A Agilent Technologies

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

SCHEDULE 14A

 

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	☐		Soliciting Material Pursuant to §240.14a-12

 

AGILENT TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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	☐		Fee paid previously with preliminary materials.
	☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

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5301 Stevens Creek Blvd.

Santa Clara, California 95051 (800) 227-9770

Notice of Annual Meeting of Stockholders

 

TIME:		8:00 a.m., Pacific Time, on Thursday, March 13, 2025
PLACE:		5301 Stevens Creek Blvd.
		Santa Clara, California 95051
AGENDA:	1.	To elect two directors to a three-year term. At the annual meeting, the Board of Directors intends to present the following nominees for election as directors:
		• Otis W. Brawley, M.D. and • Mikael Dolsten, M.D., Ph.D.
	2.	To approve, on a non-binding advisory basis, the compensation of our named executive officers.
	3.	To ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
	4.	To approve an amendment to Article X of the Second Amended and Restated Certificate of Incorporation (the “Certificate”) to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions of the Certificate.
	5.	To vote on a stockholder proposal to elect each director annually, if properly presented.
	6.	To consider such other business as may properly come before the annual meeting.
RECORD DATE:		You are entitled to vote at the annual meeting and at any adjournments, postponements or continuations thereof if you were a stockholder at the close of business on January 23, 2025.
VOTING:		For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a hard copy of the proxy statement, on your enclosed proxy card.
ADMISSION:		To attend the annual meeting, you will need to have pre-registered by 5:00 p.m., Pacific Time, on March 3, 2025. Specific instructions on pre-registration can be found in the General Information section of this proxy statement.   In addition to pre-registering, to be admitted to the annual meeting, you must present proof of ownership of our stock as of the record date. This can be a brokerage statement or letter from a bank or broker indicating ownership on January 23, 2025, the Notice of Internet Availability of Proxy Materials, a proxy card, or legal proxy or voting instruction card provided by your broker, bank or nominee. You may also be asked to present a form of photo identification such as a driver’s license or passport. The annual meeting will begin promptly at 8:00 a.m., Pacific Time.
WEBCAST:		If you are unable to attend the annual meeting in person, you may listen through the Internet or by telephone. To listen to the live webcast, log on at www.investor.agilent.com and select the link for the webcast. To listen by telephone, please call (800) 715-9871 (international callers should dial (646) 307-1963). The meeting identification number is 87316. The webcast will begin at 8:00 a.m., Pacific Time and will remain on the company’s website for one year. You cannot record your vote or ask questions on this website or at this phone number.

 

	By Order of the Board of Directors
	Bret DiMarco
	Senior Vice President, Chief Legal Officer and Secretary

This proxy statement and the accompanying proxy card are being first sent or given to the stockholders on or about January 31, 2025.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This proxy statement contains forward-looking statements as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is subject to the safe harbors created therein. The forward-looking statements contained herein are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on the beliefs and assumptions of our management and on currently available information. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our annual report on Form 10-K for the fiscal year ended October 31, 2024. We undertake no responsibility to publicly update or revise any forward-looking statement.

 

PROXY SUMMARY

 

The following is a summary which highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you are urged to read the entire proxy statement carefully before voting.

 

Voting Matters and Vote Recommendations

 

We currently expect to consider five items of business at the 2025 annual meeting. The following table lists those items of business and our Board’s vote recommendations.

 

	PROPOSAL	BOARD RECOMMENDATION	REASONS FOR RECOMMENDATION	MORE INFORMATION
(1)	Election of two directors to a three-year term	FOR	The Board and the Nominating/Corporate Governance Committee believe our nominees possess the skills, experience and qualifications to effectively monitor performance, provide oversight and support management’s execution of our long-term strategy.	7
(2)	Advisory vote to approve the compensation of our named executive officers	FOR	Our executive compensation program incorporates a number of compensation governance best practices and aligns to our commitment to pay for performance.	56
(3)	Ratification of the independent registered public accounting firm	FOR	Based on their assessment, the Board and the Audit and Finance Committee believe that the appointment of PricewaterhouseCoopers LLP is in the best interests of the company and our stockholders.	57
(4)	Approval of amendment to the Certificate to remove supermajority voting provisions	FOR	The Board believes it is in the best interests of stockholders to remove the supermajority voting requirements contained in the Certificate.	60
(5)	To vote on a stockholder proposal to elect directors annually	NO RECOMMENDATION	The Board makes no recommendation on this proposal.	62

 

Director Nominees

 

Our Board is currently divided into three classes serving staggered three-year terms. The following table provides summary information about each of the two director nominees who are being voted on at the annual meeting.

 

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NAME	AGE	DIRECTOR SINCE	OCCUPATION		COMMITTEE MEMBERSHIPS
Otis W. Brawley, M.D.	65	2021	Bloomberg Distinguished Professor of Oncology and Epidemiology		 Compensation  Nominating/Corporate Governance
			Johns Hopkins University
Mikael Dolsten, M.D., Ph.D.	66	2021	President of Worldwide Research, Development and Medical, Chief Scientific Officer and Executive Vice President		 Audit and Finance  Nominating/Corporate Governance
			Pfizer, Inc.

 

Corporate Governance

 

The Board is committed to sound and effective governance practices that it believes promote long-term stockholder value and strengthen Board and management accountability to our stockholders, customers and other stakeholders. The following table highlights many of our key governance practices. Specific details on our governance practices can be found starting on page 16.

 

✓	Nine of our ten directors are independent	✓	Annual Board self-assessment process, including peer evaluations
✓	Independent standing Board committees	✓	Majority voting and director resignation policy in uncontested director elections
✓	Strong independent Chairperson	✓	Continued assessment of highly qualified, diverse and independent candidates for nomination to the Board
✓	Regular meetings of our independent directors without management present	✓	Strong focus on pay-for-performance
✓	Diverse Board with an effective mix of skills, experience and perspectives	✓	Proactive stockholder engagement
✓	Two new independent directors added during the past five years	✓	Policies prohibiting hedging, short selling and pledging of our common stock
✓	Varied lengths of Board tenure with an average tenure of ten years	✓	Robust stock ownership guidelines for executive officers and directors
✓	Proxy access for our stockholders	✓	Robust enterprise risk management approach, overseen by the Board through its Audit and Finance Committee

 

Stockholder Engagement

 

We have a year-around stockholder engagement program that reaches a wide variety of stockholders, market participants and potential investors. This program involves periodic discussions with respect to various matters that may be of interest, such as our business, financial and operating performance, corporate governance initiatives, environmental, social responsibility and governance-related disclosures and practices, diversity and inclusion topics, human capital management, risk management, compensation and corporate priorities. Feedback and perspectives from investors gathered from our engagement programs are regularly considered by our management team and Board, as the company seeks to incorporate valuable investor insights into deliberations and decision-making processes.

 

Responsiveness to 2024 Stockholder Proposal to Eliminate Supermajority Voting Thresholds

 

In response to the support received at our 2024 annual meeting for the stockholder proposal requesting that we eliminate supermajority voting thresholds in our Certificate and Bylaws, and at the direction of the Board, members of our Board and management conducted outreach to the holders representing over sixty-five percent (65%) of our stock to seek feedback from stockholders on the matter. A significant portion of our stockholder base indicated their support for removing supermajority voting thresholds from our Certificate and Bylaws. The feedback we received from our stockholders on this topic was reviewed and discussed with the Board. After careful consideration of the results of the proposal and the stockholder feedback we received, as well as a review of market practices, the Board has recommended that stockholders approve an amendment to Agilent’s Certificate to eliminate the supermajority voting thresholds. The Board has also separately approved amendments to Agilent’s Bylaws to eliminate the supermajority voting thresholds contained therein.

 

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Oversight of Cybersecurity Risk

 

Our security program is based on industry standards including ISO 27002 Code of Practice, NIST and the COBIT 5 Framework. Our policies, standards and operating procedures provide a comprehensive approach to maintain the confidentiality, integrity, and availability of the data and systems in our environment in order to meet our business goals and customer needs.

 

Security is a company-wide approach, and we continuously invest in our people, processes and tools to strengthen our security posture to protect both Agilent’s and our customers’ data. This includes educating our workforce on an on-going basis of cybersecurity threats and their role in our overall security approach. All users, including our employees and third party contractors, are required to complete annual training and to confirm their understanding of and compliance with our “Acceptable Use of Information Systems Policy” to retain access to our systems.

 

To support our company-wide approach, we have a dedicated IT Information Security and Risk Management (ISRM) department that is accountable for the following key areas: policy, standards and operating procedures, IT compliance, IT risk management, threat and vulnerability management, security awareness and security operations, which includes comprehensive security incident management, reporting and response protocols that are tested and maintained on a regular basis. We also engage external consultants to complete independent program and capability assessments, including scanning of our systems for vulnerabilities. The head of our ISRM organization, together with our Chief Information Officer, provide periodic updates to the Audit and Finance Committee regarding our cybersecurity program, including information about cyber risk management governance and status updates on various projects intended to enhance the overall cybersecurity posture of the company.

