QUEST DIAGNOSTICS INC (DGX)
Sector: Health Care
2026 Annual Meeting Analysis
QUEST DIAGNOSTICS INC · Meeting: May 20, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined in 2024 (within 24 months), so exempt from the TSR trigger; brings relevant cybersecurity and IT expertise with no overboarding or attendance concerns.
As CEO and director, subject to the TSR trigger, but DGX's 3-year return of approximately +52% outperforms the peer group median by +58.3pp against a 50pp threshold under the strong-positive TSR tier, so the trigger does not fire.
Joined in 2023 (within 24 months), so exempt from the TSR trigger; provides deep medical and oncology expertise relevant to Quest's diagnostic services business.
DGX's 3-year TSR significantly outperforms the peer group, so the TSR trigger does not apply; Ms. Doi brings strong financial expertise and serves as an audit committee financial expert.
DGX's strong TSR relative to peers means the underperformance trigger does not apply; Ms. Gregg brings extensive healthcare executive experience and holds one outside public board seat, well within limits.
DGX's strong TSR relative to peers means the underperformance trigger does not apply; Mr. Lassiter is a sitting CEO but holds only one outside public board seat (Fortive), which is within the policy limit of fewer than two outside seats for a sitting CEO.
DGX's strong TSR relative to peers means the underperformance trigger does not apply; Mr. Main holds one outside public board seat and brings broad executive, technology, and governance experience.
DGX's strong TSR relative to peers means the underperformance trigger does not apply; Ms. Morrison holds two outside public board seats (MetLife and Visa), within the four-seat limit for non-executive directors.
DGX's strong TSR relative to peers means the underperformance trigger does not apply; Mr. Pfeiffer serves as audit committee financial expert with extensive CFO experience and holds no other public board seats.
DGX's strong TSR relative to peers means the underperformance trigger does not apply; Mr. Ring serves as Lead Independent Director with one outside board seat and brings deep healthcare executive experience.
Joined in 2026 (well within 24 months), so exempt from the TSR trigger; brings extensive healthcare and pharmacy executive experience with no other public board seats disclosed.
All 11 director nominees receive a FOR vote. DGX's 3-year total shareholder return of approximately +52% outperforms the compensation peer group median by +58.3 percentage points, which does not meet the 50pp underperformance threshold required to trigger a No vote under the strong-positive TSR tier. Directors who joined within the past 24 months (Carter, Diaz, Wentworth) are exempt from the TSR trigger. No overboarding, attendance, independence, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
James E. Davis
Total Comp
$15,498,479
Prior Support
91%%
CEO total compensation of approximately $15.5 million is within a reasonable range for a healthcare services company of Quest's size and profile, and the prior Say on Pay vote received 91% support, indicating strong shareholder alignment. Pay mix is heavily variable and performance-based — approximately 92% of CEO target compensation is at-risk — with 50% of long-term equity in performance stock awards tied to revenue growth, return on invested capital, and relative total shareholder return over a three-year period. The pay-for-performance alignment check passes: DGX's 3-year total shareholder return of approximately +52% significantly outperforms the peer group median of -6.6%, meaning the above-target incentive payouts (154% of target on performance shares, 116% average on annual cash incentives) are well-justified by actual shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$4,107,000
Non-Audit Fees
$312,000
Non-audit fees (tax fees of $310,000 plus other fees of $2,000, totaling $312,000) represent approximately 7.6% of audit fees of $4,107,000, well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of Quest's size and complexity, and auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied. No material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Regarding an Independent Board Chairman
John Chevedden is a well-known individual governance activist with a long track record of filing governance-focused proposals at major companies; this filer type is taken seriously under the policy. The request for an independent board chairman is a mainstream governance improvement — separating the CEO and chairman roles reduces the inherent conflict of interest that arises when one person both sets the board agenda and manages the company being overseen. While the company points to strong recent stock performance and a Lead Independent Director with meaningful responsibilities as mitigating factors, these do not fully substitute for the structural independence that a separate chairman provides, and a requirement to separate these roles would still allow the board flexibility to combine them in extraordinary circumstances if framed as a policy with a phase-in.
Overall Assessment
The 2026 Quest Diagnostics annual meeting ballot presents four proposals: election of 11 directors, an advisory vote on executive compensation, ratification of PwC as auditor, and a stockholder proposal on board leadership. All director nominees receive FOR votes given DGX's strong outperformance of its compensation peer group over three years; the Say on Pay and auditor ratification proposals also pass cleanly with no policy triggers. The one area of divergence from board recommendations is the independent board chairman proposal, where the credible governance activist filer and the structural benefit of separating the CEO and chairman roles support a FOR vote despite the company's solid recent performance.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing