8-KLeadership ChangesExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Mar 1, 2022)

Filed March 1, 2022For Securities:DGX

Summary

This 8-K filing from Quest Diagnostics Inc. (DGX) on March 1, 2022, details significant compensation arrangements for key executives. Notably, the Compensation Committee approved a substantial special equity grant for Carrie Eglinton Manner, Senior Vice President of Advanced Diagnostics. This grant, valued at $1,940,235, is designed to incentivize revenue growth in her areas of responsibility, excluding COVID-19 testing and recent acquisitions, and is structured as 50% performance shares and 50% restricted stock units with a three-year cliff vesting period. Additionally, an annual equity grant was approved for Mark Guinan, Executive Vice President and Chief Financial Officer, valued at $1,122,566. This grant includes accelerated vesting upon retirement under specific conditions, and its value is approximately half of his 2021 grant due to his planned retirement in 2022. These adjustments reflect a focus on management succession and aligning executive incentives with strategic growth objectives.

Key Highlights

  • 1Special equity grant of $1,940,235 approved for Carrie Eglinton Manner, SVP of Advanced Diagnostics.
  • 2Grant to Ms. Eglinton Manner is 50% performance shares and 50% restricted stock units, vesting in three years.
  • 3Performance-based component of Ms. Eglinton Manner's grant is tied to compounded annual revenue growth in specific service offerings, excluding COVID-19 testing and recent acquisitions.
  • 4Annual equity grant of $1,122,566 approved for Mark Guinan, EVP and CFO.
  • 5Mr. Guinan's grant includes accelerated vesting upon retirement, conditional on successful transition of CFO responsibilities.
  • 6Mr. Guinan's 2022 equity grant value is approximately half of his 2021 grant due to his planned retirement.
  • 7Both grants were approved by the Compensation Committee on February 24, 2022.

Frequently Asked Questions

The special equity grant for Carrie Eglinton Manner is intended to promote the success of the Company's management succession plan and to incentivize her to achieve growth in revenues for the service offerings under her management responsibility, excluding COVID-19 testing and revenues from business acquisitions completed after January 1, 2022.

Both the performance shares and restricted stock units for Ms. Eglinton Manner will cliff vest on the third anniversary of the grant date, subject to continued service and achievement of performance goals for the performance shares. Mr. Guinan's annual equity grant will have accelerated vesting upon his retirement, provided he successfully transitions his Chief Financial Officer responsibilities as approved by the CEO.

Mr. Guinan's annual equity grant in 2022 is approximately half the value of his 2021 grant because he is retiring in 2022. The grant value reflects this reduced service period.

Yes, the performance goals for Ms. Eglinton Manner's grant are specifically tied to revenue growth in her managed service offerings, excluding revenues derived from (i) COVID-19 testing and (ii) business acquisitions completed subsequent to January 1, 2022.