v

2023 Proxy Statement

Contents

PROXY STATEMENT        QUEST DIAGNOSTICS INCORPORATED

Contents

2022 Proxy Statement

		2023 Proxy Statement

Information About Our Corporate Governance

Proposal No. 1—1 — Election of Directors

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

Our Board currently has tennine directors. Directors are elected annually for a one-year term concluding on the date of the next subsequent 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. Dr. Helen I. Torley, one of our directors, decided to not stand for re-election at the Annual Meeting. Upon the conclusion of her term, the size of the Board will be reduced to nine directors. The Board is grateful to Dr. Torley for her contributions to Quest Diagnostics during her service on the Board.

Our Company has announcedrecently completed a management transition. On February 3, 2022, we announced that the Board, as part of its ongoing leadership succession planning, has appointed James E. Davis currently Executive Vice President, General Diagnostics, to be the nextbecame Chief Executive Officer and President of the Company effective November 1, 2022. On November2022 and Chairman of the Board effective April 1, 2022,2023. Mr. Davis will succeedsucceeded Stephen H. Rusckowski, who will have served as our Chief Executive Officer and President for more than a decade, and also servesserved as the Chairman of our Board.Board until he retired on March 31, 2023. The Board is grateful to Mr. Rusckowski will continuefor his many contributions to serveour Company.

On July 11, 2022, Sam A. Samad joined our Company as Executive Chairman through March 2023. In addition, Mr. Davis was appointed Chief Executive Officer - Elect, effective February 3, 2022.

On February 3, 2022, we also announced that Mark J. Guinan, ouran Executive Vice President and, on July 25, 2022, became our Chief Financial Officer, plansOfficer. Mr. Samad succeeded Mark Guinan, who in February 2022 announced his intention to retire in 2022. We have begun a search to identify Mr. Guinan’s successor. Mr. Guinan will participate in the selection process and is expected to remain in his role through the transition.retire.

After considering the recommendation of the Governance Committee, the Board nominated the nominees below to serve as directors of Quest Diagnostics. Each nominee, other than Dr. Diaz, currently is a director of the Company whose term expires at the Annual Meeting. The Board nominated Dr. Diaz for election for the first time at the Annual Meeting. The Governance Committee evaluated several candidates as potential director nominees. After directors interviewed Dr. Diaz, the Governance Committee unanimously recommended to the Board that Dr. Diaz be nominated to be a director. 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.

1

2022 Proxy Statement

	1	2023 Proxy Statement

2023 Proxy Statement	2

2022 Proxy Statement

2

	3	2023 Proxy Statement

3

2022 Proxy Statement

2023 Proxy Statement	4

2022 Proxy Statement

4

	5	2023 Proxy Statement

5

2022 Proxy Statement

2023 Proxy Statement	6

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

Governance Practices

The Board believes that good corporate governance, designed to protect and enhance stockholder value, is important. The Company has strong corporate governance structures, processes, policies and practices. We engage with our stockholders and listen to their concerns. Our Board benefits from knowledgeable independent directors.

The Board has adopted Corporate Governance Guidelines to enhance its own effectiveness and to demonstrate its commitment to strong corporate governance for the Company. The Board reviews these Guidelines no less frequently than annually, including in response to changing regulatory requirements, evolving practices and the concerns of our stockholders. The Company also has adopted a Code of Ethics applicable to all directors, officers and employees. The Corporate Governance Guidelines and Code of Ethics are published on our website at www.QuestDiagnostics.com. The information on or accessible through our website is not incorporated by reference in this Proxy Statement.

	✔
		Commitment to board refreshment – seveneight new directors since 2014, including with significant CEO experience

✔

NineEight of tennine directors are independent (our CEO and President is our only non-independent director)

✔

SixFive of tennine directors are women or ethnically diverse

✔

Cybersecurity Committee of the Board since 2019

✔

Annual election of entire board

✔

Majority voting standard for director elections

✔

Annual assessment of Board and Committee structure and performance

✔

Lead Independent Director with clearly defined role and robust responsibilities

✔

Regular executive sessions for independent directors only, presided over by Lead Independent Director

2022 Proxy Statement

6

✔

Independent directors receive a majority of their annual compensation in equity to further align their interests with our stockholders’ interests

✔

Committee assignments are regularly reviewed and selected with a view to continuity and diversity

	✔	Annual reviews of succession planning and development of management personnel

	✔
		Proxy access right for stockholders

✔

Stockholder rightRight to request that the Company call a special meeting of stockholders with a proposal before stockholders to reduce the threshold required to exercise this right

✔

Proposal before stockholders to allow stockholdersRight to act by non-unanimous written consent in certain circumstances

✔

No “poison pill” stockholders’ rights plan

✔

No supermajority voting requirements

✔

Annual say-on-pay vote

	✔	Active stockholder engagement

	✔
		Committees report on their activities to the Board at each Board meeting

✔

Director education programs conducted by third parties provided for our directors

✔

Public disclosure of corporate political contributions policy and information regarding corporate political expenditures

✔

Board materials provided to directors in advance of meetings to allow preparation for discussion of items

✔

Board portal enhances the Board’s efficiency, access to information, security and communication

✔

Independent directors have unlimited access to officers and employees of the Company

✔

Board and committees have access to and the authority to retain independent legal, financial or other advisors

	7	2023 Proxy Statement

Corporate Responsibility

The Company and the Board take seriously the responsibility of corporate stewardship, which includes promotingcreating a healthier world and building value for all stakeholders, and creating an inspiring and inclusive workplace.stakeholders. The Company has a deep commitment to its patients, employees, communities and the environment. The Company aims to do business in an environmentally sustainable, socially responsible manner and make a difference in the communities in which it operates. We maintain a Corporate Responsibility webpage, www.QuestDiagnostics.com/our-company/corporate-responsibility, that provides information about our corporate responsibility program, including our focus on environmental, social and governance (“ESG”) issues. The information on or accessible through our website is not incorporated by reference in this Proxy Statement.

7

2022 Proxy Statement

✔

Approximately 71%72% of employees identify as women and approximately 51%50% of U.S.  employees identify as people of color

✔ Ten Employee Business Networks (including African-American Business Leaders, DiverseAbilities, Hispanic/Latino, Pan Asian Leaders and Women in Leadership) that work closely with our talent acquisition team to bring in diverse talent and support them through targeted mentoring and training programs

	✔	GreenQuest Sustainability Policy worksTen Employee Business Networks (including African-American Business Leaders, DiverseAbilities, Hispanic/Latino, Pan Asian Leaders and Women in Leadership) that work closely with our talent acquisition team to bring in diverse talent and support them through targeted mentoring and training programs
		Initiatives to conserve resources and minimize the negative impact of our operations and facilities on the environment through pollution prevention, energy efficiency, fleet conservation, and strategic sourcing

✔

Environment, Health and Safety program reduces risk of employee injury

✔

Patient Assistance Program tailors solutions for uninsured or underinsured patients based on individual circumstances

✔

“Action with Integrity” Code of Ethics reflects the Company’s commitment to operate as a trustworthy, transparent and ethical organization

✔

Collaborations with nonprofit organizations improve access to care through donated services, charitable giving, and thought leadership

✔

Quest for Health Equity, a $100 million-plus initiative to help reduce health disparities in underserved American communities

✔

Employee volunteer program Quest Community Action Network, with chapters across the country, has raised millions of dollars for worthwhile causes

	✔	Further supportSupport employee service with the Company’s “Dollars for Doers” and Matching Gifts program,programs, which provide funds to hundreds of nonprofit organizations that share the Company’s commitment to empowering better health and fostering inclusion
		Named as one of Fortune’s World’s Most Admired Companies in 2023 for the ninth consecutive year
		Named a Best Place to Work for LGBTQ Equality, based on the Human Rights Campaign Foundation Corporate Equality Index 2022
		Ranked as one of Forbes America’s Best Large Employers in 2023
		Named one of America’s Greatest Workspaces for Diversity in 2023 by Newsweek

Director Independence

The Board assesses the independence of each director annually, and of each director nominee, in accordance with the Company’s Corporate Governance Guidelines and New York Stock Exchange (“NYSE”) listing standards. The independence guidelines in the Corporate Governance Guidelines are consistent with the independence requirements in the NYSE listing standards and include guidelines as to categories of relationships that are considered not material for purposes of director independence.

2023 Proxy Statement	8

All members of the Audit and Finance Committee, the Governance Committee, and the Compensation and Leadership Development Committee must be independent under NYSE listing standards and the Company’s Corporate Governance Guidelines. Pursuant to the charters of the Audit and Finance Committee and the Compensation and Leadership Development Committee, respectively, members of these committees also must satisfy separate independence standards based on requirements of the Securities and Exchange Commission (“SEC”) and NYSE, respectively.

The Board has determined that a substantial majority (nine(eight of ten)nine) of our directors, as well as our new director nominee, Dr. Diaz, are independent. Each member, including the chair, of each of the Audit and Finance Committee, the Compensation and Leadership Development Committee, the Governance Committee, the Cybersecurity Committee and the Quality and Compliance Committee qualifies as independent, including under the committee-specific independence requirements discussed above. In making its determinations as to the independence of the directors, the Board reviewed relationships between the Company and each of them, includingthem. The Board considered the ordinary course commercial relationships in the last three years between the Company and the entitiesentity of which each of Mr. Lassiter and Dr. Torley is an executive officer;officer and determined that these relationships did not exceed a certain amount of that entity’s gross revenues in any year.

2022 Proxy Statement

8

the thresholds under the NYSE listing standards and did not otherwise impair Mr. Lassiter’s independence.

The Board has determined the following directors and nominee to be independent:

✔	Luis A. Diaz, Jr., M.D.		Denise M. Morrison
	Tracey C. Doi	✔	Gary M. Pfeiffer
✔	Vicky B. Gregg	✔	Timothy M. Ring
✔	Wright L. Lassiter III	✔ Helen I. Torley, M.B. Ch.B, M.R.C.P.
✔Timothy L. Main	✔Gail R. Wilensky, Ph.D.
✔Denise M. Morrison	Timothy L. Main

Mr. Rusckowski,Davis, who is the Company’s Chairman, Chief Executive Officer and President, is not independent. Dr. Torley is not standing for reelection at the Annual Meeting.

Stockholder Access and Outreach

Stockholders and any other person may communicate with the Board by sending comments to our Lead Independent Director through the web form available at www.questdiagnostics.com/home/contact/Lead-Independent-Director,contact-us/lead-independent-director, or by writing to the full Board or any individual director or any group or committee of directors, c/o Corporate Secretary, 500 Plaza Drive, Secaucus, New Jersey 07094. Communications received are automatically routed to our Lead Independent Director with a copy to our General Counsel and Corporate Secretary. The Lead Independent Director determines whether any such communication should be distributed to other members of the Board. Communications receivedreviewed by the Corporate Secretary addressed as set forth above, other than communications unrelated toand handled in accordance with protocols approved by the dutiesGovernance Committee and responsibilities of the Board, are forwarded to the intended directors.directors as appropriate.

We have a program of ongoing dialogue with our investors and regularly reach out to large stockholders to listen to their concerns and to inform them about the Company. Our Board receives reports regarding these discussions. During the past year, we reached out to stockholders holding nearly 78%approximately two-thirds of the Company’s outstanding common stock, and held discussions with those that accepted our invitation and others that reached out to us. These discussions addressed topics such as corporate governance, executive pay, company strategy and the Company’s approach to other ESG issues. During these discussions during the past year, investors generally shared positive feedback regarding the Company’s structuring of and overall approach to corporate governance and executive pay, as well as the other topics discussed. Further, our Corporate Governance Guidelines publicly affirm the Board’s long-standing approach of being available for discussions with stockholders in appropriate circumstances.

The Audit and Finance Committee maintains a procedure whereby complaints and concerns with respect to accounting, internal controls and audit matters may be submitted to the Audit and Finance Committee. All communications received by a director relating to the Company’s accounting, internal controls or audit matters are immediately forwarded to the Chair of the Audit and Finance Committee and are investigated and responded to in accordance with the procedures established by the Audit and Finance Committee. In addition, the Company has established a hotline (known as CHEQline) pursuant to which employees can anonymously report accounting, internal controls, and financial irregularities (as well as compliance concerns on other laws)laws, and other issues).

Our Corporate Governance Guidelines provide that directors are encouraged and expected to attend the Annual Meeting. All our directors then in office attended the 20212022 annual stockholders meeting.

Board Nomination Process

The Governance Committee is responsible for reviewing with the Board, on an annual basis, the composition of the Board as a whole and whether the Company is being well served by the directors, taking into account each director’s independence, skills, experience, tenure, availability for service to the Company and other factors the Governance Committee deems appropriate. The Governance Committee is responsible for recommending director nominees to the

	9	2023 Proxy Statement

Board, including re-nomination of persons who are already directors. The Governance Committee does not set specific, minimum qualifications that nominees must meet in order for the Governance Committee to recommend them to the Board, but rather believes that each nominee should be evaluated based on his or her own merits, taking into account the Company’s needs, Board succession planning considerations, and the overall composition of the Board, which includes an analysis of current directors’ skills and experience. Recommendations are made by the Governance Committee 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. The Governance Committee believes that the Board should be comprised of individuals whose backgrounds and experience complement those of other Board members, and considers whether a prospective nominee promotes a diversity of talent, skill, tenure, expertise, background, perspective and experience, as well as diversity with respect to age, gender identity, race, ethnicity, place of residence, sexual orientation and specialized experience. The Governance Committee does not assign specific weights to particular criteria and nominees are not required to possess any particular attribute.

9

2022 Proxy Statement

The key qualifications and other considerations set forth in the Company’s Corporate Governance Guidelines are set forth below.

In recruiting and selecting a Board candidate, as a supplement to the key qualifications and other considerations for director candidates outlined in the Corporate Governance Guidelines, the Governance Committee considers other important skills and professional experiences to determine whether a candidate has skills and experience well-suited for the expected needs of the Board, including whether the skills and experience complement those of the other Board members or nominees. The table below includes, for each director nominee, an illustrative, non-exhaustive listing of supplemental skills and experiences that the Board considered most relevant when nominating that nominee. Although a check mark indicates that the Board relied upon the specific skill or experience in making its decision, the absence of a check mark does not mean the nominee does not possess the specific skill or experience. The biographies beginning on page 12 provide more information on each nominee’s skills and experience. The table also provides self-identified demographic and tenure information regarding each nominee.

2022 Proxy Statement

10

2023 Proxy Statement	10

The Governance Committee regularly reviews the Board’s composition to ensure that we continue to have the right mix of skills, diversity, background and tenure reflected on the Board. Our Board’s membership represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors as well as the fresh perspectives of newer directors. The composition of the director nominee group (assuming Dr. Diaz’s election at the Annual Meeting) with respect to tenure and ethnic and gender diversity are shown below:

The Board is committed to fostering diversity of the Board. In addition to valuing diversity of talent, skill, tenure, expertise and experience, the Board seeks to include directors with diverse backgrounds, including with respect to race, ethnicity, age, gender identity and sexual orientation, in order to ensure that diverse perspectives are included on the Board. When conducting searches for new directors, it is the Board’s policy to actively and routinely seek a diverse candidate pool, including women and ethnically diverse candidates. The Board assesses the effectiveness of this process each time a new director is nominated to join the Board.

