Robert B. Carter
QUEST DIAGNOSTICSAbout Robert B. Carter
Robert B. Carter, age 65, is an independent director of Quest Diagnostics (DGX) serving since 2024. He retired as Executive Vice President and Chief Information Officer at FedEx in 2024 after over 30 years, and holds a bachelor’s degree in computer and information science (University of Florida) and a master’s degree (University of South Florida). His core credentials include deep cybersecurity and information technology expertise, including AI, and extensive executive operations experience. The Board has determined he is independent under NYSE and company guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation | Executive Vice President & Chief Information Officer | Retired 2024; worked “over 30 years” | Responsible for technology direction of FedEx applications, infrastructure, and networks supporting product offerings. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Life | Director | Not disclosed | Current board service. |
| University of Memphis | Board of Trustees | Not disclosed | Trustee service. |
| First Horizon Corporation | Director (prior) | Not disclosed | Prior public company board service. |
| Pilot Corporation | Director (prior) | Not disclosed | Prior board service. |
| Saks, Inc. | Director (prior) | Not disclosed | Prior public company board service. |
Board Governance
- Committee assignments: Audit and Finance Committee (AFC) member; Cybersecurity Committee (CS) member; no chair roles. The Audit and Finance Committee held 9 meetings in 2024; Cybersecurity Committee held 4 meetings.
- Independence: Determined independent; all members and chairs of AFC, Compensation & Leadership, Governance, Cybersecurity, and Quality & Compliance committees qualify as independent.
- Attendance and engagement: In 2024, each nominee attended at least 75% of Board and committee meetings during their period in office; all directors then in office attended the 2024 annual stockholders meeting.
- 2025 shareholder vote results (elected to 2026 term): For 94,240,720; Against 298,067; Abstain 262,706; Broker Non-Vote 8,154,907, indicating strong investor support.
- Risk oversight: As AFC member, he participates in primary oversight of the enterprise risk management program; as CS member, he oversees cybersecurity/data security risks.
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 70,137 |
| Stock Awards (RSUs, grant-date fair value) | 209,966 |
| Total | 280,103 |
Director retainer structure (policy context):
- Pre–July 1, 2024 annual cash retainer: $100,000; committee membership retainers (e.g., AFC $13,000; CS $7,500) and chair premiums (e.g., AFC Chair $30,000).
- Effective July 1, 2024: annual cash retainer increased to $115,000; committee membership retainers eliminated; chair retainers adjusted (e.g., AFC Chair $25,000; CS Chair $15,000; Lead Independent Director $40,000).
- No changes to director compensation program for 2025.
Performance Compensation
| Equity Award Type (2024) | Grant Date | Shares/Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | May 16, 2024 | 1,482 | 209,966 | RSUs vest fully on first anniversary of grant date (May 16, 2025), regardless of continued service. |
| Stock Options | — | — | — | No options awarded to non-employee directors in 2024; none held. |
Additional program features:
- Directors may elect to receive cash retainers in stock awards in lieu of cash.
- Deferred compensation plan allows deferral of cash or stock, indexed to cash or company stock; payout generally upon termination of service.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | N/A (per proxy summary table). |
| Current non-public/other boards | New York Life (director); University of Memphis (Trustee). |
| Prior public company boards | First Horizon Corporation; Saks, Inc. |
| Potential interlocks | Another DGX director (Vicky B. Gregg) previously served on First Horizon (2011–2015); no current interlocks disclosed. |
Expertise & Qualifications
- Cybersecurity/Technology (including AI), Executive Management, Operations, Strategic Planning; also Consumer Focus, Corporate Governance, International.
- Healthcare exposure noted among skills.
- Designated independent director; contributes to risk oversight via AFC and CS.
Equity Ownership
| As of March 7, 2025 | Shares Beneficially Owned | RSUs (Unvested) | Options (Exercisable within 60 days) |
|---|---|---|---|
| Robert B. Carter | — | 1,482 | — |
- Ownership alignment: Director stock ownership guideline updated in 2024 to a minimum of 5× annual Board cash retainer; directors must retain 75% of net shares from RSU vesting and option exercises until compliant. Unvested RSUs count toward guideline; options do not.
- Hedging and pledging of DGX stock prohibited for directors; insider trading windows enforced.
- Each director/NEO beneficially owned less than 1% outstanding shares; group total <1%.
Governance Assessment
-
Strengths
- Independence and strong shareholder support: elected in 2025 with 94.2M votes in favor; Board determined him independent; committees are fully independent.
- Relevant domain expertise: cybersecurity/IT (including AI) and operations—highly additive for CS and AFC oversight.
- Clear risk oversight structure: AFC has primary ERM oversight; CS oversees cybersecurity/data protection; robust governance practices include majority voting, annual elections, executive sessions, and stockholder access.
- Alignment mechanisms: majority of director pay in equity, ownership guidelines, and prohibitions on hedging/pledging.
- Investor feedback: say-on-pay received ~89% support at 2024 meeting; 2025 advisory vote passed (85.9M for).
-
Watchpoints and potential RED FLAGS
- Low direct share ownership as of March 7, 2025 (no directly owned shares; RSUs outstanding) may indicate alignment is primarily via pending RSU vesting until guideline compliance—monitor near-term vesting and subsequent retention.
- Time-commitment considerations: current service on New York Life board and Trustee role; however, no other current public company boards per proxy summary.
- Conflicts/related party: none disclosed for 2024; hedging/pledging prohibited—no immediate red flags.
-
Compensation program quality for directors
- Transparent equity grants (RSUs only in 2024), simplified cash structure post-2024, optional deferrals; independent consultant (Pearl Meyer) affirmed independent (Feb 2025).
Overall, Carter’s cybersecurity and large-scale operations background strengthens DGX’s board oversight of technology and risk; independence and strong shareholder support bolster confidence. Alignment mechanisms are robust, though investors may prefer growth in direct share ownership beyond RSUs over time.