Pay Versus Performance

Below is information about the relationship between executive compensation actually paid to our named executive officers and our financial performance. This information is prepared in accordance with SEC rules and may be different from the compensation information presented above and does not represent the actual amounts earned or realized by our named executive officers. For purposes of the Peer Group Total Shareholder Return column of the Pay Versus Performance Table, we have used the S&P 500 Health Care (Sector) Index, which we also use for purposes of the Stock Performance Graph in our 2024 Annual Report on Form 10-K.

													Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for First PEO		Summary Compensation Table Total for Second PEO		Compensation Actually Paid to First PEO		Compensation Actually Paid to Second PEO		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs		Total Shareholder Return		Peer Group Total Shareholder Return		Net Income (in millions)		Adjusted Diluted Earnings Per Share*
2024	$	14,405,504		N/A	$	24,276,107		N/A	$	3,015,220	$	4,660,134	$	156.31	$	150.51	$	921	$	8.93
2023	$	12,673,834		N/A	$	9,436,647		N/A	$	2,850,271	$	1,985,608	$	139.93	$	132.35	$	908	$	8.71
2022	$	15,678,164	$	11,883,027	$	9,817,267	$	12,708,474	$	3,386,412	$	291,674	$	155.48	$	140.30	$	1,015	$	9.95
2021	$	14,557,818		N/A	$	49,248,658		N/A	$	3,431,291	$	10,580,653	$	168.62	$	143.09	$	2,080	$	14.24
2020	$	14,081,608		N/A	$	30,970,593		N/A	$	3,577,382	$	7,199,065	$	114.04	$	113.45	$	1,499	$	11.18

*	Adjusted Diluted Earnings Per Share is a non-GAAP financial measure. See Annex A for a reconciliation to a financial measure reported under U.S. GAAP.

The following table sets forth, for each year reported in the Pay Versus Performance Table, the principal executive officer or principal executive officers included in the Pay Versus Performance Table and the adjustments (i.e., amounts deducted and added) made to each principal executive officer’s Summary Compensation Table Total to determine the Compensation Actually Paid to each principal executive officer. The valuation methodology (including assumptions) used to the determine the fair value of equity awards for purposes of determining the Compensation Actually Paid to each principal executive officer is the same as set forth in footnote 3 to the “2024 Summary Compensation Table” (see page 45).

Year

PEO

Adjustments made to Summary Compensation Table Total to determine
Compensation Actually Paid

2024

James E. Davis

$8,239,724 of stock awards and $2,843,630 of option awards was subtracted and replaced with:

● $16,427,092 representing year end fair value of stock and option awards granted in 2024 that remained unvested and outstanding at the end of 2024;

● $5,095,869 representing the change in fair value as of the end of 2024 (from the end of the prior fiscal year) of stock and option awards granted prior to 2024 that remained unvested and outstanding at the end of 2024;

● $(712,315), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2024 that vested in 2024, and

● $143,311, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year.

2023

James E. Davis

$7,290,745 of stock awards and $2,499,848 of option awards was subtracted and replaced with:

● $9,387,056, representing year end fair value of stock and option awards granted in 2023 that remained unvested and outstanding at the end of 2023;

● $(2,419,477) representing the change in fair value as of the end of 2023 (from the end of the prior fiscal year) of stock and option awards granted prior to 2023 that remained unvested and outstanding at the end of 2023;

● $(518,557), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2023 that vested in 2023, and

● $104,386, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year.

2022

Stephen H. Rusckowski

$8,350,579 of stock awards and $2,874,884 of option awards was subtracted and replaced with:

● $17,879,280, representing year end fair value of stock and option awards granted in 2022 that remained unvested and outstanding at the end of 2022;

● $(3,439,186) representing the change in fair value as of the end of 2022 (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that remained unvested and outstanding at the end of 2022;

● $(9,191,272), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that vested in 2022, and

● $115,743, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year.

2021

James E. Davis

$8,542,446 of stock awards and $1,249,946 of option awards was subtracted and replaced with:

● $13,893,488, representing year end fair value of stock and option awards granted in 2022 that remained unvested and outstanding at the end of 2022;

● $(757,182), representing the change in fair value as of the end of 2022 (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that remained unvested and outstanding at the end of 2022;

● $(2,556,979), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that vested in 2022; and

● $38,512, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year

Stephen H. Rusckowski

$7,631,057 of stock awards and $2,624,978 of option awards was subtracted and replaced with:

● $23,985,936, representing year end fair value of stock and option awards granted in 2021 that remained unvested and outstanding at the end of 2021;

● $19,873,591, representing the change in fair value as of the end of 2021 (from the end of the prior fiscal year) of stock and option awards granted prior to 2021 that remained unvested and outstanding at the end of 2021;

● $979,266, representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2021 that vested in 2021; and

● $108,082, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year.

2020

Stephen H. Rusckowski

$7,279,883 of stock awards and $2,500,020 of option awards was subtracted and replaced with:

● $12,461,465, representing year end fair value of stock and option awards granted in 2020 that remained unvested and outstanding at the end of 2020;

● $13,275,387, representing the change in fair value as of the end of 2020 (from the end of the prior fiscal year) of stock and option awards granted prior to 2020 that remained unvested and outstanding at the end of 2020;

● $840,514, representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2020 that vested in 2020; and

● $91,523, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year.

