8-KLeadership ChangesRegulation FDExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Jun 14, 2022)

Filed June 14, 2022For Securities:DGX

Summary

Quest Diagnostics Incorporated (DGX) announced a significant leadership change, appointing Sam Samad as its new Executive Vice President and Chief Financial Officer, effective July 25, 2022. Mr. Samad brings extensive financial experience from his previous roles, most notably as CFO at Illumina, Inc., and various senior positions at Cardinal Health and Eli Lilly and Company. This appointment follows the announced retirement of Mark Guinan, who served as CFO. The company has structured Mr. Samad's compensation package to include a competitive base salary, incentive bonuses, and substantial equity awards, including both performance-based and sign-on grants to offset previous employer forfeitures. Investors should note the comprehensive onboarding package and the standard restrictive covenants and executive benefits that accompany his new role.

Key Highlights

  • 1Appointment of Sam Samad as EVP and CFO, effective July 25, 2022, succeeding Mark Guinan.
  • 2Mr. Samad's extensive financial background includes serving as CFO for Illumina, Inc., and senior roles at Cardinal Health and Eli Lilly and Company.
  • 3Mr. Samad's compensation includes an annual base salary of $650,000 and eligibility for annual incentive and long-term equity awards.
  • 4A significant initial equity award with a target value of $2,500,000 is planned, comprising performance shares, stock options, and restricted stock units.
  • 5Mr. Samad will receive a $1,200,000 cash payment and $1,500,000 in restricted stock units as a sign-on inducement, subject to clawback provisions.
  • 6Eligibility for standard senior executive benefits, including relocation assistance up to $105,000, and participation in executive plans.
  • 7Mr. Samad has executed a standard Restrictive Covenant Agreement, including non-compete and non-solicitation clauses.

Frequently Asked Questions

Sam Samad has been appointed as the new Executive Vice President and Chief Financial Officer. He will join the company on July 11, 2022, and officially assume the CFO role on July 25, 2022.

Mr. Samad, age 52, has a strong financial background. He served as Chief Financial Officer of Illumina, Inc. since 2017 and previously held various senior financial roles at Cardinal Health and Eli Lilly and Company.

Mr. Samad's compensation includes an annual base salary of $650,000, eligibility for an annual incentive plan with a target of 90% of base salary, and annual equity awards. Additionally, he will receive a $1,200,000 cash payment and $1,500,000 in restricted stock units as a sign-on inducement.

Yes, the sign-on cash payment of $1,200,000 and the $1,500,000 in restricted stock units are subject to clawback provisions. Mr. Samad must refund these amounts if he voluntarily terminates employment or if the Company terminates his employment for willful misconduct before the second anniversary of his start date.