DEF 14A of Quest Diagnostics Inc, Apr 5, 2024

DEF 14A of Quest Diagnostics Inc

Filed Apr 5, 2024 · FY20230000930413-24-001247

Open on EDGAR

  1. Board Nominees

    Board Nominees The following table provides summary information about our director nominees*.

  2. Board Nominees

    | Name | Age | Director Since | Occupation | Current Committee Memberships | Other Public Company Boards | | James E. Davis | 61 | 2022 | Chairman, Chief Executive Officer and President, Quest Diagnostics Incorporated | EX | • N/A | | Luis A. Diaz, Jr., M.D. | 53 | 2023 | Head of Solid Tumor Oncology Division, Memorial Sloan Kettering Cancer Center | CS QC | • N/A | | Tracey C. Doi | 63 | 2021 | Retired Chief Financial Officer and Group Vice President of Toyota Motor North America, Inc. | AC/FE CS | • Pentair plc | | Vicky B. Gregg | 69 | 2014 | Cofounder/Partner, Guidon Partners LLC and Retired CEO, Blue Cross and Blue Shield of Tennessee | CC GC QC (Chair) | • Acadia Healthcare Company | | Wright L. Lassiter III | 60 | 2020 | CEO, CommonSpirit Health | AC QC | • Fortive Corporation | | Timothy L. Main | 66 | 2014 | Non-Executive Chairman of WNS (Holdings) Limited | AC CS (Chair) GC | • WNS (Holdings) Limited | | Denise M. Morrison | 70 | 2019 | Founder, Denise Morrison & Associates and Retired President and CEO, Campbell Soup Company | CC(Chair) CS GC | • MetLife, Inc. • Visa, Inc. | | Gary M. Pfeiffer | 74 | 2004 | Retired Senior Vice President and Chief Financial Officer, E.I. du Pont de Nemours and Company | AC/FE (Chair) CC EX GC | • N/A | | Timothy M. Ring, Lead Independent Director | 66 | 2011 | Retired Chairman and CEO, C. R. Bard, Inc. | CC EX (Chair) GC (Chair) | • Becton, Dickinson and Company |

  3. Board Nominees

    | AC | Audit and Finance Committee | CC | Compensation and Leadership Development Committee | | CS | Cybersecurity Committee | EX | Executive Committee | | GC | Governance Committee | QC | Quality and Compliance Committee | | FE | Financial Expert | | |

  4. Board Nominees

    | * In September 2023, Dr. Gail R. Wilensky informed the Board that she would not seek re-election and will retire from the Board at the Annual Meeting. |

  5. Board Nominees

    | | 2024 Proxy Statement | ii |

  6. Proposal No. 1 — Election of Directors

    Proposal No. 1 — Election of Directors

  7. Proposal No. 1 — Election of Directors

    | | The Board of Directors recommends that you vote FOR each of the nominees described below |

  8. Proposal No. 1 — Election of Directors

    Our Board currently has ten directors. Directors are elected annually for a one-year term concluding on the date of the next annual meeting of stockholders. Each director holds office until his or her successor has been elected and qualified or the director’s earlier resignation, death or removal. In September 2023, Dr. Wilensky informed the Board that she would not seek re-election and would be retiring from the Board at the Annual Meeting. The Board would like to thank Dr. Wilensky for her leadership and dedication to Quest Diagnostics’ foundational values during her more than 25 years of service on the Board. Upon the retirement of Dr. Wilensky, the size of the Board will be reduced to nine directors. After considering the recommendation of the Governance Committee, the Board nominated the nominees below to serve as directors of Quest Diagnostics. Each nominee currently is a director of the Company whose term expires at the Annual Meeting. The biography of each nominee contains information regarding the person’s service as a director of the Company, business experience, other public company director positions and the experience, qualifications, attributes and skills that led the Board to conclude that the person should serve as a director of the Company. The Board believes that each nominee possesses the qualities and experience that nominees should possess in accordance with the Company’s Corporate Governance Guidelines, which set forth the Company’s philosophy regarding Board composition and identify key qualifications and other considerations for the nomination of directors (the relevant portion of the Company’s Corporate Governance Guidelines is set forth below under the heading “Board Nomination Process” beginning on page 9). Each nominee has consented to serve if elected.

  9. Proposal No. 1 — Election of Directors

    | James E. Davis | | | Chairman, Chief Executive Officer and President Quest Diagnostics Incorporated Age: 61 Director since: 2022 | Mr. Davis became Chairman of the Board on April 1, 2023 and Chief Executive Officer and President of the Company on November 1, 2022, having served as CEO-Elect since February 3, 2022. Mr. Davis joined Quest Diagnostics in April 2013 as Senior Vice President, Diagnostics Solutions. He initially managed a portfolio of businesses and was instrumental in refocusing the Company on diagnostic information services. Mr. Davis was given positions of increasing responsibility and was named Executive Vice President, General Diagnostics in January 2017. Prior to joining Quest Diagnostics, Mr. Davis served as Lead Director, and then as Chief Executive Officer, of InSightec, Inc., a medical device company that designs and develops ultrasound ablation devices that are guided by magnetic resonance imaging systems. Previously, he held a number of senior positions in General Electric’s healthcare business, held leadership positions in General Electric’s aviation business and led the development of strategic and operational improvement initiatives for clients of McKinsey & Company, Inc. Qualifications, Skills and Expertise Mr. Davis has extensive executive experience, including in operations, general management, science, strategic planning and international operations, with large, complex corporations operating in the healthcare industry. |

  10. Proposal No. 1 — Election of Directors

    | 1 | | 2024 Proxy Statement |

  11. Proposal No. 1 — Election of Directors

    | Luis A. Diaz, Jr., M.D. | | | Head of the Division of Solid Tumor Oncology Memorial Sloan Kettering Cancer Center Age: 53 Director since: 2023 | Dr. Diaz has been the head of the division of solid tumor oncology at the Memorial Sloan Kettering Cancer Center since December 2016. Previously, he was a faculty member and physician at the Johns Hopkins University School of Medicine. He has founded several biotechnology companies, including Epitope, Inostics, PapGene (Thrive) and Personal Genome Diagnostics, Inc. Dr. Diaz’s early work provided the first definitive evidence for using circulating tumor DNA as cancer biomarker for screening, monitoring, and detection of occult disease. He discovered the therapeutic link between immunotherapy and cancer genetics in patients with mismatch repair deficient tumors, which led to the first tumor agnostic FDA approval for tumors with this genetic lesion and the first cancer study, published in 2022, that resulted in a 100% complete remission rate. Dr. Diaz served on the board of Jounce Therapeutics, Inc. from 2017 until it was acquired in 2023. He is the recipient of numerous awards and honors. Dr. Diaz was elected to the National Academy of Medicine in 2023 and in 2021 he was appointed by President Biden to the National Cancer Advisory Board of the National Institutes of Health. Qualifications, Skills and Expertise Dr. Diaz has extensive experience in healthcare, medical and science and strong management and strategic planning experience with enterprises engaged in healthcare, medical and science. | | Tracey C. Doi | | | Retired Chief Financial Officer and Group Vice President Toyota Motor North America, Inc. Age: 63 Director since: 2021 | Ms. Doi retired as Chief Financial Officer and Group Vice President of Toyota Motor North America, Inc. in 2022, after serving nearly twenty years as Chief Financial Officer. Ms. Doi joined Toyota in 2000 as Vice President, Corporate Controller and her responsibilities continued to expand upon her elevation to Chief Financial Officer in 2003. She currently serves on the board of Pentair plc and as an independent trustee of SunAmerica Series Trust and Season Series Trust. Ms. Doi served on the board of City National Bank, a Royal Bank of Canada Company, from 2016 to 2021, and on the Federal Reserve Bank of San Francisco Economic Advisory Council from 2009 to 2016. She is an active board member of the National Asian/Pacific Islander American Chamber of Commerce Foundation, National Association of Corporate Directors North Texas, 50/50 Women on Boards, International Women’s Forum – Dallas and the Japanese American National Museum. Qualifications, Skills and Expertise Ms. Doi has extensive executive experience, including in corporate finance, general management, strategic planning, operations, risk, enterprise systems, consumer focus, business analytics and transformation, with a multinational corporation operating in a complex industry. Ms. Doi also has experience with cybersecurity and technology matters. |

  12. Proposal No. 1 — Election of Directors

    | | 2024 Proxy Statement | 2 |

  13. Proposal No. 1 — Election of Directors

    | Vicky B. Gregg | | | Cofounder/Partner Guidon Partners LLC Retired Chief Executive Officer Blue Cross and Blue Shield of Tennessee Age: 69 Director since: 2014 | Ms. Gregg is a cofounder/partner of Guidon Partners LLC. She retired as Chief Executive Officer of Blue Cross Blue Shield of Tennessee in 2012. Prior to becoming Chief Executive Officer in 2003, Ms. Gregg served in a number of other leadership roles, including President and Chief Operating Officer. Before that, she held a series of senior roles at Humana Health Plans. Ms. Gregg served as a member of the U.S. National Institutes of Health Commission on Systemic Interoperability. She currently serves on the boards of Acadia Healthcare Company, Inc., Erlanger Health System and the Electric Power Board of Chattanooga, as well as the boards of several private companies, including MyEyeDr. Previously, Ms. Gregg served on several boards, including TeamHealth Holdings, Inc., then a public company, from 2013 to 2017 and First Horizon Corporation from 2011 to 2015. She has also served as Chair of America’s Health Insurance Plans, as a member of the BlueCross BlueShield Association, as Chair of the Board of the National Institute for Healthcare Management, and as a member of the Healthcare Leadership Council. Qualifications, Skills and Expertise Ms. Gregg has extensive executive and advisory experience, including in general management and strategic planning, with a range of health care organizations, and extensive experience with healthcare issues and the operation of the U.S. healthcare system, including as a practicing nurse. | | Wright L. Lassiter III | | | Chief Executive Officer Common Spirit Health Age: 60 Director since: 2020 | In August 2022, Mr. Lassiter became Chief Executive Officer of CommonSpirit Health, one of the country’s largest and most diverse health care organizations, with a network of 140 hospitals and more than 1,500 care sites across 21 states. Prior to joining CommonSpirit Health, he was President and Chief Executive Officer of Henry Ford Health System in Detroit, Michigan from December 2014 to 2022. Prior to that, he was Chief Executive Officer of Alameda Health System in Oakland, California from 2005 to 2014. Mr. Lassiter currently serves on the board of Fortive Corporation and is the Chair of the American Hospital Association. Previously he served on the boards of DT Midstream, Inc. from 2021 to 2023 and Henry Ford Health System and as Vice Chair for the Federal Reserve Bank of Chicago. Qualifications, Skills and Expertise Mr. Lassiter has extensive executive experience in the U.S. healthcare system, including in governance, strategic planning, market expansion, mergers and acquisitions, performance improvement and corporate turnaround. |

  14. Proposal No. 1 — Election of Directors

    | 3 | | 2024 Proxy Statement |

  15. Proposal No. 1 — Election of Directors

    | Timothy L. Main | | | Non-Executive Chairman WNS (Holdings) Limited Age: 66 Director since: 2014 | Mr. Main has been the Non-Executive Chairman of WNS (Holdings) Limited since September 2021. From 2000 until 2013 he was the Chief Executive Officer, and from 2013 until 2021 the non-executive Chairman of the Board, of Jabil, Inc., an electronic product solutions company providing comprehensive electronics design, manufacturing and management services to global electronics and technology companies. As Chief Executive Officer, Mr. Main led Jabil’s growth strategy, increasing annual revenues nearly five-fold to reach $17 billion in 2012, and expanding in Asia and other emerging markets. He also served on the board of SCP & Co Healthcare Acquisition Company from 2021 to 2022. Qualifications, Skills and Expertise Mr. Main has extensive executive experience, including in capital markets, technology, operations, corporate governance, strategic planning and general management in a complex global industry. Mr. Main also has experience with cybersecurity and technology matters. | | Denise M. Morrison | | | Founder, Denise Morrison & Associates, LLC Retired President and Chief Executive Officer Campbell Soup Company Age: 70 Director since: 2019 | Ms. Morrison is the founder of Denise Morrison & Associates, LLC, a consulting firm. She retired in 2018 as the President and Chief Executive Officer of Campbell Soup Company. Ms. Morrison joined Campbell in 2003, where she held positions of increasing responsibility. Prior to joining Campbell, she held executive management positions at Kraft Foods, Inc. from 2001 to 2003. Ms. Morrison is a director of MetLife, Inc. and Visa, Inc. and served as a director of Campbell Soup Company from 2010 to 2018 and a director of The Goodyear Tire & Rubber Company from 2005 to 2010. She is a member of the Board of Trustees for Boston College, the Business Council and the Advisory Council for Just Capital. Ms. Morrison previously served on the Advisory Board for Tufts Friedman School of Nutrition Science and Policy; the New Jersey Restart and Recovery Commission; President Trump’s Manufacturing Jobs Initiative; and President Obama’s Export Council. Qualifications, Skills and Expertise Ms. Morrison has extensive executive experience, including in consumer focus, corporate governance, general management and strategic planning, operations and marketing, with multinational corporations operating in consumer-focused, regulated industries. Ms. Morrison also has experience with cybersecurity and technology matters. |

  16. Proposal No. 1 — Election of Directors

    | | 2024 Proxy Statement | 4 |

  17. Proposal No. 1 — Election of Directors

    | Gary M. Pfeiffer | | | Retired Senior Vice President and CFO E.I. du Pont de Nemours and Company Age: 74 Director since: 2004 | Mr. Pfeiffer retired in 2006 as the Senior Vice President and Chief Financial Officer of E.I. du Pont de Nemours and Company. He joined DuPont in 1974, where he held positions of increasing responsibility in finance and international operations, as well as in various DuPont divisions. Mr. Pfeiffer served as Secretary of Finance for the state of Delaware from January through June 2009. Mr. Pfeiffer served as a director of Internap Corporation from 2007 to 2020, TerraVia Holdings, Inc. from 2014 to 2017 and Talbots, Inc. from 2005 to 2012. He served as the non-executive Chair of the Board of Directors of Christiana Care Health System, a regional hospital system located in Delaware, from 2012 to 2016. Qualifications, Skills and Expertise Mr. Pfeiffer has extensive executive experience, including in capital markets, corporate finance, accounting, international operations, general management, and strategic planning, with a multinational corporation operating in complex industries. Mr. Pfeiffer also has experience with cybersecurity and technology matters. | | Timothy M. Ring | | | Retired Chairman and Chief Executive Officer C. R. Bard, Inc. Age: 66 Director since: 2011 | Mr. Ring is our Lead Independent Director. He retired in 2017 as Chairman and Chief Executive Officer of C. R. Bard, Inc., positions in which he had served since 2003. Mr. Ring is a director of Becton, Dickinson and Company, and was director of C. R. Bard, Inc. from 2003 to 2017 and of CIT Group Inc. from 2005 to 2009. He is a co-founder of TeamFund, Inc., an impact fund and non-profit focused on delivering medical technology to Sub-Saharan Africa and India. Qualifications, Skills and Expertise Mr. Ring has extensive executive experience, including in corporate governance, strategic planning and international operations, with a multinational corporation operating in the healthcare industry. Mr. Ring also has experience with cybersecurity and technology matters. |

  18. Proposal No. 1 — Election of Directors

    THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE. PROXIES SOLICITED BY THE BOARD THAT HAVE BEEN SIGNED AND RETURNED WILL BE VOTED FOR EACH NOMINEE UNLESS OTHERWISE INSTRUCTED.

  19. Proposal No. 1 — Election of Directors

    | 5 | | 2024 Proxy Statement |

  20. Policies Regarding Hedging and Pledging our Common Stock; Window Periods

    | 2023 Director Compensation Table |

  21. Policies Regarding Hedging and Pledging our Common Stock; Window Periods

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Luis A. Diaz, Jr. | 100,467 | 179,941 | 280,408 | | Tracey C. Doi | 120,500 | 179,941 | 300,441 | | Vicky B. Gregg | 135,791 | 179,941 | 315,732 | | Wright L. Lassiter III | 120,500 | 179,941 | 300,441 | | Timothy L. Main | 135,500 | 179,941 | 315,441 | | Denise M. Morrison | 132,385 | 179,941 | 312,326 | | Gary M. Pfeiffer | 162,174 | 179,941 | 342,115 | | Timothy M. Ring | 166,000 | 179,941 | 345,941 | | Gail R. Wilensky | 124,875 | 179,941 | 304,816 |

  22. Executive Summary

    Incentive Compensation Outcomes and Alignment with Performance The Committee’s approach to annual incentive compensation generally has been to tie annual incentive compensation to key operating goals and to establish targets that are challenging, yet attainable. The average 2023 annual incentive payout for our named executive officers on our annual cash incentives under the Senior Management Incentive Plan (“SMIP”) was 78% of target. Payout on performance share awards for the three-year performance period ended December 31, 2023 was 186% of target. The following table summarizes annual incentive and performance share payouts for the two most recent performance periods for our named executive officers.

  23. Executive Summary

    | | Annual Incentive Payout (% of target) | Performance Share Payout for 3-year performance period (% of target) | | Performance period ended December 31, 2023 | 78 (average) | 186 | | Performance period ended December 31, 2022 | 131 (average) | 196 |

  24. Executive Summary

    The TSR shown combines stock price appreciation and reinvestment of dividends paid during the relevant performance period, thereby taking into consideration the effect of divergent dividend policies. Taken in the aggregate, the results of our annual and long-term incentive programs demonstrate that compensation has been sensitive to Company performance. Annex B sets forth historical payouts for our annual incentive compensation and performance share awards for each year since 2005. 2023 Compensation Program Changes In furtherance of our executive compensation philosophy, in February 2023, due to diminished demand for COVID-19 testing, the Committee determined to remove the COVID-19 response goal for purposes of 2023 annual incentive compensation and the COVID-19 revenue goal for the 2023-2025 performance share awards. Additionally, for the SMIP, the Committee determined to add the Company’s long-term ESG goals to the non-financial goals, which were weighted at 20%.

  25. Core Principles of Our Executive Compensation Philosophy

    | Component | Form | Purpose | | Base Salary | Cash (Fixed) | Provides a competitive level of pay that reflects the executive’s experience, role and responsibilities | | Annual Cash Incentive | Cash (Variable) | Rewards achievement of overall corporate financial and, to a lesser extent, non-financial results for the most recently completed fiscal year; may also reward achievement of individual results | | Long-Term Incentive | Equity Award (Variable) | Provides meaningful alignment with long-term financial and strategic growth goals that drive stockholder value creation and support the Company’s talent retention strategy |

  26. Core Principles of Our Executive Compensation Philosophy

    As shown in the chart below, the bulk of our senior executives’ compensation is performance based and variable in nature (90% for our CEO and an average of 80% for our other named executive officers in 2023). The chart reflects the target direct compensation for our named executive officers in effect at the end of 2023 and excludes the value of other benefits and perquisites. The chart on the right shows the mix of our 2023 long-term incentive equity awards for executive officers, consisting of performance shares, stock options, and RSUs. The Committee annually grants equity awards to a significant number of eligible employees under the Employee Plan. These awards may include performance shares, stock options and/or RSUs, and are designed to foster an alignment of stockholder interests with a broader group of employees, to incentivize these employees to continue to perform at a high level and to promote a culture of employee ownership. Additionally, a significant number of employees at all levels of the Company own our common stock through our Employee Stock Purchase Plan, under which employees may purchase our common stock at a discount, and our Quest Diagnostics Profit Sharing Plan (the “401(k) Plan”). None of our named executive officers has an employment agreement.

  27. Core Principles of Our Executive Compensation Philosophy

    | What We Do | What We Don’t Do | | Link executive pay with performance Maintain a discretionary clawback policy that covers both equity and cash incentive awards to current and former executive officers and key employees, as well as a Dodd-Frank compliant clawback policy Maintain share ownership and retention guidelines for executives and members of senior management Use three-year vesting for equity awards Measure performance for performance share awards over a single three-year performance period Provide for “double trigger” change-in-control vesting in equity awards: awards vest following a change in control only if the employee experiences a qualifying termination of employment Require a minimum vesting period of at least one year following grant (except for up to 5% of awards) Utilize an independent compensation consultant Conduct annual risk assessment of compensation plans Maintain an investor outreach program to incorporate feedback in our program Provide stockholders an annual “say on pay” vote Evaluate management succession and leadership development efforts on an ongoing basis | No excise tax gross-ups upon a change in control No supplemental pension benefits for executives No “single-trigger” vesting in connection with a change in control for equity awards No hedging or pledging or speculative transactions in our securities by directors and executive officers No repricing or buyouts of equity awards without stockholder approval No excessive perquisites No payment of dividends or dividend equivalents on performance shares No encouraging imprudent risk taking No employment agreements for executive officers |

  28. Independent Compensation Consultant

    Independent Compensation Consultant The Committee has retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant to assist it in carrying out its responsibilities. The following table provides information regarding Pearl Meyer.

  29. Independent Compensation Consultant

    Independent Compensation Consultant

  30. Independent Compensation Consultant

    | • | Reports directly to, and is directly accountable to, the Committee, which has sole authority to retain and terminate it, at Company expense. | | • | February 2024: the Committee determined Pearl Meyer is independent in accordance with SEC and NYSE rules and that there are no conflicts of interest. |

  31. Independent Compensation Consultant

    | 29 | | 2024 Proxy Statement |

  32. Independent Compensation Consultant

    | What They Do | | | Provide analyses and information regarding the three-year realizable pay of the Company’s executive officers and the three-year stockholder returns of the peer group Advise on the design of our executive compensation programs to ensure the linkage between pay and performance Provide related executive compensation advice and services to the Committee (e.g., advice regarding compensation peer group) | Provide analyses and information regarding market practices and trends in executive and non-employee director compensation for companies in our peer group and more broadly Periodically participate in private sessions of the Committee (without Company employees present) Periodically meet with the Committee’s Chair to discuss compensation matters Avoid ties to management that could jeopardize their fully independent status |

  33. Setting Executive Compensation

    Setting Executive Compensation The Committee establishes the Company’s executive compensation philosophy, oversees our executive compensation program and regularly monitors our executive compensation programs to ensure adherence to our philosophy and compliance with applicable guidelines and policies. The Committee is supported in its work by our Senior Vice President, Chief Human Resources Officer and her staff, as well as by Pearl Meyer. Within the framework of the executive compensation programs approved by the Committee, the Chief Executive Officer recommends to the Committee individual compensation for the executive officers, other than himself. These recommendations are based on market data and an assessment of both Company and individual performance. The Chief Executive Officer also recommends incentive compensation performance measures to align compensation with our corporate objectives. At the Committee’s request, he is present during the portions of Committee meetings in which compensation regarding the named executive officers other than the Chief Executive Officer is reviewed and decided, but the Committee retains the final authority for all such decisions. The Chief Executive Officer does not make any recommendations to the Committee regarding his own compensation and does not participate in portions of Committee meetings when his compensation is reviewed and decided. For each named executive officer, the Committee annually reviews performance and approves all elements of compensation, including base salary, annual incentive awards and long-term incentive awards, but excluding broad-based employee benefit programs. After the Committee approves the compensation of our named executive officers, the Committee reports its compensation determinations to the full Board. To assist the Committee with its review, our Human Resources department, in consultation with Pearl Meyer, annually prepares analyses of each named executive officer’s compensation, including tally sheets. The review includes current and prior-year compensation information regarding base salary, target and paid annual incentive compensation, deferred compensation activity and balances, aggregate equity grant values, perquisites, and any other compensation, as well as estimates of the amounts payable to each named executive officer upon termination of employment under various circumstances, including in connection with a change in control.

