Luis A. Diaz, Jr., M.D.
QUEST DIAGNOSTICSAbout Luis A. Diaz, Jr., M.D.
Independent director of Quest Diagnostics (DGX) since 2023; age 54. Dr. Diaz leads the Division of Solid Tumor Oncology at Memorial Sloan Kettering Cancer Center (since December 2016), previously served on faculty at Johns Hopkins, and founded multiple biotech companies (Epitope, Inostics, PapGene/Thrive, Personal Genome Diagnostics). His work pioneered circulating tumor DNA as a cancer biomarker, established the link between immunotherapy and mismatch repair deficiency (first tumor-agnostic FDA approval), and contributed to a 2022 study with 100% complete remission; he was elected to the National Academy of Medicine (2023) and appointed to the NIH National Cancer Advisory Board (2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Memorial Sloan Kettering Cancer Center | Head, Division of Solid Tumor Oncology | December 2016–present | Led oncology division; seminal research in ctDNA and immunotherapy; tumor-agnostic FDA approval; 2022 study with 100% complete remission |
| Johns Hopkins University School of Medicine | Faculty member and physician | Not disclosed | Academic medicine and oncology research |
| Epitope; Inostics; PapGene (Thrive); Personal Genome Diagnostics | Founder | Not disclosed | Founded oncology/diagnostics ventures (liquid biopsy, genomics) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jounce Therapeutics, Inc. | Director | 2017–2023 | Served until the company was acquired in 2023 |
| National Cancer Advisory Board (NIH) | Presidential appointee | Appointed 2021 | Advisory role; not a public company directorship |
| Other current public company boards | — | — | None per DGX proxy summary table |
Board Governance
- Independence: The Board determined Dr. Diaz is independent; nine of ten director nominees are independent. Each member (including chairs) of the Audit & Finance, Compensation & Leadership Development, Governance, Cybersecurity, and Quality & Compliance committees is independent .
- Committee memberships and workload (2024):
- Cybersecurity Committee, Member — 4 meetings in 2024
- Quality & Compliance Committee, Member — 4 meetings in 2024
- Attendance and engagement: In 2024, each nominee attended at least 75% of the Board and committee meetings during their service period; all directors attended the 2024 annual stockholders meeting. The Board held nine meetings in 2024 .
- Board tenure: Director since 2023 (2 years as of 2025) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Cybersecurity Committee | Member | 4 |
| Quality & Compliance Committee | Member | 4 |
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 115,000 | 2024 cash retainer/fees for Dr. Diaz |
| Total Cash | 115,000 | — |
Board retainer structure (changes effective July 1, 2024):
- Pre–July 1, 2024: Base retainer $100,000; additional committee member retainers and chair retainers (e.g., Audit member $13,000; Audit chair $30,000; Cybersecurity member $7,500; chair $7,500) .
- Effective July 1, 2024: Base retainer increased to $115,000; committee membership retainers eliminated; chair retainers adjusted (Audit $25,000; Compensation $20,000; Governance $15,000; Quality & Compliance $20,000; Cybersecurity $15,000; Lead Independent Director +$40,000) .
Performance Compensation
| Equity Element (2024) | Grant details | Vesting | Value |
|---|---|---|---|
| RSUs (annual grant) | 1,482 RSUs (granted May 16, 2024 to each non-employee director then in service) | Beginning with 2024 awards, annual RSUs vest fully on first anniversary of grant, regardless of continued service | $209,966 grant date fair value for Dr. Diaz |
| Stock Options | None granted to non-employee directors in 2024; as of proxy date, no non-employee directors held options | — | — |
- Deferral: Directors may elect to defer cash compensation and/or stock grants under the Deferred Compensation Plan for Non-Employee Directors; cash deferrals can earn interest or be indexed to company stock .
- Performance metrics: None apply to director equity; the annual RSU grant is time-vested (no performance conditions) .
Other Directorships & Interlocks
| Company | Type | Status | Potential Interlock/Conflict Note |
|---|---|---|---|
| Jounce Therapeutics, Inc. | Public company | Former Director (2017–2023) | None disclosed with DGX in 2024 |
| Other current public company boards | — | None | Per DGX proxy summary |
No related-person transactions requiring disclosure were reported for 2024; the Governance Committee oversees related-party reviews and approvals .