 

Corporate Social Responsibility (including as to ESG Matters)

 

We are strongly committed to progress on environmental, social responsibility and governance (ESG) issues. This commitment is an important part of our mission – to advance the quality of life – and aligned with our core business objectives. In the past year, we have continued to take proactive actions to protect the health and safety of our employees, customers, partners and suppliers. We announced our commitment to achieve net-zero greenhouse gas emissions by 2050. We believe that, with our culture of innovation, we are in a strong position to contribute important solutions to reducing greenhouse gas emissions. As a company, we are committed to continued sustainable business operations, thoughtful social responsibility initiatives and maintaining governance structures that promote effective oversight.

 

Environmental Sustainability

 

In fiscal year 2021, we announced our commitment to achieve net-zero greenhouse gas emissions no later than 2050. To achieve these goals, we have also committed to interim greenhouse gas reduction targets. By 2030, we aim to reduce absolute scope 1 and 2 emissions by 50% and scope 3 emissions by at least 30% (with a stretch goal of 40%) from a base year of 2019. In addition, we plan to continue to invest in renewable energy and focus on three areas where our carbon footprint is greatest: purchased goods and services, sold products, and transportation and distribution. As part of our climate action plan, we have established near and long-term emission reduction targets to limit planetary warming to 1.5°C above pre-industrial levels which have been approved by the Science Based Targets initiative ("SBTi"). To provide investors with meaningful sustainability information, we also announced that we are adopting the Task Force on Climate-related Financial Disclosures (TCFD) recommendations for disclosing climate-related risks, alongside our reporting in accordance with standards promulgated by the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI).

 

Diversity and Inclusion

 

As a global company, much of our success is rooted in the diversity of our teams and our commitment to inclusion. We value diversity at all levels and continue to focus on extending our diversity and inclusion initiatives across our entire workforce, from providing managers transparency of their workforce pay equity to working with managers to develop strategies for building diverse teams and promoting the advancement of leaders from different backgrounds. Agilent is committed to creating a diverse work environment and is proud to be an equal opportunity employer. We believe in an inclusive workforce, where employees from a number of cultures and countries are engaged and encouraged to leverage their collective talents. As of October 31, 2024, approximately 50% of our Board is comprised of directors representing historically underrepresented groups as of the date of this

 

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report. We have launched a number of company-wide initiatives including employee-network groups aimed at promoting engagement of traditionally historically underrepresented groups of employees.

 

Oversight and Management of Corporate Social Responsibility (including as to ESG Matters)

 

Our Board, through its Nominating/Corporate Governance Committee, oversees Agilent’s ESG program and the progress of our ESG efforts and initiatives. The Nominating/Corporate Governance Committee formally reviews our ESG efforts, including our sustainability initiatives, within the organization and reports to the Board on a regular basis. The Nominating/Corporate Governance Committee charter is located in the Investor Relations section of our website and can be accessed by clicking on “Committee Charters” or “Governance Documents” in the “Governance” section of our investor relations web page at www.investor.agilent.com. The Board and its Compensation Committee oversee the administration of the company’s employee benefits, including health and compensation plans.

 

For more information, refer to our annual Environmental, Social and Governance report, which is available on our website. Our Environmental, Social and Governance report and website are not part of or incorporated by reference into this proxy statement.

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2025 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

	Page
PROPOSAL 1 – ELECTION OF DIRECTORS	7
Director Nominees for Election to New Three-Year Terms That Will Expire in 2028	8
Directors Whose Terms Expire in 2026	9
Directors Whose Terms Expire in 2027	11
COMPENSATION OF NON-EMPLOYEE DIRECTORS	14
Summary of Non-Employee Director Annual Compensation for the 2024 Plan Year	14
Non-Employee Director Compensation for Fiscal Year 2024	14
Non-Employee Director Reimbursement	15
Non-Employee Director Stock Ownership Guidelines	15
CORPORATE GOVERNANCE	16
Board Leadership Structure	16
Board’s Role in Strategy and Risk Oversight	17
Majority Voting for Directors	17
Board Communications	17
Director Stockholder Meeting Attendance	18
Director Independence	18
Compensation Committee Member Independence	18
Director Nomination Criteria: Qualifications and Experience	18
Committees of the Board of Directors	20
Related Person Transactions Policy and Procedures	21
Transactions with Related Persons	22
COMPENSATION DISCUSSION AND ANALYSIS	24
Executive Summary	24
Additional Information	38
COMPENSATION COMMITTEE REPORT	41
EXECUTIVE COMPENSATION	42
Summary Compensation Table	42
Grants of Plan-Based Awards	44
Outstanding Equity Awards at Fiscal Year-End	45
Option Exercises and Stock Vested	46
Pension Benefits	47
Non-Qualified Deferred Compensation	48
Termination and Change of Control Arrangements	50
CEO Pay Ratio	51
PROPOSAL 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	56
PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	57
AUDIT MATTERS	58
Fees Paid to PricewaterhouseCoopers LLP	58
Auditor Independence	58
Policy on Preapproval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	58
AUDIT AND FINANCE COMMITTEE REPORT	59
PROPOSAL 4 – AMENDMENT OF AGILENT’S CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING REQUIREMENTS	60
PROPOSAL 5 – ELECT EACH DIRECTOR ANNUALLY	62
BENEFICIAL OWNERSHIP	64
Stock Ownership of Certain Beneficial Owners	64
Stock Ownership of Directors and Officers	65
Section 16(a) Beneficial Ownership Reporting Compliance	65
GENERAL INFORMATION	66
APPENDIX A	A-1
APPENDIX B	B-1

 

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PROPOSAL 1 – ELECTION OF DIRECTORS

 

Our Board is divided into three classes serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. Our Bylaws, as amended, allow the Board to fix the number of directors by resolution. Our Board currently consists of ten directors divided into three classes.

 

The terms of our two directors Class I will expire at this annual meeting. The current composition of the Board and the term expiration dates for each director are as follows:

 

Class		Directors	Term Expires
I		Otis W. Brawley, M.D. and Mikael Dolsten, M.D., Ph.D.	2025
II		Heidi K. Kunz, Sue H. Rataj, George A. Scangos, Ph.D. and Dow R. Wilson	2026
III		Mala Anand, Koh Boon Hwee, Padraig McDonnell and Daniel K. Podolsky, M.D.	2027

 

Please review our Director Qualifications Matrix and related disclosure below for deeper insight into the skills, experiences and diversity of our carefully constructed Board of Directors as a whole.

 

About Agilent

 

Agilent Technologies Inc. is a global leader in analytical and clinical laboratory technologies, delivering insights and innovation that help our customers bring great science to life. Agilent’s full range of solutions includes instruments, software, services, and expertise that provide trusted answers to our customers' most challenging questions. During fiscal year 2024, our three business segments were comprised of the life sciences and applied markets business, the diagnostics and genomics business and the Agilent CrossLab business. Beginning with the first quarter of fiscal year 2025, our three business segments are comprised of life sciences and diagnostics markets, applied markets and Agilent CrossLab.

 

Director Qualification and Diversity Matrix

 

The members of the Board have a diversity of experience and a wide variety of backgrounds, skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of our stockholders. The following matrix is provided to illustrate the knowledge, skills and experience of the directors that serve on our Board, as well as certain diverse characteristics. The matrix does not encompass all of the knowledge, skills and experience of our directors, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. However, a mark indicates a specific area of focus or expertise that the director brings to our Board. The determination of which particular knowledge, skill or experience is an area of focus or expertise for a director is based on their prior business and industry experience, training and background. More information on each director’s qualifications and background can be found in the following director biographies. We regularly review the attributes required of Board members in order to better facilitate our long-term goals and operational performance, enhance our corporate culture and promote diversity and inclusiveness at our company. We continue to look at refreshment of the Board especially in light of the transition period we are in.

 

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Category	Anand	Brawley	Dolsten	Koh	Kunz	McDonnell	Podolsky	Rataj	Scangos	Wilson
Knowledge, Skills and Experience
International			✓	✓		✓		✓		✓
Life Sciences/ Healthcare		✓	✓		✓	✓	✓		✓	✓
Technology/ Innovation Strategy	✓	✓	✓	✓			✓	✓	✓
M&A				✓		✓				✓
Public Company Executive	✓		✓	✓	✓	✓		✓	✓	✓
Accounting/Finance					✓					✓
Branding/Marketing	✓							✓
Regulatory		✓	✓		✓		✓	✓	✓	✓
Age, Gender, Race/Ethnicity
Age	57	65	66	74	70	53	71	67	76	65
Gender	F	M	M	M	F	M	M	F	M	M
Race/Ethnicity*	A	AA	C	A	C	C	C	C	C	C

 

 

*	“C” refers to Caucasian
	“A” refers to Asian/Pacific Islander
	“AA” refers to African American

 

Director Nominees for Election to New Three-Year Terms That Will Expire in 2028

 

Directors elected at the 2025 annual meeting will hold office for a three-year term expiring at the annual meeting in 2028 (or until their respective successors are elected and qualified, or until their earlier death, resignation or removal). All nominees are currently serving as our directors. To the best knowledge of the Board, all of the nominees are able and willing to serve. Each nominee has consented to be named in this proxy statement and to serve if elected. Information regarding each nominee is provided below as of December 31, 2024. There are no family relationships among our executive officers and directors.