  34. Setting Executive Compensation

    Peer Group The compensation targets for, and compensation earned by, each named executive officer are analyzed relative to market data for comparable positions in a peer group. In 2023, the Committee reviewed the Company’s peer group and, after considering input from Pearl Meyer, added Illumina, Inc. The peer group currently consists of the following 14 companies, which generally are in the healthcare services, equipment and distribution industries.

  35. Setting Executive Compensation

    | * During 2023, PerkinElmer, Inc., which had been a member of the Company’s peer group, sold its Applied, Food and Enterprise Services business and renamed itself Revvity, Inc. Revvity, Inc. remains in the Company’s peer group. |

  36. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Our annual cash incentives reward the achievement of annual performance, including operating and strategic goals (both financial and non-financial). We generally pay annual incentives to our executive officers in accordance with the SMIP. Annual cash incentive payments to our named executive officers generally are subject to the achievement of specific performance goals and, if achieved, are scheduled to be paid on or before March 15th of the year following the completion of the performance year. The Committee generally has set performance goals with targets based on the Company’s operating plan and aligned with our strategy; non-financial goals may be objective or subjective in nature. The Committee’s approach to annual incentive compensation generally has been to:

  37. Annual Cash Incentive Compensation

    | • | Tie annual incentive compensation to key operating goals; | | • | Establish targets that are challenging, yet attainable; and | | • | Provide for a maximum payout of 200% of target upon achievement of extraordinary performance. |

  38. Annual Cash Incentive Compensation

    In recent years, the primary focus of the SMIP has been on revenue and profitability. Because the Committee believes that non-financial business objectives are also important, it also has incorporated non-financial metrics in the SMIP. The following table sets forth, for each of the past five years, the average annual cash incentive payments as compared to target for the named executive officers for that year. The Committee believes that these results demonstrate that annual incentive compensation has been sensitive to Company performance. For additional information, Annex B sets forth the annual cash incentive payments as compared to target for each year since 2005.

  39. Annual Cash Incentive Compensation

    | Year | Average Incentive Payment as Compared to Target (%) | | 2019* | 83 | | 2020** | 171 | | 2021 | 145 | | 2022** | 131 | | 2023 | 78 |

  40. Annual Cash Incentive Compensation

    | * Excludes the annual incentive payment to one former named executive officer because it was paid at a guaranteed level in connection with his joining the Company. | | ** Excludes one former named executive officer who forfeited his/her annual incentive payment upon resignation. |

  41. Annual Cash Incentive Compensation

    Annual Incentive Compensation Goals for 2023 For 2023, we paid annual incentive compensation under the SMIP to all the named executive officers. The Committee determined the incentive target for annual incentive compensation for each named executive officer, after considering the factors discussed above. For each named executive officer, the threshold, target and maximum performance criteria were established with payout opportunities set at one-quarter (25%), one-time (100%), and two-times (200%) the target incentive, respectively. For non-discretionary goals, rewards for performance levels between these levels were interpolated. Performance below threshold results in zero payout for that goal. The Committee may adjust performance measures based on objective criteria to focus on the operating performance of the Company, to avoid unintended compensation results and to ensure that participants are not inadvertently given incentives to avoid taking actions that are in the long-term interest of the Company and its stockholders. For 2023, annual cash incentive payouts for the named executive officers were based on performance measured against both financial and non-financial goals, the relative weightings for which were determined by the

  42. Annual Cash Incentive Compensation

    | | 2024 Proxy Statement | 32 |

  43. Annual Cash Incentive Compensation

    Committee based upon their determination of the relative importance of each measure. Each of the named executive officers was aligned to the same goals and the same weightings.

  44. Annual Cash Incentive Compensation

    | Weight (%) | Measure/Objective | | 40 | Adjusted diluted EPS | | 30 | Base Business revenue | | 10 | Acquired revenue | | 15 | Non-financial goals: medical quality, customer experience and employee experience | | 5 | Non-financial goals: qualitative ESG goals |

  45. Annual Cash Incentive Compensation

    The principal financial goals related to achieving budget targets for adjusted diluted EPS, base business revenues and acquired revenues. The financial goals were weighted heavily, as compared to non-financial goals, in order to provide a meaningful incentive for management to generate profitable growth. In light of the diminished demand for COVID-19 testing, the Committee determined to no longer utilize a COVID-19 response goal, as it had in 2020 through 2022 (as supplemental bonus opportunity in 2020, and as a standalone weighted metric in the design of the SMIP in 2021 and 2022). The non-financial goals were assigned an overall weighting of 20%, which was a 5% increase from 2022. The non-financial goals included quantitative metrics related to medical quality, customer experience and employee experience, as well as, new for 2023, a qualitative assessment of the Company’s progress in 2023 toward meeting long-term ESG goals. The ESG goals were developed based on the results of the Company’s ESG materiality assessment performed in 2022. The medical quality, customer experience and employee experience goals were included to drive operational excellence, to improve the customer experience and to position the Company for the future. The medical quality goals included measures such as tests not performed and revised reports; the customer experience goals included service quality measures such as patient service center wait time, customer satisfaction survey results and testing turn-around times. Quantitative employee experience goals included engagement survey and employee turnover metrics. These metrics were included because employee engagement levels, and the impact they have on employee turnover, are linked to our strategy to accelerate growth and drive operational excellence, and to our effort to deliver a superior customer experience. For 2023, the qualitative goals measured annual progress toward meeting long-term goals in equity and health access, employee and community engagement and environmental sustainability. These ESG goals were designed to align executive compensation with the Company’s ESG strategies, which are integral to our long-term business success. The Committee also determined that, in addition to the factors identified above, the annual incentive compensation of each executive officer was subject to a potential modification of up to 20% (positive or negative) of her or his annual incentive payout based on her or his individual performance (including the performance of the portions of the business for which the person had responsibility). The Committee determined that after the end of 2023, it would review each executive’s individual performance and determine the modification to the annual incentive payout, if any. The Committee further determined that, unless the Company achieved attainment of its base revenue growth target at a level exceeding 90% of target payout, payout on the non-financial goals (medical quality/customer experience/employee engagement/ESG strategy) would be capped at 125% of target. For 2023, the achieved payout of the base business revenue goal exceeded 90% of target. Annual Incentive Compensation Determinations for 2023 After the conclusion of 2023, and following deliberation on each of the items below, the Committee determined annual incentive compensation for 2023.

  46. Annual Cash Incentive Compensation

    | 33 | | 2024 Proxy Statement |

  47. Annual Cash Incentive Compensation

    The following table shows the financial goals, the relative weight allocated to each, results and resulting payout factors for 2023.

  48. Annual Cash Incentive Compensation

    | Weight (%) | Measure/Objective | Thresold ($) | Target ($) | Max ($) | Results ($) | Weighted Payout Factor % | | 40 | Adjusted diluted EPS | 8.40 | 9.00 | 9.45 | 8.71 | 25.6 | | 30 | Base business revenue attainment | 8,507MM | 8,681MM | 8,855MM | 8,983MM | 60.0 | | 10 | Acquired revenue | 85MM | 170MM | 212MM | 46MM | 0.0 |

  49. Annual Cash Incentive Compensation

    The Committee made the following determinations regarding other goals.

  50. Annual Cash Incentive Compensation

    | • | Non-financial goal. Performance in respect of the quantitative medical quality, customer experience, and employee experience goals was 84% of target. With respect to the qualitative assessment of progress in 2023 toward meeting the long-term ESG goals, the Committee assessed overall performance at 95% of target. The Committee determined that there were significant achievements in 2023 across all three focus areas (equity and health access, employee and community engagement, and environmental sustainability). Based on the quantitative and qualitative assessments made by the Committee, the weighted payout factor for the overall non-financial goal was 17.4%. |

  51. Annual Cash Incentive Compensation

    Taking into account the weighted payout factors for each of the financial measures and the overall non-financial goal, the calculated payout factor for the SMIP was 103.0%. Notwithstanding the calculated results, the Committee determined to apply a 25% reduction to the calculated results under the SMIP. This reduction was taken to further recognize the shortfall from target in profitability (adjusted diluted EPS) despite actions taken to lower costs. Drivers of the shortfall included sharply reduced COVID-19 revenue, and increased employee and other costs. After giving effect to the reduction, the SMIP calculated payout factor was 77.25% of target. After assessing the individual performance of each named executive officer, the Committee determined not to modify their annual incentive payouts for 2023, except for Mr. Kuppusamy’s award. Based on its assessment, the Committee determined to apply a positive modifier of 5% to Mr. Kuppusamy’s incentive payout, which reflected the Committee’s evaluation of a number of factors, including the performance of the business areas for which Mr. Kuppusamy was responsible and his strong contributions in connection with leadership of our AI initiatives. After giving effect to the positive modifier for Mr. Kuppusamy, the average 2023 annual incentive payout for our named executive officers on our annual cash incentives under the SMIP was 78% of target. The following table shows the weighted payout factors for the goals and the total resulting payout factor for 2023 for all the named executive officers except Mr. Kuppusamy.

  52. Annual Cash Incentive Compensation

    | Weight (%) | Measure/Objective | Weighted Payout Factor % | | 40 | Adjusted diluted EPS | 25.6 | | 30 | Base Business revenue attainment | 60.0 | | 10 | Acquired revenue | 0.0 | | 20 | Non-financial goal | 17.4 | | | Subtotal | 103.0 | | | Adjustment for profitability | (25.75) | | | Total | 77.25 |

  53. Annual Cash Incentive Compensation

    The total payout factor for Mr. Kuppusamy was 81.11% (reflecting the 5% modifier awarded based on the results of the Committee’s assessment of his individual performance). From time to time, the Committee makes adjustments to the Company’s financial results based on objective criteria for purposes of calculating performance under the SMIP. Set forth in the following table are items, identified by the Committee, for which it may make adjustments. As a matter of policy, the Committee seeks to apply these principles consistently from year to year.

  54. Annual Cash Incentive Compensation

    | | 2024 Proxy Statement | 34 |

  55. Annual Cash Incentive Compensation

    | Quest Diagnostics Policy: Items for Which the Committee May Make Adjustments | | | • Gains and losses from the sale of a business | • Material legal settlements | | • Charges related to the impairment of goodwill or intangible assets | • Cumulative or one-time effect from accounting changes | | • Charges related to reorganization and restructuring programs | • Effects of changes in tax laws or the rate on deferred tax assets and liabilities | | • Charges related to the acquisition or integration of a company or business | • Items included in or excluded from ordinary income (including significant unusual or infrequently occurring items) or described in Management’s Discussion and Analysis of Financial Performance included in the Company’s Annual Report on Form 10-K |

  56. Annual Cash Incentive Compensation

    The Committee may make adjustments based on these items because:

  57. Annual Cash Incentive Compensation

    | • | These items may be outside the control of participants and could create “windfall” benefits or undue penalties (for example, changes in tax laws or accounting standards); and | | • | Impact from these items could distract management from focusing on operating performance by penalizing participants for taking actions in the long-term interest of the Company and its stockholders (for example, a restructuring of operations) that might in the short term negatively impact a performance measure. |

  58. Annual Cash Incentive Compensation

    In accordance with this policy, the Committee made the adjustments set forth in the table below to the Company’s diluted EPS for fiscal year 2023 for purposes of calculating performance under the SMIP.

