Sam A. Samad
QUEST DIAGNOSTICSAbout Sam A. Samad
Executive Vice President and Chief Financial Officer (CFO) of Quest Diagnostics since July 25, 2022 (joined July 11, 2022); previously CFO of Illumina and senior finance roles at Cardinal Health and Eli Lilly. Education: BBA (American University of Beirut) and MBA (McMaster University). In 2024, Quest delivered $9.87B in revenue (+6.7% YoY), GAAP EPS $7.69 and adjusted EPS $8.93, with 1-year TSR of 11.8% vs S&P 500 Health Care 2.6% and peer group median -2.0% . 2024 annual incentives for NEOs paid at 96.6% of target and 2022–24 PSU cycle paid at 157% of target, evidencing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Illumina, Inc. | Chief Financial Officer | 2017–2022 | Led finance, accounting, IR, internal audit, and treasury at a global genomics leader |
| Cardinal Health | SVP & Corporate Treasurer; SVP & CFO, Pharmaceutical Segment; other leadership roles | Not disclosed | Led treasury and had operational/financial responsibility for China; CFO for $85B pharma segment |
| Eli Lilly and Company | Various sales and finance roles incl. CFO, Canada affiliate | 13 years | Multinational finance and commercial experience across geographies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed for Samad in DGX filings |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary rate ($) | $650,000 (offer letter) | Not disclosed (rate) | $675,000 (rate as of 2024; +3.84%) |
| Salary paid ($) | $300,000 | $650,000 | $668,269 |
| Target annual bonus (% of salary) | 90% | 90% | 90% |
| Annual incentive payout (% of target) | — | — | 96.6% |
| Annual incentive paid ($) | $725,693 | $451,913 | $580,993 |
Performance Compensation
Annual Incentive (SMIP) – 2024 design, targets, and outcome
| Measure | Weight | Threshold | Target | Max | Actual/Result | Weighted payout factor |
|---|---|---|---|---|---|---|
| Adjusted diluted EPS | 40% | $8.35 | $9.00 | $9.72 | $8.84 (ex-LifeLabs) | 29.6% |
| Revenues (total) | 40% | $9,132MM | $9,512MM | $9,988MM | $9,631MM (ex-LifeLabs) | 46.8% |
| Non-financial: patient/employee/community | 20% | — | — | — | 115.9% (patient/employee); community assessed at target | 20.2% |
| Total payout factor | — | — | — | — | — | 96.6% |
Key 2025 changes: SMIP reweighted to Adjusted EPS 45%, Revenues 35%, Operational Scorecard 20%; caps added tying non-financial and revenue payouts to EPS attainment (>90% of target) .
Long-Term Incentive (LTI) structure and metrics
- Mix for executive officers in 2024: PSUs 50%, Stock Options 25%, RSUs 25%; PSUs vest after 3-year performance period; options/RSUs vest ratably over 3 years .
- 2024–2026 PSU metrics/weights: Revenue growth 50%, Average ROIC 30%, Relative TSR vs S&P 500 Healthcare Index 20% .
- Recent PSU outcomes: 2021–2023 cycle paid 186% of target; 2022–2024 cycle determined at 157% of target .
Equity Awards (Grants and Vesting)
| Grant date | Award type | Shares/Units | Strike/Term | Vesting |
|---|---|---|---|---|
| 2/14/2024 | Performance Shares (PSU) – threshold/target/max | 819 / 10,914 / 21,828 | — | Cliff vest after 3-year performance period (to 2/14/2027), subject to performance |
| 2/14/2024 | RSUs | 5,478 | — | 1/3 per year on each of the first three anniversaries |
| 2/14/2024 | Stock Options | 22,835 | $127.81; 10-year term to 2/14/2034 | 1/3 per year on each of the first three anniversaries |
| 7/11/2022 | RSUs (Make-Whole) | Value $1.5MM | — | 50% on 1st and 2nd anniversaries; sign-on inducement |
| 7/11/2022 | Initial LTI target value | $2.5MM | — | Allocated 50% PSUs, 25% options, 25% RSUs; terms aligned to 2022 annual grants |
Key terms: Double-trigger CIC vesting (accelerated only upon CIC plus qualifying termination or if awards not assumed); options generally 10-year term; retirement/death/disability accelerate; pro-rata PSUs on certain terminations; minimum one-year vesting standard (limited exceptions up to 5% of awards) .
