QUEST DIAGNOSTICS INC DGX

39% shingled-prose overlap between the two filings.

2025: 160,248 chars · 2026: 175,807 chars

• Committee Report:11% overlap (5,306 → 1,123 chars)
• Pay Ratio (Item 402(u)):14% overlap (1,952 → 6,479 chars)

• newAnchorExecutive Summary
• newThis Compensation Discussion and Analysis describes our fiscal year 2025 executive compensation programs and the compensation awarded to our named executive officers.
• changedThe Compensation and Leadership Development Committee (the “Committee”) determined 2025 2024compensation for the Company’s named executive officers after considering, among other things, the Company’s performance, the competitive market for executive talent, and the current environment in the healthcare industry, including in diagnostic information services.
• changedWe believe that our executive compensation structure, compensation opportunity levels, and pay outcomes in 2025 2024reflect our firm commitment to the core principles of our executive compensation philosophy, which is designed to motivate leaders, and to align pay with performance, the Company’s financial results and the interests of stockholders and stakeholders.
• new2025 Company Performance
• newIn 2025, we continued to execute our strategic priorities and delivered strong financial and operational results.
• newWe produced almost 12% revenue growth, expanded profitability, generated significant cash flow, and made substantial progress in innovation and customer-centric offerings.
• newWe also maintained disciplined capital allocation and increased returns to stockholders.
• changed2025 2024Financial Highlights Results Reported: Net revenues $11.04BB $9.87BBOperating income as a percentage of net revenues 14.1% 13.6%Diluted earnings per share (“EPS”) $8.75 $7.69Cash provided by operations $1.89BB $1.33BBAdjusted: Operating income as a percentage of net revenues 15.9% 15.6%Diluted EPS $9.85 $8.93
• changed2026 252025Proxy Statement 25
• changedThe following table highlights our strategic progress during 2025. 2024.
• changedSummary Highlights of 2025 Progress Leveraging our Capabilities and Collaborating • We maintained extendedourhealth plan access to more than over90% of U.S. insured lives and expanded access nationwide,includingin new geographies, including geographiesthrough collaborations with Elevance Health and Sentara Health Plans, effective whichtookeffectJanuary 1, 2025.
• changed• ●We continued to work with health systems to help them execute their lab strategy.
• changedIn 2025, 2024,our Collaborative Lab Solutions (“Co-Lab Solutions”) ProfessionalLaboratoryServicesoffering generated approximately $800 million in revenues and management fees supporting hospitals in the operation of their own labs.
• newWe also began providing co-lab solutions for Corewell Health, a leading health system in Michigan, which is our largest Co-Lab Solutions implementation to date.
• new• In Advanced Diagnostics, we added category-defining innovations to our portfolio, including a new Quest AD-Detect blood test for aiding the diagnosis of Alzheimer’s disease, long-read gene sequencing to identify the cause of ataxia movement disorders, and HPV self-collection options for cervical cancer screening.
• newIn 2025, certain Advanced Diagnostics test offerings within five clinical areas – oncology, cardiometabolic and endocrine, brain health, autoimmune, women’s health and genetics – generated over $1 billion in revenues in 2025, reflecting double-digit revenue growth.
• changed• ●In 2023, we acquired Haystack Oncology, Inc., a cancer testing company that developed a highly sensitive testing technology for detecting minimal- residual minimal-residualdisease (“MRD”).
• newIn 2025, we secured U.S. Food and Drug Administration (“FDA”) breakthrough device designation for the Haystack MRD test for monitoring patients treated for solid-tumor cancers and formed collaborations with The University of Texas MD Anderson Cancer Center and Rutgers Cancer Institute, among others, to research and develop innovations for detecting early signs of cancer.
• new• Our consumer-initiated testing service, QuestHealth.com, continued to generate strong growth in 2025.
• changedWe expanded QuestHealth.com, ourconsumer-initiatedtestplatformto include over 150 approximately135tests and increased to more than 45 39million the number of registered users in our MyQuest® health portal at the end of 2025. 2024.
• newWe also further advanced our position as the premier lab engine powering the wellness industry through new collaborations with top consumer wellness and wearables companies.
• new• We scaled lab testing to deliver services for more than 200,000 patients at Fresenius Medical Care's dialysis centers in the United States while also adding leading water-purity testing capabilities to our menu.