  59. Items Adjusted for in 2023 Annual Incentive Calculations

    Items Adjusted for in 2023 Annual Incentive Calculations

  60. Items Adjusted for in 2023 Annual Incentive Calculations

    | | Diluted EPS ($) | | Diluted EPS, as reported | $7.49 | | Restructuring and integration charges | 0.29 | | Impairment of long-lived assets | 0.19 | | Losses on strategic investments | 0.02 | | Amortization expense | 0.70 | | Excess tax benefits related to stock-based compensation | (0.10) | | Other | 0.12 | | Total adjustments | $1.22 | | Adjusted diluted EPS for incentive purposes | $8.71 |

  61. Items Adjusted for in 2023 Annual Incentive Calculations

    The adjustments made by the Committee are the same as those approved by the Audit and Finance Committee and disclosed when reporting our 2023 financial performance in our quarterly earnings press releases. For 2023, the target incentives and payouts for the named executive officers are summarized in the following table. Under the SMIP, annual incentive compensation payments generally are calculated based on salary actually paid and accordingly reflect changes in salary rate during the year.

  62. Items Adjusted for in 2023 Annual Incentive Calculations

    | | 2023 Target Incentive as a % of Salary | 2023 Actual Payment as a % of Target | 2023 Actual Payment as a % of Salary | 2023 Actual Payment ($) | | James E. Davis | 150 | 77.25 | 115.9 | 1,361,531 | | Sam A. Samad | 90 | 77.25 | 69.5 | 451,913 | | Catherine T. Doherty | 80 | 77.25 | 61.8 | 370,800 | | Michael E. Prevoznik | 70 | 77.25 | 54.1 | 293,357 | | Karthik Kuppusamy | 70 | 81.11 | 56.8 | 290,991 |

  63. Items Adjusted for in 2023 Annual Incentive Calculations

    | 35 | | 2024 Proxy Statement |

  64. Items Adjusted for in 2023 Annual Incentive Calculations

    Had the Committee not made the adjustments to diluted EPS discussed above, the payouts would have been:

  65. Items Adjusted for in 2023 Annual Incentive Calculations

    | | 2023 Payment as a % of Target | 2023 Payment as a % of Salary | 2023 Payment ($) | | James E. Davis | 58.05 | 87.1 | 1,023,131 | | Sam A. Samad | 58.05 | 52.2 | 339,593 | | Catherine T. Doherty | 58.05 | 46.4 | 278,640 | | Michael E. Prevoznik | 58.05 | 40.6 | 220,445 | | Karthik Kuppusamy | 60.95 | 42.7 | 218,667 |

  66. Items Adjusted for in 2023 Annual Incentive Calculations

    2023 Conclusion Overall, the Committee believes that the annual incentive payments made to our named executive officers for 2023 were consistent with the objectives of our executive compensation program.

  67. Long-Term Incentive Awards

    Long-Term Incentive Awards Introduction We design our long-term incentive awards to:

  68. Long-Term Incentive Awards

    | • | Align management’s compensation opportunities with the interests of our stockholders; | | • | Provide long-term compensation opportunities consistent with market practice; | | • | Incent and reward long-term value creation; and | | • | Incent management retention. |

  69. Long-Term Incentive Awards

    To achieve these objectives, we award long-term incentives to our named executive officers annually in the form of equity awards. The following table shows the awards that we issued in 2023:

  70. Long-Term Incentive Awards

    | Component | Weight (% of Award Value) | Time Horizon for Value Creation | Vesting | Purpose | | Performance Shares | 50 | 3 years | Performance-based 3-year cliff vesting | • Align executives with stockholders • Provide strong links with strategy and operating metrics • Performance-based vesting | | RSUs | 25 | 3 years | In 1/3rd increments annually over 3 years | • Align executives with stockholders • Provide retention incentives • Provide incentives to preserve stock value • Balance long-term incentive package | | Stock Options | 25 | 10 years | In 1/3rd increments annually over 3 years | • Align executives with stockholders • Highlight stock price appreciation as a key indicator of success |

  71. Long-Term Incentive Awards

    The time horizons shown operate in conjunction with, and in addition to, our stock ownership and retention requirements. In determining the value of the long-term incentive component of each named executive officer’s compensation, the Committee considers, among other factors:

  72. Long-Term Incentive Awards

    | • | The value of similar incentive awards to executive officers in the peer group; | | • | The executive’s scope of responsibility and experience, as well as market opportunities that may be available to the executive; and | | • | The performance of the Company and the executive, and the executive’s contribution to meeting the Company’s objectives. |

  73. Long-Term Incentive Awards

    | | 2024 Proxy Statement | 36 |

  74. Long-Term Incentive Awards

    The Committee is responsible in its use of equity as long-term incentive compensation and regularly monitors the use of equity compensation for executives and the Company as a whole from a competitive standpoint. The Committee believes that our equity awards, which emphasize performance shares for our named executive officers, reflect a focus on pay for performance and competitive considerations in support of our business strategy. The program also fosters the ownership culture that the Committee seeks to encourage among our employees. Timing of Equity Awards; Awards Committee It has been the Committee’s practice to make annual equity grants after we announce our prior year’s earnings. It also has been the Committee’s practice to make equity grants to new hires and promoted employees, and other grants in special cases, from time to time as appropriate. The Awards Committee, created by the Board, consists of one director, and has authority to grant certain equity awards under the Employee Plan and to make corrections to awards approved by the Compensation and Leadership Development Committee, to the extent the Awards Committee determines that corrections are necessary or appropriate to carry out the Compensation and Leadership Development Committee’s intentions. At this time, the Awards Committee consists of James E. Davis. The Awards Committee is authorized to grant the full range of awards that can be issued under the Employee Plan. There are, however, significant limits on awards that the Awards Committee may grant. These include: (i) a prohibition on awards to executive officers; (ii) a prohibition on awards to any individual whose base salary exceeds a threshold amount; (iii) an annual limit on awards granted to any individual; and (iv) an annual limit on aggregate awards granted. It is expected that the Awards Committee will approve awards from time to time as it determines appropriate, and that the awards will be issued for, among other purposes, new hires, promoted employees, employee retention and special recognition awards, including for high-performing employees who generally are not eligible for annual equity awards. The Awards Committee regularly reports to the Compensation and Leadership Development Committee awards granted by, and corrections made by, the Awards Committee. In 2023, 8,862 stock options, 4,070 performance shares, and 36,179 RSUs were granted by the Awards Committee. Approach to Performance Share Awards For each year since 2005, the Committee has included an annual grant of performance shares in the long-term incentive awards to certain of our employees, including our executive officers. Performance shares encourage a long-term view and reinforce the link between financial results and rewards. Our performance shares have been generally based on a single three-year performance period and reward financial and operational performance during that period. The value that they provide depends on the level of achievement of predefined performance goals over the multi-year performance period. If minimum performance levels are not achieved, the performance shares are forfeited and provide no value. New performance share awards are made each year, and accordingly, participating named executive officers will participate in up to three overlapping performance periods during each year. For each performance share award, the Committee establishes base-year performance levels, target performance levels and the measurement period. When the Committee is determining the payout under the performance measure, it may adjust items in the Company’s operating results and base-year performance levels using objective criteria (generally under the same categories identified above in the discussion of annual incentive compensation, and for the same reasons). No performance shares will be earned if a specified minimum performance level is not achieved. For performance above the threshold level, payment will vary with actual performance achieved, up to a maximum payment of two times the target level. Determination of the shares payable pursuant to each award is made after the end of the performance period. The Committee’s approach to performance shares has been to establish targets that are challenging, yet attainable, and to provide that a maximum payout of 200% of target requires extraordinary performance. The Committee adopted the use of average return on invested capital (“ROIC”) and revenue compound annual growth rate (“CAGR”) as performance share metrics in 2012 and has continued to use these metrics, with relative TSR added as a metric in 2020. ROIC is defined for purposes of performance shares as (i) net operating profit after tax (“NOPAT”) divided by (ii) the sum of average total debt and stockholders’ equity (Invested Capital). In addition to being well supported by our stockholders, the use of ROIC holds management accountable for efficient use of capital and further links executive compensation to value creation.

  75. Long-Term Incentive Awards

    | 37 | | 2024 Proxy Statement |

  76. Long-Term Incentive Awards

    The following table sets forth the aggregate performance share payouts over the past five years, as compared to target, for the named executive officers then in office. For additional information, Annex B sets forth the payments as compared to target for performance shares for each year since 2005.

  77. Long-Term Incentive Awards

    | Performance Period | Year Paid | Performance Share Payout as Compared to Target (%) | | 2017 – 19 | 2020 | 80 | | 2018 – 20 | 2021 | 195 | | 2019 – 21 | 2022 | 200 | | 2020 – 22 | 2023 | 196 | | 2021 – 23 | 2024 | 186 |

  78. Long-Term Incentive Awards

    The Committee believes that these results demonstrate that performance share payouts have been sensitive to Company performance. Determination of February 2020 Performance Shares In February 2023, the Committee determined payment for performance shares awarded in February 2020. At the time of grant, the Committee established base-year performance levels, performance measures, target performance levels and the measurement period. The performance measures were the Company’s revenue CAGR (50% weight), the Company’s average ROIC (30% weight) and relative TSR (20% weight) during the performance period (calculated in accordance with the plan, subject to adjustment as discussed above). The measurement period was January 1, 2020 to December 31, 2022. The following table shows the targeted performance levels (awards for performance between these percentiles are interpolated on a straight-line basis).

  79. Long-Term Incentive Awards

    | Performance Shares Earned (as multiple of target number of shares) | Revenue CAGR (%) | Average Adjusted ROIC (%) | Relative TSR (%) (2020-2022) | | 0.25 | 0.5 | 8.27 | N/A | | 0.50 | N/A | N/A | 25th | | 0.95 | N/A | 9.58 | N/A | | 1.00 | 3.0 | 9.73 | 50th | | 2.00 | 4.0 | 10.22 | 75th |

  80. Long-Term Incentive Awards

    The following table shows the actual performance levels for each of the performance measures during the measurement period, as determined by the Committee. As a result of these performance levels, the number of performance shares earned during the performance period was 196% of target.

  81. Long-Term Incentive Awards

    | | Results (%) | Weighted Payout Factor (%) | | Revenue CAGR | 8.6 | 100.0 | | Average Adjusted ROIC | 14.8 | 60.0 | | Relative TSR | 70th | 35.9 |

  82. Long-Term Incentive Awards

    | | 2024 Proxy Statement | 38 |

  83. Long-Term Incentive Awards

    The following table shows the 2020 performance shares actually earned by each of the named executive officers.

  84. Long-Term Incentive Awards

    | | 2020 Performance Shares Earned | | James E. Davis | 15,204 | | Sam A. Samad* | N/A | | Catherine T. Doherty | 9,917 | | Michael E. Prevoznik | 8,595 | | Karthik Kuppusamy | 1,985 |

  85. Long-Term Incentive Awards

    | * Mr. Samad did not receive a grant of performance shares in 2020, as he was not an employee of the Company at that time. |

  86. Long-Term Incentive Awards

    The table below shows the Company’s adjusted ROIC results for each of the three years during the performance period.

  87. Long-Term Incentive Awards

    | | 2020 | 2021 | 2022 | 3 Year Average | | ROIC % | 14.8 | 17.7 | 11.7 | 14.8 |

  88. Long-Term Incentive Awards

    In accordance with the Company’s policy, in determining the Company’s ROIC for purposes of performance shares, NOPAT (i.e., net income attributable to the Company excluding interest expense) for each year in the performance period was adjusted to reflect the same adjustments used to calculate diluted EPS for purposes of the SMIP for the relevant year. The Committee made these adjustments based on the same pre-determined objective criteria, and for the same reasons, as described above in connection with the SMIP. The adjustments made by the Committee had the effect of decreasing ROIC for the performance period. The following table shows the performance levels for each of the performance measures during the period had the adjustments described above not been made.

  89. Long-Term Incentive Awards

    | | Results (%) | Weighted Payout Factor (%) | | Revenue CAGR | 8.6 | 100 | | Average Adjusted ROIC (%) | 15.0 | 60 |

  90. Long-Term Incentive Awards

    As a result of these performance levels, the number of performance shares earned during the performance period would have been 196% of target, and the shares earned by each executive officer would have been the same as those actually earned. 2023 Equity Awards In February 2023, the Committee awarded long-term compensation for 2023 to our Chief Executive Officer and the other named executive officers, resulting in the equity awards shown for them in the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards Table” beginning on pages 43 and 44, respectively. We continued to use stock options as a component of our equity awards because they align incentives with stockholder interests by rewarding appreciation in stock price. We believe that stock options are an appropriate incentive to motivate our employees. We also continued to use RSUs as a component of our equity awards because they provide retention incentives under diverse scenarios. RSUs also foster an ownership culture, help motivate employees to perform across business cycles and are aligned with stockholder value creation. The Committee also approved awards: (i) to our other more senior equity award recipients, consisting of the same mix of awards as those received by our named executive officers; and (ii) to less senior participants in the program, consisting solely of RSUs or a mix of stock options and RSUs. In addition, to increase the reach of the Company’s equity awards program and its benefits, and to enhance the competitiveness of the Company’s compensation program, the Committee continues to include director-level employees in the pool of employees receiving equity awards.

  91. Long-Term Incentive Awards

    | 39 | | 2024 Proxy Statement |

  92. Long-Term Incentive Awards

    Due to the diminished impact of the COVID-19 pandemic on the operating environment, the Committee ceased measuring base business revenues and COVID-19 testing revenues separately during the performance period for purposes of performance shares awarded in 2023, as it had for performance shares awarded in 2021 and 2022. As a result, the calculation of the CAGR for the Company’s base business revenue includes COVID-19 revenues earned during the performance period, in comparison to the Company’s revenue during the baseline year of 2022, excluding revenues associated with COVID-19 testing. The weighting of the revenue CAGR metric was increased to its pre-COVID-19 weighting of 50% from its 2022 weighting of 35%. The performance measures for the 2023 performance share awards, and the relative weighting of the metrics, are as follows: the CAGR of the Company’s revenue, including COVID-19 revenue (50% weight); average ROIC (30% weight); and relative TSR (measured relative to the companies included in the S&P 500 Healthcare Index) (20% weight). These metrics support key tenets of our business strategy. The target performance shares subject to the 2023 performance share awards will be earned over a single three-year period ending December 31, 2025, and will be paid out in shares of the Company’s common stock after the end of the performance period to the extent that the performance level is achieved. Determination of the shares payable pursuant to the 2023 performance share awards will be made after the end of the performance period. Since 2012, when we began issuing performance shares with performance metrics based on the Company’s average ROIC and revenue CAGR, it has been the Company’s practice to disclose the performance targets for these measures at the conclusion of the performance period, but not at the inception of the performance period. We believe that disclosure of average ROIC and revenue CAGR performance targets at the inception of a single three-year performance cycle could work to our competitive disadvantage. Our targets are linked to our budget and to forecasts and projections that we, like other companies with which we compete, do not routinely disclose publicly, or disclose only in general terms. If we were to disclose these targets, our competitors would gain an informational advantage that could enable competitors to anticipate our strategies and take steps to counter them. In this regard, we note that these performance metrics—average ROIC and revenue CAGR—are absolute, not relative to performance of other companies, and different from other measures that may not be as competitively sensitive. Thus, the Company currently believes that it is in the best interest of its stockholders to continue its practice of disclosing the performance targets relating to average ROIC and revenue CAGR at the conclusion of the performance period, but not at the inception of the performance period. The Company believes that its performance metric based on cumulative COVID-19 revenues has characteristics similar to the performance metrics based on average ROIC and revenue CAGR and thus, it will disclose the performance target for this metric only at the conclusion of the performance period. We believe that these concerns do not apply at this time to our relative TSR performance metric. Accordingly, we disclose in our annual proxy statement, in the year of grant, the relative TSR performance metric for our performance share awards. The relative TSR performance metric for our 2023 performance shares is set forth in the following table.

  93. Long-Term Incentive Awards

    | Relative TSR* | | | Greater Than or Equal to 75th Percentile | 2 x 20% x Target Performance Shares | | Equal to 50th Percentile | 1 x 20% x Target Performance Shares | | Equal to 25th Percentile | 0.5 x 20% x Target Performance Shares | | Less Than 25th Percentile | 0 x 20% x Target Performance Shares |

  94. Long-Term Incentive Awards

    | * The Earnings Multiple for Relative TSR between the percentiles designated in the above table will be interpolated. |

  95. Long-Term Incentive Awards

    | 2024 Actions |

  96. Long-Term Incentive Awards

    February 2021 Performance Share Payment Determination. In February 2024, the Committee determined payment for performance shares awarded in February 2021. The performance period for those awards ended on December 31, 2023. The performance measures were the Company’s base business revenue CAGR (35% weight), the Company’s cumulative COVID-19 revenue (15% weight), the Company’s average ROIC (30% weight), and relative TSR (20% weight) (in each case the results associated with each metric were calculated in accordance with the plan, subject to adjustment based on objective criteria as discussed above). The Committee determined that the earnings multiple applicable to these awards during the performance period was 186% of target. Determination of these awards will be discussed in the Compensation Discussion and Analysis included in our 2025 proxy statement. Changes to Compensation in 2024. In February 2024, the Committee adopted performance measures for the 2024 performance shares. The performance measures for the 2024 performance shares, and the relative weighting of the

  97. Long-Term Incentive Awards

    | | 2024 Proxy Statement | 40 |

  98. Long-Term Incentive Awards

    metrics, are: the CAGR of the Company’s revenues, including COVID-19 revenues in both the baseline year of 2023 and during the performance period (50% weight), average ROIC (30% weight), and relative TSR (measured relative to the companies included in the S&P 500 Healthcare Index) (20% weight).

  99. Long-Term Incentive Awards

    | Other |

  100. Long-Term Incentive Awards

    Benefits All eligible employees, including the named executive officers, are entitled to participate in the tax-qualified 401(k) Plan. All employees whose base salary exceeds a required threshold level, including the named executive officers, are entitled to participate in the non-qualified Supplemental Deferred Compensation Plan (“SDCP”). In the 401(k) Plan, participants may defer a portion of their eligible cash compensation up to limits established by law. The purposes of the 401(k) Plan and the SDCP are to provide eligible employees an opportunity to save for their retirement and, through Company matching contributions and credits, to provide supplemental retirement income to help us compete in the market for talented employees. For additional information regarding the SDCP, see “2023 Nonqualified Deferred Compensation Table” on page 47. As part of his or her total compensation package, each named executive officer is eligible to participate in our broad-based employee benefit plans, such as medical, dental, group life insurance and disability plans and the Employee Stock Purchase Plan. Each of these benefits is provided on the same basis as available to other exempt employees. Our benefits are designed to attract and retain talented employees and to provide them with competitive benefits. Perquisites Perquisites represent a minor component of executive compensation. We provide perquisites that we believe are reasonable and competitive. In 2023, Mr. Davis and his family used Company aircraft for personal travel. Pursuant to an aircraft timesharing agreement approved by the Committee, Mr. Davis must reimburse the Company for its aggregate incremental cost arising out of personal use of Company aircraft after the aggregate incremental cost to the Company of personal use, in combination with the cost of Company-reimbursed driver and vehicle costs, exceeds a threshold amount in a year. Named executive officers also are eligible for executive health physical exams and financial planning services. Named executive officers required to relocate upon hire or due to a change in work location are eligible for relocation benefits. Perquisites provided are disclosed in the “2023 Summary Compensation Table” beginning on page 23. Severance The Company’s Executive Officer Severance Plan (“Severance Plan”) covers the named executive officers. No named executive officer will receive any severance benefits solely as a result of a change in control. For additional information, see “2023 Potential Payments upon Termination or Change in Control” beginning on page 48. We believe that the severance benefits provided to our named executive officers are consistent with market practice and are appropriate recruiting and retention tools. The named executive officers have agreed to non-competition and non-solicitation covenants for a period following termination of employment.

  101. Recoupment Policies

    Recoupment Policies In November 2023, the Committee adopted a recoupment policy (commonly known as a “clawback” policy) that is compliant with the new SEC and NYSE requirements under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. In addition, we maintain an Incentive Compensation Recoupment Policy (the “Policy”). The Policy covers all of our current and former executive officers, our principal accounting officer and any other employee who receives an equity award under our Employee Plan. Under the Policy, incentive compensation (including without limitation cash and equity awards (whether vested or unvested)) is subject to recoupment and recovery by the Company, including after an award has been settled or paid, if a performance measure considered by the Compensation and Leadership Development Committee in making the award is adjusted or restated in a manner that would have had the effect of reducing the size of the award when made. In addition, if a covered employee engaged in gross negligence or intentional misconduct that contributed to the award or payment of incentive compensation that is greater than would have been paid or awarded absent the misconduct, we may seek to recover the entire award or payment, or take other remedial and recovery action, as determined by the

  102. Compensation and Leadership Development Committee Report

    | 2023 Summary Compensation Table |

  103. Compensation and Leadership Development Committee Report

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | James E. Davis | 2023 | 1,175,000 | – | 7,290,745 | 2,499,848 | 1,361,531 | 346,710 | 12,673,834 | | Chairman, Chief Executive Officer and President | 2022 | 805,769 | – | 8,542,446 | 1,249,946 | 1,082,853 | 202,012 | 11,883,027 | | | 2021 | 625,385 | – | 1,567,373 | 689,871 | 816,690 | 72,022 | 3,771,341 | | Sam A. Samad | 2023 | 650,000 | – | 1,968,594 | 674,882 | 451,913 | 229,725 | 3,975,114 | | Executive Vice President and Chief Financial Officer | 2022 | 300,000 | 1,200,000 | 3,330,906 | 624,865 | 725,693 | 87,518 | 6,268,982 | | Catherine T. Doherty | 2023 | 600,000 | – | 1,604,093 | 549,846 | 370,800 | 34,105 | 3,158,844 | | Executive Vice President, Regional Businesses | 2022 | 594,231 | – | 1,234,571 | 424,854 | 580,500 | 39,154 | 2,873,309 | | | 2021 | 575,000 | – | 1,090,337 | 479,939 | 625,744 | 40,563 | 2,811,583 | | Michael E. Prevoznik | 2023 | 542,500 | – | 1,020,747 | 349,948 | 293,357 | 45,368 | 2,251,920 | | Senior Vice President and General Counsel | 2022 | 535,000 | – | 1,016,786 | 349,798 | 487,796 | 53,920 | 2,443,300 | | Karthik Kuppusamy | 2023 | 512,500 | – | 875,090 | 299,811 | 290,991 | 36,813 | 2,015,205 | | Senior Vice President, Clinical Solutions | | | | | | | | |

  104. Compensation and Leadership Development Committee Report

    | (1) Includes amounts deferred by named executive officers into the 401(k) Plan and the SDCP (see “2023 Nonqualified Deferred Compensation Table” on page 47). | | (2) Represents the aggregate grant date fair value, based on the valuation methodology (including assumptions) set forth in footnote 18 to the Consolidated Financial Statements of Quest Diagnostics Incorporated and its Subsidiaries, as filed with the SEC in the Company’s Annual Report on Form 10-K for 2023, of the performance share awards and RSUs granted. Performance shares are valued at target. If the performance share awards were valued at maximum, the amounts shown in the column for 2023 would be for Mr. Davis, $12,081,385; for Mr. Samad, $3,262,104; for Ms. Doherty, $2,658,085; for Mr. Prevoznik, $1,691,482; and for Mr. Kuppusamy, $1,450,046. | | (3) Represents the aggregate grant date fair values of the awards, based on the valuation methodology (including assumptions) set forth in footnote 18 to the Consolidated Financial Statements of Quest Diagnostics Incorporated and its Subsidiaries, as filed with the SEC in the Company’s Annual Report on Form 10-K for 2023. | | (4) Represents payments of non-equity incentive plan compensation under the SMIP in respect of the year earned and includes amounts deferred under the SDCP. See the discussion regarding annual incentive compensation in “Compensation Discussion and Analysis” beginning on page 23 for further information regarding the performance measures. |

