Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Laboratory Corporation of America Holdings |
Entity Central Index Key | 0000920148 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure Unit_pure in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the CHC Committee views the link between the Company’s performance and its NEOs’ pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see the Compensation Discussion and Analysis (“CD&A”) beginning on page 50. The CHC Committee did not consider the pay versus performance disclosure below in making its pay decisions. In accordance with SEC rules, the following table sets forth information concerning compensation actually paid (“CAP”). The disclosure and calculating of CAP is required by the SEC’s rules. Neither CAP nor the amount reported in the Summary Compensation Table (“SCT”) reflect the amou nt C YEAR (1) SCT TOTAL (2) CAP TO (3) AVERAGE (2) AVG. CAP (3) VALUE OF INITIAL $100 (4) NET INCOME (5) ADJUSTED (6) COMPANY PEER 2022 $14,927,297 ($2,318,590 ) $4,387,737 $788,126 $140 $140 $1,279 $2,550 2021 $20,551,605 $49,697,100 $4,710,348 $11,665,084 $186 $143 $2,377 $3,830 2020 $14,735,561 $18,899,990 $3,404,431 $4,637,052 $120 $113 $1,556 $3,330 (1) For each year shown, the CEO was Adam Schechter and the other NEOs were Brian Caveney, Glenn Eisenberg, Paul Kirchgraber, and Mark Schroeder. (2) These amounts reflect (i) the total compensation reported in the SCT for the applicable year in the case of our CEO; and (ii) the average of the total compensation reported in the SCT for the applicable year for our Other NEOs. See the footnotes to the SCT for further detail regarding the amounts in this column. (3) Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for our CEO and for the average of the Other NEOs is set forth in the following tables, which describe the adjustments, each of which is prescribed by the SEC rule to calculate the CAP amounts from SCT amounts. YEAR SCT TOTAL MINUS STOCK PLUS YEAR PLUS YEAR PLUS YEAR MINUS FAIR PLUS VALUE OF MINUS CHANGE PLUS 2022 $14,927,297 $11,205,369 $9,883,707 ($12,637,167 ) ($3,304,274 ) - $17,215 - - ($2,318,590 ) 2021 $20,551,605 $15,040,149 $26,465,842 $15,202,072 $2,517,731 - - - - $49,697,100 2020 $14,735,561 $9,864,802 $11,447,534 $1,752,897 $828,801 - - - - $18,899,990 YEAR SCT MINUS STOCK PLUS YEAR PLUS YEAR PLUS YEAR MINUS FAIR PLUS VALUE OF MINUS CHANGE PLUS AVERAGE OTHER NEO 2022 $4,387,737 $3,185,873 $2,991,119 ($2,386,168 ) ($1,023,666 ) - $4,977 - - $788,126 2021 $4,710,348 $2,838,289 $4,993,869 $4,115,799 $683,357 - - - - $11,665,084 2020 $3,404,431 $1,864,116 $2,163,366 $933,161 $4,872 - - $4,662 - $4,637,052 The fair value of options was determined by using the Black-Scholes option pricing method. The fair value of the performance share awards was determined by using a Monte Carlo simulation pricing model and the probable outcome of the performance vesting conditions as of each measurement date and Company actual performance payouts for each completed performance period for the respective fiscal year. The fair value of the restricted stock was determined using the stock price on the appropriate measurement date. (4) Reflects the cumulative TSR for the Company and the S&P 500 Health Care Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished on page 53 of the 2022 Annual Report, assuming an initial investment of $100 on December 31, 2019. All dollar values assume reinvestment of all dividends, where applicable. (5) “Net income” is equivalent to “Net earnings” as reported in the Company’s financial statements. (6) SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (other than total shareholder return, stock price, or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected adjusted operating income as this measure for 2022, as reflected in the table above. Adjusted operating income is a non-GAAP | ||
Company Selected Measure Name | Adjusted operating income | ||
Named Executive Officers, Footnote [Text Block] | For each year shown, the CEO was Adam Schechter and the other NEOs were Brian Caveney, Glenn Eisenberg, Paul Kirchgraber, and Mark Schroeder. | ||
Peer Group Issuers, Footnote [Text Block] | (4) Reflects the cumulative TSR for the Company and the S&P 500 Health Care Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished on page 53 of the 2022 Annual Report, assuming an initial investment of $100 on December 31, 2019. All dollar values assume reinvestment of all dividends, where applicable. | ||
PEO Total Compensation Amount | $ 14,927,297 | $ 20,551,605 | $ 14,735,561 |
PEO Actually Paid Compensation Amount | $ (2,318,590) | 49,697,100 | 18,899,990 |
Adjustment To PEO Compensation, Footnote [Text Block] | YEAR SCT TOTAL MINUS STOCK PLUS YEAR PLUS YEAR PLUS YEAR MINUS FAIR PLUS VALUE OF MINUS CHANGE PLUS 2022 $14,927,297 $11,205,369 $9,883,707 ($12,637,167 ) ($3,304,274 ) - $17,215 - - ($2,318,590 ) 2021 $20,551,605 $15,040,149 $26,465,842 $15,202,072 $2,517,731 - - - - $49,697,100 2020 $14,735,561 $9,864,802 $11,447,534 $1,752,897 $828,801 - - - - $18,899,990 | ||