Expertise & Qualifications
- Medical/science and healthcare leadership: Extensive experience in oncology, diagnostics, and translational science; strong management and strategic planning experience with healthcare/science enterprises .
- Board skill matrix: The Board explicitly considered “Medical/Science,” executive management, and strategic planning skills in nominating Dr. Diaz (skills/experience table) .
- Cybersecurity oversight exposure through committee assignment (Cybersecurity Committee) .
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 456 | Dr. Diaz; sole voting/dispositive power |
| RSUs outstanding (not counted as beneficially owned) | 2,395 | RSUs held as of Dec 31, 2024 |
| Stock options | 0 | No non-employee directors held options as of proxy date |
| Ownership as % of class | <1% | Each director/NEO individually <1% of outstanding shares |
| Hedging/pledging | Prohibited | Directors/officers prohibited from hedging or pledging DGX stock; no margin accounts |
| Director ownership guidelines | 5x annual cash retainer | Unvested RSUs count; must retain 75% of net shares until compliant (updated in 2024) |
Governance Assessment
-
Positives signaling board effectiveness and alignment
- Independence and committee fit: Dr. Diaz is independent and serves on Quality & Compliance and Cybersecurity—committees central to DGX’s risk, quality, and data security oversight .
- Attendance/engagement: All nominees (including Dr. Diaz) met the ≥75% attendance threshold in 2024; all directors attended the 2024 annual meeting; Board met 9 times, and each of his committees met 4 times—indicating a regular cadence of oversight .
- No related-party exposure: 2024 disclosed no related-person transactions; Governance Committee oversees related-party review and conflict approvals .
- Ownership alignment: Robust director stock ownership guideline (5x annual retainer), retention requirements, and prohibitions on hedging/pledging support investor alignment .
- Pay structure: Director compensation is simple and primarily equity via annual RSUs ($209,966) with cash retainer ($115,000), encouraging “skin in the game” via stock, with optional deferral to stock indexing .
- Broader investor sentiment: Say-on-pay received ~89% support at the 2024 annual meeting, suggesting shareholder comfort with compensation governance (contextual governance signal) .
-
Watch items / potential investor questions
- Time-vested director equity: Beginning 2024, RSUs vest fully after one year regardless of continued service; while common, some investors prefer service-based vesting to strengthen retention/continuity incentives .
- Absolute ownership level: Dr. Diaz beneficially owns 456 shares (RSUs 2,395 not counted as beneficially owned); while guidelines consider unvested RSUs and require retention, investors may monitor progress toward the 5x retainer guideline over time .
- Interlocks: No current public-company directorships; prior Jounce board role ended in 2023; no conflicts disclosed—continue to monitor potential institutional overlaps given MSK leadership and DGX’s health system collaborations, though none were disclosed in 2024 .
-
Overall view: Dr. Diaz brings deep clinical and scientific expertise aligned with DGX’s advanced diagnostics, while serving on risk- and quality-centric committees under an independence framework with strong attendance. The equity-heavy director pay, robust ownership policy, and lack of related-party exposures support investor confidence; the one-year vesting irrespective of service is a modest governance watch item to track over time .
Director Compensation (Detail)
| Category | 2024 Amount ($) | Source |
|---|---|---|
| Cash fees (retainer/committee) | 115,000 | Dr. Diaz |
| Stock awards (RSUs) | 209,966 | Dr. Diaz; 1,482 RSUs grant in 2024 to each non-employee director |
| Total | 324,966 | Dr. Diaz |
Other Directorships & Interlocks (Table)
| Current Public Boards | Prior Public Boards | Private/Academic/Non-profit |
|---|---|---|
| None | Jounce Therapeutics (2017–2023) | National Cancer Advisory Board (NIH, appointed 2021) |
Related-Party and Risk Controls
- Related-person transactions: None requiring disclosure in 2024; Governance Committee reviews and approves any related-party matters; independence specifically evaluated annually .
- Insider trading/hedging/pledging: Window periods in effect; directors/officers prohibited from hedging/pledging and margin accounts; policy filed as Exhibit 19.1 to 2024 10-K .
RED FLAGS: None disclosed in 2024 regarding conflicts, attendance, or pay anomalies. Monitor director equity vesting practice (one-year vest regardless of service) as a governance trend item, and track ongoing ownership guideline compliance as disclosed in future proxies .