  105. Compensation and Leadership Development Committee Report

    | 2023 Grants of Plan-Based Awards Table |

  106. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables Please see “Compensation Discussion and Analysis,” beginning on page 23, for additional information regarding: (i) the material terms of targets noted in the 2023 Summary Compensation Table; (ii) the amount of salary and bonus in proportion to total compensation; and (iii) our share ownership and retention guidelines. No named executive officer participates in a Company-sponsored tax-qualified defined benefit plan or non-qualified supplemental defined benefit plan. Key Terms of Equity Awards Granted in 2023. Annual Equity Awards. Performance shares, options and RSUs were awarded to the named executive officers in February 2023. Each option generally has a term of ten years, subject to earlier expiration upon termination of employment. Options and RSUs generally vest ratably over a three-year period and performance shares generally vest on February 23, 2026. Dividend equivalents are payable on the RSUs in the same amounts, if any, as dividends are paid on the Company’s outstanding shares of common stock. We do not pay dividend equivalents on performance shares. After RSUs and performance shares have vested and settled by the delivery of shares of common stock, those shares receive dividends on the same basis as all other outstanding shares of the Company’s common stock. In general, any awards of options, RSUs or performance shares that have not vested as of the date of an employee’s termination of employment are cancelled. In the event of termination due to death, disability or retirement, however, awards vest in full (provided that the retirement occurs after the one-year anniversary of the grant date). In the case of retirement, vested stock options remain exercisable for up to five years following retirement. In the event of involuntary termination without “cause” or as a result of a divestiture, the employee will vest in a pro rata number of performance shares based on the number of months in the performance period that have lapsed from the grant date to the termination date. Performance shares that vest in connection with termination of employment remain nevertheless subject to the earn-out requirements based on Company performance during the performance period ending December 31, 2025, and are paid only at the end of the three-year performance period and only to the extent that the performance conditions have been satisfied. Retirement means the voluntary cessation of employment by the employee upon the attainment of age sixty (60) and the completion of not less than five (5) years of service with the Company; provided, however, that there is no basis for the Company to terminate the employment of the Employee for “cause” at the time of the employee’s voluntary cessation of employment. The definition of “cause” is provided under “2023 Potential Payments upon Termination or Change in Control” beginning on page 48). In addition, the awards vest on an accelerated basis following a “change in control” only if, within two years after the change in control, the named executive officer’s employment is terminated by the Company without “cause” or by the named executive officer for “good reason” (the definition of “good reason” is provided under “2023 Potential Payments upon Termination or Change in Control” beginning on page 48), or if the surviving entity in the change in control does not agree to assume the awards or grant substitute awards that present similar economic opportunity. A “change in control” occurs if and when:

  107. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | (i) | any person becomes the beneficial owner of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities; or | | (ii) | a majority of the Company’s directors are not “continuing directors;” or | | (iii) | the Company consummates any of the following transactions that are required to be approved by stockholders: (a) a transaction in which the Company ceases to be an independent publicly-owned corporation, (b) the sale or other disposition of all or substantially all of the Company’s assets or (c) a plan of partial or complete liquidation of the Company. |

  108. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | 45 | | 2024 Proxy Statement |

  109. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | Outstanding Equity Awards at 2023 Fiscal Year-End |

  110. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    This table provides information regarding stock option and unvested stock awards held at December 31, 2023.

  111. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Davis | 2/21/2017 | 55,093 | - | $95.80 | 2/21/2027 | - | - | - | - | | | 2/19/2018 | 48,555 | - | $103.57 | 2/19/2028 | - | - | - | - | | | 2/18/2019 | 60,450 | - | $86.63 | 2/18/2029 | - | - | - | - | | | 2/18/2020 | 40,120 | - | $112.17 | 2/18/2030 | - | - | - | - | | | 2/17/2021 | 21,182 | 10,592 | $121.81 | 2/17/2031 | 15,279 | 2,106,669 | - | - | | | 2/24/2022 | 15,843 | 31,686 | $127.73 | 2/24/2032 | 6,525 | 899,667 | 39,008(3) | 5,378,423 | | | 11/1/2022(6) | - | - | - | - | 13,980 | 1,927,562 | 40,118(3) | 5,531,470 | | | 2/23/2023 | - | 68,956 | $143.33 | 2/23/2033 | 17,443 | 2,405,041 | 67,124(4) | 9,255,057 | | Samad | 7/11/2022 | 6,552 | 13,106 | $135.59 | 7/11/2032 | 8,606 | 1,186,595 | 17,742(3) | 2,446,267 | | | 2/23/2023 | - | 18,616 | $143.33 | 2/23/2033 | 4,710 | 649,415 | 18,124(4) | 2,498,937 | | Doherty | 2/19/2018 | 33,103 | - | $103.57 | 2/19/2028 | - | - | - | - | | | 2/18/2020 | 26,165 | - | $112.17 | 2/18/2030 | - | - | - | - | | | 2/17/2021 | 14,736 | 7,369 | $121.81 | 2/17/2031 | 10,628 | 1,465,389 | - | - | | | 2/24/2022 | 5,385 | 10,770 | $127.73 | 2/24/2032 | 2,219 | 305,956 | 13,264(3) | 1,828,840 | | | 2/23/2023 | - | 15,167 | $143.33 | 2/23/2033 | 3,838 | 529,183 | 14,768(4) | 2,036,212 | | Prevoznik | 2/21/2017 | 32,551 | - | $95.80 | 2/21/2027 | - | - | - | - | | | 2/19/2018 | 28,690 | - | $103.57 | 2/19/2028 | - | - | - | - | | | 2/18/2019 | 35,146 | - | $86.63 | 2/18/2029 | - | - | - | - | | | 2/18/2020 | 22,677 | - | $112.17 | 2/18/2030 | - | - | - | - | | | 2/17/2021 | 11,972 | 5,986 | $121.81 | 2/17/2031 | 8,637 | 1,190,870 | - | - | | | 2/24/2022 | 4,433 | 8,868 | $127.73 | 2/24/2032 | 1,828 | 252,045 | 10,924(3) | 1,506,201 | | | 2/23/2023 | - | 9,653 | $143.33 | 2/23/2033 | 2,442 | 336,703 | 9,398(4) | 1,295,796 | | Kuppusamy | 2/18/2019 | 3,045 | - | $86.63 | 2/18/2029 | - | - | - | - | | | 2/18/2020 | 5,224 | - | $112.17 | 2/18/2030 | - | - | - | - | | | 2/17/2021 | 3,218 | 1,609 | $121.81 | 2/17/2031 | 2,327 | 320,847 | - | - | | | 2/24/2022 | 1,106 | 2,214 | $127.73 | 2/24/2032 | 458 | 63,149 | 2,732(3) | 376,688 | | | 2/24/2022(6) | - | - | - | - | 2,741 | - | - | - | | | 8/10/2022 | 1,070 | 2,142 | $140.39 | 8/10/2032 | 505 | 69,629 | 2,934(3) | 404,540 | | | 2/23/2023 | - | 8,270 | $143.33 | 2/23/2033 | 2,094 | 288,721 | 8,056(4) | 1,110,761 |

  112. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | (1) Each option generally vests in three equal installments on the first three anniversaries of the grant date, subject to earlier expiration following termination of employment. | | (2) Represents RSUs awarded in 2023, 2022 and 2021, which generally vest one-third per year over three years. | | The grant date February 17, 2021, also includes performance shares awarded in 2021 and earned based on the performance period that began January 1, 2021 and ended on December 31, 2023. The number of shares issuable pursuant to the awards was determined in February 2024 and was subject to service-based vesting through February 17, 2024. The performance shares earned by each named executive officer were as follows: Mr. Davis 13,390 shares; Ms. Doherty 9,314 shares; Mr. Prevoznik 7,569 shares; Mr. Kuppusamy, 2,039 shares. | | (3) Represents performance shares awarded in 2022 if performance were at maximum. The performance period began on January 1, 2022 and ends on December 31, 2024. If the performance goals are met, awards are made in stock in the first quarter following the end of the performance period. | | (4) Represents performance shares awarded in 2023 if performance were at maximum. The performance period began on January 1, 2023 and ends on December 31, 2025. If the performance goals are met, awards are paid in stock in the first quarter following the end of the performance period. Performance goals and calculation of performance awards are described in “Compensation Discussion and Analysis” beginning on page 23. | | (5) Represents fair market value of shares using the closing price on December 31, 2023 of $137.88. |

  113. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | | 2024 Proxy Statement | 46 |

  114. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | (6) Represents equity awards that do not include a vesting-upon-retirement feature. The RSUs awarded to Mr. Davis cliff vest on November 1, 2025. The RSUs awarded to Mr. Kuppusamy cliff vest on February 24, 2025. |

  115. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | 2023 Option Exercises and Stock Vested Table |

  116. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    This table provides information regarding stock option exercises during 2023, including the number of shares of common stock acquired upon exercise and the aggregate amount realized on each exercise. The table also provides information regarding RSUs that vested and were paid during 2023 and performance share awards that were earned based on the performance period ending on December 31, 2022, and were determined and paid during 2023, including the number of shares awarded and the value realized as of February 18, 2023 (the vesting date).

  117. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Davis | N/A | N/A | 7,201(1) | 1,041,351(1) | | | | | 15,204(2) | 2,248,063(2) | | | | | 22,405(3) | 3,289,414(3) | | Samad | N/A | N/A | 7,068(1) | 990,792(1) | | | | | 7,068(3) | 990,792(3) | | Doherty | N/A | N/A | 3,761(1) | 548,150(1) | | | | | 9,917(2) | 1,466,328(2) | | | | | 13,678(3) | 2,014,478(3) | | Prevoznik | N/A | N/A | 3,139(1) | 457,586(1) | | | | | 8,595(2) | 1,270,857(2) | | | | | 11,734(3) | 1,728,443(3) | | Kuppusamy | N/A | N/A | 1,036(1) | 148,365(1) | | | | | 1,985(2) | 293,502(2) | | | | | 3,021(3) | 441,867(3) |

  118. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | (1) RSUs that vested and were paid during 2023. | | (2) Performance share awards that were earned based on the performance period ending on December 31, 2022, and were determined and paid during 2023. | | (3) Total of (1) and (2). |

  119. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | 2023 Nonqualified Deferred Compensation Table |

  120. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    This table provides information regarding participation by the named executive officers in the SDCP, the Company’s plan that provides for the deferral of compensation on a basis that is not tax-qualified. All named executive officers are eligible to participate in the SDCP. Under the SDCP, participants may defer up to 50% of their regular salary in excess of the Internal Revenue Service limit on compensation eligible for the 401(k) Plan. In addition, participants may defer up to 95% of their annual incentive compensation in excess of the Internal Revenue Service limit on compensation eligible for the 401(k) Plan. The Company provides a 100% matching credit on amounts deferred up to a maximum of 5% of eligible cash compensation, and may, in its discretion, credit additional amounts to a participant’s account. The SDCP is a non-qualified plan under the Internal Revenue Code and does not provide for guaranteed returns on plan contributions. A participant’s deferrals, together with Company matching credits, are adjusted for earnings or losses measured by the rate of return on the notional investments

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    | 47 | | 2024 Proxy Statement |

  122. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    available under the plan to which participants allocate their accounts. Distributions are made after termination of employment or on a date, selected by the participant, prior to the termination of employment.

