Kirsten M. Kliphouse
LABCORP HOLDINGSAbout Kirsten M. Kliphouse
Independent director of Labcorp (LH) since October 2022; age 58; BS in Computer Information Sciences and Business from Muhlenberg College. Former President, Google Cloud Americas (Mar 2022–Jul 2023) and President, Google Cloud North America (Jun 2019–Mar 2022), with prior senior roles at Microsoft, Red Hat, Yardarm Technologies, and Scaling Ventures; brings global cybersecurity incident response, executive leadership, and large-scale operating expertise (led >10,000 employees globally at Microsoft) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google Cloud | President, Americas | Mar 2022–Jul 2023 | Led sales, GTM, customer engagement, channel, services; Global Chair of Aspiring Leadership Academy and Women@Google Cloud |
| Google Cloud | President, North America | Jun 2019–Mar 2022 | Led North American sales and operations |
| Microsoft | Corporate VP, Customer Support/Success/Professional Services; various exec roles | >25 years (dates not specified) | Led >10,000 employees globally; executive leadership in enterprise sales, OEM, partners/channels |
| Red Hat (IBM) | Senior Vice President | Not disclosed | Executive leadership in enterprise software |
| Yardarm Technologies | Chief Executive Officer | Not disclosed | CEO of hardware/software solutions company |
| Scaling Ventures | Founder & CEO | Not disclosed | Technology investment and advisory firm leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Dun & Bradstreet Holdings, Inc. | Director | Not disclosed | Current public company board |
| Global Payments, Inc. | Director | Not disclosed | Current public company board |
Board Governance
- Committee assignments: Audit Committee member; committee is fully independent and oversees financial reporting integrity, internal controls, related-party transactions, and cybersecurity risk (8 meetings in 2024) .
- Independence: All nominees other than the CEO are independent under NYSE standards; all Board committees are 100% independent .
- Attendance: Each director attended 100% of Board meetings and no less than 88% of the total meetings of the Board and the Committees of which they were a member in 2024 (Board met 5 times; committees met 20 times; five executive sessions were held) .
- Lead Independent Director structure: Robust role (elected by independent directors), presides over executive sessions and reviews agendas/schedules; five executive sessions in 2024 .
- Related-party transactions: None identified or approved since Jan 1, 2024 under the Company’s Related Party Transaction Policy; Audit Committee reviews such items .
Fixed Compensation
| Year | Cash Retainer ($) | Equity (RSUs) Grant-Date Fair Value ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 120,000 | 209,832 (944 RSUs granted Feb 6, 2024 at $222.28 close) | 168 (cash in lieu of fractional shares) | 330,000 |
- Elements: Annual cash retainer of $120,000; RSU grant targeted at ~$210,000 in 2024; effective Jan 1, 2025, annual director RSU grant value increased to ~$220,000; committee chair and lead independent director stipends apply only to those roles (she is not a chair) .
- Vesting: 2024 director RSUs vested fully on Feb 6, 2025; dividend equivalents accrue but are only paid upon vesting .
Performance Compensation
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Performance-based metrics (e.g., PSUs, options) for non-employee directors | None; directors receive time-vested RSUs only |
Other Directorships & Interlocks
| Company | Shared Relationships | Interlock/Conflict Assessment |
|---|---|---|
| Dun & Bradstreet Holdings, Inc. | Data/analytics; no LH-related transaction disclosed | No related-party transactions disclosed by LH; independence maintained |
| Global Payments, Inc. | Payments; no LH-related transaction disclosed | No related-party transactions disclosed by LH; independence maintained |
Oversight: Audit Committee reviews and must approve any related-party transactions; none reported for 2024–2025 .
Expertise & Qualifications
- Technology/cybersecurity: Global cybersecurity incident response and remediation capability; serves on Audit where cybersecurity oversight is core .
- Executive leadership: Deep operating experience scaling large organizations and delivering results; sales/marketing background spanning tech and cloud .
- Risk management/international exposure: Leadership across global business units at Microsoft and Google Cloud .
- Board skills map: Business strategy, corporate finance/M&A, governance, executive leadership, international, risk management, sales/marketing, talent, technology/cybersecurity .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Unvested RSUs (12/31/2024) | Stock Ownership Guideline | Compliance | Pledging/Hedging |
|---|---|---|---|---|---|---|
| Kirsten M. Kliphouse | 2,263 | <1% | 944 RSUs (vested Feb 6, 2025) | 5× annual director cash retainer | In compliance or satisfying holding requirement | Prohibited by Company policy for directors/officers/employees |
Governance Assessment
- Effectiveness: Audit Committee membership paired with deep technology/cybersecurity background strengthens oversight of financial reporting and cyber risk—an investor-positive signal given Labcorp’s data intensity .
- Alignment: Strong attendance (100% Board; ≥88% committees) and adherence to director ownership guidelines (5× retainer, compliant) support engagement and shareholder alignment .
- Conflicts: No related-party transactions disclosed; anti-hedging/anti-pledging policy in force; all committees independent—low conflict risk .
- Workload/commitments: Two external public boards; Labcorp limits non-employee directors to service on up to five boards and confirms compliance—manageable external commitments .
- Compensation structure: Director pay is standard market—cash retainer plus time-vested RSUs; no performance-linked equity for directors, reducing pay-for-performance risk but appropriately aligned via ownership requirements and vesting .
Overall signal: Independent, cyber-savvy Audit Committee member with high attendance, compliant ownership, and no related-party exposure—supportive of investor confidence in board oversight .