Sandra D. van der Vaart
LABCORP HOLDINGSAbout Sandra D. van der Vaart
Sandra D. van der Vaart (65) is Executive Vice President, Chief Legal Officer, and Corporate Secretary at Labcorp Holdings Inc. She has served in senior legal leadership roles at Labcorp since 2001, including SVP Global General Counsel and Chief Compliance Officer (Feb 2019–Feb 2020), and EVP CLO and Corporate Secretary since February 2020; she also served as Chief Compliance Officer through April 2024 . She holds a Bachelor of Science in Nursing from the University of North Carolina at Chapel Hill and a Juris Doctor from the University of Virginia . Company-level compensation outcomes that frame executive incentives: 2024 annual incentives paid at 99.5% of target for NEOs based solely on enterprise performance, and performance shares for the 3‑year cycle ending in 2024 paid at 114.2%, consistent with cumulative EPS, revenue, and a relative TSR modifier .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Labcorp Holdings Inc. | EVP, Chief Legal Officer & Corporate Secretary | Feb 2020–present | Oversees legal and corporate secretary functions; previously also Chief Compliance Officer until April 2024 |
| Labcorp Holdings Inc. | SVP, Global General Counsel & Chief Compliance Officer & Corporate Secretary | Feb 2019–Feb 2020 | Led global legal and compliance, corporate secretary responsibilities |
| Labcorp Holdings Inc. | SVP, Deputy Chief Legal Officer | Sep 2015–Feb 2019 | Deputy leadership of the legal function |
| Labcorp Holdings Inc. | SVP, General Counsel & Assistant Secretary | Jan 2009–Sep 2015 | General Counsel and assistant secretary duties |
| Labcorp Holdings Inc. | Various roles in legal department | Jan 2001 onward | Progressive legal leadership at the Company since 2001 |
Fixed Compensation
- Executive pay program emphasizes variable, performance-based compensation, long-term equity with multi‑year vesting, peer benchmarking, and sensitivity to performance variability .
- Governance features: robust stock ownership guidelines (EVP requirement 3x base salary), prohibition on pledging/hedging company stock, clawback policy for cash and equity incentives, cap on cash severance at 2.99x salary+target bonus, and no tax gross‑ups .
Performance Compensation
- Long-term incentive mix: performance shares 60% of target grant value, non‑qualified stock options 20%, and RSUs 20%, with multi‑year vesting; PSUs use a 3‑year measurement period and include EPS, revenue, and a relative TSR modifier .
- Annual cash incentive (LBP) is fully performance‑based and aligned to strategic and objective financial goals; 2024 payouts for NEOs based solely on enterprise performance were 99.5% of target .
| Incentive type | Metric(s) | Period | Target | Actual | Payout/terms | Vesting |
|---|---|---|---|---|---|---|
| Annual cash incentive (LBP) | Enterprise performance (strategic/objective goals) | FY 2024 | 100% of target | 99.5% of target for NEOs | Payout reflects company results | Cash (annual) |
| Performance shares (PSUs) | EPS, revenue; relative TSR modifier | 2022–2024 (3‑yr) | Not disclosed | 114.2% earned for the 3‑yr cycle | 3‑yr performance; payout per plan | Cliff at 3 years |
| Stock options (NQSOs) | Price growth; FMV strike requirement | Ongoing | Strike ≥ FMV on grant date | Not applicable | No repricing; min vesting standards | Typically ratable over 3 years |
| RSUs | Service-based | Ongoing | Not applicable | Not applicable | Dividend equivalents accrue; paid only if vest | Ratable over 3 years |
Equity Ownership & Alignment
| Policy/requirement | Detail |
|---|---|
| Stock ownership guideline (EVP) | 3x base salary; requirement determined annually using salary and 90‑day average price |
| Holding requirement | Must hold 50% of net shares from vesting/exercise until guideline met; age‑based reductions starting at 62 and 64 |
| Hedging/pledging | Prohibited; includes margin accounts, puts/calls, and other hedges |
| Insider trading controls | Pre‑clearance required; transactions limited to trading windows for key employees |
Note: The proxy reports NEOs were in compliance with ownership guidelines as of Dec 31, 2024; Ms. van der Vaart’s specific ownership level is not individually disclosed in the 2025 proxy .
Employment Terms
| Topic | Term |
|---|---|
| Employment agreement | Company practice: no employment agreements except CEO hiring; implies at‑will terms for other executives |
| Severance cap | Cash severance subject to company policy capped at 2.99x salary + target annual incentive |
| Change‑in‑control vesting | “Double trigger” required for accelerated vesting; if awards not assumed, RSUs/Restricted stock/DERs vest; options/SARs exercisable for 15 days or may be cashed out; PSUs settle at target or actual depending on performance period elapsed |
| Retirement acceleration | If retirement criteria met: “Retirement at Age 65 Plus 5” or “Rule of 70” (age + service ≥ 70), then scheduled vesting within 12 months vests; after 9 months, awards may vest in full (award form dependent) |
| Clawback | Robust incentive compensation recoupment policy; awards subject to forfeiture/recoupment under plan and policy |
| Dividend equivalents | Accrue on RSUs/PSUs but paid only if/when underlying shares vest |
Context on potential vesting eligibility: Ms. van der Vaart is 65 in 2025 and has served since 2001, so retirement-based vesting provisions could be applicable subject to award terms and committee determinations .
Investment Implications
- Alignment: EVP 3x ownership guideline, mandatory holding of net shares, prohibition on hedging/pledging, and robust clawback policy collectively promote long‑term alignment and reduce governance risk .
- Incentive quality: LTI tilted to PSUs (60%) with 3‑year EPS/revenue/TSR metrics and annual cash tied to enterprise performance creates multi‑year accountability; recent outcomes (99.5% annual payout; PSUs at 114.2%) indicate incentive sensitivity to results .
- Retention/vesting dynamics: Age‑ and tenure‑based retirement provisions (Rule of 70; Age 65+5) can accelerate vesting at retirement, potentially pulling forward equity delivery; double‑trigger CIC terms limit windfalls and reduce event‑risk misalignment .
- Governance safeguards: No employment agreement (CEO-only exception), severance capped at 2.99x, and no tax gross‑ups are shareholder‑friendly; advisory say‑on‑pay support averaged ~91% over five years, indicating broad investor acceptance of the pay model .