SEC Form DEF 14A filed by Quest Diagnostics Incorporated

While the Company has historically disclosed the full measure of results for its performance shares in the proxy statement covering compensation for the year in which the determination of performance and the delivery of resulting shares have been made, management has elected to, in this proxy statement, also disclose the full results for the performance shares based on a performance period ending in the year for which executive compensation is being disclosed (i.e., 2025). Going forward, the disclosure of performance related to performance shares will be limited to the performance shares based on performance periods ending in the years for which compensation is being disclosed.  Management has elected to make this change in order to provide stakeholders with disclosure on a more timely manner, which also is a more prevalent market practice.

In February 2026, the Committee determined payment for performance shares awarded during 2023. At the time of the initial grant of performance shares in February 2023, 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, 2023, to December 31, 2025.

The following table shows the targeted performance levels (awards for performance between these percentiles are interpolated on a straight-line basis).

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 154% of target.

* Excludes the impact of the acquisition of LifeLabs.

The following table shows the 2023 performance shares actually earned by each of the named executive officers.

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

In accordance with the Company’s policy, in determining the Company’s performance 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 (other than amortization expense, which is not excluded for purposes of determining NOPAT). Additionally, adjustments were made to remove the effects of significant transactions not contemplated or completed at the time performance measures were set, as follows: the performance measures were adjusted to: (i) eliminate the impact of LifeLabs (including on Invested Capital) and (ii) adjust Invested Capital to eliminate the impact of the 2023 refinancing of the Company’s 4.25% Senior Notes due 2024 and the 2024 refinancing of the Company’s 3.50% Senior Notes due 2025. The Committee made these adjustments due to the size, nature and timing of the LifeLabs acquisition (and its impact on results and Invested Capital) and, for the Invested Capital adjustments, based on the same pre-determined objective criteria, and for the same reasons, as described above in connection with the SMIP.

The impact of LifeLabs on 2025 Revenues was $722 million.

The adjustments made by the Committee had the effect of increasing ROIC for the performance period. The following table shows the performance levels for Revenue CAGR and ROIC during the period had the adjustments described above not been made.

As a result of these performance levels, the number of performance shares earned during the performance period would have been 143% of target, and the shares earned by each executive officer would have been greater than those actually earned.

2025 Equity Awards

In February 2025, the Committee awarded long-term compensation for 2025 to our Chief Executive Officer and the other named executive officers, resulting in the equity awards shown for them in the “2025 Summary Compensation Table” and the “2025 Grants of Plan-Based Awards Table” beginning on pages 46 and 48, 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.

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. 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 performance shares awarded in 2025 is set forth in the following table.

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 “2025 Nonqualified Deferred Compensation Table” on page 52.

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 & Executive Security

Perquisites represent a minor component of our executive compensation program. We provide perquisites that we believe are reasonable and competitive. In 2025, Mr. Davis had access to a Company driver, vehicle and 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. These security measures are intended to ensure the safety of Mr. Davis and enhance his productivity, which the Board believes are in the best interest of the Company and our stockholders.

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 “2025 Summary Compensation Table” beginning on page 46.

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 “2025 Potential Payments upon Termination or Change in Control” beginning on page 53. 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 a termination of employment.

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 Committee. Thus, for example, if supervisory personnel were to engage in gross negligence or intentional misconduct, the Policy would apply.

In August 2025, the Committee reviewed the compensation arrangements for the Company’s employees, including the Company’s executive officers, to assess whether the arrangements, individually or in combination, encourage risk taking that is reasonably likely to have a material adverse effect on the Company. In assessing the risk, the Committee considered plan designs, plan operation, plan controls, oversight and review, and competitive norms. In assessing the risk of plans that apply to our executive officers, the Committee also considered the risk guidelines suggested by the Center on Executive Compensation. The Committee concluded that the compensation arrangements for the Company’s employees, including the arrangements for the Company’s executive officers, do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company. Factors supporting this conclusion include the following: (i) by utilizing a variety of performance metrics in our incentive programs, we discourage excessive risk taking by removing the incentive to focus on a single performance goal to the detriment of the Company’s overall performance; (ii) under both the SMIP and our performance shares, payouts are capped at a maximum level, thereby reducing the risk that executives might be motivated to take excessive risk in order to attain excessively high performance in order to maximize payouts; (iii) we maintain a balance between short-term and long-term incentives; (iv) we maintain stock ownership and retention guidelines that are designed to incentivize our management team to focus on the Company’s long-term sustainable growth; (v) we maintain clawback policies, discussed above, designed to prevent misconduct relative to financial reporting; and (vi) the Committee discusses risk in connection with compensation for which it is responsible.