 

OTIS W. BRAWLEY, M.D.
Age: 65	Board Committees:		Other Public Directorships:
Director Since: November 2021	•	Compensation	•	Incyte Corporation
	•	Nominating/Corporate Governance	•	Lyell Immunopharma, Inc.
			•	PDS Biotechnology Corp
	Former Public Directorships Held During the Past Five Years:
	•	None

 

Dr. Brawley has served as the Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University since 2019. Dr. Brawley served as the Chief Medical and Scientific Officer at the American Cancer Society from 2007 to 2018. He served as an Internist and Oncologist and Professor of Hematology, Oncology, Medicine and Epidemiology at Emory University from 2001 to 2018. Dr. Brawley has served on the Board of Directors of Incyte Corporation, a public biotechnology company, since September 2021. He has served on the Board of Directors of Lyell Immunopharma, Inc., a public biotechnology company, since April 2021. He has served on the Board of Directors of PDS Biotechnology Corp, a public biotechnology company, since November 2020.

 

Qualifications

 

Dr. Brawley brings to the Board scientific expertise and relevant insight into healthcare delivery through his current responsibilities in a leading large academic medical center. In addition, Dr. Brawley brings considerable public company director experience.

 

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MIKAEL DOLSTEN, M.D., Ph.D.
Age: 66	Board Committees:		Other Public Directorships:
Director Since: September 2021	•	Audit and Finance	•	Vimian Group
	•	Nominating/Corporate Governance
	Former Public Directorships Held During the Past Five Years:
	•	Karyopharm Therapeutics Inc.

 

Dr. Dolsten has served as President of Worldwide Research, Development and Medical, Chief Scientific Officer and Executive Vice President of Pfizer, Inc. since 2010. In July 2024, Dr. Dolsten announced his retirement from Pfizer to occur sometime in 2025. He has served as President of Worldwide Research and Development and Senior Vice President of Pfizer from May 2010 until December 2010 and President of Pfizer BioTherapeutics Research & Development Group and Senior Vice President of Pfizer from 2009 until 2010. From 2008 to 2009, Dr. Dolsten served as Senior Vice President of Wyeth Pharmaceuticals, Inc., a public biopharmaceutical company that was acquired by Pfizer in 2009, and President of Wyeth Research from 2008 to 2009. Prior to joining Wyeth, Dr. Dolsten was a Private Equity Partner at Orbimed Advisors, LLC and Executive Vice President, Head of Pharma Research at Boehringer Ingelheim, a pharmaceutical company. Dr. Dolsten also previously held research leadership positions at AstraZeneca plc, Pharmacia and Upjohn Company. Dr. Dolsten served on the Board of Directors of Karyopharm Therapeutics Inc., a public pharmaceutical company from March 2015 to December 2021. Dr. Dolsten has served on the Board of Directors of Vimian Group, a public company supporting veterinary professionals, since April 2021.

 

Qualifications

 

Dr. Dolsten has significant experience in the pharmaceutical and biotechnology industries, including his experience serving in senior management positions with Pfizer, Wyeth Pharmaceuticals, Inc., Boehringer Ingelheim, AstraZeneca plc, Pharmacia and Upjohn Company. In addition, Dr. Dolsten brings considerable public company director experience as well as extensive experience within our industry and expertise in business finance.

 

Vote Required

 

Under our majority voting standard, in uncontested elections of directors, such as this election, each director must be elected by the affirmative vote of a majority of the votes cast by the shares present at the annual meeting or represented by proxy and entitled to vote. A “majority of the votes cast” means that the number of votes cast “FOR” a director must exceed 50% of the votes cast with respect to that director, including votes to withhold authority. Abstentions and broker non-votes will not count as a vote cast and thus will have no effect in determining whether a director nominee has received a majority of the votes cast.

 

The Board of Directors recommends a vote FOR the election to the Board of each of the foregoing nominees.

 

The directors whose terms are not expiring this year and who will continue to serve as a director are listed below. They will continue to serve as directors for the remainder of their terms or such other date, in accordance with our Bylaws. Information regarding each of such directors is provided below as of December 31, 2024.

 

Directors Whose Terms Expire in 2026

 

HEIDI K. KUNZ
Age: 70	Board Committees:		Other Public Directorships:
Director Since: February 2000	•	Compensation	•	Phathom Pharmaceuticals, Inc.
	•	Nominating/Corporate Governance
	Former Public Directorships Held During the Past Five Years:
	•	Avanos Medical, Inc.
	•	Financial Engines, Inc.
	•	Icosavax, Inc.

 

Ms. Kunz was a member of the Board of Directors of Icosavax, Inc. from May 2021 to February 2024. She has served as a member of the Board of Directors of Phathom Pharmaceuticals, Inc. since September 2019. She previously served as Executive Vice President and Chief Financial Officer of Blue Shield of California from 2003 through 2012 and as Executive Vice President and the Chief Financial

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Officer of Gap, Inc. from 1999 to 2003. Prior thereto, Ms. Kunz served as the Chief Financial Officer of ITT Industries, Inc. from 1995 to 1999. From 1979 to 1995, she held senior financial management positions at General Motors Corporation, including Vice President and Treasurer.

 

Qualifications

 

Ms. Kunz possesses significant experience in management and financial matters, having served as the Chief Financial Officer of both public and private companies. Ms. Kunz previously served as the chairperson of our Audit and Finance Committee and is qualified as a financial expert under SEC guidelines. In addition, Ms. Kunz has considerable experience and expertise with our company having been a member of the Board for over 10 years. In addition, Ms. Kunz brings considerable public company director experience.

 

SUE H. RATAJ
Age: 67	Board Committees:		Other Public Directorships:
Director Since: September 2015	•	Audit and Finance	•	None
	•	Nominating/Corporate Governance
	Former Public Directorships Held During the Past Five Years:
	•	Cabot Corporation

 

Ms. Rataj was a member of the Board of Directors of Cabot Corporation from September 2011 to May 2024. She retired as the non-Executive Chairman of the Board in October 2023. She was Chief Executive, Petrochemicals for BP, a global energy company, until she retired in April 2011. In this role, she held responsibility for all of BP’s global petrochemical operations. Prior thereto, Ms. Rataj held a variety of senior management positions with BP, most recently serving as Group Vice President, Health, Safety, Operations and Technology for the Refining and Marketing Segment.

 

Qualifications

 

Ms. Rataj possesses significant leadership experience and business expertise from her executive positions with BP. Ms. Rataj has lived and worked extensively in the Asia Pacific and European regions and brings a global perspective to the Board. In addition, Ms. Rataj brings public company director experience and knowledge of public company management and governance practices.

 

GEORGE A. SCANGOS, Ph.D.
Age: 76	Board Committees:		Other Public Directorships:
Director Since: January 2011	•	Compensation (Chair)	•	VIR Biotechnology, Inc.
	•	Nominating/Corporate Governance	•	Voyager Therapeutics, Inc.
	Former Public Directorships Held During the Past Five Years:
	•	Biogen Inc.
	•	Exelixis, Inc.

 

Dr. Scangos retired as Chief Executive Officer of Vir Biotechnology in April 2023. He has served as a director of Vir Biotechnology, Inc. since January 2017. Dr. Scangos has also served on the Board of Directors of Voyager Therapeutics, Inc. since May 2023. He is a co-founder and the Chairperson of the Board of Rezo Therapeutics, Inc. since May 2023. From July 2010 to January 2017, Dr. Scangos served as the Chief Executive Officer and is a member of the Board of Directors of Biogen Inc., a biopharmaceutical company. From 1996 to July 2010, Dr. Scangos served as the President and Chief Executive Officer of Exelixis, Inc., a drug discovery and development company. From 1993 to 1996, Dr. Scangos served as President of Bayer Biotechnology, where he was responsible for research, business development, process development, manufacturing, engineering and quality assurance of Bayer’s biological products. Before joining Bayer in 1987, Dr. Scangos was a Professor of Biology at Johns Hopkins University for six years. Dr. Scangos served as the Chair of the California Healthcare Institute in 2010 and was a member of the Board of the Global Alliance for TB Drug Development from 2006 until 2010. He serves on the Board of Advisors of the University of California, San Francisco and is currently an Adjunct Professor of Biology at Johns Hopkins University.

 

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Qualifications

 

Dr. Scangos has extensive training as a scientist, significant knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, and a comprehensive leadership background resulting from service on various boards of directors and as an executive in the pharmaceutical industry.

 

DOW R. WILSON
Age: 65	Board Committees:		Other Public Directorships:
Director Since: March 2018	•	Audit and Finance (Chair)	•	Siemens Healthineers AG
	•	Nominating/Corporate Governance
	Former Public Directorships Held During the Past Five Years:
	•	Varex Imaging Corporation
	•	Varian Medical Systems, Inc.

