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

 

The Performance-Based Compensation Plan financial goals were based on (1) our adjusted operating margin percentage and our revenue and (2) the adjusted operating margin percentage and revenue goals for each of the business units. The Compensation Committee chose those metrics because:

 

 

The financial targets that must be met to receive the target payout are based on our financial plan. We use a non-GAAP adjusted operating margin that excludes the ongoing impact of certain mergers and acquisitions, currency, hedging and interest costs related to mergers and acquisitions. To determine earned awards, we use payout matrices that link the metrics and reflect threshold-to-maximum opportunities based on various achievement levels of the metrics. No awards are paid unless the operating margin percentage threshold is achieved and the maximum award under the plan is capped at 200% of the target award. The target metrics set for our short-term incentives and their corresponding results were as follows:

 

		Operating Margin %									Revenue $
		Threshold		Target		Max		Results		Goal Attainment		Target (Mil)		Max (Mil)		Results (Mil)		Goal Attainment		Payout Percentage (Per Matrix)
Agilent		24.0%		27.6%		29.5%		26.5%		96.0%		$6,857		$7,199		$6,432		94%		56.6%
LSAG		25.4%		29.2%		31.2%		27.4%		94.0%		$3,401		$3,571		$3,181		94%		50.8%
ACG		26.6%		30.6%		32.7%		31.9%		104.0%		$1,648		$1,730		$1,625		99%		121.8%
DGG		19.6%		22.5%		24.1%		19.3%		86.0%		$1,808		$1,898		$1,636		90%		0.0%

 

 

Note: The adjusted non-GAAP operating margin and adjusted non-GAAP revenue measures used in our executive compensation programs may differ from GAAP and non-GAAP operating margin and GAAP and non-GAAP revenue as reported in our quarterly earnings releases as they exclude the impact of mergers and acquisitions, currency and hedging. See Appendix A to this proxy statement for a reconciliation to the most directly comparable GAAP financial measures.

 

Key Business Initiatives – Targets and Results

 

For fiscal year 2024, under the Performance-Based Compensation Plan, we continued to utilize annual key business initiatives to align NEOs’ objectives with strategic company priorities. These key business initiatives are established at the same time as the financial goals and account for 25% of the total target bonus for each NEO who was assigned to key business initiatives. The maximum payout per NEO for satisfaction of the strategic component is the lesser of (i) up to 200% of key business initiative performance results or (ii) 0.75% of non-GAAP pre-tax earnings for the company, and the Compensation Committee may exercise negative discretion in determining the final payout.

 

The key business initiatives for FY24 were selected to focus NEOs on strategic priorities such as productivity and operating expense improvements that support leveraged earnings growth and efficient use of capital in a high-interest rate environment. The following table sets forth (i) each key business initiative and its threshold, target and maximum achievement levels, (ii) the NEOs assigned to each key business initiative, and (iii) the final attainment and payout percentage for each objective. If an NEO is assigned to more than one objective, the weighting is equally distributed. For fiscal year 2024, our former CEO, Mr. McMullen, was not assigned to any key business initiatives. The targets were established with the rigor necessary to drive desired results for each initiative. For competitive purposes, specific threshold, target and maximum amounts are not shown in the descriptions that follow.

 

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Officer Assigned	FY24 Key Business Initiative Description	Threshold (25%)	Target  (100%)	Maximum  (200%)	Payout Percentage
Messrs. McDonnell, McMahon, May and Ancher-Jensen	Agilent Free Cash Flow	85% of plan	Achieve Plan	115% of plan	87.3%
Messrs. McDonnell, McMahon, May, Ancher-Jensen and Grau	Agilent Productivity Improvement	102% of plan	Achieve Plan	98% of plan	0.0%

 

 

Note: If an NEO is assigned to more than one key business initiative within a category, those initiatives are equally weighted. For foreign exchange conversion purposes, all Orders/Revenue assume the November accounting rate.

 

Actual payout tables for key business initiatives use a straight-line payout slope (and/or key milestones) from threshold to target and from target to maximum. Final payouts for each key business initiative are recommended by the CEO and approved by the Compensation Committee.

 

Target Award Percentages and FY24 Actual Payouts

 

Our Compensation Committee set the fiscal year 2024 short-term incentive target amounts based on a percent of base salary pre-established for each NEO considering the relative responsibility of each NEO. For fiscal year 2024, short-term incentive target bonuses were set at 125% of base salary for Mr. McDonnell as the CEO, 80% of base salary for Messrs. McMahon, May and Ancher-Jensen, and 70% for Mr. Grau. Mr. McMullen’s short-term incentive target was 140%, consistent with previous years. Upon his transition to advisor, his total target for the full year (including the portion of the year he served as CEO) was reduced from $1,904,000 to $1,260,000 (see chart below). Mr. McDonnell was assigned to group level financial and key business initiative metrics for the portion of fiscal year 2024 when he served as Chief Commercial Officer and President of our Agilent CrossLab Group. Upon his appointment to Chief Operating Officer, he was moved to Agilent financial metrics only and his short-term incentive payout for FY2024 was prorated based on the amount of time assigned to each set of performance metrics.

 

The payouts under the Performance-Based Compensation Plan for fiscal year 2024 are provided in the chart below and in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table”. The chart below shows the targets and calculated payout based on results.

 

 

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Long-Term Incentives

 

LTI Granted in fiscal year 2024

 

The Compensation Committee places emphasis on company performance by delivering 60% of the annual NEO grants in performance awards and another 20% in stock options. The remaining 20% is provided in restricted stock units. Stock grant values were delivered as follows:

 

Equity Vehicle	Weighting	Metric	Vesting	Holding Period	Payout Range
Performance Stock Units	30%	Relative Total Shareholder Return	100% after 3rd year	One-year post-vest holding period	0X to 2X share target
Performance Stock Units	30%	Annual Adjusted Earnings Per Share	100% after 3rd year
Stock Options	20%	None	25% each year over 4 years	N/A	N/A
Restricted Stock Units	20%	None	25% each year over 4 years	One-year post-vest holding period	N/A

 

 

Note: The target award amount is determined by dividing the target award amount by the product of the 20-day average stock price, for the period preceding the grant date, multiplied by the applicable accounting valuation.

 

The target value of the long-term incentive awards is determined at the beginning of the then-current fiscal year for each NEO. The target value for grants made in fiscal year 2024 reflects the Compensation Committee’s judgment on the relative role of each NEO’s position within the company, as well as the performance of each NEO and benchmark data from our compensation peer group.

