Gary M. Pfeiffer
QUEST DIAGNOSTICSAbout Gary M. Pfeiffer
Gary M. Pfeiffer (age 75) has served on the Quest Diagnostics (DGX) board since 2004. He is the retired Senior Vice President and Chief Financial Officer of E.I. du Pont de Nemours and Company (DuPont), where he worked from 1974 and retired in 2006; he also served as Delaware’s Secretary of Finance from January through June 2009 . Pfeiffer’s core credentials include capital markets, corporate finance, accounting, international operations, general management, and strategic planning; he is designated an audit committee financial expert and brings cybersecurity/technology oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E.I. du Pont de Nemours and Company | Senior Vice President & Chief Financial Officer | 1974–2006 (retired 2006) | Led finance and international operations; deep capital markets/finance expertise |
| State of Delaware | Secretary of Finance | Jan–Jun 2009 | State-level financial oversight |
| Christiana Care Health System | Non‑Executive Chair, Board of Directors | 2012–2016 | Regional hospital system governance leadership |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Internap Corporation | Director | 2007–2020 | Public (historical) | Technology/data center services |
| TerraVia Holdings, Inc. | Director | 2014–2017 | Public (historical) | Specialty biotech/nutrition |
| Talbots, Inc. | Director | 2005–2012 | Public (historical) | Retail apparel |
| — | Current public company boards | — | — | None (N/A) |
Board Governance
- Independence: The board determined nine of ten nominees are independent, including Pfeiffer; the CEO/Chair is not independent .
- Attendance: In 2024, each nominee attended at least 75% of board and applicable committee meetings; all directors then in office attended the 2024 annual meeting .
- Committee assignments (2024) and meeting counts:
- Audit & Finance Committee (Chair; designated “financial expert”) – 9 meetings; primary oversight of financial reporting integrity, internal controls, auditor engagement, ERM, insurance and cybersecurity program elements .
- Compensation & Leadership Development Committee (Member) – 4 meetings; oversees CEO and executive pay, talent/succession, director compensation, and clawback policy administration .
- Governance Committee (Member) – 4 meetings; board composition, corporate responsibility and sustainability oversight, related-party transaction review, shareholder engagement, self-evaluations .
- Executive Committee (Member) – 0 meetings; acts between board meetings on limited matters if needed .
- Lead Independent Director & executive sessions: Timothy M. Ring serves as Lead Independent Director with robust responsibilities (agendas, executive sessions, CEO evaluation, shareholder contact), and independent-director executive sessions are regular practice .
Fixed Compensation
| Component | Amount/Terms | 2024 Detail |
|---|---|---|
| Cash fees (retainers and chair fees) | $150,750 | Pfeiffer’s cash compensation in 2024 |
| Equity awards (RSUs) | $209,966 grant-date fair value | Each non-employee director received 1,482 RSUs on May 16, 2024; valued using average of high/low on grant date |
| Total 2024 Director Pay | $360,716 | Cash + RSUs |
| Retainer structure (pre–July 1, 2024) | Board $100,000; Audit Chair $30,000; Committee member retainers applied; LID +$40,000 | Committee member and chair fees by committee (AFC $13K member/$30K chair; CC $9.5K/$10K; GC $7.5K/$7.5K; QC $7.5K/$10K; Cyber $7.5K/$7.5K; Executive $1.5K member) |
| Retainer structure (effective July 1, 2024) | Board $115,000; Audit Chair $25,000; CC Chair $20,000; GC Chair $15,000; QC Chair $20,000; Cyber Chair $15,000; no committee member retainers | Shift toward higher base retainer, elimination of member fees; LID remains +$40,000 |
| 2025 Director program | No changes from 2024 | Confirmed in proxy |
Performance Compensation
| Equity Type | Grant | Vesting | Notes |
|---|---|---|---|
| RSUs (annual director grant) | 1,482 RSUs granted May 16, 2024 | Beginning with 2024 awards, annual RSUs vest fully on the first anniversary of grant, regardless of continued board service | Board fixes annual equity at ~$210,000; options not granted to directors in 2024 |