 

Mr. Wilson was appointed to serve on the Board of Directors of Siemens Healthineers AG in February 2023. He retired as President and Chief Executive Officer of Varian Medical Systems, Inc. in April 2021, a position he held since September 2012. Prior to that, Mr. Wilson served in various capacities with Varian, including Executive Vice President and Chief Operating Officer from October 2011 to September 2012 and Vice President, Varian Medical and President of Varian Medical Oncology Systems business from January 2005 to September 2011. Prior to joining Varian Medical in 2005, Mr. Wilson held various senior management positions with GE Healthcare, a diversified industrial company.

 

Qualifications

 

Mr. Wilson has a deep knowledge of the medical and healthcare industries as well as significant experience in management and financial matters through serving as President and Chief Executive Officer of Varian Medical Systems. He also has critical insight into operational requirements of a company with worldwide reach, knowledge of corporate and business unit strategies and operational expertise, gained from his executive management experience at GE Healthcare and Varian Medical Systems. In addition, Mr. Wilson brings public company director experience and knowledge of public company management and governance practices.

 

Directors Whose Terms Expire in 2027

 

MALA ANAND
Age: 57	Board Committees:		Other Public Directorships:
Director Since: March 2019	•	Compensation	•	None
	•	Nominating/Corporate Governance
	Former Public Directorships Held During the Past Five Years:
	•	None

 

Ms. Anand has served as Corporate Vice President, Customer Experience of Microsoft since November 2019. Prior to joining Microsoft, she served as President, Intelligent Enterprise Solutions and Industries of SAP SE from October 2016 to October 2019. Ms. Anand served as Senior Vice President, Data & Analytics and Automation Software Platform group at Cisco Systems, Inc. from July 2014 to October 2016 and as Vice President and General Manager, Services Platform Group at Cisco from October 2007 to June 2014, and she holds multiple technology patents. Prior to that, Ms. Anand held various senior executive positions in software products, go-to-market, services, and technology businesses and served as entrepreneur in residence for Kleiner Perkins Caufield and Byers, a venture capital firm.

 

Qualifications

 

Ms. Anand possesses significant leadership and experience in software and analytics, which provides her valuable insight into the role of digital technology in the life science field. In addition, Ms. Anand has executive and operation expertise gained from executive management experience at large, global organizations.

 

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KOH BOON HWEE
Age: 74	Board Committees:		Other Public Directorships:
Director Since: May 2003	•	Executive	•	Singapore Exchange Ltd.
	•	Nominating/Corporate Governance (Chair)
	Former Public Directorships Held During the Past Five Years:
	•	Far East Orchard Ltd.
	•	Yeo Hiap Seng Limited
	•	Sunningdale Tech, Ltd. (formerly a public company)

 

Mr. Koh has served as the non-Executive Chairperson of our Board since March 2017. As of January 2023, Mr. Koh is the non-Executive Chairman of the Singapore Exchange Ltd. He has been the managing partner of Altara Ventures Pte. Ltd., a venture capital fund, since December 2011. Mr. Koh has served as the non-Executive Chairperson of Sunningdale Tech Ltd., a privately held company, since April 2021. He served as the non-Executive Chairperson of Sunningdale Tech Ltd., a public company, from January 2009 to March 2021 and served as its Executive Chairperson and Chief Executive Officer from July 2005 to January 2009. He served as the non-Executive Chairperson of Far East Orchard Ltd. from April 2013 to April 2022; served as the non-Executive Chairperson of Yeo Hiap Seng Ltd. from April 2010 to December 2019; as Executive Director of MediaRing Limited from February 2002 to August 2009; Chairperson of DBS Bank Ltd. from January 2006 to April 2010; Chairperson of Singapore Airlines from July 2001 to December 2005 and Chairperson of Singapore Telecom from April 1992 to August 2001. Mr. Koh spent fourteen years with Hewlett-Packard Company in its Asia Pacific region.

 

Qualifications

 

Mr. Koh possesses a strong mix of leadership and operational experience from his various senior positions with Sunningdale Tech, MediaRing Limited, DBS Bank, Singapore Airlines and Singapore Telecom. In addition, Mr. Koh has deep experience in the Asia Pacific region and brings that knowledge and perspective to the Board. Mr. Koh has extensive experience with our company and its predecessor, Hewlett-Packard, having served on our Board for over 10 years and having spent 14 years with Hewlett-Packard. In addition, Mr. Koh brings public company director experience and knowledge of public company management and governance practices.

 

PADRAIG MCDONNELL
Age: 53	Board Committees:		Other Public Directorships:
Director Since: May 2024	•	Executive	•	None
	Former Public Directorships Held During the Past Five Years:
	•	None

 

Mr. McDonnell has served as our President and Chief Executive Officer since May 2024. From February 2024 to May 2024, he served as Senior Vice President, Chief Operating Officer and CEO-elect. Mr. McDonnell served as Chief Commercial Officer and President, Agilent CrossLab Group from November 2021 to February 2024. From May 2020 to November 2021, he served as Senior Vice President, Agilent and President, Agilent CrossLab Group. From November 2016 to April 2020, he served as our Vice President and General Manager of the Chemistries and Supplies Division. Prior to that, he served as our Vice President and General Manager of EMEAI Laboratory Solutions Sales. Mr. McDonnell has previously held a variety of positions with Agilent and Hewlett-Packard Company.

 

Qualifications

 

Mr. McDonnell has broad and deep experience with the company and its businesses having been an employee of the company and its predecessor, Hewlett-Packard, for over 26 years. During the course of his career, he has developed considerable expertise in, and in-depth knowledge of, our businesses from the perspective of an individual contributor and at numerous levels of management. This perspective, as well as serving as the Company's Chief Executive Officer, gives valuable insight to the Board.

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DANIEL K. PODOLSKY, M.D.
Age: 71	Board Committees:		Other Public Directorships:
Director Since: July 2015	•	Audit and Finance	•	None
	•	Nominating/Corporate Governance
	Former Public Directorships Held During the Past Five Years:
	•	None

 

Dr. Podolsky has served as President of the University of Texas Southwestern Medical Center, a leading academic medical center, patient care provider and research institution, since September 2008. Previously Dr. Podolsky also served concurrently as Mallinckrodt Professor of Medicine at Harvard Medical School and the Chief of Gastroenterology at Massachusetts General Hospital. From 2005 to 2008, Dr. Podolsky served as Chief Academic Officer and Faculty Dean, Academic Programs of Partners Healthcare System, Inc., a non-profit health care system committed to patient care, research, teaching and service. Dr. Podolsky holds the Philip O’Bryan Montgomery, Jr., M.D. Distinguished Presidential Chair in Academic Administration, and the Charles Cameron Sprague Distinguished Chair in Biomedical Science. He is a member of the Board of the Southwestern Medical Foundation.

 

Qualifications

 

Dr. Podolsky brings scientific expertise to the Board, and his current responsibilities in leading a large academic medical center give him relevant insight into healthcare delivery.

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

 

Directors who are employed by us do not receive any compensation for their Board services. As a result, Mr. McDonnell, our Chief Executive Officer, received no additional compensation for his services as a director. The general policy of the Board is that compensation for non-employee directors should be a mix of cash and equity-based compensation that is competitive with the compensation paid to non-employee directors within our peer group. The non-employee directors’ compensation plan year begins on March 1 of each year (the “Plan Year”).

 

Summary of Non-Employee Director Annual Compensation for the 2024 Plan Year

 

The table below sets forth the annual retainer, equity grants and applicable committee retainers for the non-employee directors and the Non-Executive Chairperson for the 2024 Plan Year. Each non-employee director may elect to defer all or part of the cash compensation to the 2005 Deferred Compensation Plan for Non-Employee Directors (“Director Deferral Plan”). Any deferred cash compensation is notionally invested into deferred shares of our common stock.

 

Board Compensation Elements
		Member (1)	Chair (2)
Board Cash Retainer		$105,000	$155,000
Audit and Finance Committee Retainer		$10,000	$25,000
Compensation Committee Retainer		-	$20,000
Nominating/Corporate Governance Committee Retainer		-	-
Annual Stock Grant (3)		$235,000	value

 

 

 

A non-employee director who joins the Board after the start of the Plan Year will have his or her cash retainer, equity grant and applicable committee retainer pro-rated based upon the remaining days in the Plan Year that the director will serve.

 

Non-Employee Director Compensation for fiscal year 2024

 

The table below sets forth information regarding the compensation earned by each of our non-employee directors during the fiscal year ended October 31, 2024:

 

		Cash		Non-Executive		Committee		Audit Committee		Stock
		Retainer (1)		Chair Retainer (1)		Chair Retainer (1)		Member Retainer (1)		Awards (2)(3)		Total
Name		($)		($)		($)		($)		($)		($)
Mala Anand		105,000		-		-		-		247,471		352,471
Hans E. Bishop(4)		105,000		-		-		-		247,471		352,471
Otis W. Brawley, M.D.		105,000		-		-		-		247,471		352,471
Mikael Dolsten, M.D., Ph.D.		105,000		-		-		10,000		247,471		362,471
Koh Boon Hwee (5)		105,000		155,000		-		-		247,471		507,471
Heidi Kunz		105,000		-		-		-		247,471		352,471
Daniel K. Podolsky, M.D.		105,000		-		-		10,000		247,471		362,471
Sue H. Rataj		105,000				-		10,000		247,471		362,471
George A. Scangos, Ph.D.		105,000		-		20,000		-		247,471		372,471
Dow R. Wilson		105,000		-		25,000		-		247,471		377,471

 

 

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Non-Employee Director Reimbursement

 

Non-employee directors are reimbursed for travel and other out-of-pocket expenses incurred in connection with their service on our Board.

