-in- Control(1) | Disability(2) | Death | | Severance (Related to Base Compensation) | $- | $- | $- | $2,788,000 | $- | $4,182,000 | $- | $- | | Severance (Related to Annual Incentive Cash Payments) | $- | $- | $- | $5,776,526 | $- | $8,664,789 | $- | $- | | Stock Options | $251,770 | $251,770 | $251,770 | $251,770 | $- | $366,277 | $366,277 | $366,277 | | Restricted Stock Units | $18,954,607 | $18,954,607 | $18,954,607 | $18,954,607 | $- | $21,136,807 | $21,136,807 | $21,136,807 | | Performance Shares | $8,527,280 | $8,527,280 | $8,527,280 | $8,527,280 | $- | $12,913,521 | $12,913,521 | $12,913,521 | | Health & Welfare Benefits | $- | $- | $- | $- | $- | $- | $2,520,000 | $1,500,000 | | TOTAL | $27,733,657 | $27,733,657 | $27,733,657 | $36,298,183 | $- | $47,263,394 | $36,936,605 | $35,916,605 |

  131. Potential Payments Upon Termination or Change in Control

    | Glenn A. Eisenberg | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not for Cause or Good Reason Termination | For Cause Termination | Change-in- Control | Disability(2) | Death | | Severance (Related to Base Compensation) | $- | $- | $- | $1,634,000 | $- | $1,634,000 | $- | $- | | Severance (Related to Annual Incentive Cash Payments) | $- | $- | $- | $2,250,751 | $- | $2,250,751 | $- | $- | | Stock Options | $100,699 | $100,699 | $100,699 | $100,699 | $- | $100,699 | $100,699 | $100,699 | | Restricted Stock Units | $5,830,444 | $5,830,444 | $5,830,444 | $8,189,930 | $- | $8,189,930 | $7,719,832 | $7,719,832 | | Performance Shares | $5,036,636 | $5,036,636 | $5,036,636 | $7,396,122 | $- | $5,881,158 | $5,881,158 | $5,881,158 | | Health & Welfare Benefits | $- | $- | $- | $23,600 | $- | $23,600 | $1,800,000 | $1,500,000 | | TOTAL | $10,967,779 | $10,967,779 | $10,967,779 | $19,595,102 | $- | $18,080,138 | $15,501,689 | $15,201,689 | | Brian J. Caveney | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not for Cause or Good Reason Termination | For Cause Termination | Change-in- Control | Disability(2) | Death | | Severance (Related to Base Compensation) | $- | $- | $- | $1,300,000 | $- | $1,300,000 | $- | $- | | Severance (Related to Annual Incentive Cash Payments) | $- | $- | $- | $1,168,446 | $- | $1,168,446 | $- | $- | | Stock Options | $- | $- | $- | $49,938 | $- | $88,108 | $88,108 | $88,108 | | Restricted Stock Units | $- | $- | $- | $3,049,413 | $- | $3,448,120 | $3,448,120 | $3,448,120 | | Performance Shares | $- | $- | $- | $1,475,668 | $- | $2,281,093 | $2,281,093 | $2,281,093 | | Health & Welfare Benefits | $- | $- | $- | $23,600 | $- | $23,600 | $2,100,000 | $1,300,000 | | TOTAL | $- | $- | $- | $7,067,063 | $- | $8,309,367 | $7,917,321 | $7,117,321 | | Anita Z. Graham | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not for Cause or Good Reason Termination | For Cause Termination | Change-in- Control | Disability(2) | Death | | Severance (Related to Base Compensation) | $- | $- | $- | $1,120,000 | $- | $1,120,000 | $- | $- | | Severance (Related to Annual Incentive Cash Payments) | $- | $- | $- | $952,000 | $- | $952,000 | $- | $- | | Stock Options | $- | $- | $- | $19,501 | $- | $58,521 | $58,521 | $58,521 | | Restricted Stock Units | $- | $- | $- | $84,639 | $- | $253,459 | $253,459 | $253,459 | | Performance Shares | $- | $- | $- | $422,837 | $- | $757,398 | $757,398 | $757,398 | | Health & Welfare Benefits | $- | $- | $- | $23,600 | $- | $23,600 | $2,100,000 | $1,120,000 | | TOTAL | $- | $- | $- | $2,622,577 | $- | $3,164,978 | $3,169,378 | $2,189,378 |

  132. Potential Payments Upon Termination or Change in Control

    | Mark S. Schroeder | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not for Cause or Good Reason Termination | For Cause Termination | Change-in- Control | Disability(2) | Death | | Severance (Related to Base Compensation) | $- | $- | $- | $1,300,000 | $- | $1,300,000 | $- | $- | | Severance (Related to Annual Incentive Cash Payments) | $- | $- | $- | $1,560,614 | $- | $1,560,614 | $- | $- | | Stock Options | $53,873 | $53,873 | $53,873 | $53,873 | $- | $99,968 | $99,968 | $99,968 | | Restricted Stock Units | $3,061,111 | $3,061,111 | $3,061,111 | $3,061,111 | $- | $3,483,904 | $3,483,904 | $3,483,904 | | Performance Shares | $1,540,700 | $1,540,700 | $1,540,700 | $1,540,700 | $- | $2,393,716 | $2,393,716 | $2,393,716 | | Health & Welfare Benefits | $- | $- | $- | $23,600 | $- | $23,600 | $1,500,000 | $1,300,000 | | TOTAL | $4,655,684 | $4,655,684 | $4,655,684 | $7,539,898 | $- | $8,861,802 | $7,477,588 | $7,277,588 |

