Anita Z. Graham
LABCORP HOLDINGSAbout Anita Z. Graham
Executive Vice President and Chief Human Resources Officer at Labcorp (LH). Age 53; has served since April 2023. Prior roles include CHRO and Public Affairs EVP at VF Corporation, senior HR leadership at ADT Corporation, and Executive Vice President, Chief Administrative Officer at Shire plc. Education: B.S. in Industrial and Labor Relations (Cornell) and MBA in Finance (NYU Stern) . LH’s pay-for-performance framework for NEOs is anchored on revenue, adjusted operating income, adjusted EPS, and relative TSR. In 2024, LH delivered $13.0B in revenue (vs. $12.2B in 2023) and adjusted EPS of $14.57 (vs. $13.56 in 2023) . Performance share awards for the 2022–2024 cycle paid out at 114.2% of target, with a TSR modifier at the 47th percentile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VF Corporation | EVP, CHRO & Public Affairs | 2019–2023 | Led HR through major transformations; oversaw corporate communications, government relations, community relations, and VF Foundation . |
| VF Corporation | VP, CHRO | 2014–2019 | Led HR function across enterprise . |
| ADT Corporation (now ADT Inc.) | SVP, CHRO & Administration | Prior to VF tenure | Led HR, EHS, and corporate communications; supported multi-business operations . |
| Shire plc (now part of Takeda Pharmaceuticals) | EVP, Chief Administrative Officer | Prior to ADT | Enterprise administrative leadership at global biopharma . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Human Resources Policy Association | Leadership role | Current | Contributes to national HR policy discussion for large employers . |
| Center on Executive Compensation | Leadership role | Current | Advises on executive pay best practices and governance . |
| Center on Executive Succession | Leadership role | Current | Supports succession planning and leadership development frameworks . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $420,000 | $569,154 (actual paid); salary increased from $560,000 to $577,000 effective June 16, 2024 . |
| Target Bonus % of Salary (LBP) | 85% (pro-rated eligibility in 2023) | 85% . |
| Annual Cash Incentive (LBP) Actual ($) | $405,331 | $481,437 . |
| Other Cash (Sign-on / Retention) ($) | $500,000 sign-on paid April 2023 | $500,000 retention paid January 2024 per employment terms . |
| Perquisites (selected items) | $21,622 total perqs in 2023 (includes LTD, 401k, security/travel) | $25,432 total perqs in 2024; includes financial services $10,900, LTD $1,590, 401k $12,942 . |
Performance Compensation
Annual Incentive (LBP) – Design, Targets, Actuals, and Payouts (2024)
| Item | Metric | Weight | Threshold | Target | Superior | 2024 Result | Payout/Modifier |
|---|---|---|---|---|---|---|---|
| Business Performance Factor (Enterprise) | Consolidated Revenues | 50% | $11.6B | $12.9B | $14.2B | $13.1B | Enterprise pool payout factor 99.5% . |
| Business Performance Factor (Enterprise) | Consolidated Adjusted Operating Income | 50% | $1.5B | $1.9B | $2.1B | $1.8B | Enterprise pool payout factor 99.5% . |
| ESG Modifier | Inclusive culture, GHG/injury reduction, data privacy/security/compliance objectives | N/A | 90%–100% range | — | — | CHC review | 100% . |
| Individual Performance Modifier | Individual strategic/operational goals | N/A | 0%–150% (cap 200% overall) | — | — | CHC review | 100% . |
| Resulting Bonus | Bonus payout to Anita Z. Graham | — | — | Target $483,857 | — | — | Paid $481,437 . |
Long-Term Incentives (Performance Shares, RSUs, Options) – Key Mechanics and Outcomes
| Cycle/Grant | Metric | Weight | Threshold | Target | Superior | Result/Payout | Vesting |
|---|---|---|---|---|---|---|---|
| 2022–2024 Performance Shares (all NEOs who received awards) | EPS (3-year cumulative) | 70% | $43.44 (adjusted) | $48.93 (adjusted) | $54.53 (adjusted) | Actual $48.69; total cycle payout 114.2% | Vests at end of 3-year period . |
| 2022–2024 Performance Shares | Revenue (3-year cumulative) | 30% | $39.5B (adjusted) | $40.7B (adjusted) | $41.9B (adjusted) | Actual $41.3B | Vests at end of 3-year period . |
| TSR Modifier (2022–2024) | Relative TSR percentile | Modifier | Bottom 25th: -25% | 26th–75th: 0% | Top 25th: +25% | 47th percentile (no adjustment) | Applied to calculated payout . |
| 2024–2026 Performance Shares (targets) | EPS (3-year cumulative) | 70% | $44.25 | $48.25 | $52.25 | In progress | Vests at end of 3-year period . |
| 2024–2026 Performance Shares (targets) | Revenue (3-year cumulative) | 30% | $38.4B | $40.1B | $41.8B | In progress | Vests at end of 3-year period . |
| TSR Modifier (2024–2026) | Relative TSR percentile | Modifier | Bottom 25th: -25% | 26th–75th: 0% | Top 25th: +25% | In progress | Subject to 200% overall cap . |
2024 Grants of Plan-Based Awards (Anita Z. Graham)
| Award Type | Grant Date | Quantity | Exercise/Base | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | 2/6/2024 | 3,000 | $222.28 | $218,548 | Ratable over 3 years; first vest 2/6/2025 . |
| Restricted Stock Units | 2/6/2024 | 980 | — | $217,834 | Ratable over 3 years; first vest 2/6/2025 . |
| Performance Shares | 2/6/2024 | Target 2,940; Max 5,880 | — | $673,142 | Earn/vest at end of 3-year period . |
| LBP Opportunity | 3/31/2024 | Threshold $242,591; Target $485,182; Max $970,364 | — | — | Annual cash payout based on metrics/modifiers . |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Equity (as of Dec 31, 2024 / Mar 20, 2025)
| Item | Quantity | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 3,980 | Less than 1% of class; includes rights to acquire within 60 days per SEC rules . |
| Options – Exercisable | 1,115 (4/5/2023 grant) | Strike $209.80; expires 4/4/2033; vests ratably over 3 years beginning 2/7/2024 . |
| Options – Unexercisable | 2,231 (4/5/2023); 3,000 (2/6/2024) | $209.80 and $222.28 strikes; expire 2033/2034; ratable vesting . |
| RSUs – Unvested (# / market value) | 736 ($168,780); 980 ($224,734) | Market values at $229.32 on 12/31/2024 . |
| Performance Shares – Unearned (# / market value) | 6,604 ($1,514,429); 5,880 ($1,348,402) | Market values at $229.32 on 12/31/2024 . |
| 2024 Stock Vested (shares/value) | 369 / $82,549 | One-third of 4/5/2023 RSUs vested on 2/7/2024 at $223.71 . |
Ownership Policies and Compliance
- Stock ownership guidelines: EVPs must hold 3x base salary; until met, must retain 50% of net shares from vestings/exercises; reductions at ages 62/64 .