 

		Type of Award / Value / # of Shares																Total Target
		Performance Stock Units - TSR				Performance Stock Units - EPS				Stock Option Units				Restricted Stock Units				Value of Long Term- Incentive Awards
Name		($)		(#)		($)		(#)		($)		(#)		($)		(#)		($)
Padraig McDonnell		2,250,000		12,540		2,250,000		18,376		1,500,000		34,849		1,500,000		12,356		7,500,000
Robert McMahon		1,110,000		7,573		1,110,000		10,888		740,000		20,734		3,740,000		36,953		6,700,000
Simon May		825,000		4,255		825,000		6,293		550,000		11,792		550,000		4,235		2,750,000
Henrik Ancher-Jensen		750,000		5,117		750,000		7,357		500,000		14,010		2,250,000		21,554		4,250,000
Dominique Grau		615,000		4,196		615,000		6,032		410,000		11,488		2,160,000		20,665		3,800,000
Michael R. McMullen		3,825,000		26,097		3,825,000		37,518		2,550,000		71,449		2,550,000		25,195		12,750,000

 

 

Note: The table above includes one-time Restricted Stock Unit retention grants for Messrs. McMahon, Ancher-Jensen and Grau in the amounts of $3,000,000, $1,750,000 and $1,750,000, respectively, designed to secure critical members of the management team following heightened competitive talent pressure among our senior leadership. These retention grants vest over a 2-year period (at 1/3 each at 12-, 18- and 24- months respectively) and are not subject to the retirement treatment applicable to all employees as defined on page 51.

 

Performance Conditions for Performance Stock Units Granted in Fiscal years 2023 and 2024

 

The Compensation Committee has established rolling three-year performance periods for determining earned performance stock units. The financial goals for the performance stock units for fiscal years 2023 and 2024 are based on relative TSR and adjusted earnings per share. Relative TSR aligns with stockholder interests as higher TSR results in higher potential returns for stockholders as well as ensures a correlation between performance and payouts. Adjusted earnings per share ensures our executives are focused on long-term superior earnings growth. As noted above, our fiscal year 2024 short-term incentive program focuses on adjusted operating margin and revenue, which drive internal business strategies that in turn impact our TSR.

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Relative TSR Performance Stock Units – FY23 to FY25 Performance Period and FY24 to FY26 Performance Period

 

Fifty percent of the performance stock units granted in fiscal year 2023 for the FY23 to FY25 performance period and fifty percent of the performance stock units granted in fiscal year 2024 for the FY24 to FY26 performance period had financial goals based on relative TSR versus all companies in our LTPP peer group, the S&P 500 Health Care and Materials Indexes for fiscal year 2023 through fiscal year 2025 and fiscal year 2024 through fiscal year 2026. The LTPP peer group companies are established at the beginning of the performance period and need to have three full years of stock price data to be used in the final relative TSR calculation. We believe that a 100% payout at median TSR performance is appropriate as we feel it represents the right balance of risk versus reward for a long-term TSR plan. We want our plan to reward actions that improve stockholder returns over the long-term rather than motivate actions designed to bolster short-term stock price returns that may not be in the stockholders' long-term interests. The company does not establish an absolute TSR target as we believe performance is best measured on a relative basis against our selected LTPP peer group. Relative TSR performance stock units are completely “at risk” compensation because our performance must be at or above the 25th percentile for the individuals to receive any payout. The final and only payouts will be at the end of fiscal years 2025 and 2026 respectively, based on the relative TSR for the three-year performance period.

 

The payout schedule determined by the Compensation Committee in fiscal year 2023 and fiscal year 2024 was as follows:

 

		Payout as a
		Percentage of
Relative TSR Performance		Target
Below 25th Percentile Rank (threshold)		0%
25th Percentile Rank		25%
50th Percentile Rank (target)		100%
75th Percentile Rank and Above		200%

 

For purposes of determining the relative TSR awards, relative TSR reflects (i) the aggregate change in the 20-day average closing price of our stock versus each of the companies in our LTPP peer group, each as measured at the beginning and end of the three-year performance period plus (ii) the value (if any) returned to stockholders in the form of dividends or similar distributions, assumed to be reinvested on distribution date on a pre-tax basis.

 

Earnings Per Share Performance Stock Units – FY23 to FY25 Performance Period and FY24 to FY26 Performance Period

 

Fifty percent of the performance stock units granted in fiscal year 2023 for the FY23 to FY25 performance period and granted in fiscal year 2024 for the FY24 to FY26 performance period had financial goals based on adjusted earnings per share. Awards will be determined by calculating the adjusted earnings per share attained at the end of each of the three fiscal years in the performance period compared to the targets (which are set at the beginning of each fiscal year during the three-year performance period). The FY23 and FY24 EPS targets were set at the mid-point and high-end of external guidance respectively, and issued at the beginning of each fiscal year. We use non-GAAP adjusted diluted earnings per share and all targets are subject to Compensation Committee approval. The final and only payouts will be at the end of fiscal year 2025 and 2026 respectively and will be based on an average of the payout percentage for each fiscal year. The threshold, target and maximum levels as well as FY23 and FY24 results are set forth in the tables below:

 

		Long-Term Performance Shares - EPS
Fiscal Year		Threshold (25%)		Target (100%)		Maximum (200%)		Actual Adjusted EPS		Attainment Percentage
FY23		$5.22		$5.65		$6.08		$5.35		48%
FY24		$5.16		$5.55		$5.94		$5.25		42%
FY25		TBD		TBD		TBD		TBD		TBD
Payout										TBD

 

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		Long-Term Performance Shares - EPS
Fiscal Year		Threshold (25%)		Target (100%)		Maximum (200%)		Actual Adjusted EPS		Attainment Percentage
FY24		$5.16		$5.55		$5.94		$5.25		42%
FY25		TBD		TBD		TBD		TBD		TBD
FY26		TBD		TBD		TBD		TBD		TBD
Payout										TBD

 

 

Note: The adjusted non-GAAP EPS measure used in our executive compensation programs for FY23, FY24 and FY25 may differ from non-GAAP EPS as reported in our quarterly earnings releases as it excludes the impact of mergers and acquisitions, currency, hedging and interest costs related to mergers and acquisitions, material share repurchase deviations from plan and associated debt expense, and material differences in our corporate tax rate due to the impact of significant, unplanned tax legislation during the fiscal year. See Appendix A to this proxy statement for a reconciliation to the most directly comparable GAAP financial measure.

 

Performance Stock Units Earned in fiscal year 2024 – Relative TSR

 

Fifty percent of the performance stock units granted in fiscal year 2022 for the FY22 to FY24 performance period were measured based on relative TSR versus all companies in the S&P 500 Health Care and Materials Indexes for fiscal years 2022 through 2024 with the payout percentages as follows:

 

		Peer Group TSR		Payout Percentage
75th Percentile		41.0%		200%
Median		2.5%		100%
25th Percentile		-24.9%		25%
Agilent		-9.1%		56%

 

In November 2024, the Compensation Committee certified the relative TSR results for the FY22 to FY24 performance period. Agilent’s stock price performance was at the 35th percentile of our peer group and resulted in a 56% payout percentage. See table below:

 

		Target Awards (Shares)		Original Target Award Value ($)		Resulting Share Payout %		Resulting Share Payout
Padraig McDonnell		2,633		518,000		56%		1,474
Robert McMahon		4,578		900,000		56%		2,564
Simon May		-		-		-		-
Henrik Ancher-Jensen		4,602		855,000		56%		2,577
Dominique Grau		2,594		510,000		56%		1,453
Michael R. McMullen		18,313		3,600,000		56%		10,255

 

 

Note: The final share amount was determined by multiplying the target award shares by the resulting payout percentage.