Non-PEO NEO Average Total Compensation Amount | $ 4,387,737 | 4,710,348 | 3,404,431 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 788,126 | 11,665,084 | 4,637,052 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | YEAR SCT MINUS STOCK PLUS YEAR PLUS YEAR PLUS YEAR MINUS FAIR PLUS VALUE OF MINUS CHANGE PLUS AVERAGE OTHER NEO 2022 $4,387,737 $3,185,873 $2,991,119 ($2,386,168 ) ($1,023,666 ) - $4,977 - - $788,126 2021 $4,710,348 $2,838,289 $4,993,869 $4,115,799 $683,357 - - - - $11,665,084 2020 $3,404,431 $1,864,116 $2,163,366 $933,161 $4,872 - - $4,662 - $4,637,052 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Relationship of CAP vs. TSR (2020 – 2022) The following chart sets forth the relationship between CAP to our CEO, average CAP to our other NEOs, the Company’s cumulative TSR over the three most recently completed fiscal years and the cumulative TSR for the S . | ||
Compensation Actually Paid vs. Net Income [Text Block] | Relationship of CAP vs. Net Income (2020 – 2022) The following chart sets forth the relationship between CAP to our CEO, average CAP to our other NEOs, and the Company’s net income during the three most recently completed fiscal years. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Relationship of CAP vs. Adjusted Operating Income (2020-2022) The following chart sets forth the relationship between CAP to our CEO, average CAP to our other NEOs, and the Company’s adjusted operating income during the three most recently completed fiscal years. See reconciliation of adjusted operating income and operating income on page 110 of this Proxy Statement. | ||
Tabular List [Table Text Block] | Financial Performance Measures The most important financial performance measures used by the Company in setting pay-for-performance non-financial MEASURE Adjusted EPS Adjusted Operating Income Revenue Relative Total Shareholder Return | ||
Total Shareholder Return Amount | $ 140 | 186 | 120 |
Peer Group Total Shareholder Return Amount | 140 | 143 | 113 |
Net Income (Loss) | $ 1,279,000,000 | $ 2,377,000,000 | $ 1,556,000,000 |
Company Selected Measure Amount | 2,550 | 3,830 | 3,330 |
PEO Name | Adam Schechter | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EPS | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Operating Income | ||
Non-GAAP Measure Description [Text Block] | (6) SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (other than total shareholder return, stock price, or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected adjusted operating income as this measure for 2022, as reflected in the table above. Adjusted operating income is a non-GAAP | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Revenue | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative Total Shareholder Return | ||
PEO [Member] | Stock Award Value Option Award Value Reported In Sct For The Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 11,205,369 | $ 15,040,149 | $ 9,864,802 |
PEO [Member] | Year End Fair Value Of Equity Awards Granted During The Covered Year That Remain Outstanding And Unvested As Of Last Day Of The Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 9,883,707 | 26,465,842 | 11,447,534 |
PEO [Member] | Year Over Year Change In Fair Value As Of The Last Day Of The Covered Year Of Outstanding And Unvested Equity Awards Granted In Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (12,637,167) | 15,202,072 | 1,752,897 |
PEO [Member] | Fair Value of Prior Year Equity Awards that Vested in Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (3,304,274) | 2,517,731 | 828,801 |
PEO [Member] | Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Totral Compensation For The Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 17,215 | ||
Non-PEO NEO [Member] | Stock Award Value Option Award Value Reported In Sct For The Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,185,873 | 2,838,289 | 1,864,116 |
Non-PEO NEO [Member] | Year End Fair Value Of Equity Awards Granted During The Covered Year That Remain Outstanding And Unvested As Of Last Day Of The Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,991,119 | 4,993,869 | 2,163,366 |
Non-PEO NEO [Member] | Year Over Year Change In Fair Value As Of The Last Day Of The Covered Year Of Outstanding And Unvested Equity Awards Granted In Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,386,168) | 4,115,799 | 933,161 |
Non-PEO NEO [Member] | Fair Value of Prior Year Equity Awards that Vested in Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,023,666) | $ 683,357 | 4,872 |
Non-PEO NEO [Member] | Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Totral Compensation For The Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 4,977 | ||
Non-PEO NEO [Member] | Change In Pension Value Reported In Sct For Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 4,662 |