Mark S. Schroeder
Executive Vice President and President, Diagnostics Laboratories and Chief Operations Officer at 
LABCORP HOLDINGS
LABCORP HOLDINGSExecutive
About Mark S. Schroeder
Mark S. Schroeder (64) is Executive Vice President, President of Diagnostics Laboratories, and Chief Operations Officer at Labcorp. He has served in senior operations roles at Labcorp since 2007, previously Chief Supply Chain Officer (2016–2019), and earlier SVP roles spanning Integrated Genetics, Oncology, and Global Supply Chain; he holds a B.S. in Interdisciplinary Engineering and Management from Clarkson University and serves on the FedEx Healthcare and Flare Capital industry advisory boards . Company performance in 2024 included revenues of $13.0B, diluted EPS of $8.84, adjusted EPS of $14.57, and free cash flow of $1.10B, while the Diagnostics segment achieved above-target revenue (102%) and near-target adjusted operating income (97%); Schroeder’s annual incentive was based on enterprise and Diagnostics metrics and paid 102.7% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Labcorp | EVP & President, Diagnostics Laboratories; COO | 2023–present | Leads Diagnostics operations and enterprise operations; annual incentive tied to enterprise and Diagnostics metrics |
| Labcorp | EVP & President, Diagnostics Laboratory Operations & Global Supply Chain | 2019–2023 | Scaled lab operations and global supply chain across diagnostics and drug development |
| Labcorp | Chief Supply Chain Officer | 2016–2019 | Oversaw global supply chain; operational efficiency and resilience |
| Labcorp | SVP, Integrated Genetics, Oncology & Supply Chain Operations | 2014–2016 | Integrated specialty testing ops, oncology support, and supply chain execution |
| Labcorp | SVP, Supply Chain Operations | 2007–2014 | Built foundational supply chain capabilities across the enterprise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FedEx | Healthcare Industry Advisory Board | n/a | Logistics and healthcare distribution insight to support Diagnostics operations |
| Flare Capital | Industry Advisory Board | n/a | Health tech ecosystem engagement and innovation insights |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $538,000 | $617,635 | $660,769 |
| Base Salary Rate (mid‑year) | — | — | $670,000 (effective Jun 16, 2024) |
| Target Bonus (% of Salary) | 85–100% (per LBP design) | 100% (as NEO) | 100% |
| Annual Bonus Payout ($) | $456,051 | $718,807 | $678,718 |
| Perquisites & Other ($) | $65,079 | $90,506 | $116,453 |
Performance Compensation
-
Annual Cash Incentive (LBP) design for Schroeder (Enterprise + Diagnostics):
- Metrics and weightings: Consolidated Revenues (25%), Consolidated Adjusted Operating Income (25%), Diagnostics Segment Revenues (25%), Diagnostics Segment Adjusted Operating Income (25%) .
- 2024 outcomes: Business Performance Factor 102.7%, ESG Modifier 100%, Individual Modifier 100%; payout $678,718 on prorated salary $660,874 .
-
Long-Term Incentive (2024 grants; vest ratably over 3 years unless performance-based):
- Mix and grant details:
- Performance Shares: Target 6,690 shares; grant date fair value $1,531,742 .
- Restricted Stock Units (RSUs): 2,230 units; grant date fair value $495,684 .
- Non-qualified Stock Options: 6,900 options at $222.28 strike; grant date fair value $502,661 .
- PSU performance framework (2024–2026): 70% EPS, 30% Revenue; TSR modifier ±25% if below 26th percentile or above 75th percentile; payout cap 200% .
- Realized PSU outcome (2022–2024 cycle): 114.2% of target based on cumulative EPS, revenue, TSR at 47th percentile; vested Mar 27, 2025 .