| Options | None for directors as of date | N/A | No non-employee directors held options as of proxy; director plan authorizes options but 2024 awards delivered entirely in RSUs |
| Deferral elections | Available for cash and stock | Directors may defer compensation; deferred cash indexed to interest or Company stock; RSUs/phantom stock units included for guideline counting but not “beneficially owned” under SEC rules |
The director equity program is time-based (no performance metrics), designed to align interests via stock ownership and retention; clawback policies apply broadly to incentive compensation at the company level .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Internap (2007–2020); TerraVia (2014–2017); Talbots (2005–2012) |
| Private/non-profit | Christiana Care Health System (Chair 2012–2016) |
| Interlocks/conflicts | No disclosed related-person transactions in 2024; no current shared public directorships with DGX competitors/suppliers/customers noted in proxy |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Audit committee financial expert | Board determination; Pfeiffer qualifies (with Doi) |
| Finance, capital markets, accounting | Biography and skills matrix |
| Strategic planning, operations, international | Biography and skills matrix |
| Healthcare exposure | Board skills matrix indicates healthcare experience |
| Cybersecurity/technology oversight | Skills matrix and board committee oversight experience |
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | — | No directly beneficially owned shares listed for Pfeiffer |
| Stock options (exercisable within 60 days) | — | None |
| RSUs/phantom units (not counted as beneficially owned) | 33,682 | As of March 7, 2025; includes phantom units under Director Deferred Compensation Plan |
| RSUs held (as of 12/31/2024) | 29,330 | Award accumulation through YE 2024 |
| Ownership % of outstanding shares | <1% | Consistent with directors/NEOs as a group |
| Hedging/pledging policy | Prohibited for directors/officers; no margin accounts; anti-derivative hedging restrictions | Alignment-focused insider trading and anti-hedging rules |
| Director ownership guidelines | 5x annual cash retainer; must retain 75% of net shares until compliant; counts unvested RSUs (not options) | Updated in 2024; value-based threshold |
Governance Assessment
-
Strengths
- Long-tenured independent director with deep finance experience; serves as Audit & Finance Committee Chair and designated financial expert, a key signal of board effectiveness on reporting integrity and ERM .
- Active committee engagement across compensation and governance; board reports robust independence, executive sessions, and shareholder outreach practices .
- Director equity compensation emphasizes ownership; hedging/pledging prohibited; director ownership guidelines increased to 5x cash retainer to reinforce alignment .
- No related-party transactions in 2024; committee oversight of related-person transactions housed within Governance Committee .
-
Watch items
- Proxy shows no directly beneficially owned common shares for Pfeiffer, with holdings reflected in RSUs/phantom units; while RSUs count toward director ownership guidelines, lack of directly owned shares can be viewed by some investors as a modest alignment gap versus outright share ownership (mitigated by guideline design and RSU counting) .
- Multi-committee workload is significant (Audit Chair; member of Compensation, Governance, Executive); continued monitoring of attendance and committee effectiveness appropriate (board disclosed at least 75% attendance threshold met) .
-
Compensation Committee signals
- Independent consultant (Pearl Meyer) affirmed independent (Feb 2025); strong pay-for-performance design with changes for 2025 increasing emphasis on adjusted EPS; clawback policies compliant with SEC/NYSE and supplemental recoupment framework .
- 2024 say‑on‑pay received ~89% support, indicating broadly favorable shareholder sentiment toward compensation governance .
Overall investor confidence impact: Pfeiffer’s audit leadership, financial expertise, and independence are positives for governance quality; equity alignment guided by strengthened ownership policies and anti-hedging rules supports alignment, with a minor watchpoint on direct-share ownership optics given reliance on RSUs/phantom units .