Share Ownership and Retention Guidelines

Since 2005 we have maintained common stock ownership and retention guidelines. Executives have five years from the time that they become executive officers to meet the ownership requirements. Our current guidelines are set forth in the following table.

We determine the number of shares corresponding to these thresholds on April 1 of each year using the average annual price of our common stock during the preceding calendar year and the employee’s base salary as of the first business day in April. For purposes of determining whether an employee has met the minimum shareholding requirements, we count shares subject to unvested RSUs but not shares subject to stock options or unvested performance shares.

Under the guidelines, an employee’s ability to sell shares associated with equity awards is limited until the officer satisfies a minimum ownership position. Our executive officers are required to retain 50% of net shares received from vesting of RSUs and performance shares and from the exercise of stock options, until they achieve their minimum shareholding requirement. As of April 1, 2026, each of our currently employed named executive officers is compliant with the guidelines.

The Committee periodically reviews these guidelines and may adjust them. Under our policy, if a named executive officer satisfies the minimum share ownership requirements in our guidelines, the Committee monitors future equity awards to that person to assure that the interests of the named executive officer and stockholders continue to be significantly aligned and, if warranted, adjusts the minimum share ownership requirements or adds retention requirements.

Our directors and executive officers are prohibited from hedging the economic risk of owning our Common Stock. For information regarding our policies relating to directors, executive officers and other employees hedging or pledging the Company’s common stock, see “Policies Regarding Insider Trading, Window Periods and Hedging and Pledging our Common Stock” on page 20.

Compensation and Leadership Development Committee Report

The Compensation and Leadership Development Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation and Leadership Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for 2025.

Compensation and Leadership Development Committee

Denise M. Morrison, Chair

Vicky B. Gregg

Gary M. Pfeiffer

Timothy M. Ring

Timothy C. Wentworth

2025 Summary Compensation Table

	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 Chairman, Chief Executive Officer and President		2025		1,250,000		-		8,762,861		2,999,873		2,205,844		279,901		15,498,479
			2024		1,250,000		-		8,239,724		2,843,630		1,811,250		260,258		14,404,862
			2023		1,175,000		-		7,290,745		2,499,848		1,361,531		346,710		12,673,834
	Sam A. Samad Executive Vice President and Chief Financial Officer		2025		693,269		-		2,190,967		749,742		710,358		82,805		4,427,141
			2024		668,269		-		2,028,350		699,881		580,993		90,971		4,068,464
			2023		650,000		-		1,968,594		674,882		451,913		229,725		3,975,114
	Catherine T. Doherty Executive Vice President, Regional Businesses		2025		643,269		-		1,679,674		574,876		615,184		49,943		3,562,946
			2024		618,269		-		1,593,772		549,821		477,798		46,420		3,286,080
			2023		600,000		-		1,604,093		549,846		370,800		34,105		3,158,844
	Michael E. Prevoznik Senior Vice President and General Counsel		2025		550,000		-		1,132,015		387,343		438,323		55,912		2,563,593
			2024		550,000		-		1,086,688		374,874		371,910		45,174		2,428,646
			2023		542,500		-		1,020,747		349,948		293,357		45,368		2,251,920
	Karthik Kuppusamy Senior Vice President, Clinical Solutions		2025		568,269		-		1,095,483		374,893		475,526		65,652		2,579,823
			2024		543,269		-		978,040		337,359		367,359		51,664		2,277,691
			2023		512,500		-		875,090		299,811		290,991		36,813		2,015,205

(1)	Includes amounts deferred by named executive officers into the 401(k) Plan and the SDCP (see “2025 Nonqualified Deferred Compensation Table” on page 52).

(2)

Represents the aggregate grant date fair value, based on the valuation methodology (including assumptions) set forth in footnote 17 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 2025, of the performance share awards and RSUs granted, in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”). Performance shares are valued at target. If the performance share awards were valued at maximum, the amounts shown in the column for 2025 would be for Mr. Davis, $14,525,692; for Mr. Samad, $3,631,802; for Ms. Doherty, $2,784,269; for Mr. Prevoznik, $1,876,401; and for Mr. Kuppusamy, $1,815,901.