11

2022 Proxy Statement

	11	2023 Proxy Statement

The Governance Committee considers suggestions from many sources, including stockholders, regarding possible candidates for director. Stockholders may recommend candidates for consideration as director by sending comments to our Lead Independent Director through the web form available at www.questdiagnostics.com/home/contact/Lead-Independent-Directorcontact-us/lead-independent-director or writing to the full Board or any independent Board member, c/o Corporate Secretary, 500 Plaza Drive, Secaucus, New Jersey 07094. The recommendation should contain the proposed nominee’s name, biographical information and relationship to the stockholder. The Governance Committee evaluates stockholder recommendations for director candidates in the same manner as other director candidate recommendations. Stockholders may also nominate director candidates. See “Frequently Asked Questions” beginning on page 6177 for information regarding the process and deadline for stockholders to submit director nominations for the 20222024 annual meeting of stockholders.

Board Committees

During 2021,2022, the Board held 11nine meetings. In order to fulfil its responsibilities, the Board has delegated certain authority and responsibilities to its standing committees. There are six standing committees. The Board’s structure and operations reflect its alignment on ESG issues. The Board holds primary responsibility for oversight of human capital management issues, as reflected in the Corporate Governance Guidelines. The Board expects to continue to monitor developments related to ESG issues and whether its allocation of responsibilities remains appropriate. Recently the Board renamed the Compensation Committee the Compensation and Leadership Development Committee and revised the committee’s charter to include leadership development for senior management other than the Chief Executive Officer. As discussed under the heading “Board, Committee and CEO Evaluation Process” beginning on page 17, each committee reviews its own performance.

During 2021, the Board undertook a review of its structure and operations to ensure that it has appropriate focus on ESG issues. As a result of the review, the Board re-aligned responsibilities of the Board and several of its committees, amending the Corporate Governance Guidelines and relevant committee charters to reflect the re-alignment. In addition, annual activity calendars for the Board and its committees were revised for 2022 to reflect the revisions. As a result of the review, the Board retained primary responsibility for oversight of human capital management issues, as reflected in the Corporate Governance Guidelines. The re-aligned responsibilities of the committees are reflected in the committee descriptions below. The Board expects to continue to monitor developments related to ESG issues and whether its allocation of responsibilities remains appropriate.

2022 Proxy Statement

12

In 2021,2022, each nominee attended at least 75% of the meetings of the Board and the Board committees on which he or she served held during the period such directornominee was in office. Any director may attend meetings of any committee of which the director is not a member.

2023 Proxy Statement	12

For each year, a schedule of Board meetings is established before the year begins. Committee meetings are generally scheduled for the dayshortly before, or the day of, meetings of the full Board, except that meetings of the Executive Committee are scheduled only when needed. The Board and each committee also hold such additional meetings as the Board or committee, respectively, determines necessary or appropriate. Set forth below is a brief description of each standing committee and its function, its membership and the number of meetings it held during 2021.2022. The Board will identify committee appointments for Dr. Diaz following his election to the Board. Additional information about the committees can be found in their charters, which are available on our website at www.QuestDiagnostics.com.

13

2022 Proxy Statement

	13	2023 Proxy Statement

2022 Proxy Statement

14

2023 Proxy Statement	14

15

2022 Proxy Statement

	15	2023 Proxy Statement

Board Leadership Structure

At Quest Diagnostics, we recognize the importance of good corporate governance and value the leadership and input of the independent members of our Board. Stephen H. Rusckowski, ourThe Board believes that its leadership structure should be determined by what is in the best interest of the Company. The Board does not have a policy that requires the combination or separation of the Chair and Chief Executive Officer and President, serves as Chairman of the Board of Directors, and Timothy M. Ring serves as Lead Independent Director. The Board currently believes that having our CEO and President serve as Chairman as well as having a Lead Independent Director helps the administration and organization of the Board and facilitates the effective performance of its duties, including the activities of the independent directors.roles. The Board has revised its leadership structure from time to time and retains the flexibility to revise its leadership structure if, in the exercise of its fiduciary duties, the Board believes that such revision is appropriate. OurCurrently, the roles of Board Chair and Chief Executive Officer are combined with James E. Davis. The Board believes that Mr. Davis’ long tenure with the Company in multiple roles and his extensive industry experience make him well-suited to facilitate the Board’s oversight of our operations, strategy and risk. In accordance with the Company’s Corporate Governance Guidelines, where the Board Chair is not an independent director, the independent directors designate a Lead Independent Director, who has a robust set of responsibilities set forth in our Corporate Governance Guidelines.

2022 Proxy Statement

16

Guidelines and described below under the heading “Principal Responsibilities of the Lead Independent Director,” and who assists with the administration and organization of the Board and facilitates the effective performance of its duties, including the activities of the independent directors. The independent directors have selected Timothy M. Ring to serve as Lead Independent Director.