Outstanding Equity (12/31/2024)
| Instrument | Grant date | Exercisable | Unexercisable | Exercise price | Expiration | RSUs unvested | Unearned PSUs (in cycle) |
|---|---|---|---|---|---|---|---|
| Stock Options | 7/11/2022 | 13,105 | 6,553 | $135.59 | 7/11/2032 | — | — |
| Stock Options | 2/23/2023 | 6,205 | 12,411 | $143.33 | 2/23/2033 | — | — |
| Stock Options | 2/14/2024 | — | 22,835 | $127.81 | 2/14/2034 | — | — |
| RSUs | 2022 awards | — | — | — | — | 15,421 | — |
| RSUs | 2023 awards | — | — | — | — | 3,140 | — |
| RSUs | 2024 awards | — | — | — | — | 5,478 | — |
| PSUs (2023 cycle) | 2023 grant | — | — | — | — | — | 18,124 (at max; actual based on performance) |
| PSUs (2024 cycle) | 2024 grant | — | — | — | — | — | 21,828 (at max; actual based on performance) |
Note: As of 12/31/2024 close ($150.86), Samad’s option grants were in-the-money; the CIC table reflects positive intrinsic value for options ($720,013) at that price and strikes of $135.59/$143.33/$127.81 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares beneficially owned | 15,080 (sole voting/dispositive power) |
| Options exercisable within 60 days | 33,126 |
| Total beneficial (shares + near-term options) | 48,206 (<1% of outstanding) |
| RSUs underlying (not counted as beneficial under SEC rules) | 11,297 |
| Ownership guidelines | Executives: 4x base salary; five-year compliance window; count unvested RSUs (not options/PSUs) |
| Compliance status | As of April 1, 2025, all current NEOs were compliant |
| Hedging/pledging | Prohibited; also no margin accounts and no downside-protection derivatives |
| Insider trading windows | Trades limited to window periods post-earnings; policy filed as 10‑K exhibit |
Implication for selling pressure: 1/3 annual vesting of RSUs/options (2024 award size: 5,478 RSUs and 22,835 options) plus ongoing 2023/2022 RSU tranches create periodic liquidity events; PSU payouts, if earned, settle after the 3-year period (next determination in early 2027 for 2024 cycle) .
Employment Terms
- Start/role: Joined DGX July 11, 2022; became CFO July 25, 2022 . Employment-at-will per letter agreement .
- Offer economics: Starting base $650,000; target bonus 90% of salary; initial equity target $2.5M (50% PSUs/25% options/25% RSUs); make‑whole cash $1.2M (refundable if voluntary quit or termination for willful misconduct within 2 years); make‑whole RSUs $1.5M (50% vest at each of first two anniversaries) .
- Benefits/perqs: Eligibility for executive physicals and financial planning for 3 years; relocation benefits up to $105,000 flexible tier; participation in SDCP, ESPP, 401(k) .
- Restrictive covenants: Executed Company standard Restrictive Covenant Agreement (confidentiality, non-compete, non-solicit, inventions) .
- Severance Plan: Schedule B participant as of 12/31/2024 (one-times base + target bonus on involuntary termination not for cause; two-times base + target upon qualifying CIC termination), plus medical/life coverage (12 months for Schedule B), outplacement, and lump sum of prior-year Company 401(k)/SDCP match; pro-rata target bonus if terminated in connection with CIC; no cash severance solely for CIC .
- CIC/vesting: Double-trigger equity vesting (CIC plus qualifying termination, or awards not assumed), with 280G/4999 cutback to avoid excise tax; no excise tax gross-ups; no single-trigger vesting .
- Illustrative severance values at 12/31/2024 price $150.86:
- Involuntary (not for cause, no CIC): Cash $1,282,500; accelerated PSUs $3,252,240; total $4,644,740 (incl. benefits) .
- CIC + qualifying termination: Cash $2,565,000; accelerated options $720,013; accelerated PSUs $6,563,884; accelerated RSUs $1,531,983; total $11,490,880 (incl. benefits) .
- Clawback: Dodd-Frank compliant policy (Nov 2023) plus broader discretionary recoupment covering cash/equity, current/former officers, and misconduct/financial restatement scenarios .
