Peter J. Wilkinson

About Peter J. Wilkinson

Peter J. Wilkinson, age 54, is Senior Vice President and Chief Accounting Officer at Labcorp, a role he has held since April 2019, after serving briefly as SVP, Accounting earlier that year. He previously held senior finance leadership roles at Syneos Health (clinical division CFO), INC Research (SVP & Chief Accounting Officer), Pharmaceutical Product Development (Chief Accounting Officer), and began his career as an auditor at Deloitte & Touche. He holds a BS in Finance from Liberty University . Labcorp’s performance framework that informs executive pay centers on adjusted operating income, revenues, adjusted EPS, Biopharma Laboratory Services (BLS) net orders, and relative TSR, with 2024 enterprise LBP payout at 99.5% of target and the 2022–2024 performance share cycle paying 114.2% of target, aligning pay and performance . In FY2024 Labcorp delivered $13.0B in revenue, $1.10B free cash flow, and adjusted EPS of $14.57, supporting compensation outcomes and equity award realizations .

Past Roles

Fixed Compensation

Not individually disclosed for Wilkinson in the proxy statement (NEO-specific tables exclude the CAO) . Labcorp targets NEO base salaries near peer medians; broader policies are set by the Compensation & Human Capital Committee but Peter-specific salary and bonus targets were not reported .

Performance Compensation

Program terms applicable to executive officers (Peter-specific metric mix not disclosed):

• Long-Term Incentive (LTI) mix and metrics:

  • 60% Performance Shares (3-year measurement): 70% EPS, 30% Revenue; TSR acts as a 25% modifier to the PS outcome .
  • 20% Restricted Stock Units (time-based, multi-year vesting) .
  • 20% Non-qualified Stock Options (time-based, multi-year vesting) .
  • 2022–2024 PS cycle earned 114.2% of target for participants with awards granted in 2022 .

• Annual Cash Incentive (LBP) – Metric weighting by responsibility: | Metrics | Enterprise Group Executives | Diagnostics Segment Group Executives | BLS Segment Group Executives | |---|---|---|---| | Consolidated Revenues | 50% | 25% | 35% | | Consolidated Adjusted Operating Income | 50% | 25% | 35% | | Diagnostics Segment Revenues | — | 25% | — | | Diagnostics Segment Adjusted Operating Income | — | 25% | — | | BLS Segment Net Orders | — | — | 9% | | BLS Segment Adjusted Operating Income | — | — | 21% |

• Modifiers and payout framework: ESG modifier (90–100%) and Individual Performance modifier (0–150%) apply; LBP payouts capped at 200% of target. 2024 enterprise pool payout was 99.5% of target .

• 2024 financial goal outcomes used to determine payouts: | Goal | Threshold | Target | Superior | 2024 Result | Achievement vs Target | |---|---|---|---|---|---| | Consolidated Revenues | $11.6B | $12.9B | $14.2B | $13.1B | 101.0% | | Consolidated Adjusted Operating Income | $1.5B | $1.9B | $2.1B | $1.8B | 95.0% | | Diagnostics Revenues | $8.9B | $9.9B | $10.8B | $10.0B | 102.0% | | Diagnostics Adjusted Operating Income | $1.3B | $1.7B | $1.8B | $1.6B | 97.0% | | BLS Net Orders | $3.1B | $3.4B | $4.7B | $2.9B | 86.0% | | BLS Adjusted Operating Income | $416.1M | $462.3M | $647.2M | $468.9M | 101.0% |

Equity Ownership & Alignment

• Stock ownership guidelines for Section 16 officers: CEO 6× salary; EVPs 3×; “All Other Executive Officers” 1× salary. Must hold 50% of net shares until compliant; requirements reduce after ages 62 and 64. NEOs were in compliance as of year-end 2024; Peter-specific compliance level not disclosed .
• Anti-pledging/hedging: Company policy prohibits pledging, margin purchases, short sales, options, and other hedging transactions by directors, officers, and employees .
• Beneficial ownership: Individual holdings for Wilkinson are not listed in the 2025 Security Ownership table; a late Form 4 related to a gift of 351 Labcorp shares to a donor-advised fund on Aug 1, 2022 was noted as inadvertently filed late (administrative lapse) .
• Dividend equivalents accrue on RSUs/PSUs only if awards vest; reinforces long-term alignment .