 

Non-Employee Director Stock Ownership Guidelines

 

Non-employee directors are required to own shares of our common stock having a value of at least six times an amount equal to the annual cash retainer. The shares counted toward the ownership guidelines include shares owned outright and the shares of our common stock in the non-employee director’s deferred compensation account. For recently appointed non-employee directors, these ownership levels must be attained within five years from the date of their initial election or appointment to the Board of Directors. All of our incumbent non-employee directors have either achieved the recommended ownership level or are expected to achieve the recommended ownership level within five years of their initial election or appointment to our Board.

 

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CORPORATE GOVERNANCE

 

We have had formal corporate governance standards in place since our inception in 1999. We have reviewed internally and with the Board the provisions of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), the rules of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange’s (“NYSE”) corporate governance listing standards regarding corporate governance policies and processes and are in compliance with the rules and listing standards. We also regularly review the published guidelines of our major holders and the annual updated guidance of the major proxy advisory firms and the Board regularly discusses the trends in governance.

 

We have adopted charters for our Audit and Finance Committee, Compensation Committee, Executive Committee and Nominating/Corporate Governance Committee consistent with the applicable rules and standards. Our committee charters, Amended and Restated Corporate Governance Standards, Standards of Business Conduct and Director Code of Ethics are located in the Investor Relations section of our website and can be accessed by clicking on “Committee Charters” or “Governance Documents” in the “Governance” section of our investor relations web page at www.investor.agilent.com.

 

Board Leadership Structure

 

We currently separate the positions of Chief Executive Officer and Chairperson of the Board. Mr. Koh was appointed chairperson of the Board in March 2017. The responsibilities of the chairperson of the Board include: setting the agenda for each Board meeting in consultation with the chief executive officer; chairing the meetings of independent directors; and facilitating and conducting, with the Nominating/Corporate Governance Committee, the annual self-assessments by the Board and each standing committee of the Board, including periodic performance reviews of individual directors. Separating the positions of chief executive officer and chairperson of the Board allows our chief executive officer to focus on our day-to-day business and long-term business strategy, while allowing the chairperson of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. The Board believes that having an independent director serve as chairperson of the Board is the appropriate leadership structure for the company at this time.

 

However, our Corporate Governance Standards permit the Board to fill the roles of the Chairperson of the Board and the Chief Executive Officer with the same or different individuals. This provides the Board with flexibility to determine whether the two roles should be combined in the future based on our needs and the Board’s assessment of our leadership from time to time. Our Corporate Governance Standards provide that in the event that the chairperson of the Board is also the chief executive officer, the Board may consider the election of an independent Board member as a lead independent director.

 

In 2022, we amended the Corporate Governance Standards to remove the mandatory retirement age for directors. The Board made the change in recognition of the contribution that experienced directors, with knowledge of the company, bring to effective Board oversight and of the active role the Board plays in director refreshment and management. The Board believes that the skill-set and perspectives of its members should remain sufficiently current and broad in dealing with current and changing business dynamics, and therefore seeks to maintain a balance of directors with varying lengths of service and ages. The Board recognizes that a mandatory retirement age may have the unintended consequence of forcing the Board and the company to lose the contribution of directors who over time have developed increased knowledge of and valuable insight into the company and its operations. The Board also believes that there are other, more effective and tailored means to ensure the Board has the right mix of skill-sets, backgrounds and experiences, including periodic Board refreshment and robust annual self-assessments. The Nominating/Corporate Governance Committee will continue to evaluate our Board members annually and evaluate Board refreshment to ensure the Board continues to reflect the success of our business and represent our stockholders' interests by evaluating our directors qualifications, skills, diversity and experience.

 

Board Assessment

 

We annually evaluate the performance of the Board and its Committees. The Board believes it is important to assess both its overall performance and the performance of its Committees and to solicit and act upon feedback received, where appropriate. As part of the Board’s self-assessment process, directors consider various topics related to Board composition, structure, effectiveness, and responsibilities, as well as the overall mix of director skills, experience, and backgrounds. From time to time, these evaluations are conducted by an independent third party to refresh the process.

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Board’s Role in Strategy and Risk Oversight

 

One of the key Board responsibilities is to engage deeply with management on our strategy, strategic planning process and business-related priorities as we navigate an evolving industry environment, consider industry trends, our competitive position, technological developments and stakeholder-related developments relevant to our business. The Board conducts a comprehensive review of the company’s strategic plans and overall business every year and works with management to evaluate potential opportunities and risks and assess the company’s progress in meeting various strategic goals. This process enables the Board to oversee, assess and consider adjustments with management to the company’s strategy over the short, intermediate and long term.

 

The Board has the ultimate responsibility for, and is actively engaged in, oversight of the company’s risk management both at the full Board level and through its committees. The full Board is kept abreast of risk oversight and other activities of its committees through reports of the committee chairpersons to the full Board during Board meetings. Senior management may also provide risk assessment reports directly to the Board on certain issues, including by invitation of the Board.

 

The Audit and Finance Committee has primary responsibility for overseeing our enterprise risk management program, which encompasses, among other topics, the primary risks facing the company and associated risk mitigation measures, compliance and regulatory, information technology and cybersecurity, environmental and sustainability, key site and public health risks. The Audit and Finance Committee receives updates and discusses individual and overall risk areas during its meetings, including our financial risk assessments, cybersecurity program and cyber risk management governance, risk management policies and major financial risk exposures and the steps management has taken to monitor and control such exposures.

 

The Compensation Committee oversees risks associated with our compensation policies and practices with respect to both executive compensation and compensation generally. The Compensation Committee receives reports and discusses whether our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the company. The Compensation Committee also oversees risks relating to organization talent and culture and human capital management, including diversity and inclusion programs and initiatives.

 

The Nominating/Corporate Governance Committee oversees the management of risks related to corporate governance matters, including director independence, Board composition and succession and overall Board effectiveness, as well as risks and opportunities associated with ESG matters.

 

Majority Voting for Directors

 

Our Bylaws provide for majority voting of directors regarding director elections. In an uncontested election, any nominee for director shall be elected by the vote of a majority of the votes cast with respect to the director. A “majority of the votes cast” means that the number of shares voted “FOR” a director must exceed 50% of the votes cast with respect to that director, including votes to withhold authority. Abstentions and broker non-votes will not count as a vote cast and thus will have no effect in determining whether a director nominee has received a majority of the votes cast. If a director is not elected due to a failure to receive a majority of the votes cast and his or her successor is not otherwise elected and qualified, in accordance with our bylaws, the director shall promptly offer to tender his or her resignation following certification of the stockholder vote.

 

The Nominating/Corporate Governance Committee will consider the resignation offer and recommend to the Board whether to accept or reject it, or whether other action should be taken. The Board will act on the Nominating/Corporate Governance Committee’s recommendation within 90 days following certification of the stockholder vote and disclose their decision and the rationale behind it. Any director who tenders his or her offer to resign pursuant to the Bylaws shall not participate in the Nominating/Corporate Governance Committee recommendation or Board action regarding whether to accept the resignation offer.

 

Board Communications

 

Stockholders and other interested parties may communicate with the Board and our Non-Executive Chairperson of the Board by filling out the form at “Contact the Chairperson” under “Governance” at www.investor.agilent.com or by writing to Koh Boon Hwee, c/o Agilent Technologies, Inc., Chief Legal Officer, 5301 Stevens Creek Blvd., MS 1A-11, Santa Clara, California 95051. The Chief Legal Officer will perform a legal review in the normal discharge of duties to ensure that communications forwarded to the Non-Executive

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Chairperson preserve the integrity of the process. For example, items that are unrelated to the duties and responsibilities of the Board such as spam, junk mail and mass mailings, product complaints, personal employee complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys, business solicitations or advertisements (the “Unrelated Items”) will be logged, but not be forwarded to the Non-Executive Chairperson. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be forwarded to the Non-Executive Chairperson.

 

Any communication that is relevant to the conduct of our business and is not forwarded will be retained for one year (other than Unrelated Items) and made available to the Non-Executive Chairperson and any other independent director on request. The independent directors grant the Chief Legal Officer discretion to decide what correspondence shall be shared with our management and specifically instruct that any personal employee complaints be forwarded to our Human Resources Department, as appropriate.

 

Director Stockholder Meeting Attendance

 

We encourage, but do not require, our Board members to attend the annual meeting of stockholders. One of our Board members attended the 2024 annual meeting of stockholders.

 

Director Independence

 

We have adopted standards for director independence in compliance with the NYSE corporate governance listing standards. These independence standards are set forth in our Corporate Governance Standards. The Board has affirmatively determined that all of our directors meet these independence standards with the exception of Padraig McDonnell because of his role as our President and Chief Executive Officer.