2023 Proxy Statement	16

•  Participates with the Chairman of the Board and CEOChief Executive Officer in the preparation of the agendas for Board meetings, and has the authority to call meetings of the independent directors •  Serves as a member of the Board’s Executive Committee •  Coordinates providing timely feedback from the directors to the Chairman of the Board •  Presides over all executive sessions of the independent directors and all Board meetings in the absence of the Chairman of the Board •  Takes a leading role in the process of evaluating the Board, and leads the independent directors in the annual evaluation of the performance of the CEOChief Executive Officer and President •  Interviews candidates for the Board •  Serves as the principal contact for stockholder communications with the independent directors •  Monitors, and if appropriate discusses with the other independent directors, communications received from stockholders and others   We also have other mechanisms in place to promote the appropriate level of independence and oversight in Board decisions. See “Corporate Governance Highlights” on page 6.7. Board Oversight of Company Culture and Human Capital The Board is committed to fostering a strong culture of compliance and ethical conduct and has structured its committees and their activities to support its commitment. The Board supports management’s promotion of a corporate culture of integrity, ethical behavior and compliance with laws and regulations and efforts to ensure that the Company’s culture and its strategy are aligned. The Board expects all directors, as well as officers and employees, to conduct themselves in a manner consistent with our Code of Ethics and our values. The Board believes that a strong culture of integrity, ethics and compliance is fundamental to the conduct of the Company’s business, and is necessary for effective risk management, maintaining investor trust, and successful corporate governance. Creating We have long strived to create an inspiring workplace, is one of our three corporate goals, and this goal driveshas driven our approach to human capital management. Effectively managing our human capital resources is a priority with key components that include culture, safety and well-being programs, employee engagement, and development and succession planning. Our Board actively engages in oversight of our human capital management, including by receiving management reports on key areas, strategies and initiatives. Additional information about our human capital management strategies and initiatives is available in our 20212022 Annual Report on Form 10-K and our 20202021 Corporate Responsibility Report, each of which is available on our website at www.QuestDiagnostics.com. Board, Committee and CEO Evaluation Process The Board annually conducts an annuala self-evaluation of its performance and effectiveness. EachThe charter of the sixeach standing committeescommittee of the Board, discussed under the heading “Board Committees” on beginning on page 12, pursuantcalls for the committee to its charter, also conductsconduct an annual self-evaluation of its performance, and effectiveness, and reportsreport to the Board the results of the self-evaluation. The Governance Committee is tasked with establishing criteria and processes for and overseeing the annual self-evaluation of the Board and the committees. Each year, the Governance Committee discusses the appropriate approach for that year’s Board and committee evaluations. Prior to the meeting at which each annual self-evaluation occurs, each member of the Board and the committees receives a discussion outline, which encourages the directors to consider the Board’s or committee’s structure, processes, overall effectiveness, and improvement since the previous year’s assessment. In addition, our General Counsel discusses individually with each director, and with members of our senior management, the self-evaluation items and compiles feedback received for discussion with the Lead Independent Director.Director and the full Board. At the meeting, the Lead Independent Director or the committee chair, as applicable, leads a discussion guided by the outline provided, and the Board or committee, as applicable, identifies action items as well as items for further review. 17        2022 Proxy Statement       17 2023 Proxy Statement Periodically, the Board engages an independent consultant to assist with the evaluation, including evaluating individual director performance. When the Board evaluates individual director performance, input from other directors and senior management is considered, in a process that protects anonymity to ensure honest feedback. In these situations, the independent consultant and the Lead Independent Director together review the results of the individual director evaluations with the individual directors. The Lead Independent Director reviews the remaining items with the Board and assists the Board in identifying action items as well as items for further review. In addition, the Compensation and Leadership Development Committee, pursuant to its charter, conducts an annual review of the Chief Executive Officer’s performance, receives input on the review from the Board, and reports the results of its review to the Board. Pursuant to our Corporate Governance Guidelines, the Board, led by the Lead Independent Director, reviews the Compensation and Leadership Development Committee’s report in order to ensure that the Chief Executive Officer is providing the necessary leadership for the Company in light of the Company’s current and longer termlonger-term goals. The Board then provides feedback to the Chief Executive Officer regarding his performance. Board Role in Risk Oversight The Board and its committees play an active role in overseeing the Company’s key risks, as discussedrisks. As highlighted in the table below.below, the Board has delegated primary responsibility for overseeing our enterprise risk management program to the Audit and Finance Committee, and has assigned oversight of specific risks to the Board committee with the appropriate subject matter responsibility, as set forth in the committee charters. The Board has also considered its role in risk oversight in determining the current Board leadership structure. The Company’s management is responsible for risk management, which it does through a committee of senior managers that leads the Company’s enterprise risk management program;program. The program includes a formal continuous process that identifies, assesses, mitigates and manages the program is discussed inrisks from both internal and external conditions that could significantly impact the Company’s Annual Report on Form 10-K.Company and influence its business strategy and performance, including ESG issues. The program is designed to identify and addressfocus on the Company’s key risks from time to time;risk types, which are: operational; financial; legal and compliance; and strategic. The Company’s key risks currently include without limitation: medical quality, cybersecurity and business continuity. The Company’s enterprise risk management program is discussed in the Company’s Annual Report on Form 10-K. Roles of the Board and its Committees in Risk Oversight Board of Directors Cybersecurity Committee • Annually reviews our enterprise risk management program. • Receives regular updates from management and the Board’s committees regarding their activities with respect to the program. • Oversees risk management and compliance with respect to information security systems and processes. • Reviews adequacy and effectiveness of our cybersecurity program and regularly receives reports from management on cybersecurity matters.   Annually reviews our enterprise risk management program. Receives regular updates from management and the committees below regarding their activities with respect to the program. Audit and Finance Committee   Quality and ComplianceGovernance Committee • Has been delegated primary responsibility for overseeing our enterprise risk management program by the Board. • Receives regular updates from management regarding our enterprise risk management program, including with respect to business continuity. • Regularly oversees compliance with securities and accounting rules and regulations.   • Reviews policies, programs and reports related to environmental sustainability matters. • Reviews the Company’s overall ESG priories, goals and strategies. • Receives regular reports from management regarding these topics. 2023 Proxy Statement 18 Compensation and Leadership Development Committee Quality and Compliance Committee • Annually reviews compensation arrangements for members of our executive leadership team. • Assesses whether such compensation arrangements encourage risk taking that is reasonably likely to have a material adverse effect on the Company. • Reviews the adequacy and effectiveness of policies and programs to ensure compliance with laws and regulations applicable to our business (other than with respect to securities and accounting). • Oversees the Company’s data privacy program. • Reviews the adequacy and effectiveness of our medical quality program. • Receives regular reports from management regarding these topics. Compensation Committee Cybersecurity Committee •    Annually reviews compensation arrangements for members of our senior management team. •     Assesses whether such compensation arrangements encourage risk taking that is reasonably likely to have a material adverse effect on the Company. •    Oversees risk management and compliance with respect to information security systems and processes. •    Reviews adequacy and effectiveness of our cybersecurity program and regularly receives reports from management on cybersecurity matters. 2022 Proxy Statement 18   Related Person Transactions The Company has a written policy pursuant to which it evaluates proposed transactions involving a related person and the Company in which the amount involved exceeds $120,000. A related person is any director or executive officer of the Company, any immediate family member of a director or executive officer, or any person who owns 5% or more of the Company’s outstanding common stock. The office of the General Counsel is primarily responsible for the administration of the policy and for determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. Certain transactions are defined not to be related person transactions under the policy. The Governance Committee reviews any proposed transaction in which a related person has a direct or indirect material interest, except for any compensation arrangements involving an immediate family member of a director or an executive officer. In the event that the General Counsel becomes aware of a related person transaction not approved in advance, the General Counsel will arrange for the related person transaction to be reviewed at the next regularly scheduled meeting of the Governance Committee. Any member of the Governance Committee who is a related person with respect to a transaction under review may not participate in any review, consideration or approval of the transaction. In considering any related person transaction, the Governance Committee determines whether the transaction is fair to the Company. In considering a proposed transaction involving a director or the immediate family member of a director, the Governance Committee also assesses whether the proposed transaction could reasonably be expected to impact the independence of the director under the Company’s Corporate Governance Guidelines, the NYSE listing standards or other applicable rules. Compensation arrangements involving an immediate family member of an executive officer are reviewed and approved by the Chief Executive Officer and the Senior Vice President, Chief Human Resources Officer, unless such person is an immediate family member of the Chief Executive Officer, in which case the compensation arrangement is approved by the Compensation and Leadership Development Committee. Compensation arrangements involving an immediate family member of a director are reviewed and approved by the Compensation and Leadership Development Committee. During 2021,2022, there were no related person transactions meeting the requirements for disclosure in this proxy statement. Policies Regarding Hedging and Pledging our Common Stock; Window Periods Our directors and executive officers are prohibited from pledging the Company’s common stock to secure a loan and from holding such stock in a margin account. Our directors and employees, including executive officers, are prohibited from entering into transactions or purchasing financial instruments that are expected to hedge or offset, or designed to hedge or offset, a decline in our common stock price, including, but not limited to, the use of financial derivatives (including, for example, prepaid forward contracts, equity swaps, collars, puts and calls or exchange funds). Our directors and employees, including executive officers, also are prohibited from entering into transactions (including, for example, short sales) that establish downside price protection for our common stock. In addition, our directors and executive officers, as well as certain other employees, generally may purchase or sell Company securities only during permitted window periods (generally beginning on the business day following the issuance of our quarterly earnings releases and continuing until the end of the second month of the fiscal quarter). 2021 19 2023 Proxy Statement 2022 Director Compensation Table Director Compensation Program for 20212022. After considering the recommendation of the Compensation Committee, which received input from its independent consultant, the Board determined to (i) increase the annual cash retainer fee paid to our non-employee directors to $100,000 (from $96,500), (ii) increase the value of the annual equity award to non-employee directors to $180,000 (from $168,000) and (iii) increase the annual retainer fee paid to members of the Quality and Compliance Committee to $7,500 (from $7,000). The following table sets forth the 20212022 compensation of our non-employee directors then in office. No changes to our director compensation program were made in 2022. Mr. Rusckowski our onlyand Mr. Davis, each of whom served as an employee director during 2021,2022, received no additional compensation in 2022 for serving as director. None of our non-employee directors receives any consulting or other non-director fees from the Company. 19        2022 Proxy Statement   Director Fees Earned or Paid in Cash ($) Stock Awards ($)(1)(2) Total ($) Tracey C. Doi 44,860 135,614 180, 474 Vicky B. Gregg 127,721 179,916 307,637 Wright L. Lassiter III 120,500 179,916 300,416 Timothy L. Main 135,500 179,916 315,416 Denise M. Morrison 117,000 179,916 296,916 Gary M. Pfeiffer 159,500 179,916 339,416 Timothy M. Ring 150,893 179,916 330,809 Daniel C. Stanzione 68,563 - 68,563 Helen I. Torley 117,000 179,916 296,916 Gail R. Wilensky 138,000 179,916 317,916 Director Fees Earned or Paid in Cash ($)   Stock Awards ($)(1)(2)   Total ($) Tracey C. Doi 120,500   179,943   300,443 Vicky B. Gregg 134,500   179,943   314,443 Wright L. Lassiter III 120,500   179,943   300,443 Timothy L. Main 135,500   179,943   315,443 Denise M. Morrison 117,000   179,943   296,943 Gary M. Pfeiffer 159,500   179,943   339,443 Timothy M. Ring 166,000   179,943   345,943 Helen I. Torley 58,500   -   58,500 Gail R. Wilensky 138,000   179,943   317,943   (1) Represents the aggregate grant date fair values of the awards. Each of our non-employee directors then in office received a single award of 1,363 1,292restricted share units (“RSUs”), except for Ms. Doi, who received a pro-rated award of 905 RSUs for the period beginning on the date that she joined the Board.. RSUs reported in this column were valued based on the average of the high and low prices of our common stock on the grant date. As of December 31, 2021,2022, each non-employee director in office during 20212022 held the number of RSUs set forth beside his or her name below. Ms. Doi 909 Mr. Pfeiffer 23,471 Ms. Gregg 2,958 Mr. Ring 22,435 Mr. Lassiter 3,310 Dr. Stanzione 1,595 Mr. Main 2,958 Dr. Torley 2,958 Ms. Morrison 4,701 Dr. Wilensky 2,958   Ms. Doi 2,232 Mr. Pfeiffer 25,236   Ms. Gregg 2,712 Mr. Ring 24,179   Mr. Lassiter 4,680 Dr. Torley 1,420   Mr. Main 2,712 Dr. Wilensky 2,712   Ms. Morrison 5,075       (2) No stock options were awarded to our non-employee directors during 2021.2022. As of December 31, 2021, each2022, the only non-employee directordirectors in office during 20212022 who held options to purchase the number ofCompany’s common stock were Mr. Main and Dr. Torley, who held options to acquire 2,037 shares and 3,260 shares of the Company’s common stock, set forth beside his or her name below.respectively. Ms. Doi - Mr. Pfeiffer - Ms. Gregg - Mr. Ring 12,025 Mr. Lassiter - Dr. Stanzione - Mr. Main 2,037 Dr. Torley 3,260 Ms. Morrison - Dr. Wilensky -   Annual Cash Retainer Fees. During 2021,2022, our non-employee directors received an annual cash retainer fee. Directors serving on Board committees also received additional retainers for such service, and directors who served as Lead Independent DirectorsDirector and committee chairs each received an additional fee for such service. All such cash retainer fees were paid at annual rates as set forth in the table below.   Members Chair Board of Directors •  $100,000,$100,000, payable in quarterly installments of $25,000 •  $40,000$40,000 (Lead Independent Director) Audit and Finance Committee •  $13,000$13,000 •  $30,000$30,000 Compensation and Leadership Development Committee •  $9,500$9,500 •  $10,000$10,000 Governance Committee •  $7,500$7,500 •  $7,500$7,500 Quality and Compliance Committee •  $7,500$7,500 •  $10,000$10,000 Executive Committee •  $1,500$1,500 •  N/A Cybersecurity Committee •  $7,500$7,500 •  $7,500$7,500   Equity Awards. Each non-employee director participates in the Company’s Long-Term Incentive Plan for Non-Employee Directors (the “Director Plan”). The Director Plan currently authorizes the grant to each non-employee director, on the date of the annual stockholders meeting, of stock options and stock awards covering shares of common stock having an aggregate value on the date of grant not exceeding $500,000. If a person is appointed or elected as a director other than on the date of the annual stockholders meeting, the Board may grant to such director a prorated equity award, in such proportions as the Board may determine. Annual option grants become exercisable, and annual RSUs generally vest and convert to shares of our common stock, in three equal annual installments, beginning on the first anniversary of the grant date, regardless of whether the non-employee director remains a director. The Director Plan also permits the 2023 Proxy Statement 20 Board to grant to any non-employee director an equity award for any special service as a director (e.g., service on a special purpose committee). Special service equity awards shall not exceed the grant date value of the annual equity award granted to each non-employee director at the most recent annual meeting of stockholders. The exercise price of all stock options issued under the Director Plan is the fair market value of our common stock on the grant date. Options, once vested, will be exercisable through the tenth anniversary of the date of grant even if the director’s service on the Board terminates. 2022 Proxy Statement 20   For 2021,2022, the Board fixed the value of the annual equity award to non-employee directors at $180,000 and determined that the award would be delivered entirely in the form of RSUs. The 20212022 award was granted effective May 21, 2021,18, 2022, with each non-employee director then in service receiving an award of 1,363 1,292RSUs. A non-employee director may elect to receive annual retainer fees in stock awards in lieu of cash. The number of shares issued in lieu of cash for the retainer fees is based on the fair market value of the stock on the date that the cash payment would otherwise be made. Opportunity to Defer Compensation. Under the Company’s Deferred Compensation Plan for Non-Employee Directors, each non-employee director may elect to defer, until a date specified by the director or until the director’s termination of service as a director, the director’s cash compensation or any stock grants awarded pursuant to the Director Plan. If a director specifies a deferral date that is prior to the director’s termination of service, the payout will occur or commence, as applicable, upon termination of service as a director. Cash amounts deferred may be indexed to (i) a cash account under which amounts deferred earn interest, compounded quarterly, at a rate in effect on the first date of each calendar quarter or (ii) the Company’s common stock. Changes in Director Compensation Program for 20222023. No changes were made in the compensation program for directors for 2022.2023.   