Employment Terms

• Employment agreements: Company generally avoids employment agreements except for the CEO; no individual employment agreement disclosed for Wilkinson .
• Severance and change-in-control:
  • Executive Officer Cash Severance Policy caps cash severance at ≤2.99× base salary + target annual bonus for new arrangements absent shareholder approval .
  • LTI awards have “double-trigger” change-in-control acceleration (requires qualifying termination post-CIC if awards are assumed), no tax gross-ups .
  • Standard award agreements provide acceleration of RSUs/options scheduled to vest within 12 months upon certain involuntary terminations without cause or good reason; full acceleration upon qualifying terminations within 24 months of a CIC; retirement provisions (Rule of 70; age 65+5 tenure) also provide vesting mechanics .
• Clawback: Amended Incentive Compensation Recoupment Policy (Oct 2023) requires recovery of excess incentive compensation after accounting restatements and allows recovery for misconduct (cause, breaches, fraud/dishonesty), applying to cash and equity awards . The 2025 Omnibus Incentive Plan embeds clawback/forfeiture provisions consistent with law and policy .

Performance & Track Record

• Pay-for-performance orientation with majority of value in variable and performance-based awards; compensation tied to adjusted operating income, revenues, adjusted EPS, BLS net orders, and relative TSR .

• FY performance context: | Metric | FY 2023 | FY 2024 | |---|---|---| | Revenues from Continuing Operations | $12.2B | $13.0B | | Adjusted EPS from Continuing Operations | $13.56 | $14.57 | | Free Cash Flow | $748.7M (continuing ops, excl. spin items) | $1.10B |

• Shareholder support: Say-on-pay support ~92% at the 2024 Annual Meeting, indicating strong shareholder endorsement of the program design .

Risk Indicators & Red Flags

• Pledging/hedging: Prohibited for all insiders (reduces misalignment risk) .
• Tax gross-ups: Not provided (shareholder-friendly) .
• Equity award repricing: Prohibited under plan best practices (option exercise price ≥100% of fair market value; anti-repricing) .
• Late Section 16 filing: One late Form 4 for a charitable gift by Wilkinson (Aug 1, 2022) noted; no broader delinquency trend disclosed .

Compensation Structure Analysis

• Mix evolution: Current LTI structure balances performance shares (majority), options, and RSUs with multi-year vesting—maintains at-risk exposure and alignment with long-term value .
• Annual incentive rigor: Payouts reflect mixed performance—strong revenues and Diagnostics results offset by below-target BLS net orders; enterprise payout at 99.5% of target highlights sensitivity to performance variability .
• Governance safeguards: Double-trigger CIC vesting, 2.99× severance cap policy, robust clawback, and anti-hedging/pledging policies collectively mitigate pay inflation and misalignment risks .

Investment Implications

• Alignment: Strong structural alignment via stock ownership requirements, anti-hedging/pledging, and performance-weighted LTI; reinforces long-term value creation and reduces agency risk .
• Selling pressure: Standard RSU/option vesting schedules can create periodic supply; acceleration only under defined retirement/CIC conditions—no broad-based single-trigger risk .
• Retention: Absence of an employment agreement and reliance on standard severance/CIC terms suggest market-standard retention mechanics; clawbacks increase accountability while the 2.99× cap limits excess payouts .
• Execution focus: Company-level performance metrics driving incentives (revenues, adjusted operating income, adjusted EPS, BLS net orders, TSR) align Peter’s compensation levers with drivers of Labcorp’s core cash generation and growth, with FY2024 results supportive of near-term incentive realization .

Note: Where individual, executive-specific details (e.g., Peter Wilkinson’s base salary, target bonus %, personal ownership amounts, or individual award schedules) are not disclosed in the proxy, program-level terms and company performance outcomes are provided as the best available investor-grade proxies for alignment assessment. All statements above are sourced from the company’s 2025 and 2024 DEF 14A filings.