Brian J. Caveney
LABCORP HOLDINGSAbout Brian J. Caveney
Brian J. Caveney, M.D., J.D., MPH, age 51, is Executive Vice President and President, Early Development Research Laboratories and Chief Medical and Scientific Officer at Labcorp. He has served in executive roles at Labcorp since 2017, including EVP & President, Diagnostics and Chief Medical Officer (2019–2023), and previously was Chief Medical Officer of Blue Cross Blue Shield of North Carolina following academic and clinical roles at Duke University Medical Center; he is board‑certified in preventive medicine with a specialty in occupational and environmental medicine and holds an M.D. and J.D. from West Virginia University and an MPH from UNC Chapel Hill . Company performance context for 2024: revenue $13.0B, diluted EPS $8.84, adjusted EPS $14.57, and free cash flow $1.10B, with compensation programs tied to adjusted operating income, revenues, adjusted EPS, net orders in Biopharma Laboratory Services (BLS), and relative TSR versus a peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Labcorp | EVP & President, Early Development Research Laboratories; Chief Medical & Scientific Officer | May 2023–present | Leads Early Development labs and enterprise medical/science; ties to BLS segment metrics . |
| Labcorp | EVP & President, Diagnostics; Chief Medical Officer | Nov 2019–May 2023 | Drove diagnostics strategy and operations, influencing revenue and adjusted operating income targets . |
| Labcorp | SVP & Chief Medical Officer | Sep 2017–Nov 2019 | Elevated clinical governance and medical leadership across the enterprise . |
| Blue Cross NC | Chief Medical Officer; Chief Clinical Officer (Mosaic Health Solutions subsidiary) | 2011–2017 | Led payer clinical strategy and investments in diversified health solutions . |
| Duke University Medical Center | Physician; Assistant Professor | Pre‑2011 | Clinical practice and academic roles; consulting in RTP region . |
External Roles
No public company directorships or external board roles are disclosed for Dr. Caveney in the 2025 proxy’s executive officer biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $538,000 | $617,635 | $660,769 |
| Non-Equity Incentive ($) | $641,792 | $609,719 | $604,039 |
| Stock Awards ($) | $1,440,880 | $1,745,352 | $1,825,122 |
| Option Awards ($) | $343,045 | $432,955 | $451,666 |
| All Other Compensation ($) | $44,750 | $70,782 | $26,161 |
| Total ($) | $3,008,467 | $3,476,443 | $3,567,757 |
| 2024 Fixed Comp Detail | Value |
|---|---|
| Base Salary Jan 1, 2024 | $650,000 |
| Base Salary Jun 16, 2024 | $670,000 |
| Target Bonus % of Salary | 100% |
| Actual Bonus Paid | $604,039 |
| ESG Modifier | 100% |
| Individual Performance Modifier | 100% |
Performance Compensation
Annual Cash Incentive (LBP) – 2024 design and outcomes
| Metric | Weight (Caveney) | Threshold | Target | Superior | 2024 Result | Achievement % |
|---|---|---|---|---|---|---|
| Consolidated Revenues | 35% | $11.6B | $12.9B | $14.2B | $13.1B | 101.0% |
| Consolidated Adjusted Operating Income | 35% | $1.5B | $1.9B | $2.1B | $1.8B | 95.0% |
| BLS Segment Net Orders (constant FX) | 9% | $3.1B | $3.4B | $4.7B | $2.9B | 86.0% |
| BLS Segment Adjusted Operating Income | 21% | $416.1M | $462.3M | $647.2M | $468.9M | 101.0% |
| Payout Calculation Element | Result |
|---|---|
| Business Performance Factor (weighted average) | 91.4% |
| ESG Modifier (reduces only; 90–100%) | 100% |
| Individual Performance Modifier (0–150%, capped) | 100% |
| Final 2024 LBP Payout (Dollars) | $604,039 |
Design notes: LBP metrics for BLS weights were revised in 2024 to 70% adjusted operating income and 30% net orders; enterprise metrics included consolidated revenues and adjusted operating income, with an ESG modifier focused on inclusion, safety, and data privacy/security .
Long-Term Incentives and Vesting
| Award Type | Grant Date | Quantity/Target | Strike/Value | Vesting |
|---|---|---|---|---|
| RSUs | 2/6/2024 | 2,010 units | $446,783 grant-date value | Vest 1/3 annually over 3 years |
| Performance Shares (2024–2026 cycle) | 2/6/2024 | 6,020 target shares; 3,010 threshold; 12,040 max | $1,378,339 grant-date value | Earned over 3-year period; payout 50–200% pre-TSR modifier |
| Stock Options | 2/6/2024 | 6,200 | $222.28 strike; $451,666 grant-date value | Vest 1/3 annually over 3 years; 10-year term |
2024–2026 PSU targets: three-year cumulative EPS threshold/target/superior of $44.25/$48.25/$52.25 (70% weight); three-year cumulative revenue $38.4B/$40.1B/$41.8B (30% weight); relative TSR modifier −25% below 26th percentile, +25% above 75th percentile (cap 200%) .