Stock Ownership Information   We encourage our directors, officers, and employees to own our common stock, which aligns their interests with the interests of our stockholders. The Company maintains stock ownership and retention guidelines for its directors and executive officers. The guidelines call for our directors to beneficially own not less than 6,000 shares of our common stock. Until a director satisfies the minimum shareholding requirement, directors are required to maintain 75% of net shares received from vesting of RSUs and from the exercise of options. For purposes of determining whether a director has met the minimum shareholding requirements, we count shares subject to unvested RSUs, but not shares subject to stock options. The guidelines for our executive officers are discussed in “Compensation Discussion and Analysis” beginning on page 23.24. The following tables show the number of shares of the Company’s common stock beneficially owned by (1) each person who is known to the Company to own beneficially more than 5% of the Company’s common stock, (2) each director of the Company and each nominee, (3) each named executive officer currently employed, (4) each named executive officer no longer employed, and (4)(5) all directors, nominees and named executive officers currently employed as a group. Information in the table regarding the Company’s directors, nominees and executive officers is provided as of March 8, 2022.2023. Name Number of Shares Beneficially Owned Percentage of Class The Vanguard Group (1) 13,377,729 10.91 BlackRock, Inc. (2) 11,636,382 9.50 State Street Corporation (3) 6,268,789 5.11   Name Number of Shares Beneficially Owned   Percentage of Class The Vanguard Group (1) 13,973,339   12.27 BlackRock, Inc.  (2) 12,391,327   10.9 State Street Corporation (3) 5,879,980   5.16   (1) The business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The ownership information is based on the information contained in the Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2022.9, 2023. 21        2022 Proxy Statement   (2) The business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. The ownership information is based on the information contained on a Schedule 13G/A filed by BlackRock with the SEC on February 7, 2022.January 23, 2023. 21 2023 Proxy Statement (3) The business address of State Street Corporation is 1 Lincoln Street, Boston, Massachusetts 02111. The ownership information is based on the information contained on a Schedule 13G filed by State Street with the SEC on February 10, 2022.7, 2023. Name Shares (1) Shares Subject to Stock Options Exercisable within 60 days (2) Total (3) Shares Underlying RSUs (4) Named Executive Officers         Stephen H. Rusckowski 290,525 521,972 812,497 44,308 Mark J. Guinan 90,904 208,966 299,870 8,079 James E. Davis 51,193 201,435 252,628 15,615 Carrie Eglinton Manner 31,578 157,857 189,435 16,813 Catherine T. Doherty 64,602 98,679 163,281 7,294 Directors and Nominees         Tracey C. Doi - - - 913 Vicky B. Gregg 12,611 - 12,611 2,958 Wright L. Lassiter III - - - 3,325 Timothy L. Main 17,993 2,037 20,030 2,958 Denise M. Morrison 510 - 510 5,780 Gary M. Pfeiffer - - - 27,674 Timothy M. Ring - 12,025 12,025 34,228 Helen I. Torley 3,302 3,260 6,562 2,958 Gail R. Wilensky 28,262 - 28,262 2,958 All directors, nominees and executive officers as a group (15 persons) 629,976 1,374,326 2,004,302 181,896   Name   Shares (1)   Shares Subject to Stock Options Exercisable within 60 days (2)   Total (3)   Shares Underlying RSUs (4) Named Executive Officers Currently Employed                 James E. Davis   62,798   241,243   304,041   39,837 Sam A. Samad   -   -   -   20,384 Catherine T. Doherty   64,686   79,389   144,075   7,371 Michael E. Prevoznik   38,602   135,469   174,071   5,338 Patrick Plewman   8,562   14,727   23,289   3,796 Directors and Nominees                 Luis A. Diaz, Jr.   -   -   -   - Tracey C. Doi   -   -   -   2,242 Vicky B. Gregg   14,419       14,419   2,712 Wright L. Lassiter III   -   -   -   4,701 Timothy L. Main   19,531   2,037   21,568   2,712 Denise M. Morrison   1,474   -   1,474   6,174 Gary M. Pfeiffer   -   -   -   29,523 Timothy M. Ring   -   -   -   37,434 Gail R. Wilensky   29,800   -   29,800   2,712 All directors, nominees and executive officers currently employed as a group (17 persons)   246,568   488,073   734,641   177,845 Named Executive Officers Formerly Employed                 Stephen H. Rusckowski   347,348   262,400   609,748   42,250 Mark J.  Guinan   102,648   171,849   274,497   3,390 Carrie Eglinton Manner   11,683   -   -   -   (1) Each person has sole voting power and sole dispositive power. (2) Includes shares of common stock which are subject to options issued under the Amended and Restated Employee Long-Term Incentive Plan (the “Employee Plan”) or the Director Plan, as applicable, that were exercisable as of, or would become exercisable within 60 days of, March 8, 2022.2023. (3) Each named executive officer, director and nominee beneficially owned less than 1% of the shares of common stock outstanding. All directors, nominees and named executive officers as a group beneficially owned less than 2% of the shares of common stock outstanding. (4) Shares of common stock corresponding to RSUs reported in this column are not considered beneficially owned under SEC rules and are not included in the total column in this table. This column also includes phantom stock units held by directors under the Deferred Compensation Plan for Non-Employee Directors. 2022 Proxy Statement 22       2023 Proxy Statement 22 Information Regarding Executive Compensation Proposal No. 2—2 — Advisory Resolution to Approve Executive Officer Compensation ✔ The Board of Directors recommends that you vote FOR approval of our 20212022 executive compensation.   Section 14A of the Securities Exchange Act entitles stockholders to vote to approve or not approve, on an advisory (non-binding) basis, our executive officer compensation as disclosed in the Compensation Discussion and Analysis and accompanying compensation tables and narrative. We are asking stockholders to approve the following resolution: RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and related narrative disclosure, is hereby APPROVED. Pay for Performance. As discussed in “Compensation Discussion and Analysis” below, our executive compensation program is designed to pay for performance, to align the interests of our executive officers with the interests of our stockholders and to support the Company’s long- and short-term business goals. Our program reflects many “best practices,” and our executive compensation structure and levels in 20212022 clearly demonstrate our commitment to aligning pay and performance. Advisory Vote. This vote is advisory. We conduct an advisory vote to approve executive officer compensation annually; the next stockholder advisory vote to approve executive compensation will take place atafter considering the Company’s 2023 annual meetingresults of stockholders.the stockholder vote on Proposal No. 3. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation policies and practices described in this proxy statement. The Board and the Compensation and Leadership Development Committee value the opinions of the Company’s stockholders and will take into account the outcome of the vote, in conjunction with such other factors as the Board and the Compensation and Leadership Development Committee consider appropriate, in connection with the Company’s executive compensation program. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL. PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED. 23 2023 Proxy Statement Proposal No. 3 — Advisory Vote to Recommend the Frequency of the Executive Officer Compensation Advisory Vote ✔ The Board of Directors recommends an annual advisory vote on executive compensation. Pursuant to Section 14A of the Exchange Act, we are required, at least once every six years, to hold a stockholder advisory vote to recommend the frequency with which we conduct a stockholder advisory vote on executive compensation. This proposal gives you the opportunity to vote, on an advisory (non-binding) basis, on how often the Company will conduct a stockholder advisory vote on executive officer compensation. You may vote on whether you prefer that the Company conduct such an advisory vote every one, two, or three years. You may also vote to abstain. Annual Vote Recommended. Our Board unanimously recommends that stockholders vote in favor of conducting the advisory vote on executive compensation required by Section 14A of the Exchange Act annually. We held our last vote to recommend the frequency of the stockholder advisory vote on executive compensation at our 2017 annual stockholders meeting. In 2017, a significant majority of our stockholders voted in favor of conducting the advisory vote on executive compensation annually, and our experience in the past six years has shown that conducting the vote every year is currently the most appropriate option. An annual vote allows stockholders to provide us with direct and immediate feedback regarding our executive compensation program. It also fosters stockholder communications and is consistent with our practice of engaging with our stockholders, and obtaining their input, on our executive compensation program. The Board is open to receiving from our stockholders at any time specific concerns regarding the Company’s executive compensation program. Advisory Vote. This vote is advisory. The Board and the Compensation and Leadership Development Committee value the opinions of the Company’s stockholders and will take into account the outcome of the vote, in conjunction with such other factors as the Board and the Compensation and Leadership Development Committee consider appropriate, when determining the frequency of future advisory votes on executive compensation. THE BOARD RECOMMENDS A VOTE TO CONDUCT THE ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY “ONE YEAR.” PROXIES SOLICITED BY THE BOARD WILL BE VOTED “ONE YEAR” WITH RESPECT TO THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED. Compensation Discussion and Analysis Executive Summary Introduction The Compensation and Leadership Development Committee (the “Committee”) determined 20212022 compensation for the Company’s named executive officers after considering, among other things, the Company’s performance (including our continued response to the COVID-19 pandemic), the competitive market for executive talent, and the current environment in the healthcare industry, including in diagnostic information services. We believe that our executive compensation structure, compensation opportunity levels, and pay outcomes in 20212022 reflect our firm commitment to focus management’s attention on implementingthe core principles of our business strategyexecutive compensation philosophy, which is designed to motivate leaders, and to align pay with performance, the Company’s financial results and the interests of stakeholders. Our named executive officers are listed below. Officer Title Stephen H. RusckowskiJames E. Davis Chairman, Chief Executive Officer and President Mark J. GuinanSam A. Samad Executive Vice President, and Chief Financial Officer JamesCatherine T. Doherty Senior Vice President, Regional Businesses Michael E. DavisPrevoznik Senior Vice President, General Counsel Patrick Plewman Senior Vice President, Diagnostic Services 2023 Proxy Statement 24 Former Executive Officers Former Title Stephen H. Rusckowski Chairman, Chief Executive Officer and President Mark J. Guinan Executive Vice President, General Diagnostics and CEO - ElectChief Financial Officer Carrie Eglinton Manner Senior Vice President, Advanced and General Diagnostics and Clinical Solutions Catherine T. Doherty Senior Vice President, Regional Businesses 23        2022 Proxy Statement   20212022 Company Performance In a second consecutivethe third year dominated byof the COVID-19 pandemic, we continued to bring critical COVID-19 testing to our countrycountry. The nation’s demand for COVID-19 testing diminished, as expected, over the course of 2022, and deliveredthat diminished demand resulted in an overall decline in 2022 from the record revenues, earnings and cash from operations.operations the Company generated in 2021. The Company still generated $1.45 billion in COVID-19 testing revenues, and the Company’s businessrevenues excluding revenue associated with its COVID-19 testing business (the “base business”) recovered throughout 2021 and by year-end returned to pre-pandemic levels.grew 5% in 2022. The recoverystrong growth of our base business, combined with our continued high demand forstrong provision of COVID-19 testing, drove our financial performance during 2021.2022. 20212022 Financial Highlights     Results Change Reported:     Net revenues $10.8BB 14.3% Operating income as a percentage of net revenues 22.1% 120 bps Diluted earnings per share (“EPS”) $15.55 48.5% Cash provided by operations $2.2BB 11.4% Adjusted:     Operating income as a percentage of net revenues 23.8% 40 bps Diluted EPS  $14.24 27.4%     Results   Change Reported:         Net revenues   $9.9BB   (8.4)% Operating income as a percentage of net revenues   14.5%   (7.6) bps Diluted earnings per share (“EPS”)   $7.97   (48.7)% Cash provided by operations   $1.7BB   (23.1)%           Adjusted:         Operating income as a percentage of net revenues   17.6%   (6.2) bps Diluted EPS   $9.95   (30.1)%   Adjusted diluted EPS is a non-GAAP financial measure. See Annex A for a reconciliation to a financial measure reported under U.S. GAAP. COVID-19 Pandemic   In 2021, we were once again2022, Quest Diagnostics remained at the forefront of the response to the COVID-19 pandemic, playing a pivotal role to broaden access to laboratory insights to help people lead healthier and safer lives. We provideprovided both molecular diagnostic and antibody serology tests to aid in the diagnosis of COVID-19 and the detection of immune response to the virus, andvirus. From the beginning of the pandemic through December 31, 2022, we have performed approximately 6277 million of these tests as of December 31, 2021. We develop COVID-19 testing and implement innovative new testing models.tests. We built up and maintainmaintained the testing capacity to handle surges in COVID-19 testing demands, including using our national courier, air fleet and logistics network to balance volume across approximately two dozen COVID-19 testing laboratories, and also through our laboratory referral partner program. We work closelyworked with federal, state and local governments, healthcare organizations, payers, suppliers, retailers, trade associations and other laboratories in the effort to bring as much COVID-19 testing as possible to the American people. We also provideprovided data on COVID-19 testing that we conductconducted to federal, state and local public health authorities, including the federalU.S. Centers for Disease Control and Prevention, and participatePrevention. In addition, we participated in studies with government and private institutions, aiding COVID-19 public health response and research. All of our employees, including our dedicated laboratory professionals, phlebotomists, air fleet team, and couriers taketook tremendous pride in the role we playplayed and workworked tirelessly to help patients and communities access quality COVID-19 testing. During 2020 As the impact of COVID-19 moderates, we remain active in the continued response to COVID-19, including supporting ongoing testing needs and 2021, wepublic health response. We also sawcontinued to see how underserved communities were disproportionately impacted by COVID-19COVID-19. Quest for Health Equity, our initiative with tragic consequences. With the Quest Diagnostics Foundation, wewas launched Quest for Health Equity, an initiative to reduce health disparities in underserved communities.communities in the U.S. This initiative is providingprovides a combination of testing services, education programs, alliances and financial support to efforts to address health disparities. Since its inception, we have committed approximately $30 million to approximately 65 programs launched over 25 programs across the U.S. and Puerto Rico, including supporting COVID-19 testing and vaccination events, wellness events, educating young students on healthy nutrition choices and expanding research and mentorship opportunities for Black and Hispanic scholars. Numerous Quest for Health Equity undertakings demonstrate our commitment to federally-qualified health centers and the people they serve, including by providing free lab testing services. 25 2023 Proxy Statement Our approach to fighting the COVID-19 pandemic ishas been rooted in our vision of empowering better health through diagnostic insights.purpose and strategy. We believe that the challenges we are facingfaced from the COVID-19 pandemic have brought us together, made us a stronger Companycompany and will help us capture the substantial opportunities in front of us. The following table highlights additional 2021 progress on our two-point strategy. 2022 Proxy Statement 24 during 2022.   2-Point Strategy Summary Highlights of 20212022 Progress Accelerate GrowthLeveraging our Capabilities and Collaborating • We increased revenues by 14% to $10.8 billion. •  We increased base business revenues by 5% to $8.4 billion. •  We generated COVID-19 testing revenues of $1.45 billion. •  We generated adjusted diluted EPS by 27% to a record $14.24.of $9.95. •  We took advantage of our strong health plan access. We made progressaugmented our extended care offering. We expanded the plans with which we have a value-based programscontracting relationship, fostering better alignment with UnitedHealthcare and broadened redirection and network leakage efforts with Anthem.these health plans. We also renewed our longstanding relationshipsstrategic relationship with Aetna (remaining a preferred laboratory providerBlue Cross and partner in Aetna’s network) and EmblemHealth (oneBlue Shield of the nation’s largest non-profit health insurers). In addition, we expanded access, including with Highmark Delaware and other plans.Florida, Inc. •  We grew hospitalcontinued to work with health system revenues, excluding COVID-19 testing,systems to help them execute their lab strategy, started providing laboratory management services to Lee Health in Florida, and entered into an agreement to provide lab management services to Northern Light Health in Maine. We also were awarded a group purchasing agreement for our laboratory stewardship solution, including Quest Lab StewardshipTM Enterprise powered by more than 20% compared to 2019 (pre-pandemic) levels, driven largely by the strengthhc1®, with Premier Inc., a leading healthcare improvement company uniting an alliance of new Professional Laboratory Services (“PLS”) contracts. Our performance in 2021 benefitted from our PLS contracts with Hackensack Meridian Healthhospitals, health systems and Memorial Hermann.providers. •  In Advanced Diagnostics, key growth drivers including consumer and hereditary genetics, oncology and pharma services, grew more than 25% compared to 2020. We also continued to investwe invested in areas with potential to further differentiate and grow our advanced diagnostics value proposition, including automated next gen sequencing,our bioinformatics thecapabilities and our women’s health sales force, and customer service.to accelerate growth in oncology, hematology, and pharma services. We introduced the Solid Tumor Expanded Panel to help oncologists with therapy selection and Quest AD Detect, a blood test to aid in the early assessment of Alzheimer’s disease. We saw strong growth in prenatal genetic testing and pharma services. •  Revenues forfrom our QuestDirectQuestHealth®TM consumer-initiated testing offering, nearly doubled to more than $70 million in 2021, driven byincluding both base business and COVD-19 testing, increased to $96 million. We continued to invest in our offering, launching an enhanced digital platform with a more powerful and consumer-friendly user experience designed to better acquire, convert and retain more customers. We collaborated with Walmart, to make consumer-initiated testing available through Walmart.com, and with eMedTM, to launch a COVID-19 testing; we ramped up investments in the business.rapid antigen test with observed collection, helping individuals meet travel and other observed collection and test report requirements. We increased to more than 21.527.5 million registered users in our MyQuest® health portal. •  We consummated important acquisitions, during 2021, including the acquisition ofPack Health and the outreach testing business of MercySumma Health. Drive Operational ExcellenceContinuous Improvement • We completed the consolidation and integration of Northeast U.S. regional operations into our new 250,000 square foot, highly automated, flagship laboratory in Clifton, New Jersey. •  We commencedconcluded consolidation of our urinalysis testing onto a new highly automated platform that we expect will generate substantial savings once implemented.platform. •  We are taking advantage of robotic process automation technologiesimplemented new semi-automated technology in parasitology and are seeingexpanding use of a highly automated microbiology platform that makes use of artificial intelligence to assist with sample analysis. •  We made significant progress transferring immunoassay tests to a more automated platform and expect to finish this project in 2023. •  We implemented several initiatives to improve talent retention, including capability-building programs, and launched plans for a new daily management system for our frontline employees. •  We increased patient and physician acceptance of the digitizationcustomer adoption of our service offerings, with moredigital self-service options and a greater percentage ofchannels, reducing demand in our volume moving to digital, paperless transactions.call centers. •  In 2021, we achievedWe approached our Invigorate cost excellence program goal of annual savings and productivity improvements of 3% of our costs. We also continued to deliver disciplined capital deployment: In February 2022, we announced the eleventh increase in our quarterly common stock cash dividend since 2011, increasing the dividend by approximately 6.5% 2023 Proxy Statement 26 Disciplined Capital Deployment •  In February 2023, we announced the twelfth increase in our quarterly common stock cash dividend since 2011, increasing the dividend by approximately 7.6%, from $0.62 per common share to $0.66 per common share to $0.71 per common share. •  We repurchased $1.4 billion of our common stock in 2022. •  Through the end of 2022, since the beginning of 2013 we have returned approximately $9.6 billion to stockholders: $7.1 billion through common stock repurchases (including $1.8 billion associated with pre-tax proceeds from divestitures), and $2.5 billion through common stock dividends.   