  133. Potential Payments Upon Termination or Change in Control

    | (1) The amounts payable to Mr. Schechter in the event of a change-in-control may be subject to reduction, including for the excise tax imposed on “excess parachute payments” under Sections 280G and 4999 of the Internal Revenue Code. |

  134. Potential Payments Upon Termination or Change in Control

    | (2) Reflects the expected total of the executive’s disability income benefits as of December 31, 2023 payable over time determined by assuming full disability at December 31, 2023 and continuing until the NEOs’ normal retirement age in effect under the Social Security Act as of the effective date of the Disability Plan. |

  135. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is presenting the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation. For purposes of identifying our median employee, we used year-to-date taxable income as of November 1, 2023 (the “Determination Date”) to calculate a reasonable estimate of the annual total compensation for each employee based on our internal records. The employees we used for the foregoing calculations included all our full-time, part-time, seasonal, and temporary employees as of the Determination Date, other than our CEO. We annualized year-to-date earnings for employees who were hired in 2023 prior to the Determination Date, except for those designated as seasonal or temporary. Our analysis included over 66,874 employees located in 18 countries. As permitted by SEC rules, we excluded from our employee population (i) our contractors and leased employees; and (ii) approximately 70 employees we gained in connection with our acquisition of the Tufts Medicine outreach laboratory business. Once we identified the median employee, we calculated that employee’s total annual compensation in accordance with the applicable SEC rules. For 2023, we had two median employees and we selected one as most representative of our workforce. We calculated total annual compensation for the median employee and the CEO using the same methodology we use for our NEOs as set forth in the Summary Compensation Table. In addition to the compensation elements reported, we added the value of employer provided health and welfare benefits to both the CEO and the median employee compensation, as such benefits represent a significant component of our employees’ total compensation. Using this methodology, the 2023 annual total compensation for our CEO was $15,991,469. The 2023 annual total compensation for our median employee was $61,201. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 2023 is 261 to 1. This ratio was determined using reasonable estimates as permitted by the SEC’s rules and should not be used as a comparison with pay ratios disclosed by other companies. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the CHC Committee views the link between the Company’s performance and its NEOs’ pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see the Compensation Discussion and Analysis (“CD&A”) beginning on page 47 . The CHC Committee did not consider the pay versus performance disclosure below in making its pay decisions. In accordance with SEC rules, the following table sets forth information concerning compensation actually paid (“CAP”). The disclosure and calculation of CAP is required by the SEC’s rules. Neither CAP nor the amount reported in the Summary Compensation Table (“SCT”) reflect the amount of compensation actually paid, earned, or received during the applicable year. Per SEC rules, CAP was calculated by adjusting SCT Total values for the applicable year as described in the footnotes to the following table.

  136. CEO Pay Ratio

    | Year (1) | SCT Total Pay for CEO (2) | CAP to CEO (3) | Average SCT Total Pay for Other NEOs (2) | Avg. CAP to Other NEOs (3) | Value of Initial $100 Investment Based On: (4) | | Net Income ($ Millions) (5) | Adjusted Operating Income ($ Millions) (6) | | | | | | | Company TSR | Peer Group TSR | | | | 2023 | $15,979,355 | $23,757,594 | $4,130,301 | $4,760,148 | $160 | $143 | $418 | $1,188 | | 2022 | $14,927,297 | $(2,318,590) | $4,387,737 | $788,126 | $140 | $140 | $1,279 | $2,550 | | 2021 | $20,551,605 | $49,697,100 | $4,710,348 | $11,665,084 | $186 | $143 | $2,377 | $3,830 | | 2020 | $14,735,561 | $18,899,990 | $3,404,431 | $4,637,052 | $120 | $113 | $1,556 | $3,330 |

  137. CEO Pay Ratio

    | (1) For each year shown, the CEO was Adam Schechter and the other NEOs were as follows for each fiscal year: |

  138. CEO Pay Ratio

    | • | 2023: Glenn Eisenberg, Brian Caveney, Anita Graham, Mark Schroeder, Paul Kirchgraber, and Thomas Pike |

  139. CEO Pay Ratio

    | • | 2020-2022: Glenn Eisenberg, Brian Caveney, Mark Schroeder, and Paul Kirchgraber |

  140. CEO Pay Ratio

    | (2) These amounts reflect (i) the total compensation reported in the SCT for the applicable year in the case of our CEO; and (ii) the average of the total compensation reported in the SCT for the applicable year for our Other NEOs. See the footnotes to the SCT for further detail regarding the amounts in this column for 2023, 2022, and 2021. |

