Kerrii B. Anderson
LABCORP HOLDINGSAbout Kerrii B. Anderson
Independent Director at Labcorp Holdings Inc. (LH) since May 2006; age 67. Former CEO (2006–2008) and EVP/CFO (2000–2006) of Wendy’s International; previously CFO/SVP at M/I Schottenstein Homes (1987–2000). Education: B.A. in Business Administration (Elon University) and MBA (Duke University Fuqua); Certified Public Accountant; CERT Certificate in Cybersecurity Oversight. Current LH committee assignments: Audit (designated audit committee financial expert) and Nominating & Corporate Governance; independence affirmed by the company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wendy’s International, Inc. | Chief Executive Officer | Apr 2006–Sep 2008 | Led company through merger with Triarc (context from tenure) |
| Wendy’s International, Inc. | EVP & Chief Financial Officer | 2000–2006 | CFO leadership across operations/strategy |
| M/I Schottenstein Homes, Inc. | Chief Financial Officer, SVP | 1987–2000 | Financial leadership at public homebuilder |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Worthington Enterprises, Inc. | Director | Current | Public company board service |
| Abercrombie & Fitch Co. | Director | Current | Public company board service |
| The Sherwin-Williams Company | Director | Current | Public company board service |
| Chiquita Brands International Inc. | Chairwoman | Prior | Former public board/Chair |
| PF Chang’s China Bistro, Inc. | Director | Prior | Former public board |
| The Columbus Foundation | Audit Committee Chair | Current | Non-profit governance |
| Elon University | Trustee; Audit Committee | Current | Non-profit/academic governance |
Board Governance
- Independence: Labeled “Independent Director.” Committees are composed entirely of independent directors, and she serves on Audit and Nominating & Corporate Governance.
- Committee roles: Audit Committee member and audit committee financial expert; Nominating & Corporate Governance Committee member. Audit met 8x in 2024; Nominating & Corporate Governance met 4x.
- Attendance: “Each of the directors attended 100% of the Board meetings and no less than 88% of the total meetings of the Board and the Committees of which such director was a member” in 2024.
- Engagement: Board held five executive sessions of independent directors in 2024 (chaired by Lead Independent Director).
- Overboarding risk controls: Company limits non-employee directors to service on no more than five public company boards (including LH); each director is in compliance.
Fixed Compensation
| Component (Non-Employee Director) | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Paid quarterly |
| Committee Chair Fees | N/A for Anderson | Audit Chair $25k; other chairs $20k (she is not a chair) |
| Lead Independent Director Retainer | N/A for Anderson | $45k applies to Lead Independent Director |
| Total Cash (2024 reported) | $120,000 | As disclosed in Director Compensation table |
Summary of her 2024 director compensation: $120,000 cash; $209,832 in RSUs; $168 other; total $330,000.
Performance Compensation
| Equity Element | Grant Date | Grant Value | Grant Price | RSUs Granted | Vesting |
|---|---|---|---|---|---|
| Annual RSU Grant | Feb 6, 2024 | $209,832 | $222.28 | 944 | Vested in full on Feb 6, 2025 |
| Program Change (effective 2025) | Jan 1, 2025 | Target increased to ~$220,000 | — | — | Applies to 2025 annual grant cycle |
Additional program features: Directors receive one annual RSU grant; equity is subject to director stock ownership program and standard director policies.
Other Directorships & Interlocks
| Company | Industry | Role/Notes |
|---|---|---|
| Worthington Enterprises, Inc. | Industrial/Manufacturing | Director |
| Abercrombie & Fitch Co. | Retail/Apparel | Director |
| The Sherwin-Williams Company | Chemicals/Coatings | Director |
| Chiquita Brands International Inc. | Food/Agriculture | Former Chairwoman |
| PF Chang’s China Bistro, Inc. | Restaurants | Former Director |
- Related-party/transaction review: Audit Committee oversees related-party transactions; the company reports no related party transactions since Jan 1, 2024.
Expertise & Qualifications
- Financial/audit: Audit committee financial expert; CPA; extensive CFO and CEO experience.
- Cybersecurity oversight: CERT Certificate in Cybersecurity Oversight.
- Strategy/M&A/governance: Extensive board and audit committee experience; skills cited in corporate finance/M&A, governance, international, talent management.
Equity Ownership
| Ownership Detail | Amount/Status | As-of Date |
|---|---|---|
| Beneficial Ownership (Common Stock) | 13,166 shares | Mar 20, 2025 |
| Percent of Class | <1% | Mar 20, 2025 |
| RSUs Outstanding (unsettled at year-end) | 944 | Dec 31, 2024 |
| Pledging/Hedging | Prohibited by company policy | Policy level |
| Director Stock Ownership Guideline | 5× annual cash retainer; must hold 50% of net shares until met | Directors in compliance or meeting holding requirement |
Governance Assessment
-
Positives
- Designated audit committee financial expert with deep CFO/CEO background; strengthens financial oversight on the Audit Committee.
- Strong engagement and reliability: 100% Board attendance and high committee attendance in 2024.
- Alignment mechanisms: Robust director stock ownership guideline (5× retainer) and anti-hedging/anti-pledging policies; board-level compliance affirmed.
- No related-party transactions disclosed; Audit Committee reviews RPTs under formal policy.
-
Watch items (not red flags)
- Long board tenure (director since May 2006) may prompt routine investor scrutiny of refreshment and independence; however, she remains classified as independent and serves on independent committees.
- Multiple external public boards (three current) requires attention to time commitments; company’s overboarding limits are in place and she is in compliance.
-
Compensation structure signals
- Mix skews toward equity via annual RSUs (~$210k in 2024; increased to ~$220k effective 2025) alongside a flat $120k cash retainer—aligns director pay with shareholder outcomes while maintaining simplicity; no meeting fees, and no tax gross-ups.
-
Shareholder context
- Board’s say-on-pay support was ~92% in 2024; ongoing shareholder engagement indicates stable investor confidence in governance and compensation practices.