We repurchased $2.2 billion of our common stock in 2021. Through the end of 2021, since the beginning of 2013 we have returned approximately $7.9 billion to stockholders: $5.7 billion through common stock repurchases (including $1.8 billion associated with pre-tax proceeds from divestitures), and $2.2 billion through common stock dividends. 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 2021average 2022 annual incentive payout for our named executive officers (excluding Ms. Eglinton Manner, who did not receive an annual incentive payout for 2022) on our annual cash incentives under the Senior Management Incentive Plan (“SMIP”) was 145%131% of target. 25        2022 Proxy Statement   Payout on performance share awards for the three-year performance period ended December 31, 20212022 was 200%196% of target. The following table summarizes annual incentive 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, 2021 145 200 Performance period ended December 31, 2020 171 (average*) 195   *Excludes the annual incentive payment to a former executive officer who forfeited his 2020 annual incentive compensation upon his resignation.     Annual Incentive Payout (% of target)   Performance Share Payout for 3-year performance period (% of target) Performance period ended December 31, 2022   131 (average)   196 Performance period ended December 31, 2021   145   200   Our total stockholder return (“TSR”) for recent periods, relative to relevant publicly traded comparator groups, is set forth below.   1-year TSR (%) (2021) 3-year TSR (%) (2019-21) 5-year TSR (%) (2017-21) Quest Diagnostics Incorporated 47.9% 121.1% 108.0% Compensation Peer Group Median 16.0% 86.3% 96.4% S&P 500 Index 28.7% 100.4% 133.4% S&P 500 Health Care Industry Index 26.1% 72.9% 124.7%       1-year TSR (%) (2022)   3-year TSR (%) (2020-22)   5-year TSR (%) (2018-22) Quest Diagnostics Incorporated     (7.8 )%     55.6 %     75.8 % Compensation Peer Group Median     (7.4 )%     20.6 %     48.9 % S&P 500 Index     (18.1 )%     24.8 %     56.9 % S&P 500 Health Care Industry Index     (2.0 )%     40.3 %     80.5 % 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 the Committee sets challenging performance goals and that our named executive officers receive compensation based on the achievement of those goals.has been sensitive to Company performance. Annex DB sets forth historical payouts for our annual incentive compensation and performance share awards for each year since 2005. 2021 2022 Compensation Program Changes In furtherance of our executive compensation philosophy, in February 20212022, due to the uncertain impact of the COVID-19 pandemic on the operating environment, the Committee considered the unusual challenges in setting financial goals for 2021 annual incentive compensation and 2021 performance share awards. Duedetermined to anticipated volatility in the Company’s COVID-19 testing revenues, the Company determinedcontinue to measure base business revenues and COVID-19 testing revenues separately for purposes of annual incentive compensation and the performance share awards. In addition, the Committee revised the mix of equity awards for our executive officers other than our Chief Executive Officer, to further emphasize awards subject to performance conditions. The Committee approved 2021 performance sharedetermined that awards that include a performance measure focused onto our cumulative COVID-19 testing revenue. Further, dueother executive officers, and to the uncertain impactremainder of our most senior employees, would consist of 50% performance shares, 25% options and 25% RSUs, mirroring the mix of awards to our Chief Executive Officer. In addition, to increase the reach of the COVID-19 pandemic onCompany’s equity awards program and its benefits, and to enhance the operating environment, including on competitiveness of 27 2023 Proxy Statement the Company’s base business,compensation program, the Committee determinedexpanded the pool of employees receiving equity awards to split 2021 financial-basedinclude director-level employees. Certain 2022 Compensation Actions Related to Management Transition 2022 was a year of significant transition in the management of our Company. The Committee took numerous actions during 2022 to foster the success of that transition. The following is a summary of compensation actions taken during 2022 that impacted certain of our named executive officers. Details regarding their compensation are discussed further below in this Compensation Discussion and Analysis. Mr. Davis. Mr. Davis became CEO-Elect on February 3, 2022, and in February 2022, the Committee adjusted his base salary, target annual incentive targets into two half-years; performance goalsand annual equity award to reflect his new position. Mr. Davis became CEO on November 1, 2022, and at that time the Committee adjusted his base salary and target annual incentive to reflect his promotion to CEO. The Committee also granted him an additional equity award, with certain terms and conditions different from his annual equity award, effective November 1, 2022 intended to provide him an incentive in his new role. Mr. Samad. Mr. Samad joined the Company in July 2022 to become its Chief Financial Officer. At that time, the Committee established his base salary and target annual incentive and granted to him an annual equity award (structured consistent with the annual equity awards issued to our named executive officers in the normal course in February 2022) commensurate with his position. To compensate Mr. Samad for certain forfeitures incurred in connection with the termination of his employment from his immediately preceding employer and as a sign-on inducement, the Committee agreed that Mr. Samad’s annual incentive award for 2022 would be paid based on his annualized base salary, rather than his salary earned at the Company during 2022, and approved for Mr. Samad: (i) a lump-sum cash payment of $1,200,000 (the “Make Whole Cash Payment”); and (ii) a grant of restricted stock units (“RSUs”) with a value of $1,500,000 (the “Make Whole RSUs”). 50% of the Make Whole RSUs are scheduled to vest on each of the first halfand second anniversaries of 2021 were setthe grant date. Mr. Samad is required to refund the Make Whole Cash Payment if he voluntarily terminates employment or if the Company terminates his employment for willful misconduct, in each case at any time prior to the second anniversary of his start date. Neither the Make Whole Cash Payment nor the Make Whole RSUs received by Mr. Samad will be repeated in 2023, because they are not part of his ongoing compensation. In addition, in future years, Mr. Samad’s annual incentive compensation will be determined on base salary paid to him. Mr. Plewman. Mr. Plewman became Senior Vice President, Diagnostic Services in April 2022. In connection with his promotion to that role, the Committee adjusted his base salary and target annual incentive and granted him an additional equity award intended to provide him an incentive in his new role. Mr. Guinan. Mr. Guinan retired in July 2022 after transitioning his responsibilities to Mr. Samad. The 2022 compensation for Mr. Guinan reflected this planned transition. For example, the annual equity award to Mr. Guinan for 2022 was reduced to reflect, and vested at the time of, his retirement. In addition, his annual incentive payout was prorated for his partial-year service and he received retirement treatment for his vested 2017 option award. Ms. Eglinton Manner. In addition to her regular annual equity award in February 20212022, Ms. Eglinton Manner also received a retention equity award having a grant date value of $2.0 million. The retention award consisted of 50% RSUs and 50% performance goals forshares, each cliff-vesting three years after the second half of 2021 were setgrant date. Ms. Eglinton Manner forfeited her annual equity award, and her retention equity award, when she terminated employment in mid-2021.June 2022. Executive Compensation Philosophy Core Principles of Our Executive Compensation Philosophy   Effectively align executive interests with the interests of stakeholders with performance measured against TSR and key financial metrics; Utilize performance-based metrics, with the majority of compensation at risk; Motivate executives to achieve results that appropriately balance short-term operating goals and long-term stockholder value creation; Support our long-term business strategy and financial objectives; Set performance targets that are challenging, yet achievable in the context of both our strategic plan and market and healthcare industry conditions; • 2022 Proxy StatementEffectively align executive interests with the interests of stakeholders with performance measured against TSR and key financial metrics; 26     • Utilize performance-based metrics, with the majority of compensation at risk; • Motivate executives to achieve results that appropriately balance short-term operating goals and long-term stockholder value creation; • Support our long-term business strategy and financial objectives;       2023 Proxy Statement 28 Attract, motivate, reward and retain talented executives; and • Set performance targets that are challenging, yet achievable in the context of both our strategic plan and market and healthcare industry conditions; • Attract, motivate, reward and retain talented executives; and • Target total compensation levels in the context of peer group and market data, as well as consideration of individual executives’ performance, tenure, industry expertise, breadth of responsibilities and succession planning. The principal components of compensation for our named executive officers are discussed in the following table.   Component Form Form Purpose Base Salary Cash (Fixed) Provides a competitive level of pay that reflects the executive’s experience, role and responsibilities Annual Cash Incentive (SMIP) 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 IncentivesIncentive Equity AwardsAward (Variable) Provide Provides meaningful alignment with long-term financial and strategic growth goals that drive stockholder value creation and support the Company’s retention strategy   Our program is designed to align executive compensation with the Company’s performance. The Committee has built a strong foundation for our executive compensation program and has taken numerous steps over time to structure the program to align pay with performance. Our long-term awards provide a strong link with stockholder interests and help attract and retain critical employee talent. We also focus on aligning the annual results of our executive compensation program with the compensation of our other employees eligible for annual incentive compensation. Our long-term awards provide a strong link with stockholder interests and help attract and retain critical employee talent. We believe that a balanced compensation program that encourages a long-term focus supports sustained long-term corporate performance. As shown in the chart below, the bulk of our senior executives’ compensation is performance based and variable in nature (91% for our CEO and 81%an average of 79% for our other named executive officers in 2021)2022). The chart reflects 2021the target direct compensation for our named executive officers who are current employees (i.e., it excludes Mr. Rusckowski, Mr. Guinan and Ms. Eglinton Manner) in effect at the end of 2022 and excludes the value of other benefits and perquisites. The chart below shows the mix of our 2021 long-term incentive equity awards for executive officers, consisting of performance shares, stock options, and restricted share units (“RSUs”).   27        2022 Proxy Statement CEO Other Executive Officers   29 2023 Proxy Statement The chart on the right shows the mix of our 2022 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 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.  In 2022, 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 expanded the pool of employees receiving equity awards to include director-level employees.  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”).   The Committee annually awards equity awards to a significant numberNone of eligible employees under the Employee Plan. These equity awards 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. Components of these awards may include performance shares, stock options and RSUs. 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”). We make very limited use of employment agreements with executive officers. Of our named executive officers only Mr. Rusckowski, our Chairman, Chief Executive Officer and President, has an employment agreement (theagreement. Mr. Rusckowski had an employment agreement is discussed underwith the heading “Employment Agreement”Company that terminated on page 45). Our other named executive officers are “at will” employees.December 31, 2022. Best Practices Our program reflects many best practices. What We Do     What We Don’t Do ✔  Link executive pay with performance ✔  Maintain a clawback policy that covers both equity and cash incentive awards to current and former executive officers and key employees ✔  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   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     x  No excise tax gross-ups upon a change in control x  No supplemental pension benefits for executives x  No single-trigger vesting in connection with a change in control for equity awards x  No hedging or pledging or speculative transactions in our securities by directors and executive officers x  No repricing or buyouts of equity awards without stockholder approval x  No excessive perquisites x  No payment of dividends or dividend equivalents on performance shares x  No encouraging imprudent risk taking x  No employment agreements for executive officers except our CEO 2022 Proxy Statement 28 ✔ Utilize an independent compensation consultant ✔ 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 2023 Proxy Statement 30   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 the Committee’s independent compensation consultant.Pearl Meyer. 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 2022: the Committee assessed • Reports directly to, and is directly accountable to, the Committee, which has sole authority to retain and terminate it, at Company expense • February 2023: the Committee determined Pearl Meyer is independent in accordance with SEC and NYSE rules and determined that it is independent and there are no conflicts of interest.   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   Say on Pay, Stockholder Outreach, and Feedback At the Company’s 20212022 annual meeting of stockholders, approximately 90%89% of votes cast on the say-on-pay proposal voted in favor of the compensation of our named executive officers. We continued to monitor market practices and trends and to engage with our investors. As part of our program of ongoing dialogue with our investors (see “Stockholder Access and Outreach” beginning on page 9),9, during the past year we held discussions regarding our executive compensation program and investorsprogram. Investors generally shared positive feedback regarding the Company’s structuring of, and overall approach to, executive pay. The Committee also received advice from its independent compensation consultantPearl Meyer and considered management recommendations based on the Company’s strategic direction. Insights gained from these efforts, including the investor feedback, were taken into account by the Committee in taking action regarding the Company’s compensation programs. Setting Executive Compensation The Committee establishes the Company’s executive compensation philosophy, oversees our executive compensation program and regularly monitors our executive compensation to ensure adherence to our philosophy. The Committee is supported in its work by our Senior Vice President, Chief Human Resources Officer and her staff and the Committee’s independent compensation consultant. 29        2022 Proxy Statement 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 decisions regarding the named executive officers other than the Chief Executive Officer areis 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. 31 2023 Proxy Statement 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, except for our 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 the Committee’s independent compensation consultant,Pearl Meyer, annually prepares analyses of each named executive officer’s compensation, including tally sheets. The review includes current and prior yearprior-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. 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 2021,2022, the Committee reviewed the Company’s peer group. The Committee removed Varian Medical Systems, Inc., which was acquired in 2021 by Siemens Healthineers, from the peer group and, after considering input from the Committee’s independent compensation consultant,Pearl Meyer, determined to make no other changes to the peer group during 2021.changes. The peer group currently consists of the following 13 companies, which generally are in the healthcare services, equipment and distribution industries. •   Agilent Technologies, Inc. •   Laboratory Corporation of America Holdings •   Baxter International Inc. •   Owens & Minor, Inc. •   Becton, Dickinson and Company •   PerkinElmer, Inc. •   Boston Scientific Corporation •   Stryker Corporation •   DaVita Inc. •   Tenet Healthcare Corporation •   Henry Schein, Inc. •   Zimmer Biomet Holdings, Inc. •   Hologic, Inc.     For the named executive officers, the Committee establishes target compensation consistent, to the extent possible, with comparable positions in the peer group. Our practice is to target total direct compensation (including base salary, annual cash incentive targets and long-term incentive awards) at market competitive levels, depending upon the named executive officer’s responsibilities, expertise and experience, along with consideration given to both individual and Company performance. Specific consideration is given to the weighting of fixed and at-risk components of pay relative to the peer group. No single element of compensation is set without considering the total direct compensation of the named executive officers relative to the marketplace, as well as the impact of any change on the other components of our pay model. When setting each participant’s annual compensation package, the grant date values of prior equity awards are considered, but realized or unrealized gains from prior equity awards are not taken into account. For 2021,2022, the target total direct compensation for Mr. Rusckowski, theDavis, who became Chief Executive Officer andon November 1, 2022 after having served as CEO-Elect since February 3, 2022, was below the peer group median for chief executive officers. The target total direct compensation, on average, for the other named executive officers, was within the competitive range of the peer group median. 2022 Proxy Statement 30 median, except that in the case of Ms. Doherty and Mr. Prevoznik, their target total direct compensation was below the competitive range as a result of the management transition and their respective benchmarks.   Pay Components Base Salary   We pay base salary to our executives to provide them a steady source of income for their services to the Company. The Committee annually reviews and approves base salaries for the named executive officers. Consistent with our executive compensation philosophy, base salaries are set at levels competitive with the peer group. Based on an assessment of each named executive officer’s position, performance, scope of responsibility, current salary level, and market comparables, the Committee did not increasedetermined the 20212022 base salary rate for Ms. Doherty and Ms. Eglinton Manner from the 2020 level, and increased the 2021 base salary rate for Mr. Davis, Mr. Guinan and Mr. Rusckowski to the rates, including adjustments, set forth in the following table. 2021 adjustments and base salary rates for each named executive officer are set forth in the following table.   Increase in Base Salary Rate (%) 2021 Base Salary Rate ($) Stephen H. Rusckowski 4.2 1,250,000 Mark J. Guinan 4.8 650,000 James E. Davis 3.3 630,000 Carrie Eglinton Manner - 600,000 Catherine T. Doherty - 575,000 2023 Proxy Statement 32     Increase in Base Salary Rate (%)   2022 Base Salary Rate ($) James E. Davis   (a)   (a) Sam A. Samad (b)   N/A     650,000 Catherine T. Doherty   4.3     600,000 Michael E. Prevoznik   -     535,000 Patrick Plewman (c)   7.3     525,000 Former Executive Officers         Stephen H. Rusckowski   3.0   1,287,500 Mark J. Guinan   4.6     680,000 Carrie Eglinton Manner   4.1     625,000   (a) The Committee increased Mr. Davis’ base salary to an annual rate of $800,000 in early 2022 in connection with the Board naming Mr. Davis CEO-Elect in February 2022; this was an increase of 27% compared to his 2021 base salary.  