- Mix and grant details:
PSU Targets (2024–2026)
| Metric | Weight | Threshold | Target | Superior |
|---|---|---|---|---|
| 3-year Cumulative EPS ($) | 70% | 44.25 | 48.25 | 52.25 |
| 3-year Cumulative Revenue ($B) | 30% | 38.4 | 40.1 | 41.8 |
| Relative TSR Modifier | N/A | Bottom 25th: −25% | 26th–75th: 0% | Top 25th: +25% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 37,712 shares as of Mar 20, 2025 (includes options exercisable within 60 days and vested PSUs from 2022 cycle) . |
| Shares Outstanding | 83,668,573 (Mar 20, 2025) . |
| Ownership % of Outstanding | ~0.045% (37,712 / 83,668,573) . |
| Stock Ownership Guidelines | EVPs must hold 3x base salary; requirement reduces by 50% at age 62 and 75% at age 64; NEOs are in compliance . |
| Pledging/Hedging | Prohibited for directors, officers, employees (no margin, short sales, options, collars, swaps) . |
| Vested vs Unvested | Selected outstanding awards below; RSUs/Options generally vest in equal thirds over 3 years . |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Award Type | Unexercised Options (Exercisable / Unexercisable) | Strike | Expiration | Unvested RSUs (#) | Unearned PSUs (#) |
|---|---|---|---|---|---|---|
| 2/11/2022 | Options | 3,346 / 1,673 | $247.68 | 2/10/2032 | 473 | 4,840 (2022 cycle) |
| 2/7/2023 | Options | 1,635 / 3,272 | $221.67 | 2/6/2033 | 1,034 | 9,304 (2023 cycle est. superior) |
| 5/5/2023 | Options | 519 / 1,042 | $200.70 | 5/4/2033 | 328 | 2,968 (2023 cycle est. superior) |
| 2/6/2024 | Options | 0 / 6,900 | $222.28 | 2/5/2034 | 2,230 | 13,380 (2024 cycle est. superior) |
Vesting cadence and potential selling pressure: RSUs/options from 2024 grants vest one‑third annually beginning Feb 6, 2025; similar one‑third vesting for 2023 awards beginning Feb 7, 2024; PSU cycles cliff‑vest at end of each 3‑year period subject to performance (e.g., 2022–2024 vested Mar 27, 2025) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (EVP; Master Senior Executive Severance Plan) | Qualifying termination (involuntary not for cause or good reason): cash severance = 2× (base salary + 3‑year average LBP), medical stipend, outplacement; no tax gross‑ups; company policy caps cash severance ≤2.99× (salary + target bonus) for future agreements . |
| Change-in-Control | Double trigger acceleration for equity; severance plan uses CIC definition in equity plan; no tax gross‑ups . |
| Clawback (Recoupment Policy) | Mandatory recovery of excess incentive compensation upon accounting restatement; discretionary recovery for misconduct, fraud, policy violations; applies to cash and equity; updated Oct 2023 per SEC/NYSE rules . |
| Insider Trading Policy | Pre‑clearance and trading windows; pledging/hedging banned . |
| Pension/SERP | Only NEO participating: present value of Cash Balance Plan $19,323; Pension Equalization Plan $131,701 (no new service credits post‑2010; interest continues) . |
| 2024 Potential Payments (illustrative) | Involuntary (not for cause/good reason): $6,712,868 total; Change‑in‑Control with qualifying termination: $7,888,968; Death: $6,391,111; Disability: $5,801,111 (assumes $229.32 stock price, Dec 31, 2024) . |
Compensation Structure Details
| Element | Structure and Notables |
|---|---|
| Pay Mix | Emphasis on performance-based pay; LTI dominated by PSUs (~60%), with ~20% RSUs and ~20% options; both annual bonus and PSUs capped at 200% of target . |
| Annual Incentive Metrics | Enterprise revenues and adjusted operating income; segment metrics where applicable; ESG modifier (90–100% range; 2024 at 100%) and individual modifier (0–150%; 2024 at 100%) . |
| Governance & Practices | No option/SAR repricing; minimum vesting; robust transfer limits; no evergreen; non‑employee director compensation caps; 2025 Omnibus Plan adopted (subject to shareholder approval) . |
| Shareholder Sentiment | Say‑on‑pay approval ~92% at 2024 meeting; ongoing shareholder outreach on pay-for-performance . |
Multi-Year Compensation Summary (Schroeder)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $538,000 | $617,635 | $660,769 |
| Stock Awards ($) | $1,440,880 | $1,892,720 | $2,027,426 |
| Options ($) | $343,045 | $461,625 | $502,661 |
| Non-Equity Incentive ($) | $456,051 | $718,807 | $678,718 |
| Change in Pension Value ($) | — | $13,815 | $280 |
| All Other Compensation ($) | $65,079 | $90,506 | $116,453 |
| Total ($) | $2,843,055 | $3,795,108 | $3,986,307 |
Perquisites and Benefits (2024)
| Item | Amount ($) |
|---|---|
| Financial Services | $20,000 |
| Cash Dividends (DERs on prior awards) | $8,320 |
| Long-Term Disability | $1,590 |
| Security and Travel (incl. aircraft personal use) | $70,043 (incl. $68,605 aircraft personal use; no tax gross‑up) |
| Company 401(k) Contribution | $16,500 |
Performance & Track Record
- Diagnostics segment delivered above-target revenue (102%) and near-target adjusted operating income (97%) in 2024; enterprise revenues slightly above target (101%) but adjusted operating income slightly below (95%) .
- Schroeder’s LBP business factor was 102.7% reflecting Diagnostics outperformance; his PSU payout for the 2022–2024 cycle was 114.2% of target, consistent with enterprise cumulative EPS, revenue, and TSR modifiers .
Investment Implications
- Alignment strong: No pledging/hedging, robust clawback, double‑trigger CIC equity treatment, and EVP ownership guidelines (reduced by 75% at age 64); Schroeder is in compliance with guidelines, and beneficial ownership is 37,712 shares (~0.045% of outstanding) .
- Near-term vesting cadence may create episodic selling pressure: 2024 RSUs/options vest one‑third annually starting Feb 6, 2025; 2023 awards continue ratable vesting; PSUs cliff vest at cycle end (e.g., next cycle ends Dec 31, 2025), which can increase liquidity events around vest dates .
- Retention risk moderates with severance economics: Qualifying termination = 2× salary + 3‑year average LBP and medical stipend; change‑in‑control requires double trigger for acceleration; cash severance capped by policy at ≤2.99× going forward; no excise tax gross‑ups—shareholder friendly features .
- Operational execution is a lever for incentive pay: Diagnostics unit results directly influence Schroeder’s LBP payout; PSU design emphasizes 3-year EPS and revenue with TSR modifier, aligning long-term value creation with equity outcomes .