  123. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | Name | Executive Contributions in 2023 ($)(1) | Registrant Contributions in 2023 ($)(2) | Aggregate Earnings in 2023 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/23 ($)(4) | | Davis | 1,397,903 | 72,306 | 409,303 | - | 4,678,780 | | Samad | 52,500 | 13,125 | 6,067 | - | 71,692 | | Doherty | 96,923 | 12,115 | 485,426 | - | 3,786,985 | | Prevoznik | 26,222 | 24,024 | 623,258 | - | 5,416,909 | | Kuppusamy | 2,057 | 2,057 | 8,570 | - | 47,779 |

  124. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | (1) Amounts deferred at the election of the named executive officer. These amounts are included in the “2023 Summary Compensation Table” beginning on page 43 in 2023 salary and 2023 non-equity incentive plan compensation (payable in 2024). | | (2) Company matching credits. These amounts may differ from those shown in the column “All Other Compensation” in the “2023 Summary Compensation Table” beginning on page 43 due to timing differences. | | (3) Earnings (losses) on SDCP accounts. These earnings (losses) are not required to be reported as compensation in the “2023 Summary Compensation Table.” | | (4) All amounts contributed by a named executive officer and by the Company in prior years have been reported in the summary compensation table in our previously filed proxy statements in the year earned, to the extent that the executive was named in such proxy statement and the amounts were so required to be reported in such tables. |

  125. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | 2023 Potential Payments Upon Termination or Change in Control |

  126. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    During 2023, the Severance Plan covered all named executive officers. The Severance Plan provides severance benefits in connection with a “qualifying termination,” which is defined to mean a termination of employment: (1) prior to a “change in control” by the Company other than for “cause” and (2) after a “change in control” by the Company other than for “cause” or by the executive officer for “good reason.” Unless the “qualifying termination” occurs in connection with a “change in control,” the severance benefit for Schedule A participants in the Severance Plan generally is a lump sum equal to two times the executive officer’s annual base salary at the annual rate in effect on the date of termination of employment plus two times the annual award of variable compensation at the most recent target level. For Schedule B participants, the severance benefit multiplier is one time, rather than two times, annual base salary plus the annual target award of variable compensation. As of December 31, 2023, each of Mr. Davis and Mr. Prevoznik was a Schedule A participant and, each of Mr. Samad, Ms. Doherty and Mr. Kuppusamy was a Schedule B participant in the Severance Plan. The executive officer and eligible dependents would also be entitled to coverage under the Company’s group medical and life insurance benefit programs on the same terms the Company provides to similarly-situated executives for up to 18 months (in the case of Schedule A participants) or up to 12 months (in the case of Schedule B participants) following a qualifying termination. In addition, the executive officer is entitled to receive outplacement assistance for one year and a lump sum payment equal to the amount of any matching contributions or credits made by the Company to the Company’s 401(k) Plan and the SDCP on behalf of the executive officer during the year preceding termination. Executive officers are not entitled to cash severance benefits on a “change in control.” However, the cash payments due on an involuntary termination by the Company without “cause” or by the named executive officer for “good reason” are increased if the termination occurs in connection with a “change in control.” If the “qualifying termination” occurs during the 24-month period following a “change in control,” or under certain conditions during the 6-month period prior to a “change in control” in anticipation thereof, the severance benefit for Schedule A

  127. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | | 2024 Proxy Statement | 48 |

  128. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    participants in the Severance Plan will be a lump sum equal to three times the executive officer’s annual base salary and three times the annual award of variable compensation at the most recent target level. For Schedule B participants, the multiplier is two times, rather than three times, the relevant amount. In addition, the executive officer would receive a prorated lump sum payment based on the target incentive award for the year of termination. There is no enhancement to the medical and life insurance coverage and 401(K) plan and SDCP benefits described above for terminations not in connection with a “change in control.” For the treatment of stock options, RSUs and performance share grants upon an executive officer’s termination of employment with rights to receive severance or on a change in control, see “Key Terms of Equity Awards Granted in 2023” beginning on page 45.

  129. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | The Severance Plan uses the following defined terms: | | | ● | “Cause” means the executive officer’s (1) willful and continued failure to perform duties, (2) willfully engaging in illegal conduct or gross misconduct, (3) engaging in conduct or misconduct that materially harms the reputation or financial position of the Company, (4) obstruction or failure to cooperate with any investigations, (5) commission of a felony or (6) being found liable in any SEC or other civil or criminal securities law action. | | ● | “Good reason” generally includes (1) any material adverse changes in the duties, responsibilities or status of the executive officer, (2) a material reduction in base salary or annual performance incentive target or equity incentive compensation target opportunities, (3) a relocation more than 50 miles from the executive officer’s original location that increases the executive officer’s commute by more than 50 miles, (4) the Company’s failure to continue any significant compensation and benefit plans or (5) the Company’s failure to obtain the assumption of the Company’s obligations from any successor. |

  130. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    “Change in control” is defined for purposes of the Severance Plan in a manner that is substantially identical to the definition used for purposes of our equity awards (see “Key Terms of Equity Awards Granted in 2023” beginning on page 45). Under the Severance Plan, the named executive officers are not entitled to any severance benefits on a voluntary termination unless the voluntary termination is in connection with a “change in control” and is for “good reason.” The following table provides information regarding the potential payments that would become payable to each named executive officer that remained an employee on December 31, 2023, on an involuntary termination not for “cause” and not in connection with a “change in control.” In calculating the value of accelerated vesting of equity awards, the table assumes the closing price of the Company’s common stock as of December 29, 2023, which was $137.88.

  131. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | Name | Cash Compensation ($)(1) | Accelerated Vesting of Performance Shares ($)(2) | Total ($)(3) | | Davis | 6,250,000 | 6,055,552 | 12,485,552 | | Samad | 1,235,000 | 1,017,968 | 2,322,968 | | Doherty | 1,080,000 | 2,054,688 | 3,224,688 | | Prevoznik | 1,870,000 | 1,625,881 | 3,615,881 | | Kuppusamy | 892,500 | 642,934 | 1,615,434 |

  132. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | (1) Represents two times or one time (depending on whether the executive is a Schedule A or Schedule B participant in the Severance Plan) the sum of base salary plus the target annual incentive, payable at the same time annual incentives are ordinarily paid to similarly-situated executives. | | (2) Represents the value of performance shares that would have vested if the executive had terminated employment on December 31, 2023 (determined based on the number of months in the performance period). For awards granted in 2021, value is based upon actual performance for the performance period ended December 31, 2023. For awards granted in 2022 and 2023, value is based upon target performance. | | (3) Includes, for each named executive officer, the value of the following benefits: (i) the cost of group medical and life insurance coverage to the participant to the same extent as the Company pays for such coverage for similarly-situated executives; (ii) the estimated cost of outplacement services for one year; and (iii) an amount, |

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    | 49 | | 2024 Proxy Statement |

  134. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    payable in a lump sum, equal to any matching contributions or credits made by the Company on behalf of the participant to the 401(k) Plan and the SDCP during the year preceding the date of termination. The value was: Mr. Davis, $180,000; Mr. Samad, $70,000; Ms. Doherty, $90,000; Mr. Prevoznik, $120,000; and Mr. Kuppusamy, $80,000. This table provides information regarding the potential payments that would become payable to each named executive officer that remained an employee on December 31, 2023, on a termination for “good reason” or an involuntary termination not for “cause” in connection with a “change in control.” The table assumes a December 31, 2023 termination date and the closing price of the Company’s common stock as of December 29, 2023, which was $137.88.

  135. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | Name | Cash Compensation ($)(1) | Accelerated Vesting of Stock Options ($)(2) | Accelerated Vesting of Performance Shares ($)(3) | Accelerated Vesting of RSUs ($)(4) | Total ($)(5, 6) | | Davis | 9,375,000 | 492,038 | 16,887,478 | 5,492,726 | 32,227,242 | | Samad | 2,470,000 | 30,078 | 3,617,420 | 1,836,010 | 8,023,508 | | Doherty | 2,160,000 | 227,826 | 4,103,369 | 1,016,313 | 7,597,508 | | Prevoznik | 2,805,000 | 186,279 | 3,104,798 | 736,004 | 6,952,081 | | Kuppusamy | 1,785,000 | 48,348 | 1,650,042 | 839,138 | 4,402,528 |

  136. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | (1) Represents three times or two times (depending on whether the executive is a Schedule A or Schedule B participant in the Severance Plan) the sum of base salary and target annual incentive. Excludes annual incentive compensation payable in respect of 2023 but unpaid as of December 31, 2023 (the amount of the annual incentive compensation for 2023 is set forth in the “2023 Summary Compensation Table” beginning on page 43). | | (2) Represents the value of accelerated “in the money” stock options. | | (3) Represents the value of performance shares that would have vested if the executive had terminated employment on December 31, 2023. For awards granted in 2021, value is based upon actual performance for the performance period ended December 31, 2023. For awards granted in 2022 and 2023, value is based upon the greater of (a) actual performance to date as if the applicable performance period had ended on December 31, 2023, or (b) target performance. | | (4) Represents the value of accelerated RSUs. | | (5) Includes, for each named executive officer, the value of the following benefits: (i) the cost of group medical and life insurance coverage to the participant to the same extent as the Company pays for such coverage for similarly-situated executives; (ii) the estimated cost of outplacement services for one year; and (iii) an amount, payable in a lump sum, equal to any matching contributions or credits made by the Company on behalf of the participant to the 401(k) Plan and the SDCP during the year preceding the date of termination. The value was: Mr. Davis, $180,000; Mr. Samad, $70,000; Ms. Doherty, $90,000; Mr. Prevoznik, $120,000; and Mr. Kuppusamy, $80,000. | | (6) Amounts payable under the Severance Plan upon termination of employment following a change in control are subject to reduction (“cutback”) to eliminate any loss of deduction for the Company, and any imposition of excise tax on the executive, pursuant to Sections 280G and 4999 of the Internal Revenue Code, respectively. The cutback would reduce severance and other benefits to the maximum amount that could be paid without exceeding the Section 280G threshold and will apply if the net after-tax amount received by the executive exceeds the net after-tax amount the executive would receive if the full benefits were paid and the excise tax imposed. Amounts shown in the table do not reflect the impact of the potential cutback. |

  137. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    If the employment of a named executive officer had terminated by reason of death, disability or retirement on December 31, 2023, the executive would have been entitled to accelerated vesting of stock options and RSUs in the same amounts (or in the case of retirement, a lesser amount than) shown in the foregoing table, and with respect to stock options, an extended exercise period of up to five years from the date of retirement. In addition, assuming that performance shares earned are the greater of (i) the number of shares that would be earned based

  138. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    | | 2024 Proxy Statement | 50 |

  139. Additional Information Regarding 2023 Summary Compensation and Grants of Plan-Based Awards Tables

    on Company performance through December 31, 2023, and (ii) the target number of performance shares, the executive would have been entitled to accelerated vesting of performance shares in the same amount (or in the case of retirement, a lesser amount) shown in the table. Among our currently employed named executive officers, each of Mr. Davis, Ms. Doherty and Mr. Prevoznik would currently be eligible to receive retirement treatment in the event of her or his retirement (so long as there is no for “cause” basis for termination at such time, except as it relates to certain RSUs and PSUs awarded to Mr. Davis on November 1, 2022 that did not include a vesting-upon-retirement feature; see footnote 6 to the Outstanding Equity Awards at 2023 Fiscal Year-End table (see page 46)). The named executive officers are not entitled to any benefits upon death or disability beyond what is available to other exempt employees. In the case of any termination (other than for termination for cause), named executive officers are entitled to exercise vested stock options and to receive vested and earned RSUs and performance shares. For the consequences of termination of employment on vesting of equity awards, see “Key Terms of Equity Awards Granted in 2023” beginning on page 45. In addition, on any termination, each named executive officer is entitled to receive benefits available generally to exempt employees, such as distributions under the 401(k) Plan and SDCP. For the account balances of each named executive officer under the SDCP, see “2023 Nonqualified Deferred Compensation Table” on page 47.