The Committee increased Mr. Davis’ salary to an annual rate of $1,100,000 effective November 1, 2022 upon Mr. Davis becoming CEO and President; this was an increase of 37.5% compared to his base salary in effect immediately preceding November 1, 2022. (b) Mr. Samad was not employed by the Company in 2021. (c) The Committee increased Mr. Plewman’s base salary to the amount shown in 2022 in connection with his promotion to Senior Vice President, Diagnostic Services.  The increase in his base salary shown in the table was the increase in his base salary as compared to his base salary in effect immediately prior to his promotion. Annual Cash Incentive Compensation Introduction 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 two-point business strategy; non-financial goals may be objective or subjective in nature. The Committee’s approach to annual incentive compensation generally has been to: 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.   • 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. In recent years, the primary focus of the annual incentive plan has been on revenue and profitability. Because the Committee believes that non-financial business objectives also are important, it also has incorporated non-financial metrics in the annual plan. The following table sets forth, for each of the past five years, the aggregate annual cash incentive payments as compared to target for the named executive officers for that year. The Committee believes that these results demonstrate the rigor of the targets adopted, that targets have been set at reasonable levels and that annual incentive compensation has been sensitive to Company performance. For additional information, Annex DB sets forth the annual cash incentive payments as compared to target for each year since 2005. Year Incentive Payment as Compared to Target (%) 2017 97 2018 48 2019 (average) * 83 2020 (average) ** 171 2021 145   Year Incentive Payment as Compared to Target (%) 2018 48 2019 (average) * 83 2020 (average) ** 171 2021 145 2022 (average)*** 131 *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 annual incentive payment upon resignation. 31        2022 Proxy Statement ***Excludes Ms. Eglinton Manner, who did not receive annual incentive compensation for 2022.       33 2023 Proxy Statement Annual Incentive Compensation Goals for 20212022 For 2021,2022, we paid annual incentive compensation under the SMIP to all the named executive officers. Early in 2021, theThe 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 2021,2022, annual cash incentive payouts for the named executive officers were based on performance measured against both financial and non-financial goals; the Committee set the weights for each goal based on its relative importance for each executive officer. Each of the named executive officers had the same goals.goals, except as discussed below for Mr. Plewman. The principal financial goals related to achieving budget targets, including adjusted diluted EPS and base business 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. Due to anticipated volatility in the Company’s COVID-19 testing revenues, the CompanyCommittee determined to measure base business revenues and COVID-19 testing revenues separately for purposes of annual incentive compensation. Due A non-financial goal related to the uncertain impact of the COVID-19 pandemic on the operating environment, including on the Company’s base business, the Committee also determined to split 2021 annual financial incentive targets into two half-years; financial performance goals for the first half of 2021 were set in February 2021 and financial performance goals for the second half of 2021 were set in mid-2021. In addition, the Committee established target ranges for both financial goals for the first half of 2021medical quality, customer experience, employee engagement, and a target range for the base business revenue goal for the second half of 2021. The Committee did not change its process of setting target annual award levels and paying earned awards on an annual basis. Non-financial goals were set in February 2021 in conjunction with the setting of the first half financial goals and were assigned a 10% weighting. The non-financial goals related to key elementsqualitative assessment of the Company’s progress developing goals based on the results of its ESG strategy and includedmateriality assessment, was assigned a 15% weighting. The medical quality and customer experience goals, and an employee engagement goal; thesewhich were full year goals. The medical quality and customer experience goalsquantitative, 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 missed specimen pickups, electronic ordering,tests not performed and revised reports; the customer experience goals included service quality measures such as patient re-collections,service center wait time, first call resolution and turn-around times. EmployeeQuantitative employee engagement goals included engagement survey and employee retention metrics. These were included because employee engagement levels are linked to our strategy to accelerate growth and drive operational excellence, and to our effort to deliver a superior customer experience. Employee engagement was assessed primarilyThe Company’s development of goals based on information derived from employee survey questionnaires.the results of its ESG materiality assessment was included to foster continued alignment of the Company’s executive compensation with its business and ESG strategies. The Committee also considered the impact of the COVID-19 pandemic on the Company’s operations and the important role the Company has played in responding to the COVID-19 pandemic. The Committee concluded that responding to the COVID-19 pandemic was an integral part of the Company’s business plan and strategy for 2021.2022. Consistent with the Committee’s historic approach of basing annual incentive compensation on key operating goals and in furtherance of our executive compensation philosophy, the Committee determined it was in the best interests of the Company and stockholders to continue to include a COVID-19 response goal in the annual incentive plan for 2021, and2022, but to reduce the assigned it aweighting to 10% (from 20% weighting.in 2021). Due to anticipated volatility in the Company’s 2022 COVID-19 testing revenues, for 2021 the Committee determined that the COVID-19 response goal would consistent with the Committee’s historical approach, be based on both financial and non-financial performance indicators, for the full year, be aligned with the Company’s COVID-19 operating plan and the Company’s business strategy, and that performance would be determined following the performance period based on the Committee’s assessment. The COVID-19 response goal included an assessment of multiple factors related to the Company’s response to the COVID-19 pandemic in 2021,2022, including: COVID-19 revenues; COVID-19 testing capacity, volumes, and turn-around time; COVID-19 testing innovation; leadership (including partnership with federal, state and local interests;interests); and workforce management effectiveness;effectiveness. This approach was consistent with the Committee’s approach to the COVID-19 response goal in 2021 and visibility in media); and “return to life” testing and vaccines. 2022 Proxy Statement 32 2020.   The Committee also determined that, each of Mr. Davis, Ms. Doherty and Ms. Eglinton Manner would have, in addition to the financial and non-financial business objectives discussedfactors 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 2021,2022, it would determine for each of Mr. Davis, Ms. Doherty and Ms. Eglinton Manner,executive officer whether the person’s individual performance should result in the modification of her or his annual incentive payout, based on an individualized assessment of the person’s 20212022 performance, considering factors determined appropriate by the Committee. 2023 Proxy Statement 34 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 medical quality/customer experience/employee engagement/ESG strategy goal would be capped at 125%. The Company achieved payout of the base business revenue goal exceeding 90%.  Mr. Plewman had the same goals as the other named executive officers (discussed above) for the period after his promotion to Senior Vice President, Diagnostic Services. Based on the date of his promotion, these goals were applied to 67% of 2022. For the period in 2022 prior to his promotion to the executive officer position, Mr. Plewman had goals based on the 2022 performance of the Company’s regional business for which he was the general manager; these goals were applied to 33% of 2022. Annual Incentive Compensation Determinations for 20212022 After the conclusion of 2021,2022, and following deliberation on each of the items below, the Committee determined annual incentive compensation for 2021.2022. The following charttable shows the financial goals, the relative weight allocated to each, results and resulting payout factors for the first half of 2021.2022. Weight (%) Measure/Objective Threshold ($) Target Range ($) Max ($) Results ($) Weighted Payout Factor % 20 Adjusted diluted EPS 6.53 7.00 – 7.20 7.81 6.96 19 15 Base business revenue attainment   3,319 MM 3,460MM-3,512MM 3,694MM 3,931MM 30               Weight (%)   Measure/Objective   Threshold ($)   Target ($)   Max ($)   Results ($)   Weighted Payout Factor % 40   Adjusted diluted EPS   8.70   9.25   10.18   9.95   70 35   Base business revenue attainment   8,310MM   8,480MM   8,650MM   8,429MM   27 In determining the annual incentive payment to Mr. Plewman, the Committee considered the goals described above regarding the performance of the regional business for which he was responsible prior to his promotion, and prorated the payment in the manner described above. The following chart shows the financial goals, the relative weight allocatedregional business for which Mr. Plewman had management responsibility prior to each, results and resultinghis promotion achieved a weighted payout factors for the second halffactor of 2021.154.3. Weight (%) Measure/Objective Threshold ($) Target Range ($) Max ($) Results ($) Weighted Payout Factor % 20 Adjusted diluted EPS 3.80 4.13* 5.87 7.29 40 15 Base business revenue attainment   3,899 MM 4,063MM–4,135MM 4,299MM 4,087 MM 15 *Target for this metric was not set as a range for the second half of 2021. The Committee made the following determinations regarding non-financialother goals. ·● Non-financial goal.  Performance in respect of the medical quality, customer experience, and employee engagement goals was 114% of target.  The Committee assessed the Company’s progress developing ESG goals in response to the Company’s materiality assessment, and based on management’s review of goals with the Board in 2022, concluded that performance was achieved consistent with the performance on the medical quality, customer experience, and employee engagement goals.  The weighted payout factor on the goal for medical quality/customer experience/employee engagement/ESG goal development was 17.1.   ● COVID-19 response goal.  After assessing performance in respect of the COVID-19 response goal, the Committee determined that performance was 150%100% of target, driven by: strong COVID-19 revenue; and strong COVID-19 operational performance, innovation and leadership.  The weighted payout factor for this goal was 30.10. · Performance in respect of the numerous medical quality and customer service goals was 113% of target. For 2021, the Committee determined performance on the employee engagement component primarily based on the Committee’s assessment of scores on employee engagement surveys compared to benchmark data, as well as levels of employee participation and management responsiveness. The Committee determined that performance in respect of the employee engagement component was above target, based on employee engagement survey scores slightly outperforming the applicable benchmark, high levels of employee participation and increasing management responsiveness. The weighted payout factor on the goal for medical quality/customer experience/employee engagement was 11. · After assessing the performance of the named executive officers, no modification of an annual incentive payout for 2021 based on individual performance was appropriate for any named executive officer. 33        2022 Proxy Statement After assessing the performance of the named executive officers, the Committee determined that no modification of an annual incentive payout for 2022 based on individual performance was appropriate for any named executive officer except for Ms. Doherty, Mr. Prevoznik and Mr. Rusckowski. Based on its assessment, the Committee determined to apply a positive modifier of 5% to each of Ms. Doherty’s and Mr. Prevoznik’s incentive payouts, and a positive modifier of 20% to Mr. Rusckowski’s incentive payout. In assessing the individual performance of Ms. Doherty, the Committee evaluated a number of factors, including the performance of the areas of the Company’s business for which Ms. Doherty assumed responsibility for during 2022, the performance of the areas of the Company’s business for which Ms. Doherty relinquished responsibility during 2022, and her performance in connection with the extensive management transition during 2022. In assessing the individual performance of Mr. Prevoznik, the Committee evaluated a number of factors, including the performance of the areas of the Company for which Mr. Prevoznik assumed responsibility during 2022 and his strong performance in connection with the extensive management transition during 2022. In assessing the individual performance of Mr. Rusckowski, the Committee evaluated a number of factors, including the overall performance of the Company during 2022, as well as his strong performance in connection with the extensive management transition during the year.       35 2023 Proxy Statement The following table shows in one location the aggregated weighted payout factors for the financial goals for 2021, the resulting weighted payout factors for the non-financial goals and the total resulting payout factor for 2021.2022 for all the named executive officers except Ms. Doherty, Mr. Prevoznik, Mr. Plewman and Mr. Rusckowski.   Weight (%) Measure/Objective       Weighted Payout Factor % 40 Adjusted diluted EPS       59 30 Base Revenue attainment       45 20 COVID-19 performance       30 10 Medical quality/customer experience/employee engagement       11   Total       145           Weight (%) Measure/Objective   Weighted Payout Factor % 40 Adjusted diluted EPS   70.0 35 Base Business revenue attainment   27.0 15 Medical quality/customer experience/employee engagement/ESG goals 17.1 10 COVID-19 performance   10.0   Total   124.1   The total payout factor for Ms. Doherty and Mr. Prevoznik was 130.3 (reflecting the 5% modifier awarded based on the results of the Committee’s assessment of their individual performance). The total payout factor for Mr. Plewman was 132.6 (reflecting the pro ration of his goals and the strong performance of the regional business for which Mr. Plewman had responsibility early in 2022). The total payout factor for Mr. Rusckowski was 148.9 (reflecting the 20% 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. Quest Diagnostics Policy: Items for Which the Committee May Make Adjustments •    Gains and losses from the sale of a business •    Charges related to the impairment of goodwill or intangible assets •    Charges related to reorganization and restructuring programs •    Charges related to the acquisition or integration of a company or business •    Material legal settlements •    Cumulative or one-time effect from accounting changes •    Effects of changes in tax laws or the rate on deferred tax assets and liabilities •    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   The Committee may make adjustments based on these items because: 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   • 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.   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 20212022 for purposes of calculating performance under the SMIP. Items Adjusted for in 20212022 Annual Incentive Calculations   First Half Diluted EPS ($)   Second Half Diluted EPS ($) Diluted EPS, as reported $8.38   $7.14 Amortization expense 0.31   0.31 Charges related to reorganization and restructuring programs 0.22   0.14 Gains/losses on sale of strategic investments (including impairment charges) 0.04   (0.29) Gain on sale of 40% ownership interest in Q Squared Solutions (1.98)   - Costs associated with Quest For Health Equity 0.03   0.06 Excess tax benefit related to stock-based compensation (0.07)   (0.07) Other 0.03   - Total adjustments (1.42)   0.15 Adjusted diluted EPS for incentive purposes $6.96   $7.29   Diluted EPS ($) Diluted EPS, as reported $7.97 Restructuring and integration charges 0.56 Gains and losses on investments 0.26 Quest for Health Equity costs 0.59 Amortization expense 0.74 Excess tax benefits related to stock-based compensation (0.12) Other (0.05) Total adjustments $1.98 Adjusted diluted EPS for incentive purposes $9.95 2023 Proxy Statement 36 The adjustments made by the Committee are the same as those disclosed when reporting our 20212022 financial performance. 2022 Proxy Statement 34   For 2021,2022, the target incentives and payouts for the named executive officers are summarized in the following table. Under the SMIP, annual incentive compensation payments generally are calculated based on salary actually paid and accordingly reflect changes in salary rate during the year.   2021 Target Incentive as a % of Salary 2021 Actual Payment as a % of Target 2021 Actual Payment as a % of Salary 2021 Actual Payment ($) Mr. Rusckowski 150 145 217.6 2,695,511 Mr. Guinan 90 145 130.6 839,794 Mr. Davis 90 145 130.6 816,690 Ms. Eglinton Manner 80 145 116.1 696,480 Ms. Doherty 75 145 108.8 625,744       2022 Target Incentive as a % of Salary(a)   2022 Actual Payment as a % of Target   2022 Actual Payment as a % of Salary   2022 Actual Payment ($) James E. Davis (b)   (b)   124.1   134.4   1,082,853 Sam A. Samad (c)   90   124.1   111.6   725,693 Catherine T. Doherty   75   130.3   97.7   580,500 Michael E. Prevoznik   70   130.3   91.2   487,796 Patrick Plewman (d)   70    132.6   86.2   441,276 Former Executive Officers                 Stephen H. Rusckowski   150   148.9   223.4   2,856,686 Mark J. Guinan   90    124.1   111.6   444,862 Carrie Eglinton Manner (e)   80   -   -   - (a) The incentive targets for Ms. Doherty, Mr. Prevoznik, Mr. Rusckowski, Mr. Guinan and Ms. Eglinton Manner were established in February 2022.  The incentive target for Mr. Samad was established when he joined the Company. (b) The incentive target for Mr. Davis was established at 100% of salary in February 2022 when he became CEO-Elect, and was increased to 150% of salary effective November 1, 2022, when he became CEO and President. Mr. Davis’ 2022 annual incentive compensation payment was prorated accordingly. (c) To induce Mr. Samad to join the Company, the Company agreed that his annual incentive compensation for 2022 would be paid based on his annualized base salary, rather than his salary actually received. (d) The incentive target for Mr. Plewman shown was established when he was promoted in 2022 to his current position; his incentive target for the period prior to his promotion was lower than that shown.   Mr. Plewman’s annual incentive compensation for 2022 was prorated accordingly. (e) Ms. Eglinton Manner terminated employment with the Company in 2022 and was not entitled to receive annual incentive compensation for 2022. Had the Committee not made the adjustments to the Company’s financial results discussed, above, the payouts set forth in the preceding table would have been higher (the weighted payout factor for first half adjusted diluted EPS would have been 40% rather than 19%, and the cumulative weighted payout factor for adjusted diluted EPS would have been 80% rather than 59%).been:     2022 Payment as a % of Target   2022 Payment as a % of Salary   2022 Payment ($) James E. Davis   54.1   58.6   471,811 Sam A. Samad   54.1   48.6   316,193 Catherine T. Doherty   56.8   42.6   252,931 Michael E. Prevoznik   56.8   39.7   212,538 Patrick Plewman   74.9   48.7   249,344 Former Executive Officers             Stephen H. Rusckowski   64.9   97.3   1,244,189 Mark J. Guinan   54.1   48.6   398,462 Carrie Eglinton Manner   -   -   - 37 2023 Proxy Statement 20212022 Conclusion Overall, the Committee believes that the annual incentive payments made to our named executive officers for 20212022 were consistent with the objectives of our executive compensation program. Long-Term Incentive Awards Introduction We design our long-term incentive awards to: Align management’s compensation opportunities with the interests of our stockholders; Provide long-term compensation opportunities consistent with market practice; and Incent and reward long-term value creation.   • 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. 