• new• We integrated eight acquisitions completed in 2024, providing the basis for growth in new geographies, including Canada.
• changed2026 2025Proxy Statement 26
• newContinuous Improvement • We significantly improved our employee retention rates across multiple job categories as a result of our continued focus on improving workforce engagement.
• changed• ContinuousImprovement●We delivered 3% ourInvigoratecostexcellenceprogramgoalofannual savings and productivity improvements through of3%ofour Invigorate cost excellence program. costs.
• changed• ●We expanded our use of AI artificialintelligence(“AI”)to continue to help drive innovation and operational efficiency.
• newFor example, in 2025, we initiated or expanded our use of AI and automation in several areas, ranging from digital cytology, microbiology, parasitology and digital pathology.
• newWe also advanced our use of automation in front-end specimen processing and labelling in six of our labs, freeing more of our processors to focus on higher-order work.
• changed• ●We continued to leverage areleveragingautomation and AI to improve productivity and quality across our entire value chain, not just in the laboratory.
• newWe deployed AI to reduce denials and patient concessions, support logistics route optimization to speed specimen transport, and enhance the digital experience.
• newIn 2025, we announced a collaboration with Google to use Google Cloud's data analytics and generative AI to help us streamline our data management, improve data analytics, and personalize the experiences we deliver to patients, providers, and other customers.
• new• We formed a first-of-its-kind collaboration with Epic to be our technology partner for Project Nova, our multi-year order-to-cash transformation project designed to streamline systems and improve customer experiences, regardless of the electronic health record they use, leading to smarter, simpler testing.
• changedDisciplined Capital Deployment • ●In February 2026, 2025,we announced the fifteenth fourteenthincrease in our quarterly cash dividend since the beginning of 2012, increasing the dividend by approximately 7.5%, 6.7%,from $0.80 $0.75per share of common stock to $0.86 $0.80per share.
• new• We repurchased over $450 million of our common stock in 2025.
• changed• ●Throughtheendof2024Since the beginning of 2012 through the end of 2025, we have returned approximately $11.7 $11.0billion to stockholders: $8.1 $7.7billion through common stock repurchases (including $1.8 billion associated with pre-tax proceeds from divestitures), and $3.6 $3.3billion through dividends.
• changedThe 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 achievable. attainable.
• changedThe average 2025 2024annual incentive payout for our named executive officers on our annual cash incentives under the Senior Management Incentive Plan (“SMIP”) was 116% of target, after the application 97%of individual performance modifiers. target.
• changedPayout on performance share awards for the three-year performance period ended December 31, 2025 2024was 154% 157%of target.
• changedAnnual Incentive Payout (% of target) Performance Share Payout for 3-year performance period (% of target) Performance period ended December 31, 2025 116 202497(average) 154 157Performance period ended December 31, 2024 97 202378(average) 157 186
• changed2026 272025Proxy Statement 27
• changedOur total shareholder stockholderreturn (“TSR”) for recent periods, relative to relevant publicly-traded comparator groups, is set forth below.
• new1-year TSR (%) (2025) 3-year TSR (%) (2023-25) 5-year TSR (%) (2021-25) Quest Diagnostics Incorporated 17.2% 17.8% 60.7% Compensation Peer Group Median (1.7)% (6.3)% (0.5)% S&P 500 Index 17.9% 86.1% 96.1% S&P 500 Health Care Industry Index 14.6% 20.0% 48.4%
• changed2025 2024Compensation Program Changes
• newTo better align our executive compensation with our strategy of profitable growth, the Committee updated the 2025 Senior Management Incentive Plan (the “SMIP”) in February 2025.
• newThe updated performance weightings are: Adjusted Diluted EPS (45%), Revenues (35%), and an Operational Scorecard (20%).
• newFurthermore, to ensure a focus on earnings, the payout for Revenues is capped at 100% of the target if the Adjusted Diluted EPS payout is below 90% of its target.
• newThe cap on the payout for the Operational Scorecard (at 125% of target) was also modified to be dependent upon the Adjusted Diluted EPS payout level (applicable if payout is below 90% of target), whereas it was previously aligned to the payout on the Revenue metric.
• changedIn addition, the Committee reestablished the level of payout at 100% of target for performance at target level across all metrics. level.
• newAnchorExecutive Compensation Philosophy
• newCore Principles of Our Executive Compensation Philosophy
