Denise M. Morrison
QUEST DIAGNOSTICSAbout Denise M. Morrison
Denise M. Morrison (age 71) is an independent director of Quest Diagnostics, serving since 2019. She is the founder of Denise Morrison & Associates, LLC, and retired as President and CEO of Campbell Soup Company in 2018; she currently serves on the boards of MetLife, Inc. and Visa, Inc. Her background spans consumer-focused multinationals, corporate governance, strategic planning, operations and marketing, with additional experience in cybersecurity and technology matters. She is a member of Boston College’s Board of Trustees, Bank of America’s Enterprise Executive Sponsorship Council, and Just Capital’s Advisory Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Campbell Soup Company | President & CEO; Director | CEO until 2018; Director 2010–2018 | Led consumer-focused strategy and operations |
| Kraft Foods, Inc. | Executive management positions | 2001–2003 | Senior operating roles |
| The Goodyear Tire & Rubber Company | Director | 2005–2010 | Board service at industrial company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MetLife, Inc. | Director | Current | Public company directorship |
| Visa, Inc. | Director | Current | Public company directorship |
| Boston College | Board of Trustees | Current | Non-profit governance |
| Bank of America | Enterprise Executive Sponsorship Council | Current | Advisory role |
| Just Capital | Advisory Council | Current | ESG advisory |
| Tufts Friedman School | Advisory Board | Prior | Nutrition science advisory |
Board Governance
- Committee assignments: Chair of Compensation and Leadership Development Committee (CLDC); Member, Cybersecurity Committee; Member, Governance Committee .
- Committee meeting counts (2024): CLDC—4; Cybersecurity—4; Governance—4. Board held 9 meetings in 2024 .
- Independence: Determined independent under NYSE and company guidelines; nine of ten nominees are independent .
- Attendance: Each nominee attended at least 75% of Board and committee meetings during service in 2024; all directors attended the 2024 annual meeting .
- Governance practices: Majority voting for directors; Lead Independent Director; regular executive sessions; strong stockholder engagement and proxy access .
Fixed Compensation
| Year | Component | Amount | Detail |
|---|---|---|---|
| 2024 | Fees Earned (Cash) | $134,750 | Includes Board and chair/member retainers |
| 2024 | Stock Awards (RSUs) | $209,966 | 1,482 RSUs granted May 16, 2024; valued at avg. high/low price |
| 2024 | Total Director Compensation | $344,716 | Sum of cash and RSU grant-date value |
- Retainer structure changes effective July 1, 2024: Board member annual cash retainer increased to $115,000; committee membership retainers eliminated; chair retainers updated (CLDC Chair: $20,000) .
- 2025 program: No changes to director compensation structure .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| May 16, 2024 | RSUs | 1,482 | $209,966 | Vests fully on first anniversary regardless of continued service |
| 2024 | Stock Options | None | — | No director options granted; no options outstanding |
CLDC pay-for-performance oversight signals:
- 2024 SMIP metrics and weighting: Adjusted Diluted EPS (40%), Revenue incl. COVID/acquired (40%), Non-financial goals (20%). Weighted payout factor totaled 96.6% of target; non-financial at 20.2% .
- 2025 SMIP design changes: Adjusted EPS (45%), Revenues (35%), Operational Scorecard (20%); caps applied if EPS <90% of target to reinforce profitable growth .
| 2024 SMIP Goal | Weight (%) | Threshold | Target | Max | Result | Weighted Payout Factor (%) |
|---|---|---|---|---|---|---|
| Adjusted diluted EPS ($) | 40 | 8.35 | 9.00 | 9.72 | 8.84* | 29.6 |
| Revenues ($MM) | 40 | 9,132 | 9,512 | 9,988 | 9,631* | 46.8 |
| Non-financial (patient/employee/community) | 20 | — | — | — | 115.9% (quant); overall at target (qual.) | 20.2 |
*Excludes LifeLabs impact ($0.09 EPS, $241MM revenue) for incentive purposes .
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock Notes |
|---|---|---|
| MetLife, Inc. | Financials (Insurance) | No disclosed related-party transactions with DGX in 2024; low direct competitive overlap |
| Visa, Inc. | Financials (Payments) | No disclosed related-party transactions; low direct competitive overlap |
- Potential time-commitment: Active on two public boards plus DGX and select advisory roles; board reviews director time commitments in nomination process .
Expertise & Qualifications
- Executive management in consumer-focused, regulated industries; corporate governance; strategic planning; operations; marketing; cybersecurity/technology exposure .
- Board skills matrix indicates corporate governance, executive management, strategic planning, consumer focus, operations, international experience, cybersecurity/technology among relevant skills; six years DGX board tenure .
Equity Ownership
| Holder | Shares Owned | Options Exercisable (60 days) | Total Beneficial Ownership | Shares Underlying RSUs/Phantom |
|---|---|---|---|---|
| Denise M. Morrison | 4,211 | — | 4,211 | 6,435 |
- RSUs held by non-employee directors at 12/31/2024: Morrison—5,300 (year-end snapshot differs from March 7, 2025 tally that includes additional units/phantom stock) .
- Ownership %: Each director individually owns <1% of outstanding shares .
- Stock ownership guidelines (directors): Minimum 5x annual cash retainer; retain 75% of net shares until compliant; RSUs count toward guideline; options do not .
- Hedging/pledging prohibition; trading limited to window periods under insider trading policy .
Governance Assessment
- Committee leadership: Chairing CLDC places Morrison at the center of CEO and senior executive pay design, succession planning, and clawback oversight—key levers for investor alignment .
- Pay-for-performance: 2024 SMIP and performance share outcomes show sensitivity to results (SMIP 96.6% of target; PSUs 157% for 2022–2024), with 2025 redesign increasing EPS weight and capping non-financial and revenue payouts when EPS is below threshold—positive signal for profitable growth discipline .
- Independence and engagement: Independent, with committee roles across CLDC, Cybersecurity, and Governance; ≥75% meeting attendance and annual meeting participation—solid engagement baseline .
- Director compensation mix: Balanced cash ($134,750) and equity ($209,966) via RSUs; RSUs vest regardless of continued service after one year, which modestly weakens retention linkage but aligns equity exposure with shareholders .
- Ownership alignment: Direct shares plus RSUs; strong director ownership guidelines (5x retainer) and strict anti-hedging/pledging policies—alignment safeguards .
- Other boards/interlocks: MetLife and Visa do not present obvious competitive conflicts with DGX; Governance Committee reviews related-party transactions; none disclosed for 2024 .
- Say-on-pay context: 89% approval in 2024 suggests investor support for the compensation framework overseen by CLDC; committee uses independent consultant (Pearl Meyer) and peers grounded in healthcare services/equipment/distribution .
RED FLAGS
- None disclosed for Morrison: no related-party transactions, hedging/pledging prohibited, and attendance thresholds met .
- Watchpoint: RSU vesting fully after one year regardless of service (post-2024 change) reduces service-dependent retention for directors; monitor ownership guideline compliance and equity mix over time .