 

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Our relative TSR performance (or percentile position) compared to that of our LTPP peer group and the payout percentages for the LTPP for the past five performance periods are set forth below:

 

 

 

Note: A 200% payout is achieved when our relative TSR is at or above the 75th percentile of our LTPP-TSR peer group.

 

Performance Stock Units Earned in Fiscal year 2024 – Adjusted Earnings Per Share

 

Fifty percent of the performance stock units granted in fiscal year 2022 for the FY22 to FY24 performance period had financial goals based on adjusted earnings per share. The 87% payout percentage earned under these performance stock units was determined by calculating the adjusted earnings per share attained at the end of each of the three fiscal years in the performance period compared to the targets (which were set at the midpoint or high-end of external guidance that is determined and publicly announced at the beginning of each fiscal year during the three-year performance period). We set our adjusted EPS goals on an annual basis to maximize the alignment of the program with our aggressive long-term growth plans. We believe setting adjusted EPS targets at the time of grant for the full three-year period risks establishing goals that could be insufficiently or overly aggressive in years two and/or three of the performance-period given the shorter cyclical nature of our business and risks misalignment with the annual EPS guidance we provide to stockholders at the beginning of each fiscal year. Annual goal setting for EPS goals is a common practice among our peer companies, and we find it has had the intended motivational effect for our executive team through a particularly volatile period in the market as it has oriented them around aggressive, context-sensitive EPS growth targets each year. We use non-GAAP adjusted diluted earnings per share, subject to Compensation Committee approval. Once set, the target is not subject to change during the fiscal year. The payout percentage for the FY22 to FY24 award, which was certified by the Compensation Committee at the November 2024 meeting, was a simple average of the payout percentage certified for fiscal year 2022, fiscal year 2023 and fiscal year 2024. The threshold, target, maximum and final attainment numbers are set forth in the table below:

 

		Long-Term Performance Shares - EPS
Fiscal Year		Threshold (25%)		Target (100%)		Maximum (200%)		Actual Adjusted EPS		Attainment Percentage
FY22		$4.34		$4.81		$5.28		$5.14		170%
FY23		$5.22		$5.65		$6.08		$5.35		48%
FY24		$5.16		$5.55		$5.94		$5.25		42%
Payout										87%

 

 

 

Note: The adjusted non-GAAP EPS measure used in our executive compensation programs for FY22, FY23 and FY24 may differ from GAAP and non-GAAP EPS as reported in our quarterly earnings releases as it excludes the impact of mergers and acquisitions, currency, hedging and interest costs related to mergers and acquisitions, material share repurchase deviations from plan and associated debt expense, and material differences in our corporate tax rate due to the impact of significant, unplanned tax legislation during the fiscal year. See Appendix A to this proxy statement for a reconciliation to the most directly comparable GAAP

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financial measure.

 

In November 2024, the Compensation Committee approved the LTPP-EPS results for the FY22 to FY24 performance period. Agilent’s adjusted earnings per share performance resulted in an 87% payout percentage as calculated above, resulting in the share payouts shown in the table below:

 

		Target Awards (Shares)		Original Target Award Value ($)		Resulting Share payout %		Resulting Share payout
Padraig McDonnell		3,484		518,000		87%		3,031
Robert McMahon		6,059		900,000		87%		5,271
Simon May		-		-		-		-
Henrik Ancher-Jensen		6,181		855,000		87%		5,377
Dominique Grau		3,433		510,000		87%		2,987
Michael R. McMullen		24,234		3,600,000		87%		21,084

 

 

Note: The final share amount was determined by multiplying the target award shares by the resulting payout percentage.

 

Additional Information

 

Equity Grant Practices

 

The Compensation Committee generally makes grants of stock awards to our NEOs at the first Compensation Committee meeting of our fiscal year. Awards are neither timed to relate to the price of our stock nor to correspond with the release of material non-public information, although grants are generally made when our trading window is open. Grants to current employees are effective on or after the date of the Compensation Committee meeting approving such grants. Grants to new employees, including potential NEOs, are typically made at the next regularly scheduled Compensation Committee meeting following the employee’s start date.

 

The standard vesting schedule for our equity grants is 100% after the third year for performance stock units and 25% per year over four years for restricted stock units and stock options. Starting in fiscal year 2016, performance stock awards and restricted stock units granted to executive level employees and above are also subject to a one-year post-vest holding period.

 

Compensation Risk Controls

 

Semler Brossy, our independent compensation consultant, collaborates with management to conduct an annual review of our compensation-related risks. The risk assessment conducted during fiscal year 2024 did not identify any significant compensation-related risks and concluded that our compensation program is well designed to encourage behaviors aligned with the long-term interests of stockholders. Semler Brossy also found an appropriate balance in fixed versus variable pay, cash and equity, corporate, business unit, and individual goals, financial and non-financial performance measures, and formulas and discretion. Finally, it was determined that there are appropriate policies and controls in place to mitigate compensation-related risk.

 

Recoupment Policy

 

We maintain an Executive Compensation Recoupment Policy that applies to all our executives and former executives who leave the company after September 16, 2020. Under this Policy, in the event of a material restatement of financial results (wherein results were incorrect at the time published due to mistake, fraud or other misconduct), the Compensation Committee will review all short and long-term incentive compensation awards that were paid or awarded to executives for performance periods beginning after July 14, 2009 (in the case of executive officers covered by Section 16 of the Securities Exchange Act) or September 16, 2020 (in the case of other executives) that occurred, in whole or in part, during the restatement period.

 

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Additionally, under this Policy, in the case of fraud or misconduct by an executive, including breach of any regulatory standards that have resulted in significant negative impact on our results or operations or market capitalization, the Compensation Committee will consider actions to remedy the misconduct, prevent its recurrence, and impose discipline on the wrongdoers, in each case, as the Compensation Committee deems appropriate. These actions may include, without limitation:

 

 

Effective October 2, 2023, the Committee adopted an additional Clawback Policy covering Section 16 Officers only. This policy meets all the provisions of the Dodd-Frank clawback requirements. We have also maintained Agilent's existing policy, which remains applicable in scenarios not covered by the updated Dodd-Frank compliant Clawback Policy (e.g., certain instances of misconduct). When Agilent's policy is more onerous than the Dodd-Frank requirements, Agilent's policy is applied.