  140. Pay Ratio

    Pay Ratio Under SEC rules, we are required to disclose the annual total compensation of the individual identified as the median paid employee of all our employees (other than our CEO), as well as the ratio of this amount to the annual total compensation paid to our CEO. This ratio is an estimate calculated in accordance with SEC rules, which allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions based on their compensation practices. Therefore, the ratio reported by other companies may not be comparable to the ratio we report. For 2023, the annual total compensation of the individual identified as the median paid employee of all our employees (other than our CEO) was $68,163, and the annual total compensation of our CEO was $12,696,539, including, in each case, the cost of Company-paid broad-based benefits, including 401(k) and health, disability and life insurance. Therefore, our CEO to median identified employee pay ratio was estimated to be approximately 186 to 1. For 2023, we used the same median employee that we identified in 2022, since there have been no changes in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. In identifying the 2022 median employee, we used December 31, 2022, as our determination date and focused on our employee population as of that date. We considered the compensation of 46,942 individuals; this excluded approximately 150 employees who worked at Pack Health, and approximately 44 employees of the outreach testing business of Summa Health, each of which we acquired in 2022. Applying the 5% “De Minimis Exemption” permitted under SEC rules, we also excluded workers, representing approximately 2% of our 2022 workforce, located in the following countries (with the number of excluded employees set forth in parentheses following the country): India (273); Mexico (570); Finland (254); Canada (60); Brazil (7); Ireland (19); and China (2). To identify our median employee, we used 2022 wages reported to the Internal Revenue Service, annualized for employees who were employed on December 31, 2022, but did not work for us for all of 2022.

  141. Pay Ratio

    | 51 | | 2024 Proxy Statement |

  142. Pay Versus Performance

    Pay Versus Performance Below is information about the relationship between executive compensation actually paid to our named executive officers and our financial performance. This information is prepared in accordance with SEC rules and may be different from the compensation information presented above and does not represent the actual amounts earned or realized by our named executive officers. For purposes of the Peer Group Total Shareholder Return column of the Pay Versus Performance Table, we have used the S&P 500 Health Care (Sector) Index, which we also use for purposes of the Stock Performance Graph in our 2023 Annual Report on Form 10-K.

  143. Pay Versus Performance

    | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for First PEO | Summary Compensation Table Total for Second PEO | Compensation Actually Paid to First PEO | Compensation Actually Paid to Second PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (in millions) | Adjusted Diluted Earnings Per Share | | 2023 | $12,673,834 | N/A | $9,436,647 | N/A | $2,850,271 | $1,985,608 | $139.93 | $132.35 | $908 | $8.71 | | 2022 | $15,678,164 | $11,883,027 | $9,817,267 | $12,708,474 | $3,386,412 | $291,674 | $155.48 | $140.30 | $1,015 | $9.95 | | 2021 | $14,557,818 | N/A | $49,248,658 | N/A | $3,431,291 | $10,580,653 | $168.62 | $143.09 | $2,080 | $14.24 | | 2020 | $14,081,608 | N/A | $30,970,593 | N/A | $3,577,382 | $7,199,065 | $114.04 | $113.45 | $1,499 | $11.18 |

  144. Pay Versus Performance

    | * Adjusted Diluted Earnings Per Share is a non-GAAP financial measure. See Annex A for a reconciliation to a financial measure reported under U.S. GAAP. |

  145. Pay Versus Performance

    The following table sets forth, for each year reported in the Pay Versus Performance Table, the principal executive officer or principal executive officers included in the Pay Versus Performance Table and the adjustments (i.e., amounts deducted and added) made to each principal executive officer’s Summary Compensation Table Total to determine the Compensation Actually Paid to each principal executive officer. The valuation methodology (including assumptions) used to the determine the fair value of equity awards for purposes of determining the Compensation Actually Paid to each principal executive officer is the same as set forth in footnote 3 to the Summary Compensation Table (see page 43).

  146. Pay Versus Performance

    | 53 | | 2024 Proxy Statement |

  147. Pay Versus Performance

    | Year | PEO | Adjustments made to Summary Compensation Table Total to determine Compensation Actually Paid | | 2023 | James E. Davis | $7,290,745 of stock awards and $2,499,848 of option awards was subtracted and replaced with: ● $9,387,056, representing year end fair value of stock and option awards granted in 2023 that remained unvested and outstanding at the end of 2023; ● $(2,419,477) representing the change in fair value as of the end of 2023 (from the end of the prior fiscal year) of stock and option awards granted prior to 2023 that remained unvested and outstanding at the end of 2023; ● $(518,557), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2023 that vested in 2023, and ● $104,386, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year. | | 2022 | Stephen H. Rusckowski | $8,350,579 of stock awards and $2,874,884 of option awards was subtracted and replaced with: ● $17,879,280, representing year end fair value of stock and option awards granted in 2022 that remained unvested and outstanding at the end of 2022; ● $(3,439,186) representing the change in fair value as of the end of 2022 (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that remained unvested and outstanding at the end of 2022; ● $(9,191,272), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that vested in 2022, and ● $115,743, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year. | | | James E. Davis | $8,542,446 of stock awards and $1,249,946 of option awards was subtracted and replaced with: ● $13,893,488, representing year end fair value of stock and option awards granted in 2022 that remained unvested and outstanding at the end of 2022; ● $(757,182), representing the change in fair value as of the end of 2022 (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that remained unvested and outstanding at the end of 2022; ● $(2,556,979), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that vested in 2022; and |

  148. Pay Versus Performance

    | | 2024 Proxy Statement | 54 |

  149. Pay Versus Performance

    | | | ● $38,512, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year. | | 2021 | Stephen H. Rusckowski | $7,631,057 of stock awards and $2,624,978 of option awards was subtracted and replaced with: ● $23,985,936, representing year end fair value of stock and option awards granted in 2021 that remained unvested and outstanding at the end of 2021; ● $19,873,591, representing the change in fair value as of the end of 2021 (from the end of the prior fiscal year) of stock and option awards granted prior to 2021 that remained unvested and outstanding at the end of 2021; ● $979,266, representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2021 that vested in 2021; and ● $108,082, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year. | | 2020 | Stephen H. Rusckowski | $7,279,883 of stock awards and $2,500,020 of option awards was subtracted and replaced with: ● $12,461,465, representing year end fair value of stock and option awards granted in 2020 that remained unvested and outstanding at the end of 2020; ● $13,275,387, representing the change in fair value as of the end of 2020 (from the end of the prior fiscal year) of stock and option awards granted prior to 2020 that remained unvested and outstanding at the end of 2020; ● $840,514, representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2020 that vested in 2020; and ● $91,523, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year. |

  150. Pay Versus Performance

    The following table sets forth, for each year reported in the Pay Versus Performance Table, the named executive officers (other than the principal executive officer) included in the calculation of the average Compensation Actually Paid to non-principal executive officer named executive officers and the adjustments (i.e., amounts deducted and added) made to the Summary Compensation Table Total of the relevant named executive officers to determine the average Compensation Actually Paid to the relevant named executive officers. The valuation methodology (including assumptions) used to the determine the fair value of equity awards for purposes of determining the average Compensation Actually Paid to the named executive officers is the same as set forth in footnote 3 to the Summary Compensation Table (see page 43).

  151. Pay Versus Performance

    | 55 | | 2024 Proxy Statement |

  152. Pay Versus Performance

    | Year | Other NEOs | Adjustments made to Summary Compensation Table Total to determine Compensation Actually Paid (amounts reported are averages for non- NEO PEOS together) | | 2023 | Sam A. Samad Catherine T. Doherty Michael E. Prevoznik Karthik Kuppusamy | $5,468,524 of stock awards and $1,874,487 of option awards was subtracted and replaced with: ● $7,040,429, representing year end fair value of stock and option awards granted in 2023 that remained unvested and outstanding at the end of 2023; ● $(2,421,347), representing the change in fair value as of the end of 2023 (from the end of the prior fiscal year) of stock and option awards granted prior to 2023 that remained unvested and outstanding at the end of 2023; ● $(835,973), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2023 that vested in 2023; and ● $101,251, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year. | | 2022 | Sam A. Samad Catherine T. Doherty Michael E. Prevoznik Patrick Plewman Mark J. Guinan Carrie Eglinton Manner | $10,538,150 of stock awards and $2,950,287 of option awards was subtracted and replaced with: ● $11,363,039, representing year end fair value of stock and option awards granted in 2022 that remained unvested and outstanding at the end of 2022; ● $(1,070,571), representing the change in fair value as of the end of 2022 (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that remained unvested and outstanding at the end of 2022; ● $(10,363,713), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that vested in 2022; ● $1,801,440, representing the fair value as of the vesting date of stock and option awards granted in 2022 that vested in 2022; ● $(6,904,641), representing the fair value as of December 2021 of stock and option awards granted prior to 2022 that failed to vest in 2022; and ● $94,454, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year. |

  153. Pay Versus Performance

    | | 2024 Proxy Statement | 56 |

  154. Pay Versus Performance

    | 2021 | Mark J. Guinan James E. Davis Carrie Eglinton Manner Catherine T. Doherty | $5,587,942 of stock awards and $2,459,643 of option awards was subtracted and replaced with: ● $18,370,839, representing year end fair value of stock and option awards granted in 2021 that remained unvested and outstanding at the end of 2021; ● $17,193,322, representing the change in fair value as of the end of 2021 (from the end of the prior fiscal year) of stock and option awards granted prior to 2021 that remained unvested and outstanding at the end of 2021; ● $976,420, representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2021 that vested in 2021; and ● $104,453, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year. | | 2020 | Mark J. Guinan James E. Davis Carrie Eglinton Manner Manuel O. Mendez | $5,868,908 of stock awards and $2,580,046 of option awards was subtracted and replaced with: ● $10,627,143, representing year end fair value of stock and option awards granted in 2020 that remained unvested and outstanding at the end of 2020; ● $11,331,221, representing the change in fair value as of the end of 2020 (from the end of the prior fiscal year) of stock and option awards granted prior to 2020 that remained unvested and outstanding at the end of 2020; ● $831,476, representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2020 that vested in 2020; and ● $145,844, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year. |

  155. Pay Versus Performance

    For purposes of the Peer Group Total Shareholder Return column of the Pay Versus Performance Table, we have used the S&P 500 Health Care (Sector) Index, which we also use for purposes of the Stock Performance Graph in our 2023 Annual Report on Form 10-K.

  156. Pay Versus Performance

    | 57 | | 2024 Proxy Statement |

  157. Descriptions of Pay Versus Performance Relationships

    Descriptions of Pay Versus Performance Relationships The following graph shows, for each of the four disclosed years: (i) the Compensation Actually Paid to the principal executive officers, (ii) the average Compensation Actually Paid to the other named executive officers and (iii) the Company’s cumulative total stockholder return (assuming an initial $100 investment).

  158. Descriptions of Pay Versus Performance Relationships

    | | 2024 Proxy Statement | 58 |

  159. Descriptions of Pay Versus Performance Relationships

    The following graph shows, for each of the four disclosed years (i) the Compensation Actually Paid to the principal executive officers, (ii) the average Compensation Actually Paid to the other named executive officers and (iii) the Company’s Net Income. The following graph shows, for each of the four disclosed years: (i) the Compensation Actually Paid to the principal executive officers, (ii) the average Compensation Actually Paid to the other named executive officers; and (iii) the Company’s Adjusted Diluted Earnings per share. Adjusted Diluted EPS is a non-GAAP financial measure. See Annex A for a reconciliation to a financial measure reported under U.S. GAAP.

  160. Descriptions of Pay Versus Performance Relationships

    | 59 | | 2024 Proxy Statement |

  161. Descriptions of Pay Versus Performance Relationships

    The following graph shows, for each of the four disclosed years: (i) the Company’s Cumulative total stockholder return; and (ii) the Cumulative total stockholder return of the Company’s peer group (assuming an initial $100 investment).

  162. Descriptions of Pay Versus Performance Relationships

    | | 2024 Proxy Statement | 60 |