- Compliance: As of Dec 31, 2024, each NEO was in compliance (met required level or holding requirement) .
- Insider Trading Policy: Prohibits pledging and hedging (margin purchases/pledges, short sales, options on company stock, and other hedges); pre-clearance and trading window required .
Employment Terms
Employment, Severance, and Change-in-Control
- Start date: April 2023; role: Executive Vice President and CHRO .
- Severance Plan for EVPs (excluding CEO): Qualifying termination (involuntary without cause or voluntary for good reason) pays 2× (annual salary + three-year average LBP); no Section 4999 excise tax gross-up; cash severance capped at 2.99× (salary + target bonus) under Executive Officer Cash Severance Policy .
- Change-in-Control:
- If awards are assumed/substituted: double-trigger acceleration (requires qualifying termination within defined period) .
- If awards are not assumed: RSUs vest immediately; options/SARs become exercisable shortly prior to closing; PSUs pay based on actual performance if ≥50% of period elapsed, else at target .
- “Cause” includes intentional fraud/illegality, wrongful damage/disclosure, breach of noncompetition/confidentiality, felony conviction, and other defined misconduct .
Potential Payments (as of Dec 31, 2024 scenario analysis)
| Scenario | Base Severance ($) | Annual Incentive Severance ($) | Options ($) | RSUs ($) | Performance Shares ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Involuntary Not for Cause / Good Reason | 1,154,000 | 810,662 | 28,805 | 162,148 | 1,132,966 | 24,700 | 3,313,281 |
| Change-in-Control (with qualifying termination) | 1,154,000 | 810,662 | 64,669 | 399,990 | 1,456,278 | 24,700 | 3,910,299 |
| Disability | — | — | 64,669 | 399,990 | 1,456,278 | 3,775,000 | 5,695,937 |
| Death | — | — | 64,669 | 399,990 | 1,456,278 | 1,154,000 | 3,074,937 |
Deferred Compensation and Clawback
- Deferred Compensation Plan: Executives may elect to defer up to 90% of annual cash incentive and up to 50% of salary; no company match .
- Robust Incentive Compensation Recoupment (Clawback) Policy applies to cash and incentive-based compensation .
Compensation Structure Analysis
- Cash vs. equity mix: LTI comprises the largest part of total compensation, with performance shares ~60%, options 20%, RSUs 20%; multi-year vesting aligns long-term outcomes .
- Annual incentive sensitivity: Enterprise pool payout at 99.5% reflects revenue above target and AOI slightly below target .
- Performance shares: 2022–2024 cycle earned 114.2% of target (EPS and revenue goals achieved; TSR at 47th percentile, no modifier) .
- Governance safeguards: Double-trigger CIC vesting; no tax gross-ups; severance capped at 2.99×; prohibitions on pledging/hedging; robust ownership guidelines .
Investment Implications
- Alignment: Strong performance linkage via revenue/AOI-driven annual incentives and EPS/revenue/TSR-based PSUs; 2024 enterprise payout at 99.5% and PSU payout at 114.2% indicate balanced pay-for-performance .
- Retention risk: Severance economics (2× salary + 3-year average LBP) and double-trigger CIC protection reduce near-term exit risk; 2024 retention bonus paid in January 2024 provided incremental stickiness through year-end .
- Selling pressure: Ratable vesting of RSUs/options (2023 and 2024 grants) creates predictable vest dates; unvested RSUs (1,716 total) and PSUs (12,484 total) may convert over 2025–2027, potentially increasing supply around vesting windows; Insider Trading Policy pre-clearance and windowed trading mitigate opportunistic selling .
- Skin-in-the-game: 3x salary ownership requirement for EVPs and compliance status as of year-end 2024 support alignment; pledging/hedging prohibitions reduce misalignment risk .
- Governance and shareholder sentiment: Five-year average say-on-pay support ~91%, indicating broad investor acceptance of compensation framework .