 

Our non-employee directors meet at regularly scheduled executive sessions without management. The Non-Executive Chairperson of the Board presides at executive sessions of the non-employee directors.

 

Compensation Committee Member Independence

 

We have adopted standards for Compensation Committee member independence in compliance with the NYSE corporate governance listing standards. In affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board considers all factors specifically relevant to determining whether such director has a relationship to the company or any of its subsidiaries which is material to such director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

 

 

Director Nomination Criteria: Qualifications and Experience

 

The Nominating/Corporate Governance Committee will consider director candidates for nomination by stockholders, provided that the recommendations are made in accordance with the applicable procedures in the Bylaws as described in the section entitled “General Information” located at the end of this proxy statement. Candidates recommended for nomination by stockholders that comply with these procedures will receive the same consideration as other candidates recommended by the Nominating/Corporate Governance Committee.

 

We typically hire a third-party search firm to help identify and facilitate the screening and interview process of candidates for director. To be considered by the Nominating/Corporate Governance Committee, a director candidate must have:

 

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In addition to these minimum requirements, the Nominating/Corporate Governance Committee will also consider whether the candidate’s skills are complementary to the existing Board members’ skills; the diversity of the Board with respect to factors such as age, race, gender, national origins, experience in technology, manufacturing, finance and marketing, international experience and culture; and the Board’s needs for specific operational, management or other expertise. The Nominating/Corporate Governance Committee from time to time reviews the appropriate skills and characteristics required of Board members, including factors that it seeks in board members such as diversity of business experience, viewpoints and personal background, and diversity of skills and experience in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board of Directors. In evaluating potential candidates for the Board of Directors, the Nominating/Corporate Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time. The search firm screens the candidates, does reference checks, prepares a biography of each candidate for the Nominating/Corporate Governance Committee to review and helps set up interviews. The Nominating/Corporate Governance Committee and our Chief Executive Officer interview candidates that meet the criteria, and the Nominating/Corporate Governance Committee selects candidates that best suit the Board’s needs. From time to time, the Board may ask other members of management, such as our Chief Financial Officer and Chief Legal Officer, to meet with candidates.

 

Our Bylaws provide a proxy access right for stockholders, pursuant to which a stockholder, or a group of up to 20 stockholders, owning at least three percent of our outstanding common stock continuously for at least three years, may nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or twenty percent of the Board, subject to certain limitations and provided that the stockholders and the nominees satisfy the requirements specified in our Bylaws.

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Committees of the Board of Directors

 

Our Board met seven times in fiscal 2024. Each director attended at least 75% of the aggregate number of Board and applicable committee meetings held when the director was serving on the Board. Set forth below are the four standing committees of the Board, their primary duties, their members and the number of meetings held during fiscal 2024.

 

Audit and Finance Committee			Members	Meetings
	Responsible for the oversight of:		Dow R. Wilson†(Chair) Mikael Dolsten, M.D., Ph.D. Daniel K. Podolsky, M.D. Sue H. Rataj	12
	-	the quality and integrity of our consolidated financial statements;
	-	compliance with legal and regulatory requirements, including our Standards of Business Conduct, and material reports or inquiries from regulators;
	-	qualifications and independence of our independent registered public accounting firm;
	-	performance of our internal audit function and independent registered public accounting firm; and
	-	other significant financial matters, including borrowings, currency exposures, dividends, share issuance and repurchase and the financial aspects of our benefit plans;
	Has the sole authority to appoint, compensate, oversee and replace the independent registered public accounting firm, reviews its internal quality-control procedures, assesses its independence and reviews all relationships between the independent auditor and the company;
	Approves the scope of the annual internal and external audit;
	Pre-approves all audit and non-audit services and the related fees;
	Reviews our consolidated financial statements and disclosures in our reports on Form 10-K and Form 10-Q;
	Monitors the system of internal controls over financial reporting and reviews the integrity of the company’s financial reporting process;
	Reviews funding and investment policies and their implementation and the investment performance of our benefit plans;
	Establishes and oversees procedures for (a) complaints received by the company regarding accounting, internal accounting controls or auditing matters, and (b) the confidential anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;
	Reviews disclosures from our independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee; and
	Oversees the company’s annual enterprise risk management assessment, which includes the review of the primary risks facing the company and the company’s associated risk mitigation measures.
Compensation Committee			Members	Meetings
	Approves the corporate goals and objectives related to the compensation of the chief executive officer and other executive officers, evaluates their performance and approves their annual compensation packages;		George A. Scangos, Ph.D. (Chair) Mala Anand Otis W. Brawley, M.D. Heidi K. Kunz	5
	Monitors and approves our benefit plan offerings;
	Reviews and approves the Compensation Discussion and Analysis;
	Oversees the administration of our incentive compensation, variable pay and stock programs;
	Assesses the impact of our compensation programs and arrangements on company risk;
	Recommends to the Board the annual retainer fee as well as other compensation for non-employee directors; and
	Has sole authority to retain and terminate executive compensation consultants.

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Nominating/Corporate Governance Committee		Members	Meetings
	Recommends the size and composition of the Board, committee structures and membership;	Koh Boon Hwee (Chair) Mala Anand Otis W. Brawley, M.D. Mikael Dolsten, M.D., Ph.D. Heidi K. Kunz Daniel K. Podolsky, M.D. Sue H. Rataj George A. Scangos, Ph.D. Dow R. Wilson	5
	Establishes criteria for the selection of new directors and proposes a slate of directors for election at each annual meeting;
	Reviews special concerns which require the attention of non-employee directors;
	Reviews matters of corporate responsibility and sustainability, including potential impacts of environmental and social issues;
	Oversees the evaluation of Board members and makes recommendations to improve the Board’s effectiveness; and
	Develops and reviews corporate governance principles.
Executive Committee		Members	Meetings
	Meets or takes written action between meetings of the Board; and	Koh Boon Hwee (Chair) Padraig McDonnell	0
	Has full authority to act on behalf of the Board to the extent permitted by law with certain exceptions.

 

 

† Audit and Finance Committee Financial Expert

 

Related Person Transactions Policy and Procedures

 

Our Amended and Restated Standards of Business Conduct and Director Code of Ethics require that all employees and directors avoid conflicts of interests that interfere with the performance of their duties or the best interests of the company. In addition, we have adopted a written Related Person Transactions Policy and Procedures (the “Related Person Transactions Policy”) that prohibits any of our executive officers, directors or any of their immediate family members from entering into a transaction with the company, except in accordance with the policy. For purposes of the policy, a “related person transaction” includes any transaction involving the company and any related person that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Our Related Person Transactions Policy provides that the Nominating/Corporate Governance Committee or, at the Nominating/Corporate Governance Committee’s request, the disinterested members of the Board review related person transactions in accordance with the terms of the policy. In making the determination whether to approve or ratify a transaction, the Nominating/Corporate Governance Committee or the disinterested members of the Board shall consider all relevant available information and, as appropriate, must take into consideration the following:

 

 

The Related Person Transactions Policy provides for standing pre-approval of the following transactions with related persons:

 

 

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Transactions with Related Persons

 

We purchase services, supplies, and equipment in the normal course of business from many suppliers and sell or lease products and services to many customers. In some instances, these transactions occur with companies with which members of our management or Board have relationships as directors or executive officers. For transactions entered into during fiscal year 2024, no related person had or will have a direct or indirect material interest. While not required under the policy, the members of the Nominating/Corporate Governance Committee, excluding the respective related person for his company’s transactions only, reviewed, approved and ratified certain ordinary course commercial transactions with Pfizer Inc. (“Pfizer”) and the University of Texas Southwestern Medical Center (“UTSW”).

 

Mikael Dolsten, M.D., Ph.D., is the President of Worldwide Research, Development and Medical, Chief Scientific Officer and Executive Vice President of Pfizer, and Daniel K. Podolsky, M.D., is the President of UTSW.

