D. Gary Gilliland
LABCORP HOLDINGSAbout D. Gary Gilliland
D. Gary Gilliland, M.D., Ph.D., age 70, is an independent director of Labcorp (LH) who has served on the Board since April 2014. He is President and Director Emeritus of the Fred Hutchinson Cancer Center (since Jan 2020) and previously served as its President and Director (2015–2020). His career spans senior leadership in oncology R&D at Merck (SVP, Oncology Franchise Head, 2009–2013), academic leadership at the University of Pennsylvania (Inaugural Vice Dean/Vice President for Precision Medicine, 2013–2015), and two decades on the faculty at Harvard Medical School, with deep expertise in cancer genetics. He holds an M.D. (UCSF) and Ph.D. in Microbiology (UCLA). He currently sits on Nuvalent, Inc.’s public company board. Committees: Audit; Quality & Compliance. Attendance: Directors attended 100% of Board meetings and at least 88% of their committee meetings in 2024. Independence: Independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fred Hutchinson Cancer Center | President & Director; later President & Director Emeritus | 2015–2020; Emeritus since Jan 2020 | Led major oncology research organization; governance and translational research oversight |
| University of Pennsylvania Perelman School of Medicine | Inaugural Vice Dean & VP for Precision Medicine | Oct 2013–Jan 2015 | Built cross-disciplinary precision medicine model across clinical disciplines |
| Merck Research Laboratories | SVP; Oncology Franchise Head | 2009–2013 | Oversaw first-in-human through Phase III trials; led pembrolizumab (anti-PD-1) development; licensing oversight |
| Harvard Medical School | Professor of Medicine; Professor of Stem Cell & Regenerative Biology | ~1990s–2009 | Investigator, Howard Hughes Medical Institute (1996–2009); led Leukemia Program (DFCI/Harvard) and Cancer Stem Cell Program (HSCI) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuvalent, Inc. (public) | Director | Current | Current public company board experience disclosed; committee roles not disclosed in LH proxy |
| AACR | Fellow | Current | Professional recognition in cancer research |
| ASCI; AAP; AAA&S; NAM | Member | Current | Elected memberships signal peer-recognized scientific leadership |
Board Governance
- Committee assignments: Audit Committee (member; chaired by Jeffrey A. Davis) and Quality & Compliance Committee (member; chaired by Paul B. Rothman). Quality & Compliance oversees scientific/medical quality, regulatory compliance, and ESG-related programs/disclosures.
- Independence: Independent director; all Board committees are 100% independent.
- Attendance and engagement: In 2024 the Board held 5 meetings and committees held 20; each director attended 100% of Board meetings and no less than 88% of their committee meetings. Five executive sessions of independent directors were held.
- Election and tenure: Annual election by majority vote; director since April 2014 (≈11 years of service as of 2025).
- Related party transactions: None since January 1, 2024 per policy and review.
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging by directors, officers, and employees.
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer | $120,000 (no meeting fees) | Not disclosed as changed; program continues (no meeting fees) |
| Committee chair fees | Not applicable to Dr. Gilliland (not a chair) | Not applicable unless role changes |
| Lead Independent Director retainer | Not applicable (role held by Dr. Garheng Kong) | Not applicable |
| Reimbursement | Reasonable out-of-pocket Board/committee travel/education expenses | Same policy |
- 2024 total director compensation (Dr. Gilliland): Fees earned $120,000; RSU awards (grant-date fair value) $209,832; All other compensation $168; Total $330,000.
Performance Compensation
| Equity Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (non-employee director annual grant) | Feb 6, 2024 | 944 (aggregate RSUs held at 12/31/2024) | $209,832 | Fully vested on Feb 6, 2025 | None (time-based director RSUs; no performance metrics disclosed) |
- Program change: Effective Jan 1, 2025, annual RSU grant value increased to ~$220,000 (FW Cook recommendation to remain competitive).
- Director compensation cap: Under the 2025 Omnibus Incentive Plan, cash plus equity to any non-employee director is capped at $750,000 per fiscal year (Board may approve up to $1,000,000 in extraordinary circumstances; recipient cannot participate in the decision).
- Clawback/controls: Incentive compensation subject to the Company’s Recoupment Policy; options/SARs have minimum vesting and no repricing provisions.
Other Directorships & Interlocks
| Company | Role | Sector | Potential Interlock Considerations |
|---|---|---|---|
| Nuvalent, Inc. | Director | Biopharma/Oncology | No related-party transactions disclosed at Labcorp since 1/1/2024; no interlocks with Labcorp competitors/suppliers disclosed in proxy. |
Expertise & Qualifications
- Board-certified in Internal Medicine; fellowship in Hematology/Oncology (Harvard).
- Expertise: cancer genetics; clinical research; healthcare finance; M&A; executive leadership across academia, pharma, and clinical research.
- Recognitions: Fellow/member of AACR, ASCI, AAP, AAA&S, and NAM.
- Education: M.D. (UCSF); Ph.D. Microbiology (UCLA).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common stock) | 8,656 shares as of March 20, 2025. |
| Shares outstanding (reference) | 83,668,573 as of March 20, 2025. |
| Ownership % of class | ~0.010% (computed: 8,656 / 83,668,573). |
| Unvested RSUs (12/31/2024) | 944 RSUs outstanding at year-end 2024 (vested Feb 6, 2025). |
| Director ownership guideline | 5x annual cash retainer; all directors currently in compliance or meeting holding requirement. |
| Pledging/Hedging | Prohibited for directors; no pledging disclosed. |
Governance Assessment
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Strengths
- Extensive oncology and clinical research background enhances oversight on Quality & Compliance; service on Audit adds risk/compliance depth.
- Strong engagement: 100% Board attendance; robust independent director executive sessions (five in 2024).
- Alignment: Mandatory 5x retainer stock ownership, anti-hedging/anti-pledging policy, and compensation caps support shareholder alignment and risk control.
- No related-party transactions disclosed since Jan 1, 2024.
-
Watch items
- Tenure of ~11 years as of 2025; Board notes active refresh and committee leadership rotation to maintain fresh perspectives.
-
Director pay structure
- Balanced mix of fixed cash retainer and time-based RSUs; equity grant value increased modestly for 2025 per peer benchmarking (FW Cook), remaining within non-employee director cap.
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RED FLAGS
- None identified: no hedging/pledging, no related-party transactions, strong attendance, and independent committee structure.