(3)

Represents the aggregate grant date fair values of the awards, based on the valuation methodology (including assumptions) set forth in footnote 17 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 2025, in accordance with ASC 718.

(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 25 for further information regarding the performance measures.

		Davis ($)			Samad ($)		Doherty ($)			Prevoznik ($)		Kuppusamy ($)
	Matching contributions under the 401(k) Plan	17,500			17,500		17,490			17,500		16,096
	Matching credits under SDCP	135,563			46,213		26,154			28,595		29,281
	Personal ground transportation	11,745	(a)		-		-			-		-
	Personal use of company aircraft	97,518	(b)		-		1,949	(b)		-		-
	Executive physical	-			5,990		4,350			-		6,000
	Tax and Financial Planning	17,575			13,102		-			9,817		14,275
	Totals	279,901			82,805		49,943			55,912		65,652

(a)

Includes expenses attributable to personal use of driver services.

(b)

The value of the Company aircraft is based on the variable costs that the Company incurred in connection with flight activity and does not include the fixed costs of owning and operating the Company aircraft. The value was calculated based on the aggregate incremental cost to the Company of personal travel, including: landing, parking, and flight planning expenses; supplies and catering; aircraft fuel and oil expenses per hour of flight; maintenance, parts and labor per hour of flight; customs, foreign permits and similar fees; passenger ground transportation; and aircraft repositioning costs. The personal use of Company aircraft is consistent with, and pursuant to, policies approved by the Committee, including the personal use of Company aircraft by an executive for unusual circumstances as approved by the CEO.

2025 Grants of Plan-Based Awards Table

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		All Other Option Awards: Number of Securities Underlying Options (#)(4)		Exercise or Base Price of Option Awards ($/Sh)(5)		Closing Market Price on Grant Date ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(6)
	Name		Grant Date		Threshold ($)(1)		Target ($)(1)		Maximum ($)(1)		Threshold (#)(2)		Target (#)(2)		Maximum (#)(2)
	Davis		2/12/2025		484,375		1,937,500		3,875,000		2,543		33,901		67,802								164.35		5,762,831
			2/12/2025																69,633		165.30		164.35		2,999,873
			2/12/2025														18,149						164.35		3,000,030
	Samad		2/12/2025		155,986		623,942		1,247,884		636		8,476		16,952								164.35		1,440,835
			2/12/2025																17,403		165.30		164.35		749,742
			2/12/2025														4,538						164.35		750,131
	Doherty		2/12/2025		128,654		514,615		1,029,230		487		6,498		12,996								164.35		1,104,595
			2/12/2025																13,344		165.30		164.35		574,876
			2/12/2025														3,479						164.35		575,079
	Prevoznik		2/12/2025		96,251		385,000		770,000		328		4,379		8,758								164.35		744,386
			2/12/2025																8,991		165.30		164.35		387,343
			2/12/2025														2,345						164.35		387,629
	Kuppusamy		2/12/2025		99,448		397,788		795,577		318		4,238		8,476								164.35		720,418
			2/12/2025																8,702		165.30		164.35		374,893
			2/12/2025														2,269						164.35		375,066

(1)	Amounts in these columns represent the threshold, target, and maximum awards set for the 2025 SMIP. The actual amount of the non-equity plan awards paid is included in the “2025 Summary Compensation Table” beginning on page 46 under the column titled “Non-Equity Incentive Plan Compensation.”

(2)

Amounts in these columns represent threshold, target, and maximum awards for performance shares granted in 2025; for threshold, assumes that minimum performance required for payout is achieved for the ROIC metric. The performance period for the performance shares granted during 2025 ends December 31, 2027. Dividends are not payable on performance shares. For further discussion of the performance metrics see “Compensation Discussion and Analysis” beginning on page 25.

(3)	Amounts represent the number of RSUs granted in 2025. RSUs vest one-third per year on each of the first three anniversaries of the grant date.

(4)	Amounts represent the number of options granted in 2025 under the Employee Long-Term Incentive Plan. Options vest one-third per year on each of the first three anniversaries of the grant date.

(5)	The exercise price is the average of the high and low sales price of the Company’s common stock on the date of grant.

