Blog: QUEST DIAGNOSTICS INC : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c), (e)

On June 9, 2022, Quest Diagnostics Incorporated (the “Company”) announced that
Sam Samad will become Executive Vice President and Chief Financial Officer of
the Company. Mr. Samad will join the Company on July 11, 2022 and become Chief
Financial Officer on July 25, 2022. Mr. Samad succeeds Mark Guinan, who, in
February 2022, announced his decision to retire.

Mr. Samad, age 52, has served since 2017 as Chief Financial Officer of Illumina,
Inc., a publicly-held company that is a global leader in DNA sequencing and
array-based technologies. Previously, he served in a variety of senior roles at
Cardinal Health, including most recently as Senior Vice President and Corporate
Treasurer, with operational and financial responsibility for Cardinal Health’s
China business. Prior to that, Mr. Samad served as Senior Vice President and
Chief Financial Officer for Cardinal Health’s pharmaceutical segment, among
other leadership roles. Prior to Cardinal Health, Mr. Samad spent 13 years at
Eli Lilly and Company, in a variety of sales and finance roles, both
domestically and internationally.

On June 8, 2022, the Company entered into an employment offer letter agreement
(the “Letter Agreement”) with Mr. Samad, which provides for employment at will.

The Letter Agreement provides that Mr. Samad will receive an annual base salary
of $650,000, subject to annual review, and will be eligible to receive annual
incentive compensation under the Company’s Senior Management Incentive Plan with
a target amount of 90% of base salary. The actual amount of the annual incentive
compensation will be determined by the Compensation Committee (the “Compensation
Committee”) of the Company’s Board of Directors. Mr. Samad also will be eligible
to be granted annual equity awards under the Company’s Employee Long-Term
Incentive Plan (“Employee Plan”) at the time that equity awards generally are
made to the Company’s senior executives.

When he starts employment, Mr. Samad will be recommended for an equity award
under the Employee Plan with a target value of $2,500,000, allocated 50% to
performance shares, 25% to stock options, and 25% to restricted stock units.
This award will be subject to the same terms and conditions (including
performance goals under the performance shares) as the annual long-term
incentive awards granted under the Employee Plan in 2022 to other Company senior

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 Letter Agreement provides that: (i)
Mr. Samad will receive, after he has completed 30 days of employment with the
Company, a lump-sum cash payment of $1,200,000 (the “Make Whole Cash Payment”);
and (ii) a grant of restricted stock units under the Employee Plan 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 and second anniversaries of the 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.

Mr. Samad will be eligible to participate in the employee benefit programs
generally available to senior executives of the Company, including health
insurance, life and disability insurance, the Supplemental Deferred Compensation
Plan, the Employee Stock Purchase Plan, a 401(k) plan and a flexible spending
plan. He will be entitled to annual paid vacation in accordance with the
Company’s time off policy applicable to senior executives. Mr. Samad will be
entitled to relocation benefits in accordance with the Company’s Tier V
Relocation Policy; his maximum “Flexible Benefits” under the Policy will be
$105,000. In addition, Mr. Samad will be recommended to the Compensation
Committee to receive, for a three-year period, financial planning benefits
similar to those provided to other senior executives of the Company.

Mr. Samad has executed the Company’s standard form Restrictive Covenant
Agreement. This agreement generally provides that the employee agrees to protect
the Company’s confidential information, refrain from competing with the Company,
refrain from soliciting the Company’s customers and employees and comply with
provisions regarding ownership of inventions.

It is expected that Mr. Samad will be an executive officer of the Company. Under
the Letter Agreement, Mr. Samad:

•will be eligible for the executive physical exam benefits provided to similarly
situated executives;

•will be recommended to the Compensation Committee to participate in the
Company’s Executive Officer Severance Plan, with immediate effect upon his
commencement of service; and

•will be required to comply with the Company’s Executive Share Ownership
Guidelines; the minimum shareholding requirement applicable to executive
officers of the Company is four times base salary.



Item 7.01. Regulation FD Disclosure.

On June 9, 2022, the Company issued a press release announcing that Mr. Samad
will become Executive Vice President and Chief Financial Officer. A copy of the
Company’s press release is furnished with this Form 8-K and attached hereto as
Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed “filed” for
purposes of Securities Exchange Act of 1934, as amended, and shall not be deemed
incorporated by reference into any filing under the Securities Act of 1933, as

Item 9.01. Financial Statements and Exhibits

d. Exhibit

99.1 Press Release dated June 9, 2022 .

104 The cover page from this current report on Form 8-K, formatted in Inline

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