 

Insider Trading and Hedging Policy

 

Our insider trading policy, which applies to officers, directors and employees considered insiders, is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable NYSE listing standards, and expressly prohibits them from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit.

 

Our insider trading policy further prohibits officers, directors and employees considered insiders from engaging in hedging transactions, such as purchasing or writing derivative securities including puts and calls and entering into short sales or short positions with respect to our stock. Directors and executive officers are prohibited from buying our stock on margin or pledging owned Agilent stock as collateral for loans or other indebtedness. Employees, who are not insiders or officers, are generally permitted to engage in transactions designed to hedge or offset market risk.

 

Our executives and directors are permitted to enter into trading plans that are intended to comply with the requirements of Rule 10b5-1 of the Securities Exchange Act so that they can prudently diversify their asset portfolios and exercise their stock options before expiration.

 

Stock Ownership Guidelines

 

Our stock ownership guidelines are designed to encourage our NEOs and other executive officers to achieve and maintain a significant equity stake in our company and more closely align their interests with those of our stockholders. The guidelines provide that the CEO and CFO and other executive officers should accumulate and hold, within five years from election to his or her position, an investment level in our stock equal to the lesser of a multiple of his or her annual base salary or accumulate a direct ownership of our stock as set forth below:

 

		Investment Level =		Direct Ownership of
		Multiple of Annual		Agilent Stock
Executive		Base Salary		(# of Shares)
CEO		6X		N/A
CFO		3X		80,000
All other executive officers		3X		40,000

 

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Shares directly owned by each executive officer and their household family members, deferred shares and vested restricted stock units are considered in complying with these guidelines. An annual review is conducted to assess compliance with the guidelines, and at the end of fiscal year 2024, all of our NEOs had either met or were on track to reach their stock ownership guideline requirements within the applicable timeframe.

 

Benefits

 

Our global benefits philosophy is to provide NEOs with protection and security through health and welfare, retirement, disability insurance and life insurance programs. During fiscal year 2024, the CEO and other NEOs were eligible to receive the same benefits that are generally available to our other employees. Generally, it is our Compensation Committee’s philosophy to not provide perquisites to our NEOs except in limited circumstances as described below.

 

Our executive officers can use company drivers, who are through our outsourced security provider, to transport themselves and their family members to the airport for personal travel. In addition, in fiscal year 2024, we provided certain relocation expenses for Mr. McMahon for his relocation from Massachusetts to the San Francisco Bay Area through the Company’s Indefinite Relocation Program, applicable to all employees to facilitate their relocations. Our relocation program is designed to facilitate employee relocations that support our business priorities. It does not provide any payments for loss on the sale of a home or special tax gross-ups. These perquisites are included in the “All other Compensation” column in the “Summary Compensation Table.”

 

Deferred Compensation

 

NEOs on the U.S. payroll are eligible to voluntarily defer base salary, short-term incentives in the form of cash awards under the Performance-Based Compensation Plan and long-term incentives in the form of stock awards under the LTPP. The deferrals are made through our 2005 Deferred Compensation Plan, which is available to all active employees on the US payroll whose total target compensation is greater than or equal to $345,000. This is a common benefit arrangement offered by our peer companies, and our plan does not guarantee above market or a specific rate of return on deferrals.

 

These benefits and an additional description of plan features are set forth in the section entitled “Non-Qualified Deferred Compensation” below and the narrative descriptions accompanying this section.

 

Retirement and Pension Benefits

 

Our executive officers are entitled to participate in the same defined contribution retirement plan that is generally available to all of our eligible employees. We make matching contributions to eligible participants’ retirement plan accounts based on a percentage of their eligible compensation under applicable tax rules. We believe that this retirement program permits our executives to save for their retirement in a tax-effective manner. For additional information regarding certain of our other retirement programs, please see the section entitled "Pension Benefits".

 

Policy Regarding Compensation in Excess of $1 Million per Year

 

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for compensation in excess of $1 million paid to our “covered employees,” which include our current NEOs.

 

As a general matter, while our Compensation Committee considers tax deductibility as one of several relevant factors in determining executive compensation, it retains the flexibility to design and maintain executive compensation arrangements that it believes will attract and retain executive talent, even if such compensation is not deductible by the company for federal income tax purposes.

 

Termination and Change of Control

 

Consistent with the practice of many of our peers, the Compensation Committee adopted change-of-control agreements designed to provide protection to the NEOs so they are not distracted by their personal, professional and financial situations at a time when we need them to remain focused on their responsibilities, our best interests and those of all our stockholders. These agreements provide for a “double-trigger” payout only in the event of a change of control and the executive officer is either terminated from his-or-her

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position without cause or moved into a position that represents a substantial change in responsibilities within a limited period of time after the transaction (these agreements do not become operative unless both events occur).

 

None of our current change-of-control agreements contain an excise tax gross-up clause. Potential payments to our NEOs in the event of a change of control under our existing agreements are reported in the “Termination and Change of Control Table”.

In addition, we have a Workforce Management Program in place that is applicable to all employees, including NEOs. Employment security is tied to competitive realities as well as individual results and performance, but from time to time, business circumstances could dictate the need for us to reduce our workforce. The Workforce Management Program is intended to assist employees affected by restructuring by providing transition income in the form of severance benefits. None of our NEOs have received any compensation or payment under this program.

 

COMPENSATION COMMITTEE REPORT
The information contained in this report shall not be deemed to be “soliciting material,” to be “filed” with the SEC, or to be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that the company specifically incorporates it by reference into a document filed under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act.   The company’s executive compensation program is administered by the Compensation Committee of the Board (the “Compensation Committee”). The Compensation Committee, which is composed entirely of independent, non-employee directors, is responsible for approving and reporting to the Board on all elements of compensation for the executive officers. In this regard, the Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” section be included in this proxy statement and incorporated by reference into the company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024.
Submitted by:	Compensation Committee
	George A. Scangos, Ph.D., Chairperson
	Mala Anand
	Otis W. Brawley, M.D.
	Heidi K. Kunz

 

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Executive Compensation

 

Summary Compensation Table

 

The following table sets forth information regarding compensation earned by our NEOs for fiscal year 2024 and, if applicable, during fiscal years 2023 and 2022. All compensation is disclosed, whether or not such amounts were paid in such year:

 

