Timothy M. Ring
QUEST DIAGNOSTICSAbout Timothy M. Ring
Retired Chairman and Chief Executive Officer of C. R. Bard, Inc.; age 67; Quest Diagnostics director since 2011 and current Lead Independent Director. He retired from Bard in 2017 after serving as Chairman and CEO since 2003; he is a director of Becton, Dickinson and Company and previously served on boards of C. R. Bard, Inc. (2003–2017) and CIT Group Inc. (2005–2009); co‑founder of TeamFund, Inc. focused on medical technology access in Sub‑Saharan Africa and India .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C. R. Bard, Inc. | Chairman & Chief Executive Officer | 2003–2017 | Led multinational healthcare company; extensive governance, strategy, international operations experience |
| CIT Group Inc. | Director | 2005–2009 | Financial services board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Becton, Dickinson and Company | Director | Not disclosed | Current public company directorship |
| TeamFund, Inc. | Co‑founder | Not disclosed | Impact fund/non‑profit delivering medical technology to Sub‑Saharan Africa and India |
Board Governance
- Independence: The Board determined Mr. Ring is independent; the CEO/Chair (James E. Davis) is the only non‑independent director .
- Lead Independent Director: Responsibilities include setting agendas with the Chair/CEO, calling meetings of independent directors, presiding over executive sessions, coordinating board evaluation and CEO performance feedback, interviewing board candidates, and serving as principal contact for stockholder communications with independent directors .
- Committee assignments: Member, Compensation and Leadership Development Committee (CLDC); Chair, Executive Committee; Chair, Governance Committee .
- Committee activity (2024): Governance Committee met 4 times; Executive Committee met 0 times; CLDC met 4 times .
- Attendance: In 2024, each nominee attended at least 75% of Board and committee meetings during their service; all directors then in office attended the 2024 annual stockholders meeting .
- Related‑party oversight: Governance Committee reviews and approves related person transactions and assesses independence impacts; there were no related person transactions requiring disclosure in 2024 .
Fixed Compensation
| Component | Structure/Amount | Effective Date/Period | Notes |
|---|---|---|---|
| Annual Board cash retainer | $100,000; paid $25,000 quarterly | Pre–July 1, 2024 | Lead Independent Director additional $40,000 |
| Committee membership retainers | Various (e.g., Audit $13,000; CLDC $9,500; Governance $7,500; Quality & Compliance $7,500; Cybersecurity $7,500; Executive $1,500) | Pre–July 1, 2024 | Committee chairs also received chair retainers (e.g., Audit chair $30,000; CLDC chair $10,000; Governance chair $7,500; Q&C chair $10,000; Cyber chair $7,500) |
| Cash retainer program change | Annual Board cash retainer increased to $115,000; committee membership retainers eliminated; chair retainers updated (Audit $25,000; CLDC $20,000; Governance $15,000; Q&C $20,000; Cyber $15,000; Executive N/A) | Effective July 1, 2024 | Adopted after CLDC recommendation and input from independent consultant Pearl Meyer |
| 2024 actual fees earned (Ring) | $168,000 | FY2024 | Director compensation table |
Performance Compensation
| Equity Component | Grant Value | Instrument | Grant Size | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director equity award (2024) | $210,000 | RSUs | 1,482 RSUs | RSUs vest fully on first anniversary of grant, regardless of continued service | Granted May 16, 2024; directors can elect to receive cash retainer in stock in lieu of cash; no options granted to directors in 2024 |
| 2024 stock award (Ring) | $209,966 | RSUs | Part of 1,482 RSUs | Per program above | Aggregate grant date fair value reported |
- Director Plan authorizes combined stock options and stock awards up to $500,000 value per annual meeting date; options, once vested, exercisable through the tenth anniversary even after board service ends; beginning in 2024, annual option grants (if used) become exercisable on first anniversary; RSUs generally vest on first anniversary regardless of continued service .
Other Directorships & Interlocks
| Company | Sector | Relationship to DGX | Potential Interlock Considerations |
|---|---|---|---|
| Becton, Dickinson and Company | Medical Technology | Unrelated corporate entity | Sector overlap in healthcare; Governance Committee screens and approves any related person transactions; none disclosed for 2024 |
| C. R. Bard, Inc. (prior) | Medical Devices | Prior executive role | Historical experience; not a current interlock |
| CIT Group Inc. (prior) | Financial Services | Prior board role | Historical experience; not a current interlock |
Expertise & Qualifications
- Extensive executive leadership in healthcare with multinational operations; corporate governance, strategic planning, and international operations expertise; experience with cybersecurity and technology matters .
- Lead Independent Director experience with defined responsibilities that enhance board effectiveness and investor engagement .
