Form 4: DGX Director Adds Phantom Stock Units via Deferral

Quest Diagnostics director Timothy M. Ring acquired 233 phantom stock units through an elective deferral of cash compensation.

Summary

• Timothy M. Ring, a Director at Quest Diagnostics Inc. (DGX), acquired 233 phantom stock units.
• The transaction occurred on October 1, 2025, as an elective deferral of the director's cash compensation.
• These phantom stock units were acquired at a price of $0, as they represent deferred compensation.
• The units are part of the Quest Diagnostics Incorporated Amended and Restated Deferred Compensation Plan for Directors.
• Each phantom stock unit represents an interest in common stock and becomes payable in cash upon Mr. Ring's termination of service as a director.
• Following this transaction, Mr. Ring beneficially owns a total of 17,036.495 phantom stock units.
• The total beneficially owned units include those credited from dividend reinvestment transactions, which are exempt from reporting under Rule 16a-11.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-arranged insider transaction related to director compensation, which is neutral in terms of immediate positive or negative sentiment for the company's operational or financial performance.

Positives

• The acquisition of phantom stock units through elective deferral demonstrates continued alignment of the director's interests with long-term shareholder value.
• Participation in the deferred compensation plan provides a structured approach to director remuneration, linking it to company performance.

Future Outlook

The phantom stock units become payable in cash upon the reporting person's termination of service as a director.

Industry Context

This is a routine insider transaction related to director compensation, common across various industries for aligning executive and director interests with company performance.

Comparison to Industry Standards

• Deferred compensation plans for directors, often involving phantom stock or similar equity-linked instruments, are a standard practice in corporate governance across many publicly traded companies, including those in the healthcare diagnostics sector.
• The structure of deferring cash compensation into phantom units is a common mechanism to incentivize long-term commitment and align director interests with shareholder returns, consistent with best practices observed in companies like LabCorp or other large healthcare providers.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the long-term performance of the company's stock.
• Director (Timothy M. Ring): The transaction represents a component of his compensation structure, deferring cash into equity-linked units.

Next Steps

• The phantom stock units will become payable in cash upon Timothy M. Ring's termination of service as a director.

Key Dates

Keywords

Quest Diagnostics, DGX, Timothy M. Ring, Director Compensation, Phantom Stock Units, Deferred Compensation, Insider Transaction, SEC Form 4