Compensation Structure Analysis
- Mix and risk: Majority at-risk; in 2024, average 80% of other NEO pay and >90% CEO pay were performance-based/variable; three-year vesting on equity; no dividends on PSUs; ownership/retention guidelines; annual risk assessment found plans do not encourage excessive risk .
- Metric calibration: 2024 SMIP streamlined revenue metrics into one total revenue goal (40%) and reduced individual modifier to 10%; non-financial goals kept at 20% with quantitative patient/employee experience focus .
- Governance best practices: Double-trigger CIC vesting; no excise tax gross-ups; anti-hedging/pledging; independent consultant (Pearl Meyer) confirmed independent Feb 2025; annual say-on-pay; clawbacks .
Multi‑Year Compensation (Summary Compensation Table)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 300,000 | 650,000 | 668,269 |
| Stock awards (RSUs/PSUs grant-date fair value) | 3,330,906 | 1,968,594 | 2,028,350 |
| Option awards (grant-date fair value) | 624,865 | 674,882 | 699,881 |
| Non‑equity incentive (SMIP) | 725,693 | 451,913 | 580,993 |
| All other compensation | 87,518 | 229,725 | 90,971 |
| Total | 6,268,982 | 3,975,114 | 4,068,464 |
Equity Ownership Snapshot (as of March 7, 2025)
| Category | Shares/Units |
|---|---|
| Shares owned | 15,080 |
| Options exercisable within 60 days | 33,126 |
| Total beneficial (SEC definition) | 48,206 (<1% of outstanding) |
| RSUs (not counted as beneficial) | 11,297 |
Say‑on‑Pay & Peer Group
- Say‑on‑pay 2024: 89% of votes cast in favor .
- Compensation peer group (14 companies) includes Labcorp, Agilent, Baxter, BD, Boston Scientific, Henry Schein, Hologic, Illumina, Owens & Minor, Revvity, Stryker, Tenet, Zimmer Biomet .
Related Party Transactions and Policies
- 2024 related person transactions: None requiring disclosure .
- Insider trading policy: Window periods post-earnings; policy filed as 10‑K exhibit .
- Anti‑hedging/pledging/margin account prohibitions: In place for directors/officers .
Performance & Track Record
- 2024 performance highlights: Revenues $9.87B; GAAP EPS $7.69; adjusted EPS $8.93; cash from ops $1.33B; continued strategic progress in health plan access, professional lab services ~$800M, advanced diagnostics launches, and disciplined capital deployment (dividend increased to $0.80 and ~$150M buybacks) .
- TSR context: 1‑year TSR 11.8%; 3‑year -7.3%; 5‑year 56.3%; peer median 1‑year -2.0%, 3‑year -8.3%, 5‑year 50.5% .
Employment Terms (Severance/CIC) – Detailed Tables
| Scenario (12/31/2024) | Cash | Options (accel. value) | PSUs (accel. value) | RSUs (accel. value) | Total |
|---|---|---|---|---|---|
| Involuntary (not for cause, no CIC) | 1,282,500 | — | 3,252,240 | — | 4,644,740 (incl. benefits) |
| CIC + qualifying termination | 2,565,000 | 720,013 | 6,563,884 | 1,531,983 | 11,490,880 (incl. benefits and cutback provision) |
Investment Implications
- Alignment and incentives: Samad’s pay mix is heavily performance-based with PSU metrics (Revenue growth/ROIC/relative TSR) and SMIP focused on EPS and revenues; 2025 reweighting increases EPS emphasis, pointing to profitability-focused incentives that should favor margin and capital discipline .
- Retention risk and selling pressure: Multiple overlapping RSU/option tranches (2022–2024 awards) vest ratably; PSUs settle on 3‑year cadence. Anti‑hedging/pledging rules and ownership requirements (4x salary; compliant) mitigate misalignment; nevertheless, periodic post‑vesting liquidity windows could drive modest selling flow, especially around quarterly windows .
- Downside protection/governance risk: No excise tax gross‑ups; double‑trigger equity vesting; robust clawbacks; say‑on‑pay support (89%) and no related‑party transactions reduce governance red flags .
- Execution and track record: Company met or neared internal financial targets with NEO SMIP payout ~97% and strong 3‑yr PSU payout (157%), suggesting targets were challenging yet achievable; relative TSR improved over 1‑year vs peers. Compensation appears sensitive to performance, supporting credibility of future incentive outcomes .