Timothy L. Main

About Timothy L. Main

Timothy L. Main (age 67) has served on the Quest Diagnostics (DGX) board since 2014 and is currently an independent director with deep operating, technology, and governance experience; he chairs DGX’s Cybersecurity Committee and also serves on the Audit & Finance and Governance Committees . He is Non‑Executive Chairman of WNS (Holdings) Limited and previously served as CEO (2000–2013) and then non‑executive Chairman (2013–2021) of Jabil, where he led a strategy that grew annual revenue nearly five‑fold to $17B in 2012 and expanded the business across Asia and emerging markets, giving him extensive experience in capital markets, technology, operations, and strategic planning . The board has affirmatively determined he is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Independence and attendance: Main is independent; in 2024 the board held 9 meetings and each nominee attended at least 75% of board and relevant committee meetings; all directors attended the 2024 annual stockholders meeting .
• Committee leadership and focus (2024 activity shown):
  • Cybersecurity Committee (Chair; 4 meetings): Oversees cybersecurity, data security, and related compliance; reviews program adequacy and receives regular reports .
  • Audit & Finance Committee (Member; 9 meetings): Oversees financial reporting quality, controls, ERM, internal audit, independent auditor, and key financial policies .
  • Governance Committee (Member; 4 meetings): Oversees director nominations, committee assignments, corporate governance policies, related person transactions, and shareholder engagement .
• Executive sessions and structure: DGX maintains a Lead Independent Director, regular executive sessions of independent directors, and annual board/committee self‑evaluations .

Fixed Compensation

Director program structure and recent changes:

• As of July 1, 2024, the annual cash retainer increased to $115,000 (paid quarterly); committee membership retainers were eliminated; chair fees set as: Audit & Finance $25,000; Compensation & Leadership Development $20,000; Governance $15,000; Quality & Compliance $20,000; Cybersecurity $15,000; Lead Independent Director $40,000 .
• Annual equity for non‑employee directors was set at $210,000 in 2024, delivered entirely in RSUs granted at the annual meeting (1,482 RSUs each in 2024) .
• Deferral: Directors may elect to defer cash and/or stock grants under the Deferred Compensation Plan for Non‑Employee Directors .

Performance Compensation

• Non‑employee directors do not receive performance‑based incentive pay at DGX; equity is time‑based RSUs .
• 2024 equity vesting: Beginning with 2024 grants, annual RSUs generally vest and convert to shares fully on the first anniversary of grant regardless of whether the director remains on the board; no stock options were outstanding for non‑employee directors as of 2024 .
• 2023 equity: $180,000 in RSUs (1,369 RSUs) with prior standard vesting; no options granted in 2023 .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills identified by DGX: capital markets, technology, operations, corporate governance, strategic planning; experience with cybersecurity and technology matters .
• Executive leadership credentials from Jabil and chair role at WNS provide global operating and risk oversight perspective, pertinent to DGX’s Cybersecurity Committee chair role .

Equity Ownership

• Stock ownership guidelines: In 2024 DGX updated director guidelines to ownership of 5x annual board cash retainer; unvested RSUs count toward compliance; directors must retain 75% of net shares until guideline met .
• Hedging/pledging: Directors are prohibited from hedging or pledging DGX stock and from margin accounts; transactions are limited to window periods per insider trading policy .
• Ownership concentration: Each director individually owns <1% of outstanding shares; group ownership also <1% .

Governance Assessment

• Strengths for investor confidence

  • Independent status; long tenure and leadership in technology and operations, aligning with chairing Cybersecurity oversight at a data‑sensitive healthcare company .
  • Robust committee coverage (Cybersecurity chair; member, Audit & Finance and Governance), with active meeting cadence in 2024 (4–9 meetings per committee) indicating substantive engagement .
  • Clean related‑party profile in 2024; board‑wide prohibition on hedging/pledging; strong stock ownership expectations for directors .
  • Solid say‑on‑pay support (approx. 89% in 2024; 90% in 2023) reflects constructive shareholder sentiment toward DGX’s compensation governance overall .

• Watch items and potential red flags

  • RSUs for non‑employee directors granted in 2024 vest fully after one year “regardless of whether the non‑employee director remains a director,” which can reduce the service‑based retention/continuity linkage of equity; investors may scrutinize whether this structure adequately aligns director incentives with long‑term service .
  • Shift in cash retainer structure (higher fixed retainer, elimination of member retainers) modestly increases fixed cash vs. variable committee service pay; Main, as Cybersecurity Chair, receives a $15,000 chair fee under the revised schedule .
  • Form 4 insider filings were not found in our document search dataset for DGX during the review window; absence of filings may simply reflect no reportable transactions by Mr. Main, but investors should monitor EDGAR for any updates (no Form 4s found via tool) [ListDocuments result: 0].

• Attendance and engagement

  • 2024: Board met 9 times; each nominee, including Mr. Main, attended at least 75% of meetings of the board and their committees; all directors attended the 2024 annual meeting—positive engagement signals .

• Overall view: Main’s experience in scaling complex global operations and technology, coupled with specific cybersecurity oversight responsibilities, is additive to DGX’s board effectiveness. The 2024 change to time‑based RSU vesting regardless of continued service is the primary governance nuance to monitor; otherwise, his independence, committee workload, and clean related‑party profile support investor confidence .