(6)	Amounts represent the grant date fair market value of each award as determined pursuant to ASC 718.

(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.

Outstanding Equity Awards at 2025 Fiscal Year-End

(1)	Each option generally vests in three equal installments on the first three anniversaries of the grant date, subject to earlier expiration following a termination of employment.

(2)

Represents RSUs awarded in 2025, 2024 and 2023, which generally vest one-third per year over three years. The grant date of February 23, 2023 also includes performance shares awarded in 2023 and earned based on the performance period that began January 1, 2023 and ended on December 31, 2025. The number of shares issuable pursuant to the awards was subject to service-based vesting through February 23, 2026. The performance shares earned by each named executive officer were as follows: Mr. Davis — 51,652 shares; Mr. Samad — 13,947 shares; Ms. Doherty — 11,364 shares; Mr. Prevoznik — 7,232 shares; and Mr. Kuppusamy — 6,200 shares.

(3)	Represents performance shares awarded in 2024 if performance were at maximum. The performance period began on January 1, 2024 and ends on December 31, 2026. 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 2025 if performance were at maximum. The performance period began on January 1, 2025 and ends on December 31, 2027. 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 25.

(5)	Represents fair market value of shares using the closing price on December 31, 2025 of $173.53.

2025 Option Exercises and Stock Vested Table

	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	55,093	(3)		5,312,128	(3)		30,474(1)			5,278,676(1)
							61,917(2)			10,757,460(2)
Samad	N/A			N/A			4,933(1)			839,306(1)
							13,884(2)			2,412,206(2)
Doherty	N/A			N/A			3,823(1)			655,884(1)
							10,380(2)			1,803,421(2)
Prevoznik	28,690	(3)		2,397,325	(3)		2,706(1)			464,579(1)
							8,549(2)			1,485,303(2)
Kuppusamy	8,269	(3)		534,466	(3)		4,801(1)			829,739(1)
							4,434(2)			770,363(2)

(1)	RSUs that vested and were converted to shares during 2025.

(2)	Performance share awards that were earned based on the performance period ending on December 31, 2024, and were determined and converted to shares during 2025.

(3)	Options that were exercised and were converted into shares in 2025.

2025 Nonqualified Deferred Compensation Table

	Name	Executive Contributions in 2025 ($)(1)		Registrant Contributions in 2025 ($)(2)		Aggregate Earnings in 2025 ($)(3)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at 12/31/25 ($)(4)
	Davis	2,121,360		135,563		901,334		-		10,093,868
	Samad	164,586		46,213		78,525		-		561,538
	Doherty	104,615		26,154		637,668		-		5,041,081
	Prevoznik	26,042		28,595		752,694		-		6,787,915
	Kuppusamy	29,281		29,281		26,050		-		187,294

(1)	Amounts deferred at the election of the named executive officer. These amounts are included in the “2025 Summary Compensation Table” beginning on page 46 in 2025 salary and 2025 non-equity incentive plan compensation (payable in 2026).

(2)	Company matching credits. These amounts may differ from those shown in the column “All Other Compensation” in the “2025 Summary Compensation Table” beginning on page 46 due to timing differences.

(3)	Earnings (losses) on SDCP accounts. These earnings (losses) are not required to be reported as compensation in the “2025 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.

2025 Potential Payments Upon Termination or Change in Control

•

“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.

Name	Cash Compensation ($)(1)		Accelerated Vesting of Performance Shares ($)(2)		Total ($)(3)
Davis	6,375,000		14,801,415		21,426,415
Samad	1,330,000		3,851,845		5,311,845
Doherty	1,170,000		3,085,190		4,365,190
Prevoznik	1,870,000		2,016,592		4,006,592
Kuppusamy	977,500		1,778,683		2,866,183

(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, 2025 (determined based on the number of months in the performance period). For awards granted in 2023, value is based upon actual performance for the performance period ended December 31, 2025. For awards granted in 2024 and 2025, 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, 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, $250,000; Mr. Samad, $130,000; Ms. Doherty, $110,000; Mr. Prevoznik, $120,000; and Mr. Kuppusamy, $110,000.