Equity Ownership
| Holder | Direct/Common Shares | Options (exercisable within 60 days) | RSUs/Phantom Units | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Timothy M. Ring (as of March 7, 2025) | 0 [“–” shown] | 0 [“–” shown] | 44,411 (not counted as beneficial under SEC rules) | Less than 1% | Less than 1% |
| Timothy M. Ring (as of Dec 31, 2024 RSUs held) | N/A | N/A | 28,246 | N/A | N/A |
| Directors’ ownership guidelines | Minimum holding equal to 5x annual Board cash retainer; directors must retain 75% of net shares until guideline met; unvested RSUs count toward guideline (options do not) | Adopted in 2024 | Applies to directors; encourages alignment | ||
| Hedging/Pledging policy | Hedging and pledging of company stock prohibited for directors and officers; margin accounts prohibited | Ongoing | Alignment and risk control |
Governance Assessment
-
Strengths
- Independent status with robust Lead Independent Director authority, enhancing oversight when Chair/CEO roles are combined .
- Chairs Governance and Executive Committees; sits on CLDC—positions central to director nominations, board structure, related‑party reviews, and executive pay oversight .
- Attendance in 2024 met at least the 75% threshold; full director attendance at the annual meeting supports engagement .
- Director ownership guidelines strengthened to 5x cash retainer with 75% net share retention; anti‑hedging/pledging policies further align incentives .
- Director compensation structure reviewed with independent consultant (Pearl Meyer); shift to simplified cash retainer and targeted chair fees improves transparency .
-
Watch Items / Red Flags
- No directly owned common shares reported as of March 7, 2025 (ownership reflected via RSUs/phantom units); while guidelines count unvested RSUs, the absence of direct holdings may be viewed by some investors as weaker “skin‑in‑the‑game” alignment .
- RSUs vest fully after one year regardless of continued service, potentially reducing retention linkage compared to service‑conditioned vesting; mitigated by 75% net share retention requirement until guideline met .
- Multiple leadership roles (Lead Independent Director, Governance Chair, Executive Chair) centralize oversight responsibilities; balanced by board evaluation processes and majority independent composition .
-
Conflicts and Related‑Party Exposure
- Governance Committee actively oversees related person transactions and independence impacts; none required disclosure in 2024 .
- Sector overlap via BD board seat noted; company policy and Governance Committee processes are designed to identify and manage conflicts .
Fixed Compensation (Detail)
| Year/Period | Cash Fees (Ring) | Notes |
|---|---|---|
| FY2024 | $168,000 | Reported “Fees Earned or Paid in Cash” |
| Pre–July 1, 2024 retainer structure | Board $100,000; Lead Independent Director +$40,000; committee member/chair retainers per table | Prior program |
| Post–July 1, 2024 retainer structure | Board $115,000; committee membership retainers eliminated; updated chair fees; Lead Independent Director +$40,000 | Effective July 1, 2024 |
Performance Compensation (Detail)
| Year | Stock Awards (Ring) | Instrument | Grant Size | Program Notes |
|---|---|---|---|---|
| 2024 | $209,966 | RSUs | 1,482 RSUs | Annual director equity award set at $210,000; RSUs vest fully at first anniversary; no options granted to directors in 2024 |
Other Directorships & Interlocks (Detail)
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| Becton, Dickinson and Company | Director | Current | Public company directorship |
| C. R. Bard, Inc. | Director/Chairman & CEO | Prior | Board and executive leadership experience |
| CIT Group Inc. | Director | Prior | Financial sector board experience |
Expertise & Qualifications (Detail)
- Corporate governance, strategic planning, international operations; healthcare industry leadership; cybersecurity and technology experience .
Equity Ownership (Detail)
| As of Date | Common Shares | Options (60‑day) | RSUs/Phantom Units | % of Class |
|---|---|---|---|---|
| March 7, 2025 | 0 [“–”] | 0 [“–”] | 44,411 | <1% |
| Dec 31, 2024 | N/A | N/A | 28,246 | N/A |
- Directors may defer cash compensation or stock grants under the Deferred Compensation Plan; deferrals may be indexed to a cash account (interest compounded quarterly) or the Company’s common stock .
Governance Assessment Summary
- Board effectiveness signal: Lead Independent Director with defined authority; chairs Governance and Executive; engaged board processes and annual evaluations; strong independent majority .
- Alignment signal: Strengthened director ownership guidelines and retention; equity grants to non‑employee directors; hedging/pledging prohibitions .
- Risk/Conflict monitoring: Governance Committee oversight of related‑party transactions; none disclosed for 2024; stockholder engagement via Lead Independent Director .
- Overall: Governance posture supports investor confidence, with watch item on direct share ownership offset by robust RSU holdings and retention requirements .