• new• Effectively align executive interests with the interests of stakeholders with performance measured against TSR and key financial and operational metrics;
• new• Utilize performance-based metrics, with the majority of compensation at risk;
• new• Motivate executives to achieve results that appropriately balance short-term operating goals and long-term stockholder value creation;
• new• Support our long-term business strategy and financial objectives;
• new• Set performance targets that are challenging, yet achievable, in the context of both our strategic plan and market and healthcare industry conditions;
• new• Balance driving performance without encouraging excessive risk-taking;
• new• Attract, motivate, reward and retain talented executives; and
• new• 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.
• changed2026 2025Proxy Statement 28
• changedComponent Form Purpose Base Salary Cash (Fixed) Provides a competitive level of pay that reflects the executive’s experience, role and responsibilities Annual Cash Incentive 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 Incentive Equity Awards Award(Variable) Provides meaningful alignment with long-term financial and strategic growth goals that drive stockholder value creation and support the Company’s talent retention strategy
• changedAs shown in the chart below, the bulk of our senior executives’ compensation is performance based and variable in nature (approximately 92% (over90%for our CEO and an average of 81% 80%for our other named executive officers in 2025). 2024).
• changedThe chart reflects the target direct compensation for our named executive officers in effect at the end of 2025 2024and excludes the value of other benefits and perquisites.
• changed2026 292025Proxy Statement 29
• changedThe chart on the right shows the mix of our 2025 2024long-term incentive equity awards for executive officers, consisting of performance shares, stock options, and RSUs.
• changedWhat We Do What We Don’t Do ✓ Link executive pay with performance ✓ Maintain robust clawback policies, including a Dodd-Frank compliant discretionaryclawback policy thatcoversbothequityandcashincentiveawardstocurrentandformerexecutiveofficersandkeyemployees,as well as an additional supplementary aDodd-Frankcompliantclawback policy ✓ 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 ✓ Conduct annual risk assessment of compensation plans ✓ 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 No excise tax gross-ups upon a change in control No supplemental pension benefits for executives No “single-trigger” vesting in connection with a change in control for equity awards No hedging or pledging or speculative transactions in our securities by directors and executive officers No repricing or buyouts of equity awards without stockholder approval No excessive perquisites No payment of dividends or dividend equivalents on performance shares No encouraging imprudent risk taking No employment agreements for executive officers
• changed2026 2025Proxy Statement 30
• newAnchorIndependent Compensation Consultant
• changedThe Committee hasretained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant to assist it in carrying out its responsibilities beginning in February 2019. responsibilities.
• newIn November 2024, to gain a fresh perspective, the Committee initiated a Request for Proposal (“RFP”) process to select a new compensation consultant.
• newIn July 2025, at the conclusion of the RFP process, the Committee selected Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its new independent compensation consultant.
• newThe following table provides information regarding the Committee’s independent compensation consultant.
• changed• Reports ●Reportsdirectly to, and is directly accountable to, the Committee, which has sole authority to retain and terminate it, at Company expense.
• changed• ●February2025:The Committee determined that each of Pearl Meyer and Semler Brossy is independent in accordance with SEC and NYSE rules and that there are no conflicts of interest.
• changedWhat 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 appropriate thelinkage 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
• changedAnchorSay Sayon Pay, Stockholder Outreach, and Feedback
• changedAt the Company’s 2025 2024annual meeting of stockholders, approximately 91% 89%of votes cast on the say-on-pay proposal voted in favor of the compensation of our named executive officers.
• changedThe Committee also received advice from its independent compensation consultant PearlMeyerand considered management recommendations based on the Company’s strategic direction.
• changedInsights gained from these efforts, including the investor feedback, were considered takenintoaccountby the Committee when intaking action on regardingthe Company’s compensation programs.

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