The following table sets forth, for each year reported in the Pay Versus Performance Table, the named executive officers (other than the principal executive officer) included in the calculation of the average Compensation Actually Paid to non-principal executive officer named executive officers and the adjustments (i.e., amounts deducted and added) made to the Summary Compensation Table Total of the relevant named executive officers to determine the average Compensation Actually Paid to the relevant named executive officers. The valuation methodology (including assumptions) used to the determine the fair value of equity awards for purposes of determining the average Compensation Actually Paid to the named executive officers is the same as set forth in footnote 3 to the “2024 Summary Compensation Table” (see page 45).

Year

Other NEOs

Adjustments made to Summary Compensation Table Total to determine
Compensation Actually Paid (amounts reported in the table above are
averages for non-NEO PEOS together)

2024

Sam A. Samad
Catherine T. Doherty
Michael E. Prevoznik
Karthik Kuppusamy

$5,686,850 of stock awards and $1,961,935 of option awards was subtracted and replaced with:

● $11,336,605, representing year end fair value of stock and option awards granted in 2024 that remained unvested and outstanding at the end of 2024;

● $3,426,003, representing the change in fair value as of the end of 2024 (from the end of the prior fiscal year) of stock and option awards granted prior to 2024 that remained unvested and outstanding at the end of 2024;

● $(637,395), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2024 that vested in 2024; and

● $103,227, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year.

2023

Sam A. Samad
Catherine T. Doherty
Michael E. Prevoznik
Karthik Kuppusamy

$5,468,524 of stock awards and $1,874,487 of option awards was subtracted and replaced with:

● $7,040,429, representing year end fair value of stock and option awards granted in 2023 that remained unvested and outstanding at the end of 2023;

● $(2,421,347), representing the change in fair value as of the end of 2023 (from the end of the prior fiscal year) of stock and option awards granted prior to 2023 that remained unvested and outstanding at the end of 2023;

● $(835,973), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2023 that vested in 2023; and

● $101,251, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year.

2022

Sam A. Samad
Catherine T. Doherty
Michael E. Prevoznik
Patrick Plewman
Mark J. Guinan
Carrie Eglinton Manner

$10,538,150 of stock awards and $2,950,287 of option awards was subtracted and replaced with:

● $11,363,039, representing year end fair value of stock and option awards granted in 2022 that remained unvested and outstanding at the end of 2022;

● $(1,070,571), representing the change in fair value as of the end of 2022 (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that remained unvested and outstanding at the end of 2022;

● $(10,363,713), representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2022 that vested in 2022;

● $1,801,440, representing the fair value as of the vesting date of stock and option awards granted in 2022 that vested in 2022;

● $(6,904,641), representing the fair value as of December 2021 of stock and option awards granted prior to 2022 that failed to vest in 2022; and

● $94,454, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year.

2021

Mark J. Guinan
James E. Davis
Carrie Eglinton Manner
Catherine T. Doherty

$5,587,942 of stock awards and $2,459,643 of option awards was subtracted and replaced with:

● $18,370,839, representing year end fair value of stock and option awards granted in 2021 that remained unvested and outstanding at the end of 2021;

● $17,193,322, representing the change in fair value as of the end of 2021 (from the end of the prior fiscal year) of stock and option awards granted prior to 2021 that remained unvested and outstanding at the end of 2021;

● $976,420, representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2021 that vested in 2021; and

● $104,453, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year.

2020

Mark J. Guinan
James E. Davis
Carrie Eglinton Manner
Manuel O. Mendez

$5,868,908 of stock awards and $2,580,046 of option awards was subtracted and replaced with:

● $10,627,143, representing year end fair value of stock and option awards granted in 2020 that remained unvested and outstanding at the end of 2020;

● $11,331,221, representing the change in fair value as of the end of 2020 (from the end of the prior fiscal year) of stock and option awards granted prior to 2020 that remained unvested and outstanding at the end of 2020;

● $831,476, representing the change in fair value as of the vesting date (from the end of the prior fiscal year) of stock and option awards granted prior to 2020 that vested in 2020; and

● $145,844, representing the amount of dividend equivalents paid on equity awards in the fiscal year prior to the vesting date that is not otherwise reflected in the fair value of such award or included in total compensation for the covered fiscal year.

For purposes of the Peer Group Total Shareholder Return column of the Pay Versus Performance Table, we have used the S&P 500 Health Care (Sector) Index, which we also use for purposes of the Stock Performance Graph in our 2024 Annual Report on Form 10-K.

Peer Group Issuers, Footnote

For purposes of the Peer Group Total Shareholder Return column of the Pay Versus Performance Table, we have used the S&P 500 Health Care (Sector) Index, which we also use for purposes of the Stock Performance Graph in our 2024 Annual Report on Form 10-K.

PEO Actually Paid Compensation Amount

Non-PEO NEO Average Total Compensation Amount

$ 3,015,220

2,850,271

$ 3,386,412

3,431,291

3,577,382

Adjustment to Non-PEO NEO Compensation Footnote