Name and				Salary				Cash Bonus(2)				Stock Awards (3)(4)				Stock Options (3)(4)				Non-Equity Incentive Plan Compensation (5)				Change in Pension Value and Nonqualified Deferred Compensation Earnings (6)				All other Compensation (7)				Total
Principal Position		Year (1)		($)				($)				($)				($)				($)				($)				($)				($)
Padraig McDonnell		2024			869,962			-					5,981,631				1,504,289				669,309			-					21,314				9,046,505
Chief Executive Officer		2023			606,231			-					1,777,128				436,092				316,363			-					137,084				3,272,898
		2022			571,212			-					1,510,466				356,972				652,997			-					70,667				4,790,676
Robert McMahon		2024			756,654			-					6,869,915				845,947				324,587			-					84,037				8,881,140
Senior Vice President,		2023			726,769			-					2,999,006				735,873				259,599			-					89,008				4,810,255
Chief Financial Officer		2022			696,365			-					2,626,453				620,854				717,705			-					129,299				4,790,676
Simon May		2024			276,923				500,000				2,264,042				564,837				92,086			-					13,846				3,711,734
Senior Vice President,		2023
President Diagnostics and		2022
Genomics Group
Henrik Ancher-Jensen		2024			683,885			-					4,319,091				571,608				292,555			-					14,319				5,881,458
Senior Vice President,		2023			673,385			-					1,932,568				474,246				240,040			-					14,019				3,334,258
President Order Fulfillment		2022			604,962			-					2,574,662				576,196				676,693			-					23,566				4,456,079
and Supply Chain
Dominique Grau		2024			610,462			-					3,906,266				468,710				175,434				(1,653	)			41,219				5,200,438
Senior Vice President,		2023
Chief Human Resources Officer		2022
Michael R. McMullen		2024			1,209,769			-					11,695,036				2,915,119				713,631			-					90,468				16,624,023
Former Chief Executive Officer		2023			1,315,693			-					11,329,058				2,780,022				514,597			-					84,040				16,023,410
		2022			1,280,000			-					10,505,767				2,483,374				2,296,655			-					81,617				16,647,413

 

 

 

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NEO		401(k) Employer Contribution (1)		Deferred Compensation Employer Contributions (2)		Travel Expenses (3)		Relocation(4)		Total
Mr. McDonnell		$13,375		$2,585		$5,354		$0		$21,314
Mr. McMahon		$17,492		$24,768		$5,767		$36,010		$84,037
Mr. May		$13,846		$0		$0		$0		$13,846
Mr. Ancher-Jensen		$14,227		$0		$92		$0		$14,319
Mr. Grau		$20,700		$15,210		$5,309		$0		$41,219
Mr. McMullen		$20,004		$63,004		$7,461		$0		$90,469

 

 

 

Mortgage Subsidies
		Fiscal Year 2024		Fiscal Year 2025		Fiscal Year 2026		Fiscal Year 2027
		Paid		Projected		Projected		Projected
		Amount		Amount		Amount		Amount
Name		($)		($)		($)		($)
Padraig McDonnell (1)		N/A		N/A		N/A		N/A
Robert McMahon (2)		17,286		N/A		N/A		N/A
Simon May (1)		N/A		N/A		N/A		N/A
Henrik Ancher-Jensen (1)		N/A		N/A		N/A		N/A
Dominique Grau (1)		N/A		N/A		N/A		N/A
Michael R. McMullen (1)		N/A		N/A		N/A		N/A

 

 

 

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Grants of Plan-Based Awards

 

The following table sets forth certain information regarding grants of plan-based awards to each of our NEOs during fiscal year 2024. For more information, please refer to the “Compensation Discussion and Analysis”.

 

																						Grant Date
				Estimated Possible Payouts Under						Estimated Payouts Under Equity						All Other		All Other		Exercise		Fair Value
				Non-Equity Incentive Plan Awards (1)						Incentive Plan Awards (2)						Stock		Option		Price for		of Stock and
				Threshold		Target		Maximum		Threshold		Target		Maximum		Awards (3)		Awards (3)		Stock Options (4)		Option Awards (5)
Name		Grant Date		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)
Padraig McDonnell		11/22/2023		296,836		1,116,266		2,232,532		-		-		-	-	-	-	-	-	-		-
		11/22/2023		-		-		-		165,000		660,000		1,320,000		-		-		-		734,909
		11/22/2023		-		-		-		165,000		660,000		1,320,000		-		-		-		780,147
		3/1/2024		-		-		-		150,000		600,000		1,200,000		-		-		-		561,615
		3/1/2024		-		-		-		150,000		600,000		1,200,000		-		-		-		624,699
		6/3/2024		-		-		-		247,500		990,000		1,980,000		-		-		-		885,041
		6/3/2024		-		-		-		247,500		990,000		1,980,000		-		-		-		885,319
		11/22/2023		-		-		-		-		-		-		440,000		440,000		123.99		1,005,887
		3/1/2024		-		-		-		-		-		-		400,000		400,000		139.06		831,398
		6/3/2024		-		-		-		-		-		-		660,000		660,000		131.40		1,176,905
Robert McMahon		11/22/2023		190,000		608,000		1,216,000		-		-		-		-		-		-		-
		11/22/2023		-		-		-		277,500		1,110,000		2,220,000		-		-		-		1,235,963
		11/22/2023		-		-		-		277,500		1,110,000		2,220,000		-		-		-		1,312,026
		11/22/2023		-		-		-		-		-		-		3,740,000		740,000		123.99		5,167,873
Simon May		5/8/2024		73,361		234,754		469,508		-		-		-		-		-		-		-
		5/8/2024		-		-		-		206,250		825,000		1,650,000		-		-		-		848,611
		5/8/2024		-		-		-		206,250		825,000		1,650,000		-		-		-		849,000
		5/8/2024		-		-		-		-		-		-		550,000		550,000		142.80		1,131,268
Henrik Ancher-Jensen		11/22/2023		171,250		548,000		1,096,000		-		-		-		-		-		-		-
		11/22/2023		-		-		-		187,500		750,000		1,500,000		-		-		-		835,148
		11/22/2023		-		-		-		187,500		750,000		1,500,000		-		-		-		886,523
		11/22/2023		-		-		-		-		-		-		500,000		500,000		123.99		1,143,117
		12/1/2023		-		-		-		-		-		-		1,750,000		-		-		2,025,911
Dominique Grau		11/22/2023		129,063		413,000		826,000		-		-		-		-		-		-		-
		11/22/2023		-		-		-		153,750		615,000		1,230,000		-		-		-		684,736
		11/22/2023		-		-		-		153,750		615,000		1,230,000		-		-		-		726,959
		11/22/2023		-		-		-		-		-		-		410,000		410,000		123.99		937,371
		12/1/2023		-		-		-		-		-		-		1,750,000		-		-		2,025,911
Michael McMullen		11/22/2023		315,000		1,260,000		2,520,000		-		-		-		-		-		-		-
		11/22/2023		-		-		-		956,250		3,825,000		7,650,000		-		-		-		4,258,908
		11/22/2023		-		-		-		956,250		3,825,000		7,650,000		-		-		-		4,521,318
		11/22/2023		-		-		-		-		-		-		2,550,000		2,550,000		123.99		5,829,929

 

 

 

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Outstanding Equity Awards at Fiscal Year-End

 

The following table provides information on the current holdings of options, performance-based stock awards and restricted stock units by our NEOs as of October 31, 2024.

