Board of Directors

At Quest Diagnostics, we recognize the importance of good corporate governance and value the leadership and input of the independent members of our Board of Directors. 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 duty, the Board believes that such revision is appropriate.

Our Lead Independent Director has a robust set of responsibilities, set forth in our Corporate Governance Guidelines. The principal responsibilities of the Lead Independent Director include:

  • Participate with the Chairman of the Board and CEO in the preparation of the agendas for Board meetings, and have the authority to call meetings of the non-management directors;
  • Serve as a member of the Board’s Executive Committee;
  • Coordinate providing timely feedback from the directors to the Chairman of the Board;
  • Preside over all executive sessions of the non-management directors and all Board meetings in the absence of the Chairman of the Board;
  • Take a leading role in the process of evaluating the Board, and lead the non-management directors in the annual evaluation of the performance of the President and CEO;
  • Interview candidates for the Board;
  • Serve as the principal contact for shareholder communications with the non-management directors; and
  • Monitor, and if appropriate discuss with the other non-management directors, communications received from shareholders and others.

We also have other mechanisms in place to promote the appropriate level of independence and oversight in Board decisions:

  • Our Corporate Governance Guidelines provide that at least a majority of our directors shall be independent. At this time all directors except for two are independent and all the members of the Audit and Finance, Compensation, Cybersecurity, Governance and Quality and Compliance Committees also are independent.
  • The Board and each of its committees have complete access to management and the authority to retain independent advisors, as they deem appropriate.
  • We have published procedures for interested parties, including shareholders, to communicate with our directors.
  • The Compensation Committee has retained the services of, and regularly consults with, an independent compensation consultant.

For information regarding contacting our Lead Independent Director, or any other director, click here.