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		9,562,500		4,095,485		30,659,938		6,732,617		51,300,540
Samad		2,660,000		1,026,765		7,793,555		1,693,653		13,303,973
Doherty		2,340,000		809,383		6,153,890		1,323,860		10,737,133
Prevoznik		2,805,000		544,021		4,093,319		887,779		8,450,119
Kuppusamy		1,955,000		490,409		3,704,474		820,450		7,080,333

(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 2025 but unpaid as of December 31, 2025 (the amount of the annual incentive compensation for 2025 is set forth in the “2025 Summary Compensation Table” beginning on page 46).

(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, 2025. For awards granted in 2023, value is based upon actual performance for the performance period ended December 31, 2025. For awards granted in 2024 and 2025, value is based upon the greater of (a) actual performance to date as if the applicable performance period had ended on December 31, 2025, or (b) target performance.

(4)	Represents the value of accelerated RSUs.

(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.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted- average exercise price of outstanding options, warrants and rights ($) (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans approved by security holders
Employee Long-Term Incentive Plan(1)	4,701,829	(4)		121.09		7,891,823	(6)(7)
Long-Term Incentive Plan for Non-Employee Directors(2)	84,279	(5)		N/A		88,688
Employee Stock Purchase Plan	-			N/A		2,589,402	(8)
Equity compensation plans not approved by security holders(3)	-			N/A		-
Total	4,786,108			121.09		10,569,913

(1)	Awards under this plan may consist of stock options, performance shares to be settled by the delivery of shares of common stock (or the value thereof), stock appreciation rights, restricted shares and RSUs to be settled by the delivery of shares of common stock (or the value thereof).

(2)	Awards under this plan may consist of stock options or stock awards (which may consist of shares or the right to receive shares, or the value thereof, in the future).

(3)

The table does not include 14,538 shares of common stock that were issued to the trust for the SDCP prior to May 2004 that may be distributed to participants under the SDCP. While the SDCP does not provide a stock fund as a current notional investment option, the plan includes a stock investment fund option that was frozen effective April 1, 2004. In addition, prior to January 1, 2003, Company matching credits under the SDCP were credited to participant accounts in the form of shares of common stock. Participants are no longer allowed to notionally invest in additional shares of common stock under the SDCP.

(4)

Includes 3,337,098 options, 544,284 RSUs and 820,447 performance shares (assumes that performance shares for the performance period ended December 31, 2025 are based on shares actually earned and that performance shares for periods ending subsequent to December 31, 2025 are earned at the maximum rather than the target amount). If performance shares for periods ending subsequent to December 31, 2025 were earned at target rather than the maximum amount, the number of performance shares would be 513,882.

(5)	Includes 84,279 RSUs.

(6)	Assumes that performance shares are earned at the maximum rather than the target amount.

(7)

Awards of stock options and stock appreciation rights reduce the number of shares available for grant by one share for every share subject to the award. Awards of restricted shares, RSUs and performance shares reduce the number of shares available for grant by 2.65 shares for every one share or unit granted. Thus, if future awards under the Employee Long-Term Incentive Plan consisted exclusively of RSUs and performance shares, awards covering a maximum of 2,978,047 shares could be granted.

(8)	After giving effect to shares issued in January 2026 for the December 2025 payroll under the Employee Stock Purchase Plan.

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 TSR 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 2025 Annual Report on Form 10-K.

*	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.

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 “2025 Summary Compensation Table” (see page 46).

Year	PEO	Adjustments made to Summary Compensation Table Total to determine  Compensation Actually Paid
2025	James E. Davis	$8,762,861 of stock awards and $2,999,873 of option awards was subtracted and replaced with: •     $13,420,513 representing year end fair value of stock and option awards granted in 2025 that remained unvested and outstanding at the end of 2025; •     $6,540,953 representing the change in fair value as of the end of 2025 (from the end of the prior fiscal year) of stock and option awards granted prior to 2025 that remained unvested and outstanding at the end of 2025; •     $2,648,169, 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 2025 that vested in 2025, and •     $165,009, 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.
2024	James E. Davis	$8,239,724 of stock awards and $2,843,630 of option awards was subtracted and replaced with: •     $16,427,092 representing year end fair value of stock and option awards granted in 2024 that remained unvested and outstanding at the end of 2024; •     $5,095,869 representing the change in fair value as of the end of 2024 (from the end of the prior fiscal year) of stock and option awards granted prior to 2024 that remained unvested and outstanding at the end of 2024; •     $(712,315), 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 2024 that vested in 2024, and •     $143,311, 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.
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 •     $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.