 

				Option Awards (1)								Restricted Stock Unit Awards (2)				Performance Share Awards
												Number of		Market Value		Number of
				Number of Securities Underlying				Option		Option		Shares or Units of Stock That		of Shares or Units		Unearned Shares That		Market Value of Shares
				Unexercised Options (#)				Exercise		Expiration		Have Not		That Have Not		Have Not		That Have
Name		Grant Date		Exercisable		Unexercisable		Price ($)		Date		Vested (#)		Vested ($)		Vested (3) (#)		Not Vested ($)
Padraig		11/17/2020		9,367		3,123		109.86		11/17/2030
McDonnell		11/16/2021		4,488		4,489		161.39		11/16/2031
		11/15/2022		2,320		6,961		148.00		11/15/2032
		11/22/2023		—		12,328		123.99		11/22/2033
		3/1/2024		—		9,076		139.06		3/1/2034
		6/3/2024		—		13,445		131.40		6/3/2034
		11/17/2020										746		97,211
		11/16/2021										1,168		152,202
		11/15/2022										2,382		310,398
		11/22/2023										4,347		566,458
		3/1/2024										3,202		417,253
		6/3/2024										4,807		626,400
		11/16/2021														6,968		908,000
		11/15/2022														9,476		1,234,818
		11/22/2023														12,948		1,687,254
		3/1/2024														9,528		1,241,594
		6/3/2024														14,276		1,860,306
		11/16/2021														2,633		343,106
		11/15/2022														3,451		449,700
		11/22/2023														4,503		586,786
		3/1/2024														3,215		418,947
		6/3/2024														4,822		628,355
Total				16,175		49,422						16,652		2,169,922		71,820		9,358,866
Robert		11/17/2020		17,173		5,725		109.86		11/17/2030
McMahon		11/16/2021		7,806		7,807		161.39		11/16/2031
		11/15/2022		3,915		11,746		148.00		11/15/2032
		11/22/2023		-		20,734		123.99		11/22/2033
		11/17/2020										1,368		178,264
		11/16/2021										2,030		264,529
		11/15/2022										4,020		523,846
		11/22/2023										29,641		3,862,519
		11/22/2023										7,312		952,827
		11/16/2021														12,118		1,579,097
		11/15/2022														15,992		2,083,918
		11/22/2023														21,776		2,837,631
		11/16/2021														4,578		596,559
		11/15/2022														5,824		758,925
		11/22/2023														7,573		986,838
Total				28,894		46,012						44,371		5,781,985		67,861		8,842,968
Simon		5/8/2024		-		11,792		142.80		5/8/2034
May		5/8/2024										4,235		551,863
		5/8/2024														12,586		1,640,082
		5/8/2024														4,255		554,469
Total				—		11,792						4,235		551,863		16,841		2,194,551
Henrik		11/17/2020		-		3,435		109.86		11/17/2030
Ancher-Jensen		11/16/2021		4,814		4,814		161.39		11/16/2031
		5/3/2022		1,400		2,799		122.40		5/3/2032
		11/15/2022		2,523		7,570		148.00		11/15/2032
		11/22/2023		-		14,010		123.99		11/22/2033
		11/17/2020										821		106,985
		11/16/2021										339		44,175
		11/16/2021										1,252		163,148
		5/3/2022										823		107,245
		11/15/2022										2,590		337,503
		11/22/2023										4,940		643,731
		12/1/2023										16,614		2,164,970
		11/16/2021														7,472		973,676
		5/3/2022														4,890		637,216
		11/15/2022														10,306		1,342,975
		11/22/2023														14,714		1,917,381
		11/16/2021														2,823		367,865
		5/3/2022														1,779		231,821
		11/15/2022														3,753		489,053
		11/22/2023														5,117		666,796
Total				8,737		32,628						27,379		3,567,757		50,854		6,626,783

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				Option Awards (1)								Restricted Stock Unit Awards (2)				Performance Share Awards
												Number of		Market Value		Number of
				Number of Securities Underlying				Option		Option		Shares or Units of Stock That		of Shares or Units		Unearned Shares That		Market Value of Shares
				Unexercised Options (#)				Exercise		Expiration		Have Not		That Have Not		Have Not		That Have
Name		Grant Date		Exercisable		Unexercisable		Price ($)		Date		Vested (#)		Vested ($)		Vested (3) (#)		Not Vested ($)
Dominique		11/17/2020		9,991		3,331		109.86		11/17/2030
Grau		11/16/2021		4,423		4,424		161.39		11/16/2031
		11/15/2022		2,175		6,526		148.00		11/15/2032
		11/22/2023		—		11,488		123.99		11/22/2033
		11/17/2020										249		32,447
		11/17/2020										796		103,727
		11/16/2021										254		33,099
		11/16/2021										1,151		149,987
		11/15/2022										2,233		290,982
		11/22/2023										4,051		527,886
		12/1/2023										16,614		2,164,970
		11/16/2021														6,866		894,708
		11/15/2022														8,884		1,157,674
		11/22/2023														12,064		1,572,060
		11/16/2021														2,594		338,024
		11/15/2022														3,235		421,553
		11/22/2023														4,196		546,781
Total				16,589		25,769						25,348		3,303,098		37,839		4,930,800
Michael R.		11/17/2020		68,692		22,898		109.86		11/17/2030
McMullen		11/16/2021		31,225		31,226		161.39		11/16/2031
		11/15/2022		14,791		44,374		148.00		11/15/2032
		11/22/2023		—		71,449		123.99		11/22/2033
		11/17/2020										5,471		712,926
		11/16/2021										8,120		1,058,117
		11/15/2022										15,184		1,978,627
		11/22/2023										25,195		3,283,160
		11/16/2021														48,468		6,315,865
		11/15/2022														60,412		7,872,288
		11/22/2023														75,036		9,777,941
		11/16/2021														18,313		2,386,367
		11/15/2022														22,000		2,866,820
		11/22/2023														26,097		3,400,700
Total				114,708		169,947						53,970		7,032,830		250,326		32,619,981

 

 

 

Option Exercises and Stock Vested

 

The following table sets forth information on restricted stock units and performance awards which vested during fiscal year 2024 and stock option exercises that took place in fiscal year 2024 and the value realized on the date of exercise, if any, by each of our NEOs.

