QUEST DIAGNOSTICS INC
For the period ended May 20, 2026. Filed Apr 6, 2026.
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May 20, 2026 · Filed Apr 6, 2026
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Quest Diagnostics Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2026 Annual Meeting of
Stockholders and Proxy Statement
April 6, 2026
Working together
to create a healthier world, one
life at a time
The Quest Way
| Purpose Why we exist | Working together to create a healthier world, one life at a time |
| We enable optimal, proactive health decisions by providing high-quality and affordable diagnostic testing insights and services using our scale and extensive reach | |
| Strategy How we grow | • Collaborating with healthcare providers and partners to leverage our broad access • Offering an industry-leading menu of testing and other services • Leveraging our data assets and services to improve population health and enable value-based care • Continuously improving our quality and efficiency by embracing innovative technologies, such as automation and artificial intelligence (“AI”) |
| Who we serve: physicians, hospitals, patients and consumers, health plans, employers, emerging retail healthcare providers, government agencies, pharmaceutical companies, and other commercial clinical laboratories | |
| Culture How we work | Customer first, Care, Collaboration, Continuous improvement, Curiosity |
Notice of 2026 Annual Meeting of Stockholders Quest Diagnostics Incorporated One Insights Drive Clifton, New Jersey May 20, 2026, 10:30 a.m. Eastern Time
April 6, 2026
Dear Fellow Stockholder:
It is my pleasure to invite you to attend Quest Diagnostics’ 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders will vote on the following, in addition to any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof:
| • | to elect eleven directors; |
| • | to approve, on an advisory basis, the executive compensation disclosed in the accompanying proxy statement; |
| • | to ratify the appointment of our independent registered public accounting firm for 2026; and |
| • | to consider a stockholder proposal, as described in the accompanying proxy statement, if properly presented at the Annual Meeting. |
Attendance at the Annual Meeting is limited to stockholders at the close of business on March 23, 2026, or their duly appointed proxy holder.
We enclose our proxy statement, our Annual Report and a proxy card; distribution of these materials is scheduled to begin on April 6, 2026. Your vote is very important. We urge you to submit your proxy even if you plan to attend the Annual Meeting. Most stockholders may submit a proxy via mail, telephone or the Internet. Instructions on how to submit your proxy are included with your proxy card and these proxy materials. Please submit your proxy promptly.
Thank you for your continued support of Quest Diagnostics.
Sincerely,
James E. Davis
Chairman of the Board,
Chief Executive Officer and President
PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
2026 Annual Meeting of Stockholders
| Time and Date: | 10:30 a.m. Eastern Time, May 20, 2026 |
|---|---|
| Place: | One Insights Drive, Clifton, New Jersey |
| Record date: | March 23, 2026 |
| Voting: | Record date stockholders only: |
| One vote per share |
| Meeting Agenda | Board Recommendation |
| 1. | To elect eleven directors | FOR EACH NOMINEE |
| 2. | To approve, on an advisory basis, the compensation of our named executive officers disclosed in our Proxy Statement | FOR |
| 3. | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 | FOR |
| 4. | To consider a stockholder proposal regarding an independent board chairman, if properly presented at the Annual Meeting | AGAINST |
2027 Annual Meeting of Stockholders
Stockholder proposals submitted pursuant to SEC Rule 14a-8 must be received by Quest Diagnostics Incorporated (“Quest Diagnostics,” the “Company,” “we” or “our”) by December 7, 2026.
Notice of stockholder proposals outside of SEC Rule 14a-8, including nominations (other than proxy access nominations) for the Board of Directors (the “Board”), must be received by the Company no earlier than January 20, 2027 and no later than February 19, 2027 and must comply with the requirements set forth in our by-laws. In addition to the requirements set forth in our by-laws, stockholders who intend to solicit proxies for nominations for election to the Board other than the Company’s nominees in reliance on the universal proxy rules (Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) must also comply with the additional requirements of Rule 14a-19.
Notice of proxy access director nominations must be received by the Company no earlier than November 7, 2026 and no later than December 7, 2026.
| i | 2026 Proxy Statement |
Board Nominees
The following table provides summary information about our director nominees.