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 2021;2022; in prior years, characteristics of the award (e.g., relative component mix, vesting) may have been different:   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   Component CEO Weight (% of Award Value) All Other Executive Officers Weight (% of Award Value) Time Horizon for Value Creation Vesting Purpose Performance Shares 50 40 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 30 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 30 10 years In 1/3rd increments annually over 3 years •   Align executives with stockholders •   Highlight stock price appreciation as a key indicator of success The time horizons shown operate in conjunction with, and in addition to, our stock ownership and retention requirements. 35        2022 Proxy Statement   In determining the value of the long-term incentive component of each named executive officer’s compensation, the Committee considers, among other factors: 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.   • 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. 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 in 2021 emphasized performance shares for our most senior employees, including all ournamed 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, including our senior management.employees. Timing of Equity Awards; Awards Committee It has been the Committee’s practice to make annual equity grants at a meeting held shortly 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. 2023 Proxy Statement 38 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 Mr. Rusckowski.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 2021, 17,5772022, 3,589 stock options, 1,3521,130 performance shares, and 13,55024,871 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 yearbase-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 yearbase-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 2 times the target level. Determination of the shares payable pursuant to each award is made after the end of the performance period. 2022 Proxy Statement 36   The Committee’s approach to performance share awardsshares 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 following table sets forthCommittee adopted the aggregate performance share award payouts over the past five years, as compared to target, for the named executive officers then in office. For additional information, Annex D sets forth the payments as compared to target for performance share awards for each year since 2005. Performance Period Year Paid Performance Share Payout as Compared to Target (%) 2015 – 17 2018 111 2016 – 18 2019 85 2017 – 19 2020 80 2018 – 20 2021 195 2019 – 21 2022 200 The Committee believes that these results demonstrate the rigoruse of the targets adopted, that targets have been set at reasonable levelsaverage return on invested capital (“ROIC”) and that performance share award payouts have been sensitive to Company performance. Determination of February 2018 Performance Share Awards In February 2021, the Committee determined payment for performance share awards made in February 2018. 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 compound annual growth rate (“CAGR”) (50% weight)as performance share metrics in 2012 and the Company’s average return on invested capital (“ROIC”) (50% weight) during the performance period (calculatedhas continued to use these metrics, with relative TSR added as a metric in accordance with the plan, subject to adjustment as discussed above). The measurement period was January 1, 2018 to December 31, 2020. The following table shows the targeted performance levels (awards for performance between these percentiles are interpolated on a straight-line basis). Performance Shares Earned (as multiple of target number of shares) Revenue CAGR (%) Average Adjusted ROIC (%) 0.25 1.8 N/A 0.5 N/A 10.6 0.75 2.3 N/A 1.00 3.6 11.3 2.00 5.0 12.0 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 195% of target.   Results (%) Weighted Payout Factor (%) Revenue CAGR 8.43 100 Average Adjusted ROIC 11.93 95 The following table shows the 2018 performance shares actually earned by each of the named executive officers. 2018 Performance Shares Earned Mr. Rusckowski 58,368 Mr. Guinan 17,322 Mr. Davis 16,570 Ms. Eglinton Manner 13,181 Ms. Doherty 11,299 37        2022 Proxy Statement ROIC is defined for purposes of performance share awardsshares as (i) net operating profit after tax (“NOPAT”) divided by (ii) the sum of average total debt and stockholders’ equity (Invested Capital). The table below shows the Company’s adjusted ROIC results for each of the three years during the performance period.   2018 2019 2020 3 Year Average ROIC % 10.33 10.12 15.34 11.93 In accordance with the Company’s policy, in determining the Company’s ROIC for purposes of performance share awards, NOPAT (i.e., net income attributableaddition 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 annual incentive plan for the relevant year. Additionally, adjustments were made to remove the effects of significant transactions not contemplated or completed at the time performance measures were set, as follows: Invested Capital was adjusted to eliminate the impact of the 2019 refinancing of the Company’s Senior Notes due January 2020 and Senior Notes due March 2020. 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 increasing 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.   Results (%) Weighted Payout Factor (%) Revenue CAGR 8.43 100 Average Adjusted ROIC (%) 11.44 60 As a result of these performance levels, the number of performance shares earned during the performance period would have been 160% of target, and the shares earned by each executive officer would have been as set forth in the following table. 2018 Performance Shares Earned Based on Unadjusted Results Mr. Rusckowski 47,892 Mr. Guinan 14,213 Mr. Davis 13,596 Ms. Eglinton Manner 10,815 Ms. Doherty 9,271 2021 Equity Awards In February 2021, the Committee awarded long-term compensation for 2021 to the named executive officers, resulting in the equity awards shown for them in the “2021 Summary Compensation Table” and the “2021 Grants of Plan-Based Awards Table” beginning on pages 42 and 44, respectively. The Committee increased Mr. Rusckowski’s long-term incentive by 5% and Ms. Doherty’s long-term incentive by approximately 7%; our other named executive officers received awards having the same target value as the preceding year. In considering the size of the award for each of these named executive officers, the Committee considered the factors described above. For 2021, the Committee granted the awards shown in the table on page 44 to our CEO and other named executive officers. The Committee also approved awards: (i) to our other more senior equity award recipients, consisting of the same mix of awards as those receivedbeing well supported by our namedstockholders, the use of ROIC holds management accountable for efficient use of capital and further links executive officers other than our CEO; and (ii)compensation to less senior participants in the program, consisting solely of stock options and RSUs. 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. 2022 Proxy Statement 38   In February 2021, the Committee designed the 2021 performance share awards to include a performance measure focused on COVID-19 revenue. The performance measures for the 2021 performance share awards, and the relative weighting of the metrics, are: the CAGR of the Company’s base business revenue (35% weight), average ROIC (30% weight), relative TSR (measured relative to the companies included in the S&P 500 Healthcare Index) (20% weight), and cumulative COVID-19 revenue (15% weight). These metrics support key tenets of our 2-point strategy. The target performance shares subject to the 2021 performance share awards will be earned over a single three-year period ending December 31, 2023, 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 2021 performance share award will be made after the end of the performance period. ROIC The Committee adopted the use of ROIC, along with revenue CAGR, as performance share metrics in 2012 and has continued to use these metrics, with relative TSR added as a metric in 2020. The key building blocks of our ROIC metric are: (1) adjusted NOPAT, and (2) adjusted Invested Capital, defined as average total debt and stockholders’ equity. ROIC is calculated as NOPAT/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. Since 2012, when we began issuing performance share awardsshares with performance metrics based on the Company’s average ROIC and on revenue CAGR, over the performance period, 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 39 2023 Proxy Statement performance metric. Accordingly, we are disclosing here, beforedisclose in our annual proxy statement, in the conclusionyear of the three-year performance cycle,grant, the relative TSR performance metric for our 2021 performance share 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. Performance Period   Year Paid   Performance Share Payout as Compared to Target (%) 2016 – 18   2019    85 2017 – 19   2020    80 2018 – 20   2021   195 2019 – 21   2022   200 2020 – 22   2023   196 The Committee believes that these results demonstrate that performance share payouts have been sensitive to Company performance. Determination of February 2019 Performance Shares In February 2022, the Committee determined payment for performance shares awarded in February 2019. 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) and the Company’s average ROIC (50% weight) during the performance period (calculated in accordance with the plan, subject to adjustment as discussed above). The measurement period was January 1, 2019 to December 31, 2021. The following table shows the targeted performance levels (awards for performance between these percentiles are interpolated on a straight-line basis). Performance Shares Earned (as multiple of target number of shares)   Revenue CAGR (%)   Average Adjusted ROIC (%) 0.25   1.5   N/A 0.5   N/A   9.7 0.75   2.0   N/A 1.00   3.0   10.4 2.00   5.0   10.8 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 200% of target.   Results (%)   Weighted Payout Factor (%) Revenue CAGR 12.7   100 Average Adjusted ROIC 14.4   100 The following table shows the 2019 performance shares actually earned by each of the named executive officers. 2019 Performance Shares Earned James E. Davis 19,856 Sam A. Samad (a) N/A Catherine T. Doherty 13,392 Michael E. Prevoznik 11,544 Patrick Plewman 3,510 Former Executive Officers Stephen H. Rusckowski 70,184 Mark J. Guinan 20,780 Carrie Eglinton Manner 16,162 2023 Proxy Statement 40 (a) Mr. Samad did not receive a grant of 2019 performance shares; he was not a Company employee at the time of grant. The table below shows the Company’s adjusted ROIC results for each of the three years during the performance period.     2019   2020   2021   3 Year Average ROIC %   10.1   15.3   17.7   14.4 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. Additionally, adjustments were made to remove the effects of significant transactions not contemplated or completed at the time performance measures were set, as follows: Invested Capital was adjusted to eliminate the impact of the 2019 refinancing of the Company’s Senior Notes due January 2020 and Senior Notes due March 2020. 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 increasing 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.   Results (%)   Weighted Payout Factor (%) Revenue CAGR 12.7   100 Average Adjusted ROIC (%) 14.0   100 As a result of these performance levels, the number of performance shares earned during the performance period would have been 200% of target, and the shares earned by each executive officer would have been the same as those actually earned. 2022 Equity Awards In February 2022, the Committee awarded long-term compensation for 2022 to our Chief Executive Officer and the other named executive officers, resulting in the equity awards shown for them in the “2022 Summary Compensation Table” and the “2022 Grants of Plan-Based Awards Table” beginning on pages 45 and 47, respectively. The Committee revised the mix of equity awards for our executive officers other than our Chief Executive Officer, to emphasize further awards subject to performance conditions. The Committee determined that awards to our other executive officers, and to the remainder of our most senior employees, would consist of 50% performance shares, 25% options and 25% RSUs, mirroring the mix of awards to our Chief Executive Officer. 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 stock options or 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 expanded the pool of employees receiving equity awards to include director-level employees. 41 2023 Proxy Statement Due to the uncertain impact of the COVID-19 pandemic on the operating environment, the Committee continued to measure base business revenues and COVID-19 testing revenues separately for purposes of performance shares. The performance measures for the 2022 performance share awards, and the relative weighting of the metrics, are the same as used for the performance shares granted in 2021: the CAGR of the Company’s base business revenue (35% weight), average ROIC (30% weight), relative TSR (measured relative to the companies included in the S&P 500 Healthcare Index) (20% weight), and cumulative COVID-19 revenue (15% weight). These metrics support key tenets of our business strategy. The target performance shares subject to the 2022 performance share awards will be earned over a single three-year period ending December 31, 2024, 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 2022 performance share awards will be made after the end of the performance period. The relative TSR performance metric for our 2022 performance shares is set forth in the following table. 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   *The Earnings Multiple for Relative TSR between the percentiles designated in the above table will be interpolated. Equity Awards for 2022 to Individual Named Executive Officers   As noted in the Executive Summary (see “2022 Compensation Actions,” beginning on page 28), 2022 was a year of significant change and transition in the management of our Company, and the Committee took numerous actions during 2022 to foster the success of that transition. In February 2022, the Committee approved equity awards for our named executive officers. The awards were consistent with the discussion above under the heading “2022 Equity Awards,” and reflected consideration of the factors noted above. Noteworthy aspects of awards to individual named executive officers are set forth below. ● The award to Mr. Davis increased by approximately 117%, reflecting him becoming CEO-Elect;     39       ● 2022 Proxy StatementThe awards to Ms. Doherty, Mr. Prevoznik and Mr. Plewman increased by approximately 6%, 8% and 10%, respectively; ● The award to Mr. Rusckowski increased by approximately 10%. ● The award to Mr. Guinan was reduced by approximately 50%, reflecting his expected retirement during 2022. This award provided that vesting would accelerate upon his retirement, provided that he successfully transitioned the Chief Financial Officer responsibilities to his successor, as approved by the Chief Executive Officer. His vested 2017 option award received retirement treatment, providing up to a five-year exercise period. ● In addition to her annual award, Ms. Eglinton Manner received a retention award having a value of $2.0 million.  The retention award consisted of 50% RSUs and 50% performance shares, each cliff-vesting three years after the grant date.  The performance shares had performance goals related to compound annual growth in revenues associated with the services offerings for which Ms. Eglinton Manner had management responsibility, other than revenues associated with (i) COVID-19 testing and (ii) business acquisitions completed subsequent to January 1, 2022.  Ms. Eglinton Manner forfeited her annual award, and her retention award, when she terminated employment in 2022. In connection with the significant change and transition in the management of our Company during 2022, the Committee also approved the following additional awards to named executive officers in 2022. Except as noted below, these awards have generally the same terms and conditions as the annual awards issued to the named executive officers in February 2022. ● An award having a grant date value of $5.0 million to Mr. Davis effective November 1, 2022, when he became Chief Executive Officer and President.  This award consisted of 60% performance shares and 40% RSUs, and does not include a vesting-upon-retirement feature.  The RSUs cliff vest on November 1, 2025.       2023 Proxy Statement 42 ● An annual award having a grant date value of $2.5 million to Mr. Samad when he joined the Company in July 2022. ● An award in July 2022 Actionsof Make-Whole RSUs to Mr. Samad having a grant date value of $1.5 million, intended to compensate him for certain forfeitures incurred in connection with the termination of his employment from his immediately preceding employer and as a sign-on inducement.  50% of the Make-Whole RSUs are scheduled to vest on each of the first and second anniversaries of the grant date. ● An award having a grant date value of $550,000 to Mr. Plewman in connection with his promotion to Senior Vice President, Diagnostic Services.   2023 Actions February 20192020 Performance Share Payment Determination. In February 2022,2023, the Committee determined payment for performance share awards madeshares awarded in February 2019.2020. The performance period for those awards ended on December 31, 2021.2022. The performance measures were the Company’s revenue CAGR (50% weight) and, the Company’s average ROIC (50%(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 200%196% of target. Determination of these awards will be discussed in the Compensation Discussion and Analysis included in our 20232024 proxy statement. Changes to Compensation in 20222023. In February 2022, due to2023, the uncertain impactCommittee adopted performance measures for the 2023 performance shares. The performance measures for the 2023 performance shares, and the relative weighting of the COVID-19 pandemic onmetrics, are: the operating environment, including on the Company’s base business and the Company’s COVID-19 testing revenues, the Company decided to continue to measure base business revenues and COVID-19 testing revenues separately for purposes of annual incentive compensation and performance share awards. In addition, the Committee revised the mix of equity awards for our executive officers other than our CEO, to emphasize further awards subject to performance conditions. The Committee determined that the awards to our other executive officers, and to the remainder of our most senior employees, would consist of 50% performance shares, 25% options and 25% RSUs, mirroring the mix of awards to our CEO. In addition, to increase the reachCAGR of the Company’s equity award programrevenues, including COVID-19 revenues (50% weight), average ROIC (30% weight), and its benefits, including aligningrelative TSR (measured relative to the interest of employees withcompanies included in the interest of stockholders, and to enhanceS&P 500 Healthcare Index) (20% weight). In calculating the competitiveness ofrevenue CAGR, the Company’s compensation program,Company will exclude COVID-19 revenues from the Committee expanded the pool of employees eligible to receive equity awards to include director level employees.baseline year (2022) revenues. Other   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 “2021“2022 Nonqualified Deferred Compensation Table” on page 48.53. 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. The Company has a security plan approved by the Committee forIn 2022, Mr. Rusckowski.Davis and Mr. Rusckowski and his family usetheir families used Company aircraft for personal travel. Pursuant to an Aircraft Timesharing Agreementaircraft timesharing agreements approved by the Committee, each of Mr. Davis and Mr. Rusckowski must reimburse the Company for its aggregate incremental cost arising out of Mr. Rusckowski’s personal use of Company aircraft after the aggregate incremental cost to the Company of Mr. Rusckowski’s personal use exceeds $100,000a threshold amount in a year. Pursuant to his employment agreement,During 2022, the Company reimbursed Mr. Davis and Mr. Rusckowski for driver and vehicle costs. Named executive officers also are eligible for executive health physical exams.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 “2021“2022 Summary Compensation Table” beginning on page 42.45. 43 2023 Proxy Statement 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 “2021“2022 Potential Payments upon Termination or Change in Control” beginning on page 48.54. 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. 2022 Proxy Statement 40   Risk Assessment In November 2021,August 2022, 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; and (v) we maintain a clawback policy, discussed in “Clawback Policy” on page 45,50, designed to prevent misconduct relative to financial reporting.reporting; and (vi) the Committee discusses risk in connection with compensation for which it is responsible. Executive Share Ownership and Retention Guidelines Since 2005 we have maintained senior management common stock ownership and retention andguidelines. Executives have five years from the time that they become executive officers to meet the ownership guidelines.requirements. Our current guidelines are set forth in the following table. Employee Minimum Shareholding Requirement (X times base salary) CEO 6X Other Executive Officers 4X Other Senior Managementexecutive leadership 3X or 1X, depending upon position   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 share awards.