 

		Option Awards				Restricted Stock Unit Awards				Performance Awards
		Number of				Number of				Number of
		Shares		Value Realized		Shares Acquired		Value Realized		Shares Acquired		Value Realized
		Acquired on		on Exercise (2)		Upon Vesting (1)		on Vesting (2)		Upon Vesting (3)		on Vesting (3)
Name		Exercise (1) (#)		($)		(#)		($)		(#)		($)
Padraig McDonnell		-		-		3,183		382,852		9,101		1,015,763
Robert McMahon		-		-		7,252		822,222		16,687		1,862,436
Simon May		-		-		-		-		-		-
Henrik Ancher-Jensen		11,703		317,571		5,008		578,680		10,012		1,117,439
Dominique Grau		-		-		4,645		522,078		9,709		1,083,621
Michael R. McMullen		65,218		5,731,380		29,702		3,367,281		66,748		7,449,744

 

 

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Pension Benefits

 

The following table shows the estimated present value of accumulated benefits, including years of service, payable at normal retirement age (65) to our NEOs under certain pension plans. Messrs. McDonnell, McMahon and May did not have an interest in any of our pension plans and there were no payments under any of our pension plans to any of our NEOs in fiscal year 2024. To calculate an eligible employee’s years of service, the pension plans will bridge each eligible employee’s service, if any, with Hewlett-Packard Company prior to June 2, 2000, to that eligible employee’s service with us on or after June 2, 2000; the total years of service will reflect employment service from both Hewlett-Packard and us, capped at 30 years of service. The cost of all pension plans set forth below is paid entirely by us. The present value of accumulated benefit is calculated using the assumptions under ASC Topic 715, Compensation – Retirement Benefits for the fiscal year end measurement (as of October 31, 2024). The present value is based on a lump sum interest rate of 6%, DPSP rate of return of 7.5% and the “applicable mortality table” described in Section 417(e)(3) of the Internal Revenue Code. See also Note 15 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

 

Pension Benefits
		Eligible for		Number of		Present
		Full		Years of		Value of
		Retirement		Credited		Accumulated
Name		Benefits?		Service (#)		Benefit ($)
Henrik Ancher-Jensen
Deferred Profit-Sharing Plan						-
U.S. Retirement Plan		N		3		99,455
Supplemental Benefit Plan						57,528
Total						156,983
Dominique Grau
Deferred Profit-Sharing Plan						-
U.S. Retirement Plan		Y		10		393,629
Supplemental Benefit Plan						172,038
Total						565,667
Michael R. McMullen
Deferred Profit-Sharing Plan						183,298
U.S. Retirement Plan		Y		30		794,430
Supplemental Benefit Plan						830,745
Total						1,808,473

 

Deferred Profit-Sharing Plan

 

The Deferred Profit-Sharing Plan is a closed, defined contribution plan. The Deferred Profit-Sharing Plan was created by Hewlett-Packard and covers participants’ service with Hewlett-Packard before November 1, 1993, and is used as a floor offset for the Retirement Plan for service prior to November 1, 1993. There have been no contributions into the plan since October 31, 1993.

 

For service prior to November 1, 1993 (if any), the benefit due is the greater of (i) the benefit defined by the Retirement Plan formula, or (ii) the annuity value of the Deferred Profit-Sharing Plan account balance. Therefore, for service prior to November 1, 1993, the Retirement Plan guarantees a minimum retirement benefit.

 

Benefits under the Deferred Profit-Sharing Plan are payable at normal retirement age as either (i) a single life annuity for single participants, or (ii) a 50% joint and survivor annuity for married participants. Participants may elect to receive payments at any time following termination or retirement in the above forms or as 75% or 100% joint and survivor annuity, or as a one-time lump sum.

 

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U.S Retirement Plan

 

The Retirement Plan, which was frozen for all participants as of April 30, 2016, was available to all employees hired onto U.S. payroll before November 1, 2014, and guarantees a minimum retirement benefit payable at normal retirement age (the later of age 65 or termination). Benefits were accrued on a monthly basis as a lump sum payable at normal retirement age based on eligible pay and years of service up to a maximum of 30 years as follows:

 

For participants who have fewer than 15 years of service:

 

11% × target pay at the end of the month

 

PLUS

 

5% × target pay at the end of the month in excess of 50% of the Social Security Wage Base

 

For participants who have 15 or more years of service:

 

14% × target pay at the end of the month

 

PLUS

 

5% × target pay at the end of the month in excess of 50% of the Social Security Wage Base

 

Benefits under the Retirement Plan are payable as either (a) a single life annuity for single participants or as (b) a 50% joint and survivor annuity for married participants. Participants may elect to receive payments at any time following termination or retirement in the above forms or as an actuarially equivalent 75% or 100% joint and survivor annuity, or as a one-time lump sum. Payments made prior to normal retirement age will be reduced in accordance with the plan provisions.

 

Supplemental Benefit Retirement Plan

 

The Supplemental Benefit Retirement Plan, which was frozen for all participants as of April 30, 2016, is an unfunded, non-qualified deferred compensation plan. Benefits payable under this plan are equal to the excess of the combined qualified Retirement Plan and Deferred Profit-Sharing Plan amount that would be payable in accordance with the terms of the Retirement Plan disregarding the benefit and compensation limitations imposed pursuant to sections 415 and 401(a)(17) of the Internal Revenue Code.

 

Benefits under the Supplemental Benefit Retirement Plan are payable upon termination or retirement as follows:

 

 

Non-Qualified Deferred Compensation

 

For fiscal year 2024, the 2005 Deferred Compensation Plan was available to all active employees on the US payroll with total target cash salary, including the short-term Performance-Based Compensation Plan, greater than or equal to $345,000.

 

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There are three types of earnings that may be deferred under the program:

 

 

Deferral elections may be made annually and are part of overall tax planning for many executives. There are several investment options available under the Plan, most of which mirror the investment choices under our tax-qualified 401(k) plan. All investment choices are made by the participant. Based on market performance, dividends and interest are credited to participants’ accounts from the funds that the participant has elected.

 

At the time participation is elected, employees must also elect payout in one of three forms, which can commence upon termination or be delayed by an additional one, two or three years following termination:

 

 

As of May 2022, the company provides one type of employer contribution, which is a matching contribution up to 6% of deferred base pay amounts above the IRS qualified plan limit. Prior to May 2022, the company also provided a transitional company contribution (DCPTCC) which is a formulaic contribution put in place due to the freeze of the U.S. pension and supplemental benefit retirement plans. Contributions made by the company to our NEOs are detailed in the table that follows.

 

Payouts are distributed to eligible participants in January of the year following termination, if termination occurs during the first six months of the calendar year. Otherwise, payouts are distributed to eligible participants in July of the year following termination where termination occurs during the second half of the calendar year. No early distributions or withdrawals are allowed. When and if received, a participant in the LTPP may elect to defer his or her shares through our 2005 Deferred Compensation Plan. The LTPP shares are deferred in the form of our common stock only. At the end of the deferral period, the LTPP shares are released to the executive.

