Peter M. Neupert
LABCORP HOLDINGSAbout Peter M. Neupert
Independent director of Labcorp (LH) since January 2013; age 69. Former Microsoft corporate vice president and founding CEO/chair of drugstore.com with deep health IT, governance, and cybersecurity expertise; holds an MBA from Dartmouth (Tuck) and a BA in Philosophy from Colorado College . He is designated independent under NYSE standards and LH’s guidelines; nine of LH’s ten 2025 director nominees are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Evolution Partners | Operating Partner | Jan 2012 – Jun 2015 | Private equity operating leadership focused on healthcare |
| Microsoft Health Solutions Group | Corporate Vice President | 2005 – Jan 2012 | Led health IT initiatives |
| drugstore.com | Founding President & CEO; later Chairman | 1998 – 2001; Chairman through Sep 2004 | Built e-commerce healthcare platform |
| U.S. President’s Information Technology Advisory Committee | Co-Chair, Health IT Subcommittee | Report published Jun 2004 | Co-led “Revolutionizing Health Care Through IT” report |
| Institute of Medicine (National Academy of Medicine) Roundtable on Value & Science-Driven Healthcare | Member | 2007 – 2012 | Advanced evidence-driven care discussions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adaptive Biotechnologies Corporation | Lead Independent Director | Current | External public company leadership role |
| Fortrea Holdings Inc. | Director | Current | Fortrea is LH’s 2023 spin-off (Clinical Development & Commercialization Services) |
| Prior public boards | Quality Systems (NextGen Healthcare), aQuantive.com, drugstore.com (Chairman) | Prior | Governance and tech commercialization experience |
Board Governance
- Independence: Independent director under NYSE standards; board committees are 100% independent .
- Current LH committees: Nominating & Corporate Governance Committee (member) .
- Attendance: In 2024, the board met 5 times and committees 20 times; each director attended 100% of board meetings and no less than 88% of their committee meetings .
- Executive sessions: Five independent-director executive sessions in 2024 (led by Lead Independent Director) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 4 | Oversees director independence, board composition, shareholder engagement on governance, lobbying/political oversight, board self-assessment |
| Audit | Not listed as member in 2025 | 8 | He is described as an “audit committee financial expert” in his bio, but current committee assignment is NCG only |
Fixed Compensation (Director)
| Component | Amount | Detail | Source |
|---|---|---|---|
| Annual cash retainer (2024) | $120,000 | Paid quarterly to non-employee directors | |
| Committee chair fees | N/A for Neupert | Chairs: Audit $25,000; CHC/NCG/QC $20,000 (if applicable) | |
| Lead Independent Director fee | N/A for Neupert | $45,000 (role held by Dr. Kong) | |
| Meeting fees | None | Program aligns pay to ongoing role, not meetings | |
| 2024 Total cash paid to Neupert | $120,000 | Per director comp table |
Performance Compensation (Director Equity)
Directors receive time-based RSUs; no performance-conditioned metrics apply to directors.
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Feb 6, 2024 | RSUs | 944 | $209,832 | Vested Feb 6, 2025 | Grants sized at ~$210,000 using $222.28 close; 2025 target increased to ~$220,000 |
- Equity program change: Effective Jan 1, 2025, annual RSU value increased to ~$220,000 to remain competitive (FW Cook recommendation) .
- Dividend equivalents accrue only if/when units vest; no dividends on unearned awards .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Adaptive Biotechnologies | Lead Independent Director | No LH-related transactions disclosed; standard multi-board service |
| Fortrea Holdings Inc. | Director | Fortrea is LH’s 2023 spin-off; LH reports no related-party transactions since Jan 1, 2024 |
Expertise & Qualifications
- Health information technology, strategy, shareholder value creation, and cybersecurity; designated audit committee financial expert .
- Education: MBA (Dartmouth Tuck); BA Philosophy (Colorado College) .
Equity Ownership
| Holder | Beneficial Shares | % of Class | RSUs Held (12/31/24) | Ownership Guidelines | Pledging/Hedging |
|---|---|---|---|---|---|
| Peter M. Neupert | 12,887 | <1% | 944 | 5x annual director retainer; all directors in compliance or satisfying holding requirement | Prohibited by insider trading policy; pledging/hedging not permitted |
| Sources | |||||
SAY-ON-PAY & Shareholder Feedback
| Item | Result | Detail |
|---|---|---|
| 2024 SAY-ON-PAY (advisory) | 65,007,331 For; 5,566,884 Against; 228,974 Abstain; 6,254,885 Broker non-votes | Approximately 92% support; cited by company in 2025 proxy |
| 2024 Director Election – Peter M. Neupert | 67,187,525 For; 3,507,269 Against; 108,395 Abstain; 6,254,885 Broker non-votes | Elected to one-year term |
Related-Party Transactions and Policies
- Related-party transactions: None reported since January 1, 2024; Audit Committee reviews any such items under policy .
- Anti-hedging/anti-pledging: Policy prohibits pledging, hedging, short sales, and derivatives on company stock by directors and employees .
- Clawback: Company maintains an incentive compensation recoupment policy (primarily executive-focused) .
Governance Assessment
- Strengths: Independent status; long-tenured health IT and cybersecurity expertise; service on Nominating & Corporate Governance supports board effectiveness; strong attendance; equity ownership aligned via 5x retainer guideline; anti-pledging/hedging policy; no related-party transactions disclosed .
- Compensation alignment: Standard peer-aligned director mix (cash + time-based RSUs); modest 2025 RSU increase to maintain competitiveness; no options or performance-contingent director pay (reduces risk of short-termism) .
- Monitoring points: Concurrent service at Fortrea (LH spin-off) warrants routine oversight for potential transactional overlaps; company reports no related-party transactions in 2024-2025 period .
- Shareholder sentiment: Strong SAY-ON-PAY support (~92%) and robust shareholder engagement program (80%+ of outstanding shares engaged) underpin governance stability .