Vicky B. Gregg
QUEST DIAGNOSTICSAbout Vicky B. Gregg
Independent director of Quest Diagnostics (DGX) since 2014; age 70. Cofounder/Partner of Guidon Partners LLC and retired CEO of Blue Cross and Blue Shield of Tennessee (CEO 2003–2012; previously President/COO). Background includes senior roles at Humana Health Plans and experience as a practicing nurse, contributing deep U.S. healthcare system and compliance expertise to DGX’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross and Blue Shield of Tennessee | Chief Executive Officer | 2003–2012 | Led major health plan; governance and payer expertise |
| Blue Cross and Blue Shield of Tennessee | President and Chief Operating Officer | Pre-2003 | Operational leadership in payer operations |
| Humana Health Plans | Senior roles | Not disclosed | Health insurer operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acadia Healthcare Company, Inc. | Director | Current | Public company directorship |
| Erlanger Health System | Director | Current | Non‑profit health system board |
| Electric Power Board of Chattanooga | Director | Current | Municipal utility board |
| MyEyeDr. (private) | Board member | Current | Private company board |
| TeamHealth Holdings, Inc. | Director | 2013–2017 | Former public company board |
| First Horizon Corporation | Director | 2011–2015 | Former public company board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Gregg independent under NYSE and company standards; nine of ten nominees are independent . |
| Committee assignments (DGX) | Quality & Compliance (Chair); Compensation & Leadership Development (Member); Governance (Member) . |
| Committee activity (2024) | QC: 4 meetings; Compensation: 4 meetings; Governance: 4 meetings . |
| Board activity (2024) | Board held 9 meetings; each nominee attended at least 75% of Board and committee meetings while in office . |
| Annual meeting attendance | All directors then in office attended the 2024 annual stockholders meeting . |
| Related-party/Conflict controls | Governance Committee reviews conflicts and related‑person transactions; none required disclosure in 2024 . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 135,791 | 134,750 |
| Stock Awards ($) | 179,941 (1,369 RSUs) | 209,966 (1,482 RSUs) |
| Total ($) | 315,732 | 344,716 |
- Program structure changes effective July 1, 2024: annual cash retainer increased to $115,000; eliminated all committee member retainers; updated chair retainers (e.g., QC Chair $20,000; Governance Chair $15,000; Compensation Chair $20,000; Audit Chair $25,000). Lead Independent Director receives $40,000. Before July 1, 2024, committee member retainers applied (e.g., QC member $7,500; QC Chair $10,000; Governance member $7,500; Compensation member $9,500; Audit member $13,000) .
- 2024 non‑employee director equity award sized at $210,000, delivered entirely in RSUs; 2023 award sized at $180,000, delivered entirely in RSUs .
Performance Compensation
| Equity Vehicle | 2023 Terms | 2024 Terms |
|---|---|---|
| RSUs (annual director grant) | Vest in three equal annual installments beginning on first anniversary; awarded at $180,000 (1,369 RSUs) | Vest fully on first anniversary of grant regardless of continuing service; awarded at $210,000 (1,482 RSUs) |
| Options | None granted to directors in 2023 or 2024; as of reporting, no non‑employee directors held options | |
| Deferral election | Directors may defer cash retainers and/or stock grants under the Deferred Compensation Plan for Non‑Employee Directors |
Note: DGX director equity is time‑based; there are no performance‑conditioned director awards disclosed .
Other Directorships & Interlocks
| Company/Entity | Sector | Potential Interlock Consideration |
|---|---|---|
| Acadia Healthcare Company, Inc. | Behavioral health services | Public company board; no DGX related‑party transactions disclosed in 2024 |
| Erlanger Health System | Health system | Health system directorship; Governance Committee reviews potential conflicts; none disclosed for 2024 |
| Electric Power Board of Chattanooga | Utility | No DGX related‑party transactions disclosed in 2024 |
| MyEyeDr. (private) | Vision care | No DGX related‑party transactions disclosed in 2024 |
Expertise & Qualifications
- Extensive executive and advisory experience across healthcare payers/providers; deep knowledge of U.S. healthcare operations and policy; prior practicing nurse background supporting quality and compliance oversight .
- Board‑level quality/compliance leadership as DGX Quality & Compliance Committee Chair, overseeing billing compliance, fraud/abuse, privacy, medical quality, and material legal/compliance matters .
Equity Ownership
| As of | Beneficially Owned Shares | Options (exercisable within 60 days) | RSUs (not counted as beneficial ownership) |
|---|---|---|---|
| March 8, 2024 | 13,643 | 0 | 2,686 |
| March 7, 2025 | 14,041 | 0 | 2,826 |
- Each director beneficially owns less than 1% of outstanding shares; RSUs are not counted as beneficial ownership under SEC rules .
- Hedging and pledging of DGX stock by directors is prohibited; directors generally may transact only during permitted trading windows under the insider trading policy .
- Director ownership guidelines: updated in 2024 to 5x the annual Board cash retainer; until satisfied, directors must retain 75% of net shares from RSU vesting/exercise. RSUs count toward the guideline; options do not. Prior guideline required minimum 6,000 shares .
Governance Assessment
-
Strengths
- Independent, seasoned healthcare operator with payer and provider experience; currently chairs DGX Quality & Compliance Committee—directly aligned with DGX’s regulatory, billing, and medical quality risk areas .
- Strong engagement: at least 75% attendance threshold met; all directors attended the 2024 annual meeting; active committees each held regular sessions in 2024 (QC, Compensation, Governance) .
- Alignment and investor‑friendly practices: majority of director comp delivered in equity RSUs; enhanced 2024 ownership guideline (5x retainer); anti‑hedging/pledging policy; no director options outstanding .
- Pay‑for‑performance culture support: 2024 say‑on‑pay received approximately 89% support, indicating broad investor approval of compensation governance .
- Conflict oversight: Governance Committee monitors conflicts/related‑party matters; no related‑person transactions required disclosure in 2024 .
-
Watch items
- Multiple healthcare‑related outside boards (e.g., health system) could create perceived overlaps; however, DGX affirmed independence and disclosed no related‑party transactions in 2024. Governance Committee continues to review relationships for conflicts and independence under NYSE standards .