 

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Dear Stockholder,   2024 was a year of continued macro-economic challenges in the life sciences market. Customer investment, which spiked dramatically following COVID-19, remained subdued for a second straight year.  Meanwhile, persistent high interest rates, macro-economic uncertainty, and geopolitical instability created top-line headwinds to growth.  As a result, Agilent took decisive actions to address its cost structure and outlined a series of Transformation Initiatives focused on future growth opportunities and additional operating efficiencies. As a result of these actions, EPS only declined 3% while revenue declined by 5%.   As a Committee we believe that our executive compensation program should be strongly tied to company performance and align our leadership team with our stockholders' interests. As such, funding for Agilent’s FY24 executive compensation program appropriately reflected business performance below plan, including funding for the corporate Pay for Results (PFR) plan at 57% and long-term performance plan (LTPP) awards paying out at 56% and 87% for the total shareholder return (TSR) and earnings per shares (EPS) programs respectively. These results illustrate that our programs are effectively linking rewards to performance, and we are pleased that our stockholders continue to show support for our compensation programs, as demonstrated by our most recent Say on Pay proposal vote result of 89% and the strong sentiments received on our executive compensation program during individual stockholder outreach meetings that occurred the past year.   Fiscal year 2024 was also a year of leadership transition within Agilent that directly influenced our compensation decisions. We began the year with a seasoned leader in Mike McMullen entering his tenth year as Agilent’s CEO and his 40th year at Agilent. We knew that Mike was beginning to think about retirement although no plans were set when we made our fiscal year 2024 compensation decisions. We also experienced the attrition of several senior business leaders near the end of last year for top roles at other companies, and then in early 2024 Mr. McMullen informed the Board of his intent to retire at the end of the fiscal year. Fortunately, the Board engages in ongoing talent and succession planning discussions, which served us well as we navigated these changes. In February, we announced Mr. McMullen’s plans to retire and simultaneously named Padraig McDonnell, who was Agilent’s Chief Commercial Officer and President, Agilent CrossLab Group as COO and CEO-elect. On May 1, 2024 Mr. McDonnell officially became Agilent’s 4th CEO and Mr. McMullen transitioned into an advisory role supporting Padraig on a variety of matters before formally retiring on October 31, 2024.   These leadership transitions figured heavily in our compensation decisions during FY24. In the Compensation Discussion and Analysis that follows, we discuss our fiscal year 2024 CEO and executive officer compensation in more detail, including additional commentary on how we approached executive pay as we navigated these transitions. You will see that we are strongly committed to both pay for performance and providing clear, transparent disclosure. We encourage you to review this analysis carefully and believe you will agree that our executive compensation program is achieving our objectives of supporting the company’s growth strategy and creating long-term stockholder value.   Compensation Committee   George A. Scangos, Ph.D., Chairperson Mala Anand Otis Brawley, M.D. Heidi K. Kunz

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

This section of the proxy statement describes the compensation arrangements for our Named Executive Officers (NEOs) for fiscal year 2024 and provides an overview of the compensation policies and practices applicable to our NEOs.

 

Table of Contents:

 

 

Our NEOs for fiscal year 2024 are as follows:

 

 

 

*	Mr. May joined Agilent on May 6, 2024.
**	Mr. Grau retired as an employee from Agilent on November 1, 2024.
***	For fiscal year 2024, Mr. McDonnell was appointed CEO on May 1, 2024 while Mr. McMullen served as CEO from November 1, 2023 through April 30, 2024, and thereafter continued his employment as a Special Advisor to Mr. McDonnell through October 31, 2024, when he retired.

 

Executive Summary

 

Leadership Changes and Related Compensation

 

Fiscal year 2024 was a year of transition for Agilent during which the Board implemented an orderly CEO transition supported by its thoughtful and ongoing succession planning activities over several years. These transitions factored prominently in the Committee’s compensation decisions as outlined in more detail below.

 

Chief Executive Officer Transition

 

On February 20, 2024, Mr. McMullen announced that he planned to retire as Agilent’s CEO effective May 1, 2024. At that time, we named Mr. McDonnell, formerly our Chief Commercial Officer and President, Agilent CrossLab Group, as our COO, and CEO-Elect. Mr. McDonnell formally succeeded Mr. McMullen as Agilent’s CEO on May 1, 2024.

 

In consultation with its independent compensation consultant, the Board recognized Mr. McDonnell’s promotions to COO and CEO with two incremental pay actions which were designed to provide him with market-competitive annual compensation in both roles:

 

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To support Mr. McDonnell and ensure a smooth leadership transition, in connection with Mr. McMullen’s retirement, Mr. McMullen agreed to continue his employment at the Company as Special Advisor to the CEO from May 1, 2024 through October 31, 2024. In his role as Special Advisor to the CEO, Mr. McMullen continued to be actively engaged on several key business initiatives, including active evaluation of several acquisition targets, including the acquisition of BIOVECTRA announced in September, worked closely with the CEO on key governance matters and investor relations, and further supported the leadership transition by participating in numerous Global Team visits and Town Hall Sessions with Mr. McDonnell across the United States, Asia, and Europe. Upon his transition to Special Advisor to the CEO, the Committee reduced Mr. McMullen’s annual base salary from $1,360,000 to $900,000 and his total target bonus for FY2024 was reduced from $1,904,000 to $1,260,000. His health and welfare benefits and perquisites continued unchanged from May 1, 2024 through October 31, 2024, and his outstanding equity awards were treated in accordance with the terms of the Company’s retirement policy applicable to all employees. Please see page 51 for further details. Mr. McMullen received no severance payments related to his retirement.

 

Other NEO Transitions

 

In April 2024, Simon May was appointed as President of our Diagnostics and Genomics Group effective May 6, 2024. Mr. May received new hire awards totaling $3,750,000 intended to compensate him for awards he forfeited when joining Agilent and to induce him to accept our offer. $2,750,000 of these new hire awards were delivered in LTI (on the same terms as Agilent's standard annual LTI awards) and the remaining $1,000,000 was delivered in a cash sign-on bonus, with $500,000 paid at the time of hire and another $500,000 to be paid following his one-year anniversary. Both cash sign-on awards are subject to clawback provisions should Mr. May terminate within one-year of payment. See the remainder of the Compensation Discussion and Analysis for additional detail on his compensation arrangements.

 

On October 13, 2024, Mr. Grau announced his intent to retire as Agilent’s Chief Human Resources Officer ("CHRO") at the end of the fiscal year. In connection with his retirement, Mr. Grau agreed to remain as a special advisor to support Agilent through the end of fiscal year 2025 as we identify his successor, to assist in the transition to our next CHRO and to advise on our HR systems and people programs as needed. Given his lengthy tenure with the Company, including Hewlett-Packard, the Company wanted to be able to continue access to Mr. Grau's skills and knowledge following his retirement. In connection with his special advisor role, Mr. Grau will continue to receive his annual salary and be eligible for his bonus, but will not receive any additional equity awards. Mr. Grau received no severance payments related to his retirement.

 

Financial Performance Highlights

 

Year-over-year financial results as compared to fiscal year 2023 results:

 

Measure		Fiscal 2023		Fiscal 2024		YOY %
S&P 500 TSR*		9,052.31		12,493.74		38.0%
Agilent TSR*		$102.67		$130.31		26.9%
Revenue (Actual)		$6.8B		$6.5B		(4.4%)
Operating Margin		19.8%		22.9%		15.7%
Operating Margin (non-GAAP)**		27.4%		26.4%		(3.6%)
Diluted EPS		$4.19		$4.43		5.7%
Diluted EPS (non-GAAP)**		$5.44		$5.29		(2.8%)

 

 

 

*	Stock prices shown for fiscal years 2023 and 2024 are as of 10/31/2023 and 10/31/2024 respectively and include reinvested dividends.
**	Non-GAAP operating margin and non-GAAP diluted EPS are further defined and reconciled to the most directly comparable GAAP financial measures in Appendix A to this proxy statement.

 

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Key FY2024 Highlights

 

 

 

 

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Compensation Governance and Principles

 

Governance Practices

 

Our executive compensation program is overseen by the Compensation Committee of the Board of Directors with the advice and counsel of our independent external consultant as well as members of the management team. Following are key provisions of our pay practices that we believe best serve stockholders.

 

Philosophy / Practice		Result
We structure compensation to create strong alignment with stockholder interests		Significant majority of pay is “at risk,” delivered via performance-based vehicles such as long-term performance shares and annual cash incentives.
		Robust stock ownership guidelines.
		Mandatory one-year post-vest holding period on annual performance awards under the long-term performance plan and executive RSU awards.
We design our programs to avoid excessive risk taking *		Strong recoupment and anti-hedging and pledging policies in place.
		Annual compensation risk assessment.
		Balanced internal and external goals.
We follow best practices in executive compensation design		Limited perquisites.
		Double trigger on change in control benefit provisions and no tax gross-up agreements.
	X	No dividends / dividend-equivalents on unearned performance awards and unvested stock awards.
	X	No acceleration of vesting of equity awards, including LTPP performance shares, upon retirement (awards continue to vest).

 

 

 

* See Compensation Risk Controls in Additional Information.

 

Principles for Determining Executive Pay

 

Our executive pay decisions are grounded in a core philosophy that applies to all elements of compensation. Our compensation philosophy is intended to:

 

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The following principal elements of compensation are provided under our executive compensation program:

 

Elements of Pay
Base Pay		Baseline for competitive total compensation.
		Normally 20% or less of total direct compensation for NEOs.
Short-Term Incentives		Focuses executives on critical operating and strategic goals best measured annually.
		Provides downside risk for underperformance and upside reward for success.
		Leverages financial measures such as revenue and operating margin, supplemented with select strategic initiatives.
Long-Term Incentives		Significant majority of NEO target compensation is performance-based and “at risk”.
		Motivates and rewards multi-year stockholder value creation.
		Facilitates executive stock ownership.
		Enables retention.
		Delivered through performance shares, stock options and RSUs, with a mandatory one-year post-vest holding period for performance shares and RSUs to encourage long-term orientation.
		Performance measures include long-term financial objectives and the relative performance of our stock.

