Wright L. Lassiter III
QUEST DIAGNOSTICSAbout Wright L. Lassiter III
Independent director at Quest Diagnostics (DGX) since 2020; age 61. Currently Chief Executive Officer of CommonSpirit Health (appointed August 2022), one of the largest U.S. health systems. Biography highlights executive experience in governance, strategic planning, market expansion, M&A, performance improvement, and corporate turnaround. The Board assessed ordinary-course commercial relationships between Quest and CommonSpirit and determined they did not impair his independence under NYSE standards. All directors attended the 2024 annual meeting; each nominee (including Lassiter) attended at least 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Henry Ford Health System | President & CEO | Dec 2014–2022 | Led governance, strategic planning, performance improvement; corporate turnaround experience highlighted. |
| Alameda Health System | CEO | 2005–2014 | Executive leadership in healthcare operations and turnaround contexts. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fortive Corporation | Director | Current | Other public company board. |
| American Hospital Association | Chair | Current | National healthcare policy/industry leadership role. |
| DT Midstream, Inc. | Director | 2021–2023 | Prior public company directorship. |
| Federal Reserve Bank of Chicago | Vice Chair | Prior | Prior external governance role. |
| Henry Ford Health System | Board | Prior | Prior governance role. |
Board Governance
- Committee memberships: Audit and Finance Committee (member); Quality and Compliance Committee (member). Not a committee chair.
- Independence: Determined independent; Board specifically reviewed ordinary-course relationships between Quest and CommonSpirit and found they did not exceed NYSE thresholds nor impair independence.
- Attendance and engagement: Board held nine meetings in 2024; each nominee attended at least 75% of meetings of the Board and committees; all directors attended the 2024 annual stockholders meeting.
- Executive sessions: Regular executive sessions of independent directors presided over by the Lead Independent Director.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees (retainers, committee fees) | 117,750 | Director cash fees paid; program changed 7/1/2024 to $115,000 annual board retainer, eliminated committee member retainers; chair retainers adjusted. |
| Annual board cash retainer (structure) | 100,000 (pre-7/1/24); 115,000 (post-7/1/24) | Paid quarterly; Lead Independent Director receives additional $40,000. |
| Committee member retainers (structure) | A&F $13,000; Q&C $7,500 (pre-7/1/24); eliminated (post-7/1/24) | Committee chair retainers: A&F $25,000; Q&C $20,000 (post-7/1/24). |
| Meeting fees | None disclosed | No per-meeting fees noted. |
- Deferred compensation: Non-employee directors may elect to defer cash or stock grants under the Deferred Compensation Plan for Non-Employee Directors; deferrals may be indexed to cash or company common stock.
- Hedging/pledging: Directors prohibited from hedging and pledging Quest stock; insider trading policy enforces window periods.
Performance Compensation
| Equity Award (2024) | Grant | Quantity | Fair Value ($) | Vesting Terms | Options |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 16, 2024 | 1,482 | 209,966 | RSUs generally vest fully on first anniversary of grant, regardless of continued service; annual options (if granted) become exercisable on first anniversary. | |
| Stock Options | None granted to directors in 2024 | — | — | — | No director stock options outstanding as of proxy date. |
Note: Director equity is time-based (not tied to performance metrics).
Other Directorships & Interlocks
| Company/Institution | Relationship to DGX | Potential Interlock/Conflict Considerations |
|---|---|---|
| CommonSpirit Health (CEO) | Healthcare system; potential customer/partner | Board reviewed ordinary-course commercial relationships with CommonSpirit; determined below NYSE thresholds and did not impair independence. |
| Fortive Corporation (Director) | Industrial/technology company | No DGX competition indicated; standard outside board role. |
| DT Midstream (Former Director) | Energy infrastructure | Prior role; no DGX competition indicated. |
| American Hospital Association (Chair) | Trade association | Industry leadership; no direct DGX conflict disclosed. |
Expertise & Qualifications
- Executive expertise in U.S. healthcare system, governance, strategic planning, market expansion, M&A, performance improvement, and corporate turnaround.
- Brings healthcare operations and compliance oversight relevance to Quality & Compliance Committee membership.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | RSUs/Phantom Units Held | Options Exercisable (60 days) |
|---|---|---|---|---|
| Wright L. Lassiter III | 0 | <1% | 7,994 | 0 |
| As-of date | — | — | March 7, 2025 | — |
- Director stock ownership guidelines: Minimum shareholding requirement equal to five times the annual board cash retainer; until met, must retain 75% of net shares from RSU vestings and option exercises; unvested RSUs count toward guideline.
- Hedging/pledging prohibited for directors.
Governance Assessment
- Committee fit: Membership on Audit & Finance (ERM oversight, financial controls) and Quality & Compliance (billing compliance, fraud/abuse, privacy, medical quality) aligns with his healthcare-system operational background, supporting Board effectiveness in risk, compliance, and quality.
- Independence and conflicts: Board expressly evaluated Quest-CommonSpirit relationships and affirmed independence; no related-person transactions disclosed for 2024—mitigates conflict concerns.
- Attendance and engagement: Met at least 75% attendance threshold in 2024 and attended the annual meeting—adequate engagement signal.
- Compensation and alignment: Mix of cash ($117,750) and time-based RSUs ($209,966) for 2024; no options; equity vests irrespective of continued service, which is common for directors but not performance-based. Stock ownership guideline at 5x retainer and hedging/pledging ban support alignment, though he held no common shares as of March 7, 2025 (RSUs only).
- Shareholder sentiment: Say-on-pay support for executives was ~89% in 2024, indicating broadly favorable investor views on pay practices, indirectly supportive of overall governance.
Red flags to monitor
- Ordinary-course transactions with CommonSpirit: Board currently assesses as immaterial; continue monitoring for changes in scope or terms that could challenge independence.
- Ownership posture: Absence of directly owned common shares (RSUs only) as of March 7, 2025; verify progress toward director ownership guideline over time.