  141. CEO Pay Ratio

    | (3) Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for our CEO and for the average of the Other NEOs is set forth in the following tables, which describe the adjustments, each of which is prescribed by SEC rules to calculate the CAP amounts from SCT amounts. The fair value of options was determined by using the Black-Scholes option pricing method. The fair value of the performance share awards was determined by using a Monte Carlo simulation pricing model and the probable outcome of the performance vesting conditions as of each measurement date and Company actual performance payouts for each completed performance period for the respective fiscal year. The fair value of the restricted stock was determined using the stock price on the appropriate measurement date. |

  142. CEO Pay Ratio

    | (4) Reflects the cumulative TSR for the Company and the S&P 500 Health Care Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished on page 53 of the 2023 Annual Report, assuming an initial investment of $100 on December 31, 2019. All dollar values assume reinvestment of all dividends, where applicable. |

  143. CEO Pay Ratio

    | (5) “Net income” is equivalent to “Net earnings” as reported in the Company’s financial statements. |

  144. CEO Pay Ratio

    | (6) SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (other than total shareholder return, stock price, or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected adjusted operating income as this measure for 2023, as reflected in the table above. Adjusted operating income is a non-GAAP measure. See reconciliation of adjusted operating income and operating income on page 105 of this Proxy Statement. This performance measure may not have been the most important financial performance measure for years 2022, 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  145. CEO Pay Ratio

    CEO Compensation The following table describes the adjustments, each of which is required by SEC rules, to calculate CAP from the SCT total compensation. The SCT total and CAP amounts do not reflect the actual amount of compensation earned or paid to Mr. Schechter during the applicable years, but rather are the amounts determined in accordance with Item 402(v) of Regulation S-K.

  146. CEO Pay Ratio

    | Year | SCT Total for CEO | Minus Stock Award Value & Option Award Value Reported in SCT for the Covered Year | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | Minus Change in Pension Value Reported in SCT for Covered Year | Plus Pension Adjustment | CEO CAP | | 2023 | $15,979,355 | $11,321,392 | $16,874,513 | $2,589,227 | $(510,382) | - | $146,273 | - | - | $23,757,594 | | 2022 | $14,927,297 | $11,205,369 | $9,883,707 | $(12,637,167) | $(3,304,274) | - | $17,215 | - | - | $(2,318,590) | | 2021 | $20,551,605 | $15,040,149 | $26,465,842 | $15,202,072 | $2,517,731 | - | - | - | - | $49,697,100 | | 2020 | $14,735,561 | $9,864,802 | $11,447,534 | $1,752,897 | $828,801 | - | - | - | - | $18,899,990 |

  147. CEO Pay Ratio

    In the table above, the equity values are computed in accordance with methodologies used for financial reporting purposes, reflecting updated economic assumption as of the valuation dates. Average Non-CEO NEO Compensation The following table describes the adjustments, each of which is required by SEC rules, to calculate CAP from the SCT total compensation. The SCT total and CAP values do not reflect the actual amount of compensation earned or paid to our other NEOs during the applicable years, but rather are the amounts determined in accordance with Item 402(v) of Regulation S-K.

  148. CEO Pay Ratio

    | Year | SCT Average for Other NEOs | Minus Stock Award Value & Option Award Value Reported in SCT for the Covered Year | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested During the Covered Year | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | Minus Change in Pension Value Reported in SCT for Covered Year | Plus Pension Adjustment | Average Other NEO CAP | | 2023 | $4,130,301 | $2,503,265 | $3,011,920 | $244,996 | $22,107 | $(131,332) | $34,824 | $22,548 | $2,303 | - | $4,760,148 | | 2022 | $4,387,737 | $3,185,873 | $2,991,119 | $(2,386,168) | - | $(1,023,666) | - | $4,977 | - | - | $788,126 | | 2021 | $4,710,348 | $2,838,289 | $4,993,869 | $4,115,799 | - | $683,357 | - | - | - | - | $11,665,084 | | 2020 | $3,404,431 | $1,864,116 | $2,163,366 | $933,161 | - | $4,872 | - | - | $4,662 | - | $4,637,052 |

  149. CEO Pay Ratio

    Financial Performance Measures The most important financial performance measures used by the Company in setting pay-for-performance compensation for the most recently completed fiscal year are described in the table below. The manner in which these measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our NEOs is described above in the CD&A section. The order of the measures in this chart should not be interpreted as a ranking and are listed alphabetically.

  150. CEO Pay Ratio

    | Measure | | Adjusted EPS | | Adjusted Operating Income | | Relative Total Shareholder Return | | Revenue |

  151. CEO Pay Ratio

    Charts of CAP and Financial Performance Measures In accordance with SEC rules, the following charts are an illustration of the relationship between CAP and cumulative total shareholder return, net income, and adjusted operating income over the past four years, as well as the relationship between total shareholder return and peer group shareholder return.