Kathryn E. Wengel
LABCORP HOLDINGSAbout Kathryn E. Wengel
Kathryn E. Wengel is an independent director of Labcorp Holdings Inc. (LH), serving since March 2021. She is Executive Vice President, Chief Technical Operations and Risk Officer and a member of the Executive Committee at Johnson & Johnson, and holds a B.S. in Civil Engineering and Operations Research from Princeton University . Age: 59 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | EVP & Chief Technical Operations and Risk Officer | Current | Global operations, risk oversight across enterprise |
| Johnson & Johnson | EVP & Chief Global Supply Chain Officer | 2018 – Jan 2023 | Led global supply chain; sustainability initiatives |
| Johnson & Johnson | Worldwide VP & Chief Global Supply Chain Officer | Mar 2014 – Jul 2018 | Enterprise supply chain leadership |
| Johnson & Johnson | Chief Quality Officer | Apr 2010 – Mar 2014 | Quality systems and compliance leadership |
External Roles
| Organization | Role | Notes |
|---|---|---|
| GS1 Global | Management Board Member | Global standards for supply chain |
| National Association of Manufacturers | Chair of the Board of Directors | Industry association leadership |
| Advancing Women’s Excellence in Supply Chain Operations Management & Education | Board of Advisors | Advocacy and talent development |
Board Governance
- Committee assignments:
- Compensation and Human Capital (member; Chair: Richelle Parham)
- Quality and Compliance (member; Chair: Paul B. Rothman, M.D.)
- Independence: LH states nine of ten nominees are independent; Wengel is among independent directors under NYSE standards .
- Attendance: In 2024, each director attended 100% of Board meetings and no less than 88% of their committee meetings . Note: In 2023, Wengel’s overall attendance was <75% due to two short-notice special meetings; she attended 100% of meetings in 2024 through the proxy date and was deemed engaged by the Nominating & Governance Committee .
- Stock ownership guidelines: Directors must hold shares equal to 5× the annual cash retainer; all directors are in compliance or meeting holding requirements .
- Shareholder environment: Say-on-pay support ~92% at 2024 Annual Meeting, reflecting broad investor alignment with pay practices .
Fixed Compensation
| Component | Amount (2024) | Detail |
|---|---|---|
| Annual Director Cash Retainer | $120,000 | Paid quarterly |
| Committee Chair Fees | N/A | Chairs: Audit $25K; CHC/Nominating/Q&C $20K (Wengel not a chair) |
| Lead Independent Director Retainer | N/A | $45K (not applicable to Wengel) |
| Total Cash Fees (Wengel) | $120,000 | 2024 fees earned |
Performance Compensation
| Equity Component | Grant Date | Grant Value | Units/Price | Vesting |
|---|---|---|---|---|
| RSUs (Director annual grant) | Feb 6, 2024 | ~$210,000 | Priced at $222.28; 944 RSUs held at 12/31/2024 | Fully vested Feb 6, 2025 |
| Meeting Fees | None | — | — | — |
Performance metrics for director compensation: none (director equity vests time-based over one year; no options or PSUs for directors) .
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| Johnson & Johnson | Executive role (EVP) | LH discloses no related-party transactions since Jan 1, 2024; director independence reviewed under NYSE standards |
| GS1 Global; NAM | Industry bodies | Not LH customers/suppliers; governance roles noted |
Expertise & Qualifications
- Global supply chain, operations, quality and compliance, and risk management .
- Healthcare sector leadership; sustainability experience; advocacy for diversity initiatives .
- Committee placement aligns with human capital/pay oversight (CHC) and scientific/quality compliance (Q&C) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 3,236 shares | As of March 20, 2025; <1% of class |
| Unvested RSUs at 12/31/2024 | 944 units | Vested Feb 6, 2025 |
| Hedging/Pledging | Prohibited | Company policy forbids pledging/hedging |
| Director ownership guideline | 5× cash retainer | Directors in compliance/holding 50% of vested shares until met |
Governance Assessment
-
Strengths:
- Independent director with deep operations and risk expertise; active on CHC and Q&C committees .
- Strong attendance in 2024; prior 2023 scheduling issue addressed; committee affirmed engagement .
- Robust governance policies: clawback, no tax gross-ups, double-trigger CIC vesting, severance cap at 2.99× salary+bonus, prohibition on hedging/pledging .
- Director compensation balanced: cash retainer plus one-year RSUs; competitive increase to $220K RSUs in 2025 to stay market-aligned .
- No related-party transactions reported; beneficial ownership disclosed; director stock ownership guidelines met .
-
Potential conflicts and mitigants:
- Executive role at Johnson & Johnson could intersect with LH customer/supplier relationships; Board independence and Related Party Transaction Policy oversight; no related-party transactions disclosed (mitigant) .
- Attendance variance in 2023 is a resolved issue; 2024 attendance strong and committee affirmed capacity (mitigant) .
Overall investor confidence signals: strong say-on-pay support (~92% in 2024), independent committees, and director ownership alignment support governance quality .