 

Our actual total compensation for each NEO varies based on (i) company performance measured against external metrics that correlate to long-term stockholder value, (ii) performance of the business organizations against specific targets, and (iii) individual performance. These three factors are considered in positioning salaries, determining earned short-term incentives and determining long-term incentive grant values

 

Independent Compensation Committee and Consultant

 

The Compensation Committee is composed solely of independent members of the Board and operates under a Board-approved charter which outlines the Committee’s major duties and responsibilities. This charter is available on our Investor Relations website.

 

Semler Brossy, our independent compensation consultant, does not perform any other work for us, does not trade our stock, has independence policies that are reviewed annually and has agreed to proactively notify the Compensation Committee chair of any potential or perceived conflicts of interest. The Compensation Committee found no conflict of interest during fiscal year 2024.

 

For fiscal year 2024, our independent compensation consultant advised the Compensation Committee on several compensation matters, including but not limited to:

 

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Role of Management

 

The CEO and the Chief Human Resources Officer consider the responsibilities, performance and capabilities of each of our named executive officers, other than the CEO, and the compensation package they believe will attract, retain and motivate these senior leaders. The Chief Human Resources Officer does not provide input on setting his own compensation. A comprehensive analysis is conducted using a combination of the market data based on our compensation peer group and proxy data, performance against targets, and overall performance assessment. This data is used to determine if an increase recommendation in compensation is warranted and the amount and type of any increase for each of the total compensation components for the then-current fiscal year. After consulting with the Chief Human Resources Officer, the CEO makes compensation recommendations, other than for his own compensation, to the Compensation Committee, generally, at its first meeting of the fiscal year. Members of our legal department, including our Chief Legal Officer and Assistant General Counsel, regularly provide legal support to the Committee, but do not participate in meetings where their own compensation is being discussed.

 

Process for Determining Compensation

 

To determine total target compensation for fiscal year 2024, the Compensation Committee considered:

 

 

Our independent compensation consultant presents and analyzes market data for each individual position and provides insight on market practices for the Compensation Committee’s actions. Our consultant also collaborates with the Committee Chair to develop CEO pay recommendations. The Compensation Committee then determines the form and amount of compensation for all executive officers after considering the market data, company, business unit and individual performance, and the CEO’s compensation recommendations for his staff.

 

Peer Group for Executive Compensation

 

Each year, the Compensation Committee meets with our independent compensation consultant to review and approve the peer group companies that satisfy our selection criteria. For fiscal year 2024, our executive compensation peer group consisted of the 30 companies listed below, including 27 companies from the S&P 500 Health Care Index (excluding the Health Care Distributors, Health Care Facilities and Managed Health Care subsectors) with revenues between 0.5x and 2.5x times our trailing twelve-month actual revenue, supplemented with three of our most direct competitors (Thermo Fisher, Danaher and Waters). The range of annual revenues for peer group members was determined so that Agilent's annual revenue would fall around the median of the peer group. Based on the stated criteria, Viatris and Lab Corp of America were added to the peer group entering FY24 and Cerner, who was acquired by Oracle in June 2022, was removed. We believe our approach determines a set of peers that is limited to our most direct competitors for talent, but large enough to provide year-over-year stability. We used data from this peer group to inform each NEO’s compensation for fiscal year 2024, with aggregate compensation targeted at around the peer group median.

 

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	Align Technology		Edwards Lifesciences		Organon		Waters
	Baxter Intl		Hologic		PerkinElmer		Zimmer
	Biogen		IDEXX Labs		Quest Diagnostics		Zoetis
	Boston Scientific		Illumina		Regeneron Pharma
	Catalent		Incyte		ResMed
	Charles River Labs		Intuitive Surgical		Steris
	Danaher		IQVIA		Thermo Fisher
	DaVita Healthcare		Lab Corp of America		Vertex Pharma
	Dentsply Sirona		Mettler-Toledo		Viatris

 

For compensation decisions for FY25, we maintained the same peer group selection criteria, which resulted in the inclusion of five new peers (Cooper, DexCom, Moderna, Revvity, and Solventum) and the removal of three peers (Dentsply Sirona, Organon, and PerkinElmer).

 

Peer Group for the Long-Term Performance Program

 

The Compensation Committee believes that an expanded peer group is more appropriate for determining relative TSR under the company’s LTPP, as an expanded peer group better represents a range of alternative investment options for stockholders and reduces the volatility inherent in small comparator groups. Therefore, the Compensation Committee continued to use the approximately 94 companies in the Health Care and Materials Indexes of the S&P 500 for determining TSR under the LTPP. Only companies that are included in one of these indexes at the beginning of the performance period and which have three years of stock price performance at the end of the performance period are included in the final calculation of results. Any change in the expanded peer group is solely due to Standard & Poor’s criteria for inclusion in the indexes.

 

CEO Compensation

 

The Compensation Committee establishes the CEO’s compensation based on a thorough review of the CEO’s performance that includes:

 

 

The Compensation Committee reviews the CEO’s total direct compensation package annually and presents its recommendation to the other independent directors for review and comment before making the final determinations on compensation for the CEO.

 

Fiscal year 2024 Compensation

 

Base Salary

 

Our salaries reflect the responsibilities of each NEO and the competitive market for comparable professionals in our industry and are set to create an incentive for executives to remain with us. Base salaries and benefits packages are the fixed components of our NEOs’ compensation and do not vary with company performance. Each NEO’s base salary is set by considering market data as well as the experience and performance of each NEO. For fiscal year 2024, our NEOs’ base salaries ranged between the 25th and 75th percentile of our compensation peer group for each position. Mr. McDonnell received a salary increase effective March 1, 2024 to $900,000 based on his promotion to COO, and another increase effective June 1, 2024 to $1,075,000 following his appointment to

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CEO. Messrs. McMahon, Ancher-Jensen and Grau received salary increases between 1-4%, generally consistent with typical increases provided to the broader Agilent employee population. Mr. May was hired by Agilent in May 2024. Mr. McMullen received a 3% increase at the beginning of the fiscal year to $1,360,000 in line with a normal-course adjustment to align with market competitive levels as Agilent’s CEO. Following Mr. McMullen’s retirement as CEO and transition to special advisor, the Committee reduced Mr. McMullen’s salary to $900,000 in light of his modified responsibilities through October 31, 2024. As of October 31, 2024, Mr. McMullen retired from Agilent.

 

Name		FY23 Salary (10/31/2023)		FY24 Salary (10/31/2024)		Increase
Padraig McDonnell		$610,000		$1,075,000		76%
Robert McMahon		$730,000		$760,000		4%
Simon May		-		$600,000		-
Henrik Ancher-Jensen		$675,000		$685,000		1%
Dominique Grau		$570,000		$590,000		4%
Michael R. McMullen		$1,320,000		$900,000		(32)%

 

Short-Term Cash Incentives

 

The Performance-Based Compensation Plan reflects our pay-for-performance philosophy and directly ties short-term incentives to short-term business performance. These awards are linked to specific annual financial goals and key business initiatives for the overall company and the three business groups (LSAG, ACG and DGG). The financial goals are established at the beginning of each year based on our financial plan established by the Board of Directors and are not changed after they are approved by the Compensation Committee. The Compensation Committee certifies the calculations of performance against the goals for each period and payouts, if any, are made in cash.

 

For fiscal year 2024, the awards under the Performance-Based Compensation Plan were determined by multiplying the individual’s base salary for the performance period by the individual’s target award percentage and the performance results, as follows:

 

Financial Goals	Annual Salary	X	Individual Target Bonus % (varies by individual)	X	Financial Portion of Target Bonus (75% to 100%)	X	Attainment % (based on actual performance)
Key Business Initiatives	Annual Salary	X	Individual Target Bonus % (varies by individual)	X	Strategic Portion of Target Bonus (0% to 25%)	X	Attainment % (based on actual performance)

 

Payout Matrices to Measure Financial Metrics

 

We use payout matrices to determine payout percentages for our fiscal year 2024 short-term incentive program. The payout matrices are designed to reward profitable growth by increasing payout percentages commensurate with increased adjusted operating margin and / or revenue achievement as illustrated in the table below.

 

		FY24 - Revenue Achievement (% of target)
		<=93%	97.0%	100.0%	103.0%	105.0%
	107%	95%	126%	150%	180%	200%
FY24 - OM	104%	81%	108%	129%	159%	179%
Achievement	100%	63%	84%	100%	130%	150%
(% of target)	94%	45%	67%	83%	108%	125%
	87%	25%	46%	63%	82%	95%
	86%	0%	0%	0%	0%	0%

 

 

Note: This specific payout matrix was used to determine the company level payout percentage. The payout percentage is determined by finding the intersection between goal attainments as a percentage of plan for each financial metric. Payout percentages are assigned to each intersection of revenue and adjusted operating margin percentage throughout the payout matrix. Payouts between the numbers represented in the table above are calculated on a linear payout matrix and the threshold amount for adjusted operating margin percentage must be met in order for a payout to be made. Payout matrices vary by business group. No payouts are awarded for Adjusted Operating Margin achievement below the 87% threshold.

 

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Financial Goals and Fiscal year 2024 Operational Results