Tracey C. Doi
QUEST DIAGNOSTICSAbout Tracey C. Doi
Tracey C. Doi, age 64, is an independent director of Quest Diagnostics (DGX) since 2021. She is the retired Chief Financial Officer and Group Vice President of Toyota Motor North America, Inc., where she served nearly twenty years as CFO and previously as Vice President, Corporate Controller; her expertise spans corporate finance, strategic planning, operations, risk, enterprise systems, business analytics and transformation, with added experience in cybersecurity and technology matters. She currently serves on the board of Pentair plc and as an independent trustee of SunAmerica Series Trust and Season Series Trust. The Board has determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor North America, Inc. | Chief Financial Officer and Group Vice President | ~2003–2022 | Led corporate finance, risk, enterprise systems, analytics, transformation; multinational operating experience |
| Toyota Motor North America, Inc. | Vice President, Corporate Controller | 2000–2003 | Expanded responsibilities leading to CFO elevation |
| City National Bank (RBC Company) | Director | 2016–2021 | Board service at financial institution |
| Federal Reserve Bank of San Francisco | Economic Advisory Council Member | 2009–2016 | Macroeconomic and financial policy advisory experience |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Pentair plc | Director | Current | Listed in DGX proxy as other public company board |
| SunAmerica Series Trust | Independent Trustee | Current | Investment trust governance |
| Season Series Trust | Independent Trustee | Current | Investment trust governance |
Board Governance
- Committee assignments: Audit and Finance Committee (member; designated “audit committee financial expert”), Quality and Compliance Committee (member). She is not a committee chair.
- Independence: Affirmed by the Board (nine of ten nominees independent).
- Attendance: In 2024, each nominee attended at least 75% of Board and committee meetings on which they served; Board held nine meetings; AFC held nine; QCC held four.
- Engagement: All directors then in office attended the 2024 annual stockholders meeting; independent directors hold regular executive sessions under a Lead Independent Director structure.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit and Finance Committee | Member; Audit Committee Financial Expert | 9 | Primary ERM oversight; financial reporting and controls; Doi and Pfeiffer identified as “audit committee financial experts” |
| Quality and Compliance Committee | Member | 4 | Compliance program, medical quality, investigations, data privacy oversight |
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $117,750 | DGX director cash compensation for 2024 |
| Stock Awards (RSUs grant-date fair value) | $209,966 | Single annual grant of 1,482 RSUs valued at grant-date average of high/low price |
| Total | $327,716 | Sum of cash and stock awards |
| Director Compensation Structure (changes effective Jul 1, 2024) | Members | Chair |
|---|---|---|
| Board Cash Retainer (post-change) | $115,000 (quarterly) | +$40,000 Lead Independent Director |
| Committee Membership Retainers | Eliminated | N/A |
| Audit & Finance Committee Chair | N/A | $25,000 |
| Compensation & Leadership Dev. Chair | N/A | $20,000 |
| Governance Chair | N/A | $15,000 |
| Quality & Compliance Chair | N/A | $20,000 |
| Cybersecurity Chair | N/A | $15,000 |
- Equity awards: For 2024, non-employee directors received $210,000 in RSUs (1,482 RSUs) granted May 16, 2024; annual RSUs vest fully on the first anniversary of grant regardless of continued service. No options awarded; as of the proxy date, no director held options.
- Deferral: Directors may elect to defer cash fees and/or stock awards under the Deferred Compensation Plan for Non-Employee Directors, indexed to a cash account or DGX common stock.
- 2025 program: No changes to director compensation for 2025.
Performance Compensation
DGX director equity is time-based RSUs (not performance-based). Company-level performance alignment for executives (relevant to Board oversight of pay-for-performance):
| Metric (PSU, 2024–2026 cycle) | Weight | Notes |
|---|---|---|
| Revenue Growth (CAGR) | 50% | Long-term growth |
| Average ROIC | 30% | Capital efficiency accountability |
| Relative TSR vs S&P 500 Health Care | 20% | Market-relative performance; payout scale disclosed (cap at 125% if negative TSR) |
| Recent PSU Payouts (Executives) | Year Paid | Payout vs Target |
|---|---|---|
| 2018–2020 | 2021 | 195% |
| 2019–2021 | 2022 | 200% |
| 2020–2022 | 2023 | 196% |
| 2021–2023 | 2024 | 186% |
| 2022–2024 | 2025 | 157% |
- Annual incentive metrics (2024 executives): Adjusted diluted EPS 40%, Revenue 40%, Non-financial (patient, employee, community) 20%; calculated payout factor 96.6% of target. 2025 mix changed to EPS 45%, Revenue 35%, Operational Scorecard 20%, with caps linked to EPS attainment.
Other Directorships & Interlocks
| Company | Relationship to DGX | Potential Interlock/Conflict Commentary |
|---|---|---|
| Pentair plc (current) | Unrelated industrial water solutions | No DGX-related transactions disclosed; routine independence affirmed |
| SunAmerica Series Trust; Season Series Trust (current) | Investment trusts | Unrelated to DGX operations; no related person transactions disclosed in 2024 |
| City National Bank (2016–2021) | Financial services | Prior board role; no DGX related party transactions disclosed |
- Related party transactions: DGX disclosed none meeting disclosure thresholds in 2024; governance process routes such reviews through the Governance Committee.
Expertise & Qualifications
- CFO tenure at Toyota with deep corporate finance, risk, operations, enterprise systems, analytics, transformation; experience with cybersecurity/technology.
- Audit committee financial expert designation (SEC definition).
- Skills matrix: Accounting/Finance, Cybersecurity/Technology, Executive Management, Operations, International, Strategic Planning noted for Doi.
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable (60 days) | Total Beneficial | Shares Underlying RSUs |
|---|---|---|---|---|
| Tracey C. Doi | 0 | 0 | 0 | 5,262 |
- 2024 RSU grant: 1,482 RSUs; as of 12/31/2024, Doi held 5,262 RSUs.
- Ownership policies: Directors must hold at least five times the annual cash retainer (RSUs count; options do not). Until meeting guidelines, directors must retain 75% of net shares from RSU vesting and option exercises.
- Hedging/pledging: Prohibited for directors; DGX insider trading policy governs windows and prohibits hedging, pledging, margin accounts.
Governance Assessment
- Strengths: Independent director with CFO pedigree and audit committee financial expert status; service on Audit (ERM, controls) and Quality & Compliance (regulatory, medical quality) committees bolsters board oversight of financial reporting, risk, compliance, and data privacy. Attendance thresholds met; broad governance framework includes executive sessions and robust Lead Independent Director role.
- Alignment: Director equity granted as RSUs with annual vesting; ownership guidelines at 5x cash retainer and retention requirements support alignment; hedging/pledging prohibited.
- Compensation structure signals: 2024 shift to simplify director cash retainers and eliminate membership fees aligns compensation with role rather than meeting volume; no 2025 changes; annual RSU grants sized at ~$210k.
- Potential conflicts/RED FLAGS: None disclosed; no related person transactions in 2024. Watch item: limited disclosed direct share ownership (reliance on RSUs is permitted under guidelines), but compliance status versus 5x retainer not individually disclosed. No pledging/hedging permitted mitigates risk.
- Shareholder sentiment: 2024 say-on-pay received ~89% approval, indicating general investor support for DGX’s pay program overseen by the Board; independent consultant Pearl Meyer affirmed independent by the Committee in Feb 2025.