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 75% 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, 2022,2023, each of our currently employed named executive officers holds stock in excess of his or her minimum ownership requirement.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. Policies Regarding Hedging or Pledging our Common Stock Our directors and executive officers are prohibited from hedging the economic risk of owning our Common Stock. For 2023 Proxy Statement 44 information regarding our policies relating to directors, executive officers and other employees hedging or pledging the Company’s common stock, see “Policies Regarding Hedging and Pledging our Common Stock; Window Periods” on page 19.   41        2022 Proxy Statement Compensation and Leadership Development Committee Report   Compensation 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 2021.2022. Compensation and Leadership Development Committee Vicky B. Gregg, Chair Denise M. Morrison Timothy M. Ring Helen I. Torley 20212022 Summary Compensation Table   This table summarizes the compensation for 20212022 for each of our named executive officers. Name and Principal Position Year Salary ($)(1, 2) Bonus ($) Stock Awards ($)(3) Option Awards ($)(4) Non-Equity Incentive Plan Compensation ($)(2, 5) All Other Compensation ($)(6) Total ($) Stephen H. Rusckowski 2021 1,238,462 - 7,631,057 2,624,978 2,695,511 367,810 14,557,818 Chairman, President and 2020 1,107,692   7,279,883 2,500,020 3,000,000 194,013 14,081,608 Chief Executive Officer 2019 1,100,000   4,348,074 3,039,982 1,373,790 256,693 10,118,539 Mark J. Guinan 2021 643,077 - 1,567,373 689,871 839,794 77,448 3,817,563 Executive Vice President and 2020 591,385   1,569,547 690,012 905,883 46,597 3,803,424 Chief Financial Officer 2019 620,000   1,287,373 899,872 464,563 44,187 3,315,995 James E. Davis 2021 625,385 - 1,567,373 689,871 816,690 72,022 3,771,341 Executive Vice President, 2020 577,231   1,569,547 690,012 815,050 42,866 3,694,706 General Diagnostics and CEO-Elect 2019 590,000   1,230,129 859,913 402,097 40,781 3,122,920 Carrie Eglinton Manner 2021 600,000 - 1,362,859 599,962 696,480 65,375 3,324,676 Senior Vice President, 2020 566,538   1,364,907 600,011 707,493 40,032 3,278,981 Advanced and General Diagnostics and Clinical Solutions 2019 575,000   1,001,320 699,880 354,099 47,258 2,677,557 Catherine T. Doherty Senior Vice President, Regional Businesses 2021 575,000 - 1,090,337 479,939 625,744 40,563 2,811,583   Name and Principal Position    Year    Salary ($)(1, 2)    Bonus ($)    Stock Awards ($)(3)    Option Awards ($)(4)    Non-Equity Incentive Plan Compensation ($)(2, 5)    All Other Compensation ($)(6)    Total ($) James E. Davis Chairman, Chief Executive Officer and President (7)   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   2020   577,231   -   1,569,547   690,012   815,050   42,866   3,694,706 Sam A. Samad Executive Vice President and Chief Financial Officer (7)   2022   300,000   1,200,000   3,330,906   624,865   725,693   87,518   6,268,982                                 Catherine T. Doherty Senior 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 Senior Vice President and General Counsel   2022   535,000   -   1,016,786   349,798   487,796   53,920   2,443,300                                 Patrick Plewman Senior Vice President, Diagnostic Services (7)   2022   512,104   -   728,227   249,758   441,276   48,579   1,979,943 Former Executive Officers                                 Stephen H. Rusckowski Former Chairman, Chief Executive Officer and President   2022   1,278,846   -   8,350,579   2,874,884   2,856,686   317,168   15,678,164   2021   1,238,462   -   7,631,057   2,624,978   2,695,511   367,810   14,557,818   2020   1,107,692   -   7,279,883   2,500,020   3,000,000   194,013   14,081,608 Mark J. Guinan Former Executive Vice President and Chief Financial Officer (7)   2022   398,462   -   835,070   801,102   444,862   61,913   2,541,409   2021   643,077   -   1,567,373   689,871   839,794   77,448   3,817,563   2020   591,385   -   1,569,547   690,012   905,883   46,597   3,803,424 Carrie Eglinton Manner Former Senior Vice President, Advanced and General Diagnostics and Clinical Solutions (7)   2022   270,673   -   3,392,590   499,910   -   48,358   4,211,531   2021   600,000   -   1,362,859   599,962   696,480   65,375   3,324,676   2020   566,538   -   1,364,907   600,011   707,493   40,032   3,278,981 45 2023 Proxy Statement   (1) Includes amounts deferred by named executive officers into the 401(k) Plan and the SDCP (see “2021“2022 Nonqualified Deferred Compensation Table” on page 48)53). (2) Salary and non-equity incentive plan compensation paid for 2020 reflect the program of shared sacrifice in effect in 2020, pursuant to which our CEO and our other named executive officers had reduced salaries for a 12-week period. 2020 annual incentive compensation for our CEO and our other named executive officers was determined and paid on the basis of their compensation as reduced by the temporary salary reductions. (2) Salary and non-equity incentive plan compensation paid for 2020 reflect the program of shared sacrifice in effect in 2020, pursuant to which our CEO and our other named executive officers had reduced salaries for a 12-week period.  2020 annual incentive compensation for our CEO and our other named executive officers was determined and paid on the basis of their compensation as reduced by the temporary salary reductions. (3) Represents the aggregate grant date fair value, based on the valuation methodology (including assumptions) set forth in footnote 1718 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 2021,2022, of the performance share awards and RSUs granted.  Performance share awards are valued at target.  If the performance share awards were valued at maximum, the amounts shown in the column for 2022 would be:be Mr. Davis, $13,834,869; Mr. Samad, $4,536,652; Ms. Doherty, $2,044,073; Mr. Prevoznik, $1,683,478; Mr. Plewman, $1,206,392; Mr. Rusckowski, $13,826,069; Mr. Guinan, $1,382,631; and Ms. Eglinton Manner, $5,285,051.     2019 ($) 2020 ($) 2021 ($)   Rusckowski 7,176,138 12,059,720 12,637,093   Guinan 2,124,703 2,449,023 2,444,721   Davis 2,030,226 2,449,023 2,444,721   Eglinton Manner 1,652,568 2,129,703 2,125,707   Doherty - - 1,700,639 2022 Proxy Statement 42     (4) Represents the aggregate grant date fair values of the awards, based on the valuation methodology (including assumptions) set forth in footnote 1718 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 2021.2022.  For Mr. Guinan, in 2022 also includes the incremental fair value resulting from the application of retirement treatment to fully vested stock options granted to him in 2017. (5) 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 2324 for further information regarding the performance measures. (6) All other compensation for 20212022 consists of the following:following for the current named executive officers:   Rusckowski ($) Guinan ($) Davis ($) Eglinton Manner ($) Doherty ($) Matching contributions under the 401(k) Plan 14,500 14,500 14,500 14,500 12,436 Matching credits under SDCP 197,423 62,948 57,522 50,875 23,221 Personal ground transportation 55,887(a) - - - - Use of company aircraft 100,000(b) - - - - Executive physical - - - - 4,906 Totals 367,810 77,448 72,022 65,375 40,563       Davis ($)   Samad ($)   Doherty ($)   Prevoznik ($)   Plewman ($) Matching contributions under the 401(k) Plan   15,250   -   14,971   15,250   15,250 Matching credits under SDCP   65,873   -   24,183   38,670   28,658 Personal ground transportation   12,612(a)   -   -   -   - Use of company aircraft   32,631(b)   -   -   -   - Executive physical   4,640   -   -   -   - Relocation   62,568   87,518   -   -   - Tax and Financial Planning   8,438   -   -   -   4,671 Totals   202,012   87,518   39,154   53,920   48,579   (a) Includes the following expenses (determined as a percentage of the total use of the vehicle) attributable to Mr. Davis’s personal use of a company-provided vehicle: (i) the vehicle lease cost; (ii) the invoiced expenses of the vehicle’s driver, including tolls; (iii) invoiced vehicle fuel, insurance, repair and maintenance costs; and (iv) rental car costs.   (b) Mr. Davis and his family use Company-provided aircraft for personal travel.  The Compensation and Leadership Development Committee has adopted a policy regarding personal use of the corporate aircraft by our Chief Executive Officer.  In connection with the policy, Mr. Davis entered into a time-sharing agreement with the Company under which he reimburses the Company for its aggregate incremental costs related to his personal use of Company aircraft and a Company-provided vehicle above $175,000.  The amount shown in the chart is the incremental cost to the Company of personal use of the corporate aircraft.  Incremental costs are based on the variable costs that the Company incurred: operating cost per flight hour, including fuel, lubricants and maintenance; landing and parking fees; crew expenses; and small supplies and catering. This excludes non-variable costs that would have been incurred regardless of whether there was any personal use of the aircraft. Personal use of our aircraft by other employees requires approval by the Chief Executive Officer. 2023 Proxy Statement 46 All other compensation for 2022 consists of the following for the former named executive officers:     Rusckowski ($)     Guinan ($)     Eglinton Manner ($)   Matching contributions under the 401(k) Plan     15,250       15,250       15,250   Matching credits under SDCP     131,545       46,663       33,108   Personal ground transportation     70,373(c)                   Use of company aircraft     100,000(d)                   Executive physical                         Financial Planning                         Totals     317,168       61,913       48,358   (a) (c) Includes the following expenses (determined as a percentage of the total use of the vehicle) attributable to Mr. Rusckowski’s personal use of a company-provided vehicle: (i) the vehicle lease cost; (ii) the invoiced expenses of the vehicle’s driver, including tolls; (iii) invoiced vehicle fuel, insurance, repair and maintenance costs; and (iv) rental car costs. (b) (d) The Company hashad a security plan approved by the Compensation and Leadership Development Committee for our Chief Executive Officer;Mr. Rusckowski; Mr. Rusckowski and his family useused Company-provided aircraft for personal travel.  The Compensation and Leadership Development Committee has adopted a policy regarding such personal use of the corporate aircraft by our Chief Executive Officer.  In connection with the policy, Mr. Rusckowski entered into a time sharingtime-sharing agreement with the Company under which he reimbursesreimbursed the Company for its aggregate incremental costs related to his personal use of Company aircraft above $100,000.  The amount shown in the chart is the incremental cost to the Company of personal use of the corporate aircraft.  Incremental costs are based on the variable costs that the Company incurred: operating cost per flight hour, including fuel, lubricants and maintenance; landing and parking fees; crew expenses; and small supplies and catering.  This excludes non-variable costs that would have been incurred regardless of whether there was any personal use of the aircraft.  Personal use of our aircraft by other employees requires approval by the Chief Executive Officer.     43(7)        Mr. Davis’ 2022 Proxy Statementcompensation includes the annual equity awards issued to him in February 2022 in connection with him becoming CEO Elect and on November 1, 2022 in connection with becoming CEO and President.  Mr. Samad’s 2022 compensation includes his annual equity awards granted to him when he joined the Company.  In addition, to compensate Mr. Samad for certain forfeitures incurred in connection with the termination of his employment from his immediately preceding employer and as a sign-on inducement, the Company agreed that Mr. Samad’s annual incentive award for 2022 would be paid based on his annualized base salary, rather than his salary earned at the Company during 2022, and approved for Mr. Samad: (i) a lump-sum cash payment of $1,200,000 (refundable if he voluntarily terminates employment or if the Company terminates his employment for willful misconduct, in each case at any time prior to the second anniversary of his start date); and (ii) RSUs with a value of $1,500,000 (these RSUs are scheduled to vest 50% on each of the first and second anniversaries of the grant date).  Mr. Plewman’s 2022 compensation includes the equity awards issued to him in February 2022 and April 2022.  Mr. Guinan’s 2022 compensation reflects his retirement in 2022 after transitioning his responsibilities to Mr. Samad.  Ms. Eglinton Manner’s 2022 compensation reflects the regular equity award and the retention equity award that she received in February 2022.  Ms. Eglinton Manner forfeited both awards when she terminated employment later in 2022.  Ms. Eglinton Manner was not entitled to annual incentive compensation for 2022.  For additional information regarding transition awards, see “Key Terms of Equity Awards Granted in 2022 – Transition Awards” beginning on page 49. 20212022 Grants of Plan-Based Awards Table   This table provides information about plan-based awards granted in 2021.2022. Name Grant Date       Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of Stock or Units (#)(3) All Other Option Awards: Number of Securities Underlying Options (#)(4) Exercise or Base Price of Option Awards ($/Sh)(5) Closing Market Price on Grant Date ($/Sh) Grant Date Fair Value of Stock and Option Awards ($)(6) Threshold Target Maximum Threshold Target Maximum ($)(1) ($)(1) ($)(1) (#)(2) (#)(2) (#)(2) Rusckowski 2/17/2021 464,423 1,857,691 3,715,382 1,544 41,185 82,370         5,006,037 2/17/2021               120,901 121.81 121.85 2,624,978 2/17/2021             21,551       2,625,020 Guinan 2/17/2021 144,693 578,769 1,157,539 271 7,218 14,436         877,348   2/17/2021               31,774 121.81 121.85 689,871   2/17/2021             5,665       690,025 Davis 2/17/2021 2/17/2021 2/17/2021 140,712 562,846 1,125,692 271 7,218 14,436         877,348               31,774 121.81 121.85 689,871             5,665       690,025 Eglinton 2/17/2021 120,000 480,000 960,000 235 6,276 12,552         762,848 Manner 2/17/2021               27,633 121.81 121.85 599,962   2/17/2021             4,926       600,011 Doherty 2/17/2021 107,813 431,250 862,500 188 5.021 10,042 3,941 22,105 121.81   121.85   610,303 479,939 480,034 2/17/2021 2/17/2021                                 Name Grant Date Estimated Future Payouts Under Non- Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of Stock or Units (#)(3) All Other Option Awards: Number of Securities Underlying Options (#)(4) Exercise or Base Price of Option Awards ($/Sh)(5) Closing Market Price on Grant Date ($/Sh) Grant Date Fair Value of Stock and Option Awards ($)(6)   Threshold Target Maximum Threshold Target Maximum               ($)(1) ($)(1) ($)(1) (#)(2) (#)(2) (#)(2)             Davis   2/24/2022   218,229   872,917   1,745,834   731   19,504   39,008               129.51   2,380,658     2/24/2022                               47,529   127.73   129.51   1,249,946     2/24/2022                           9,787           129.51   1,250,045     11/1/2022               752   20,059   40,118               142.78   2,911,764     11/1/2022                           13,980           142.78   1,999,979   47 2023 Proxy Statement Samad   7/11/2022   146,250   585,000   1,170,000   333   8,871   17,742               135.97   1,205,746     7/11/2022                               19,658   135.59   135.97   624,865     7/11/2022                           4,610           135.97   625,047     7/11/2022                           11,064           135.97   1,500,112   Doherty   2/24/2022   111,419   445,673   891,346   249   6,632   13,264               129.51   809,502     2/24/2022                               16,155   127.73   129.51   424,854     2/24/2022                           3,328           129.51   425,069   Prevoznik   2/24/2022   93,625   374,500   749,000   205   5,462   10,924               129.51   666,692     2/24/2022                               13,301   127.73   129.51   349,798     2/24/2022                           2,741           129.51   350,094   Plewman   2/24/2022   83,218   332,870   665,739   66   1,756   3,512               129.51   214,337     2/24/2022                               4,274   127.73   129.51   112,400     2/24/2022                           881           129.51   112,526     3/21/2022               70   1,869   3,738               143.85   263,828     3/21/2022                               4,313   144.47   143.85   137,357     3/21/2022                           952           143.85   137,535     Former Executive Officers                                                   Rusckowski   2/24/2022 2/24/2022 2/24/2022   479,568   1,918,269   3,836,538   1,682   44,859   89,718               129.51   5,475,490                                   109,317   127.73   129.51   2,874,884                               22,510           129.51   2,875,090   Guinan   2/24/2022   89,654   358,615   717,231   168   4,486   8,972               129.51   547,561     2/24/2022                               10,932   127.73   129.51   287,496     2/24/2022                           2,251           129.51   287,509     7/29/2022                                           513,606 (7) Eglinton Manner   2/24/2022   54,135   216,538   433,077   293   7,802   15,604               129.51   952,312     2/24/2022               1,958   7,830   15,660               129.51   940,148     2/24/2022                               19,009   127.73   129.51   499,910     2/24/2022                           3,915           129.51   500,043     2/24/2022                           7,830           129.51   1,000,087   (1) Represents the threshold, target, and maximum awards set for the 20212022 SMIP.  The actual amount of the non-equity plan awardawards paid is included in the “2021“2022 Summary Compensation Table” beginning on page 4245 under the column titled “Non-Equity Incentive Plan Compensation.” (2) Represents threshold, target, and maximum awards for performance shares granted in 2021;2022; for threshold, assumes that only the minimum performance required for payout is achieved for the COVID-19 testing revenue metric, except that this assumption does not apply with respect to Ms. Eglinton Manner’s retention award, which did not have a COVID-19 revenue metric.  The performance period for the performance shares granted during 20212022 ends December 31, 2023.2024.  Dividends are not payable on performance shares.  For further discussion of the performance metrics see “Compensation Discussion and Analysis” beginning on page 23.24. (3) Represents the number of RSUs granted in 2021. The RSUs vest 33 1/3% on February 17, 2022, 33 1/3% on February 17, 2023, and 33 1/3% on February 17, 2024.2022.   (4) Represents the number of options granted in 2021.2022. (5) The exercise price is the average of the high and low sales price on the date of grant. (6) Represents the grant date fair market value of each award as determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation.” (7) Represents the incremental fair value resulting from the application of retirement treatment to fully vested stock options granted to Mr. Guinan in 2017. (8) As a result of her resignation, Ms. Eglinton Manner forfeited the amounts listed under the headings “Estimated Future Payouts Under Non-Equity Incentive Plan Awards,” “Estimated Future Payouts under Equity Incentive Plan Awards,” “All Other Stock Awards” and “All Other Option Awards.” Additional Information Regarding 20212022 Summary Compensation and Grants of Plan-Based Awards Tables Please see “Compensation Discussion and Analysis,” beginning on page 23,24, for additional information regardingregarding: (i) the material terms of targets noted in the 20212022 Summary Compensation Table, regardingTable; (ii) the amount of salary and bonus in 2023 Proxy Statement 48 proportion to total compensationcompensation; and regarding(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 20212022. Annual Equity Awards. Performance shares, options and RSUs were awarded to the named executive officers (other than Mr. Samad) in February 2021.2022 and to Mr. Samad in July 2022 in connection with his undertaking the Chief Financial Officer role. 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 the third anniversary of the date of grant.February 24, 2025. 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. 2022 Proxy Statement 44   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,full (provided that the retirement occurs after the one-year anniversary of the grant date.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, 20232024 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 “2021“2022 Potential Payments upon Termination or Change in Control” beginning on page 48)54). 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 “2021“2022 Potential Payments upon Termination or Change in Control” beginning on page 48)54), 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: (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)
	(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.