Megan D. Bailey

About Megan D. Bailey

Megan D. Bailey (45) is Executive Vice President and President, Central Laboratories and International at Labcorp, a role she has held since September 2024. She previously served as EVP & Chief Strategy and Transformation Officer (May 2023–August 2024) and Chief of Staff to the CEO and Executive Committee member since July 2022; prior to Labcorp’s acquisition of Personal Genome Diagnostics (PGDx), she was PGDx’s CEO, Chief Commercial Officer, and VP of Marketing, and spent over 10 years at Roche Diagnostics culminating as Senior Director of Commercial Operations across multiple divisions. Bailey is a West Point graduate and holds an MPH from UNC Chapel Hill; externally she serves with Novo Holdings Advisory Group, University of Maryland Baltimore Foundation Board of Trustees, and the Army West Point Athletic Association Board. Labcorp’s 2024 performance context includes $13.0B revenue, diluted EPS of $8.84, adjusted EPS of $14.57, free cash flow of $1.10B, and performance shares for the 2022–2024 cycle paid at 114.2% with TSR at the 47th percentile versus the peer group.

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Bailey: She is not listed among the 2024 Named Executive Officers (NEOs) covered in the Summary Compensation Table.
• Executive stock ownership guideline for EVPs: 3x base salary; until met, must hold 50% of net shares from vesting/exercise.

Performance Compensation

Labcorp’s incentive design (applies enterprise-wide and to executives): annual cash incentives under the Labcorp Bonus Plan (LBP) and long-term incentives (PSUs, stock options, RSUs).

• Annual Cash Incentive (LBP) structure (2024):
  • Metrics: Consolidated Revenues and Consolidated Adjusted Operating Income; segment metrics for Diagnostics and Biopharma Laboratory Services (BLS); ESG modifier (90–100%) and Individual modifier (0–150%, capped overall at 200%).
  • 2024 results by metric:

• Long-Term Incentives (2024 awards design):
  • Mix: ~60% performance shares (PSUs), 20% non-qualified stock options, 20% RSUs; options and RSUs vest ratably over three years.
  • PSU metrics (2024–2026 cycle): 70% cumulative EPS and 30% cumulative revenue with TSR modifier ±25% if ≤25th or ≥75th percentile; capped at 200%.
  • 2022–2024 PSU payout: 114.2% of target; TSR at 47th percentile (no modifier applied).

Equity Ownership & Alignment

• Stock ownership guidelines: EVPs must hold Company stock equal to 3x base salary; holding requirement of 50% of net shares until guideline met; reduced requirements at age 62 and 64.
• Anti-hedging/anti-pledging: Pledging and hedging of Company stock are prohibited under the Insider Trading Policy; all transactions require pre-clearance and must occur in trading windows for key employees.
• Beneficial ownership: Individual share counts are disclosed for directors and 2024 NEOs; Bailey’s individual beneficial ownership is not separately disclosed in the security ownership table.

Employment Terms

• Severance plan (EVPs; excluding CEO): If involuntary without cause or voluntary for good reason, severance equals 2x (annual salary + 3-year average LBP); no tax gross-ups; medical stipend; outplacement; shareholder-approved cap restricts cash severance >2.99x salary + target bonus.
• Change-in-control (equity): Double-trigger vesting applies if awards are assumed; if not assumed, options/SARs may be accelerated or cashed out, RSUs/units vest, and PSUs settle at target or based on performance elapsed; clawback policy applies to incentive compensation.
• Clawback: Amended and restated Incentive Compensation Recoupment Policy (Oct 2023) provides for recovery upon accounting restatements, errors, or misconduct; applies to cash and equity awards.

Company Performance Context (2024)

Governance & Compensation Oversight (for alignment assessment)

• Say-on-Pay: ~92% approval in 2024; ~91% average over the last five years.
• Compensation Committee (CHC) composition and consultant: Independent directors; FW Cook serves as independent advisor; annual review of program, peer group benchmarking, and shareholder input.
• Stock plans: 2025 Omnibus Incentive Plan features include minimum vesting, no repricing, no evergreen, director compensation limits, robust transfer/recoupment provisions.

Investment Implications

• Alignment and incentives: EVPs are required to build and maintain significant ownership (3x salary), prohibited from hedging/pledging, and subject to pre-clearance/trading windows; multi-year PSU metrics (EPS/revenue with TSR modifier) reinforce performance orientation tied to shareholder returns.
• Retention and change-in-control risk: Double-trigger equity vesting and market-standard severance (2x pay with a 2.99x cap) balance retention and shareholder protections; clawback increases accountability.
• Execution focus in Bailey’s remit: Central Laboratories and International are core growth drivers within Biopharma Laboratory Services; 2024 BLS Adjusted Operating Income met target (101%) while net orders underperformed (86%), framing go-forward order intake priorities in her operating segments.
• Data gaps: Bailey’s individual compensation, grant details, and insider trading activity were not disclosed in the 2025 proxy (not a 2024 NEO), limiting precise pay-for-performance calibration and near-term selling pressure analysis.