Jeffrey A. Davis
LABCORP HOLDINGSAbout Jeffrey A. Davis
Independent director of Labcorp (LH) since December 2019; age 61. Chair of the Audit Committee since June 2023 and member of the Quality & Compliance Committee; designated an audit committee financial expert. Certified Public Accountant with a B.S. in Accounting (Penn State) and MBA (University of Pittsburgh). Previously CFO at Dollar Tree (Oct 2022–Mar 2025), Qurate Retail Group (Oct 2018–Aug 2022), J.C. Penney (Jul 2017–Sep 2018), Darden Restaurants (Jul 2015–Mar 2016), and Walmart U.S. (Jan 2014–May 2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dollar Tree, Inc. | Chief Financial Officer | Oct 2022 – Mar 2025 | Senior financial leadership, capital structure, M&A oversight |
| Qurate Retail Group | Chief Financial Officer | Oct 2018 – Aug 2022 | Multi-brand finance leadership, operations and media retail finance |
| J.C. Penney Company Inc. | Chief Financial Officer | Jul 2017 – Sep 2018 | Turnaround finance leadership |
| Darden Restaurants, Inc. | Chief Financial Officer | Jul 2015 – Mar 2016 | Restaurant portfolio finance, M&A |
| Walmart Inc. (U.S. segment) | Chief Financial Officer | Jan 2014 – May 2015 | Large-scale retail finance; prior senior roles 2006–2013 |
| Lakeland Tours LLC; McKesson Corporation | Senior executive roles | Various | Operations and finance experience across sectors |
External Roles
- No current public company board service disclosed in the proxy biography for Mr. Davis .
Board Governance
- Committee assignments: Audit Committee Chair (financial expert) and Quality & Compliance Committee member .
- Independence: All nominees other than the CEO are independent; Audit Committee is fully independent, with Davis deemed financially literate and an audit committee financial expert .
- Attendance: Board held 5 meetings; committees held 20; each director attended 100% of Board meetings and no less than 88% of total meetings of assigned committees. Audit Committee held 8 meetings in 2024 .
- Executive sessions: Five independent director executive sessions in 2024 led by the Lead Independent Director .
- Time-commitment check: After announcing he would step down as Dollar Tree CFO in 2025, Davis tendered an offer of resignation; following review, the Board declined the offer, consistent with annual evaluation of director commitments .
Fixed Compensation
| Element | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly |
| Audit Committee Chair retainer | $25,000 | Paid quarterly |
| Equity (RSUs) | $209,832 | Grant on Feb 6, 2024; valued using $222.28 share price; RSUs vested Feb 6, 2025; aggregate RSUs held by each director at 12/31/2024: 944 |
| All other compensation | $168 | Primarily cash in lieu of fractional shares/tax withholding |
Summary of 2024 director compensation for Jeffrey A. Davis:
| Name | Fees Earned or Paid in Cash ($) | Restricted Stock Unit Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Jeffrey A. Davis | $145,000 | $209,832 | $168 | $355,000 |
Program features:
- Director equity increased to ~$220,000 RSU value beginning Jan 1, 2025 .
- Director stock ownership guideline: 5x annual cash retainer; all directors either meet or comply with holding requirements .
- Anti-hedging and anti-pledging policies; robust clawback; double-trigger CIC for equity; no tax gross-ups .
Performance Compensation
- Non-employee director equity awards are time-based RSUs; no disclosed performance metrics (e.g., revenue/TSR) apply to director equity. Dividend equivalents accrue only if awards vest .
Other Directorships & Interlocks
- No other public company directorships disclosed for Mr. Davis; prior executive roles across retail and consumer sectors (Dollar Tree, Qurate, J.C. Penney, Darden, Walmart) could offer cross-industry insights but no related-party exposure is reported .
Expertise & Qualifications
- Extensive CFO experience across multiple large-cap retailers; operations, finance, capital structure, and M&A expertise; designated audit committee financial expert .
- CPA; B.S. in Accounting (Penn State); MBA (University of Pittsburgh). Executive sponsor of diversity initiatives .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| Jeffrey A. Davis | 4,563 | <1% | Shares outstanding at record date: 83,668,573 |
| RSUs held (12/31/2024) | 944 | n/a | Company-wide director count; Davis included |
Stock ownership guidelines:
- Required 5x annual cash retainer; directors must hold 50% of shares acquired from vesting until guideline met; all directors in compliance or satisfying holding requirement .
- Anti-pledging/anti-hedging policies applicable to directors .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Instrument | Shares | Vesting | Notes |
|---|---|---|---|---|---|
| 02/13/2025 | 02/11/2025 | RSU grant | 897 | 02/11/2026 | One RSU = one common share; filed by Attorney-in-Fact; direct ownership |
Section 16 compliance:
- Company reports all Section 16 filings timely for directors/officers, with one historical late filing unrelated to Mr. Davis; no delinquencies noted for Mr. Davis in 2024 .
Related-Party Transactions and Conflicts
- Audit Committee (chaired by Davis) reviews related-party transactions per policy; Company reports no related party transactions since Jan 1, 2024 .
- Board independence and annual evaluation of director commitments; Davis’s change in external role (stepping down from Dollar Tree CFO) reviewed with Board declining his offered resignation .
Governance Assessment
- Positives: Independent director with deep multi-industry CFO experience; Audit Chair and financial expert at an active committee (8 meetings), strong attendance (100% Board; ≥88% committees), robust director ownership guidelines and compliance, and strong anti-hedging/anti-pledging/clawback posture—supportive of investor confidence and board effectiveness .
- Watch items: Ongoing monitoring of external commitments remains appropriate; Board explicitly reviewed Davis’s time commitments after his Dollar Tree role change. No related-party exposure or pledging/hedging noted; director equity is time-based rather than performance-based, which is common but offers limited pay-for-performance linkage for directors .
Overall signal: As Audit Chair and financial expert with strong attendance and independence, Davis’s profile supports effective financial oversight and risk management (including cybersecurity oversight) with low conflict risk; ownership alignment is reinforced via guidelines and RSU grants .