| Name | Age | Director Since | Occupation | Current Committee Memberships | Other Public Company Boards |
|---|---|---|---|---|---|
| Robert B. Carter | 66 | 2024 | Retired Executive Vice President and Chief Information Officer, FedEx Corporation | AC CS | • N/A |
| James E. Davis | 63 | 2022 | Chairman, Chief Executive Officer and President, Quest Diagnostics Incorporated | EX | • N/A |
| Luis A. Diaz, Jr., M.D. | 55 | 2023 | Head of the Division of Solid Tumor Oncology, Memorial Sloan Kettering Cancer Center | CS QC | • N/A |
| Tracey C. Doi | 65 | 2021 | Retired Chief Financial Officer and Group Vice President of Toyota Motor North America, Inc. | AC/FE QC | • Pentair plc |
| Vicky B. Gregg | 71 | 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 | 62 | 2020 | CEO, CommonSpirit Health | AC QC | • Fortive Corporation |
| Timothy L. Main | 68 | 2014 | Non-Executive Chairman of WNS (Holdings) Limited | AC CS (Chair) GC | • WNS (Holdings) Limited |
| Denise M. Morrison | 72 | 2019 | Founder, Denise Morrison & Associates and Retired President and CEO, Campbell Soup Company | CC(Chair) CS GC | • MetLife, Inc. • Visa, Inc. |
| Gary M. Pfeiffer | 76 | 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 | 68 | 2011 | Retired Chairman and CEO, C. R. Bard, Inc. | CC EX (Chair) GC (Chair) | • Becton, Dickinson and Company |
| Timothy C. Wentworth | 65 | 2026 | Retired CEO, Walgreens Boots Alliance, Inc. | CC QC | • N/A |
| 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 | ||
| ii | 2026 Proxy Statement |
2025 Executive Compensation Highlights
| Type | Form | Percentage of Equity Award for Named Executive Officers (%) | Terms |
|---|---|---|---|
| Equity | • Performance Shares | 50 | • Performance metrics for 2025-2027 performance cycle: revenue growth, 50%; average return on invested capital, 30%; relative total stockholder return (relative to S&P 500 Healthcare Index companies), 20% |
| • Vest after 3-year performance period | |||
| • Stock Options | 25 | • 3-year ratable vesting | |
| • Restricted Share Units (“RSUs”) | 25 | • 3-year ratable vesting | |
| Cash · • Salary · • Reviewed and approved annually | |||
| • Annual Incentive Compensation · • Based on financial and non-financial goals | |||
| Retirement · • 401(k) Plan · • Company matching contributions | |||
| • Supplemental Deferred Compensation Plan · • Company matching contributions | |||
Our Board is firmly committed to pay for performance. The table above outlines the main components of our compensation program for executive officers in 2025. The objectives of our program are to attract and retain talented executives who have the skills and experience required to help us achieve our strategic objectives, and to align the interests of our executives to those of our stockholders, in each case to advance the long-term interests of our stockholders. The compensation opportunity for our named executive officers is directly tied to company performance, including both financial and non-financial results, and individual performance.
The average 2025 annual incentive payout for our named executive officers on our annual cash incentives under the Senior Management Incentive Plan (“SMIP”) was 116% of target. Payout on performance shares for the 3-year performance period ended December 31, 2025 was 154% of target. The following table summarizes annual incentive plan and performance share payouts for the two most recent performance periods for our named executive officers.
| Annual Incentive Payout (% of target) · Performance Share Payout for 3-year performance period (% of target) | ||
|---|---|---|
| Performance period ended December 31, 2025 | 116 (average) | 154 |
| Performance period ended December 31, 2024 | 97 (average) | 157 |
Our Compensation Discussion and Analysis, which includes a discussion of our program’s “Best Practices,” begins on page 25. The 2025 compensation of our named executive officers is set forth in tables beginning at page 46.
| iii | 2026 Proxy Statement |
2025 Business Performance Highlights
Leveraging our Capabilities and Collaborating
| • | We increased revenues by 11.8% to $11.04 billion. |
| • | We generated diluted earnings per share (“EPS”) of $8.75 and adjusted diluted EPS of $9.85. |
| • | We maintained health plan access to more than 90% of U.S. insured lives and expanded access in new geographies, including through collaborations with Elevance Health and Sentara Health Plans, effective January 1, 2025. |
| • | We continued to work with health systems to help them execute their lab strategy. In 2025, our Collaborative Lab Solutions (“Co-Lab Solutions”) offering generated approximately $800 million in revenues and management fees supporting hospitals in the operation of their own labs. We also began providing co-lab solutions for Corewell Health, a leading health system in Michigan, which is our largest Co-Lab Solutions implementation to date. |
| • | In Advanced Diagnostics, we added category-defining innovations to our portfolio, including a new Quest AD-Detect blood test for aiding the diagnosis of Alzheimer’s disease, long-read gene sequencing to identify the cause of ataxia movement disorders, and HPV self-collection options for cervical cancer screening. In 2025, certain Advanced Diagnostics test offerings within five clinical areas – oncology, cardiometabolic and endocrine, brain health, autoimmune, women’s health and genetics – generated over $1 billion in revenues in 2025, reflecting double-digit revenue growth. |
| • | In 2023, we acquired Haystack Oncology, Inc., a cancer testing company that developed a highly sensitive testing technology for detecting minimal-residual disease (“MRD”). In 2025, we secured U.S. Food and Drug Administration (“FDA”) breakthrough device designation for the Haystack MRD test for monitoring patients treated for solid-tumor cancers and formed collaborations with The University of Texas MD Anderson Cancer Center and Rutgers Cancer Institute, among others, to research and develop innovations for detecting early signs of cancer. |