2022–2024 PSU payout: earned 114.2% of target (EPS result $48.69 vs adjusted targets; revenue $41.3B; TSR at 47th percentile; awards vested March 27, 2025) .
Equity Ownership & Alignment
| Ownership Item (as of Mar 20, 2025 unless noted) | Amount |
|---|---|
| Total Beneficial Ownership (Common Shares) | 65,459; <1% of shares outstanding |
| Options counted within “beneficial” (vested or vesting ≤60 days) | 31,284 |
| 2022 Performance Shares included | 4,840 |
| Unvested RSUs at 12/31/2024 | 473 ($108,468 MV); 1,034 ($237,117 MV); 223 ($51,138 MV); 2,010 ($460,933 MV) |
| Unearned Performance Shares at 12/31/2024 (counted at “superior” for disclosure) | 4,840 ($1,109,909 MV); 9,304 ($2,133,593 MV); 1,986 ($455,430 MV); 12,040 ($2,761,013 MV) |
| Outstanding Options (latest grant) | 6,200 unexercisable at $222.28 strike (exp. 2/5/2034) |
| Executive Stock Ownership Guideline | EVPs: 3× base salary; compliance required with 50% post-vest holding until met |
| Compliance Status as of 12/31/2024 | All NEOs in compliance or satisfying holding requirement |
| Anti-Pledging/Hedging | Pledging, margining, short sales, and derivatives prohibited by Insider Trading Policy |
Notes: Market values use $229.32/share at 12/31/2024, as disclosed for the outstanding awards table .
Employment Terms
| Term | Provision |
|---|---|
| Severance Plan (EVPs) | 2× (annual salary + 3‑year average LBP payouts) upon qualifying termination (without cause or for good reason) |
| Change-in-Control (Equity) | Double-trigger acceleration: vesting generally accelerates only upon qualified termination within 24 months of a change in control; otherwise service-based partial vesting rules apply |
| Severance Cap Policy | Cash severance capped at ≤2.99× (base + target bonus) without shareholder approval (effective Feb 2024) |
| COBRA/Medical Stipend & Outplacement | Medical stipend $21,700/year; outplacement up to $3,000 for eligible terminations |
| Clawback Policy | Amended Oct 2023: requires recovery after accounting restatements; extends to misconduct, failure to supervise causing material harm, policy breaches; applies to cash & equity |
| Deferred Compensation | 2024 executive contributions: $99,000; aggregate balance $1,316,388 |
| Perquisites (2024) | Cash dividends $8,320; LTD premium $1,590; security/travel $1,438; Company 401(k) match $14,813 |
| Cause / Good Reason (Severance Plan) | “Cause” includes fraud, felony, wrongful disclosure, policy breaches; “Good Reason” includes reduced pay/bonus %, relocation >75 miles, material reduction in responsibilities |
Vesting acceleration specifics: RSUs/options vest ratably; certain retirement and qualified termination conditions provide vesting of awards scheduled within 12 months; PSUs continue pro‑rata or at target upon specific triggers (death/disability/change-in-control with qualifying termination) .
Performance Compensation Structure
| Component | 2024 Design |
|---|---|
| Long-Term Mix | ~60% PSUs, 20% options, 20% RSUs |
| PSU Metrics & Weight | 70% cumulative 3‑yr EPS; 30% cumulative 3‑yr revenue; ±25% TSR modifier vs peer group |
| Annual LBP Metrics | Enterprise: revenues & adjusted operating income; Segment: Diagnostics/BLS metrics; capped at 200% |
| ESG Modifier (Section 16) | 90–100% range, reducing payout only, based on inclusion/talent, GHG/injury rates, data privacy/security |
Compensation Peer Group & Say-on-Pay
- 2024 peer group for benchmarking included Agilent, Baxter, BD, Boston Scientific, Charles River Labs, Edwards Lifesciences, Henry Schein, Molina Healthcare, Quest Diagnostics, Stryker, Universal Health Services, Viatris, Zimmer Biomet; updated 2025 group removed IQVIA and added Hologic and Tenet .
- Say‑on‑pay support was ~92% of votes cast at the 2024 Annual Meeting, with continued shareholder engagement on pay-for-performance and program design .
Investment Implications
- Alignment: High share of at‑risk and performance‑based pay (PSUs and LBP), strict stock ownership (3× salary), anti‑pledging, and robust clawback reduce agency risk and support shareholder alignment .
- Segment execution risk: BLS net orders achieved 86% of target in 2024, lowering Dr. Caveney’s LBP Business Performance Factor to 91.4%; future incentive outcomes remain sensitive to BLS order momentum and AOI delivery .
- Vesting and potential selling pressure: RSUs and options vest annually (1/3), and the 2022–2024 PSU cycle vested Mar 27, 2025 at 114.2%—events that can add supply from insiders; however, pre‑clearance trading windows and anti‑hedging reduce adverse timing risks .
- Retention: Severance protections (2× cash), double‑trigger CIC equity treatment, and meaningful unvested/equity‑based holdings indicate moderate retention incentives tied to multiyear performance cycles .