| • | Our consumer-initiated testing service, QuestHealth.com, continued to generate strong growth in 2025. We expanded QuestHealth.com to include over 150 tests and increased to more than 45 million the number of registered users in our MyQuest® health portal at the end of 2025. We also further advanced our position as the premier lab engine powering the wellness industry through new collaborations with top consumer wellness and wearables companies. |
| • | We scaled lab testing to deliver services for more than 200,000 patients at Fresenius Medical Care's dialysis centers in the United States while also adding leading water-purity testing capabilities to our menu. |
| • | We integrated eight acquisitions completed in 2024, providing the basis for growth in new geographies, including Canada. |
Continuous Improvement
| • | We significantly improved our employee retention rates across multiple job categories as a result of our continued focus on improving workforce engagement. |
| • | We delivered 3% annual savings and productivity improvements through our Invigorate cost excellence program. |
| • | We expanded our use of AI to continue to help drive innovation and operational efficiency. For example, in 2025, we initiated or expanded our use of AI and automation in several areas, ranging from digital cytology, microbiology, parasitology and digital pathology. We also advanced our use of automation in front-end specimen processing and labelling in six of our labs, freeing more of our processors to focus on higher-order work. |
| • | We continued to leverage automation and AI to improve productivity and quality across our entire value chain, not just in the laboratory. We deployed AI to reduce denials and patient concessions, support logistics route optimization to speed specimen transport, and enhance the digital experience. In 2025, we announced a collaboration with Google to use Google Cloud's data analytics and generative AI to help us streamline our data management, improve data analytics, and personalize the experiences we deliver to patients, providers, and other customers. |
| • | We formed a first-of-its-kind collaboration with Epic to be our technology partner for Project Nova, our multi-year order-to-cash transformation project designed to streamline systems and improve customer experiences, regardless of the electronic health record they use, leading to smarter, simpler testing. |
Disciplined Capital Deployment
| • | In February 2026, we announced the fifteenth increase in our quarterly cash dividend since the beginning of 2012, increasing the dividend by approximately 7.5%, from $0.80 per share of common stock to $0.86 per share. |
| • | We repurchased over $450 million of our common stock in 2025. |
| • | Since the beginning of 2012 through the end of 2025, we have returned approximately $11.7 billion to stockholders: $8.1 billion through common stock repurchases (including $1.8 billion associated with pre-tax proceeds from divestitures), and $3.6 billion through dividends. |
| iv | 2026 Proxy Statement |
| PROXY STATEMENT | QUEST DIAGNOSTICS INCORPORATED |
|---|
Contents
| Proxy Summary | i |
|---|---|
| Information About Our Corporate Governance | 1 |
| Proposal No. 1—Election of Directors | 1 |
| Governance Practices | 7 |
| Corporate Responsibility | 8 |
| Director Independence | 8 |
| Stockholder Access and Outreach | 9 |
| Board Nomination Process | 10 |
| Board Committees | 12 |
| Board Leadership Structure | 17 |
| Board Oversight of Company Culture and Human Capital | 17 |
| Board, Committee and CEO Evaluation Process | 18 |
| Board Role in Risk Oversight | 18 |
| Related Person Transactions | 20 |
| Policies Regarding Insider Trading, Window Periods and Hedging and Pledging our Common Stock | 20 |
| 2025 Director Compensation Table | 21 |
| Stock Ownership Information | 22 |
| Information Regarding Executive Compensation | 24 |
| Proposal No. 2—Advisory Resolution to Approve Executive Officer Compensation | 24 |
| Compensation Discussion and Analysis | 25 |
| Executive Summary | 25 |
| Executive Compensation Philosophy | 28 |
| Independent Compensation Consultant | 31 |
| Say on Pay, Stockholder Outreach, and Feedback | 31 |
| Setting Executive Compensation | 31 |
| Pay Components | 33 |
| Base Salary | 33 |
| Annual Cash Incentive Compensation | 33 |
| Long-Term Incentive Awards | 37 |
| Other | 43 |
| Risk Assessment | 44 |
| Share Ownership and Retention Guidelines | 44 |
| Policies Regarding Hedging or Pledging our Common Stock | 45 |
| Compensation and Leadership Development Committee Report | 45 |
| 2025 Summary Compensation Table | 46 |
| 2025 Grants of Plan-Based Awards Table | 48 |
| Additional Information Regarding 2025 Summary Compensation and Grants of Plan-Based Awards Tables | 48 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 50 |
| 2025 Option Exercises and Stock Vested Table | 51 |
| 2025 Nonqualified Deferred Compensation Table | 52 |
| 2025 Potential Payments Upon Termination or Change in Control | 53 |
| Pay Ratio | 55 |
| Equity Compensation Plan Information | 56 |
| Pay Versus Performance | 57 |
| Description of Pay Versus Performance Relationships | 63 |
| Audit | 65 |
| Proposal No. 3—Ratification of Appointment of Independent Registered Public Accounting Firm | 65 |
| Pre-Approval of Audit and Permissible Non-Audit Services | 66 |
| Fees and Services of PwC | 66 |
| Audit and Finance Committee Report | 67 |
| Additional Action Items | 68 |
| Proposal No. 4—Stockholder Proposal Regarding an Independent Board Chairman | 68 |
| Frequently Asked Questions | 72 |
| Annex A Reconciliation of Non-GAAP and GAAP Information | A-1 |
2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.