 

We have established a rabbi trust as a source of funds to make payments under the non-qualified deferred compensation plan. As of October 31, 2024, the rabbi trust with Fidelity Management Trust Company was fully funded, so there is no need for additional funding.

 

The table below provides information on the non-qualified deferred compensation of the NEOs for fiscal year 2024.

 

		Executive		Company		Aggregate		Aggregate
		Contributions in		Contributions in		Earnings in Last		Balance at Fiscal
		Last Fiscal Year (1)		Last Fiscal Year		Fiscal Year (2)		Year-End
Name		($)		($)		($)		($)
Padraig McDonnell		11,540		3,231		56,888		258,627
Robert McMahon		676,048		25,691		855,392		4,071,719
Simon May		n/a		n/a		n/a		n/a
Henrik Ancher-Jensen		n/a		n/a		1,299,674		6,081,297
Dominique Grau		29,000		15,199		960,167		5,514,026
Michael R. McMullen		141,315		62,947		388,770		1,629,463

 

 

 

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Termination and Change of Control Arrangements

 

Set forth below is a description of the plans and agreements that could result in potential payments to the NEOs in the case of their termination of employment and/or a change of control of the company.

 

Effective with awards issued after October 31, 2018, the Compensation Committee modified the formula to qualify for continued vesting of awards upon retirement. The new formula requires that an employee who voluntarily terminates his or her employment will qualify for continued vesting only if his or her separation from service occurs after age 60 and the combination of the employee’s age plus eligible years of service is 75 or greater at such time. When an employee meets this requirement, his or her stock options and stock awards continue to vest per their original vesting schedule rather than accelerate at termination, and such employee is eligible to receive the full amount paid out under his or her performance stock units at the end of the applicable performance period based on actual achievement, assuming such retirement occurs after the 12-month anniversary of the date of grant of the performance stock units. If such retirement occurs during the first 12 months of the date of grant of the performance stock units, the employee would be eligible to receive a pro rata portion of the amount paid out under his or her performance stock units at the end of the applicable performance period based on actual achievement. We believe continued vesting following retirement, rather than acceleration upon retirement, better aligns NEO interests with stockholders beyond the date such NEO retires from the company. As of October 31, 2024, Mr. McMullen and Mr. Grau have met the eligibility requirements for continued vesting upon retirement. None of our other NEOs have met this requirement. Stock options and time-based stock awards vest on a “double-trigger” basis in connection with a qualifying termination following a change in control as described below. Finally, if an employee dies or becomes fully disabled, his or her unvested stock options and stock awards fully vest. For additional details regarding the treatment of equity awards (including performance stock units) upon a change of control or other separation from service, please see the "Termination and Change of Control Table".

 

Change of Control Agreements

 

Each NEO has entered into a Change of Control Agreement with the company. Under these agreements, in the event that within 24 months after or three months prior to a change of control of the company (or any time prior to a change of control if such action is requested by a potential acquiror), the company or its successor terminates the employment of such executive without cause or an event constituting good reason occurs and the executive resigns within three months after such an event, the executive will be entitled to: (i) two times, or solely with respect to the CEO, three times, the sum of such executive’s base salary and target bonus, (ii) payment of $80,000 for medical insurance premiums, (iii) full vesting of all outstanding options and stock awards not subject to performance-based vesting, and (iv) a prorated portion of any bonus for the fiscal year in which such termination occurs based on the greater of actual achievement as accrued on the termination date and target performance. Our change of control agreements do not provide tax gross-ups of parachute payments and instead provide “best-net” cutbacks.

 

Under the current agreements, a “change of control” means the occurrence of any of the following events: (i) the sale, exchange, lease or other disposition or transfer of all or substantially all of the assets of the company to a third party; (ii) a merger or consolidation involving the company in which our stockholders immediately prior to such merger or consolidation are not the owners of more than 75% of the total voting power of the outstanding voting securities of the company after the transaction; (iii) the acquisition of beneficial ownership of at least 25% of the total voting power of the outstanding voting securities of the company by a third person; or (iv) Individuals who, as of the effective date of such agreements, constitute the Board cease for any reason to constitute at least a majority of the Board.

 

“Good reason” means (i) the reduction of the officer’s rate of pay, other than reductions that apply to employees generally and variable and performance reductions; (ii) failure to provide benefits after a change of control, which taken as a whole are substantially similar to those in effect prior to the change in control, or any actions that significantly and adversely affect participation in or cause the reduction of benefits, other than those applied to employees broadly; (iii) a change in the officer’s duties, responsibilities, authority, job title, or reporting relationships resulting in a significant diminution of position, subject to certain exceptions; (iv) the relocation to a worksite that is more than 35 miles from his or her prior worksite and which increases the distance between such executive’s home and principal office by more than 35 miles, unless executive accepts such relocation opportunity; (v) the failure or refusal of a successor to the company to assume our obligations under the agreement; or (vi) a material breach by the company or any successor to the company of any of the material provisions of the agreement.

 

---

Under these agreements, “cause” means misconduct, including: (i) conviction of any felony or any crime involving moral turpitude or dishonesty which has a material adverse effect on our business or reputation; (ii) repeated unexplained or unjustified absences from the company; (iii) refusal or willful failure to act in accordance with any specific directions, orders or policies of the company that has a material adverse effect on our business or reputation; (iv) a material and willful violation of any state or federal law that would materially injure the business or reputation of the company as reasonably determined by the Board; (v) participation in a fraud or act of dishonesty against the company which has a material adverse effect on our business or reputation; (vi) conduct by the officer which the Board determines demonstrates gross unfitness to serve; or (vii) intentional, material violation by the officer of any contract between the officer and the company or any statutory duty of the officer to the company that is not corrected within thirty days after written notice to the officer.

 

The foregoing severance payments and benefits are subject to the participant's timely execution and non-revocation of a general release of claims and continue with certain restrictive covenants. In addition, these payments and benefits are subject to a "best net after-tax" provision in the event that the benefits would trigger excise tax penalties and loss of deductibility under Sections 280G and 4999 of the U.S. Internal Revenue Code.

 

In addition, in the event of a change of control:

 

 

Termination and Change of Control Table

 

For each of the NEOs, the table below estimates the amount of compensation that would be paid in the event a change of control of the company occurs and the executive is terminated without cause or voluntarily resigns for good reason, in both cases either within 24 months following the change of control or within three months prior to such change of control.

 

The amounts shown assume that each of the terminations was effective October 31, 2024.

 

		Cash Severance		Continuation of		Stock Award		Option		Pension		Total Termination
Name		Payments ($)		Benefits ($) (1)		Acceleration ($) (2)		Acceleration ($) (2)		Benefits ($) (3)		Benefits ($)
Padraig McDonnell		7,256,250		80,000		2,169,922		141,778		-		9,647,950
Robert McMahon		2,736,000		80,000		5,781,985		248,115		-		8,846,100
Simon May		2,160,000		80,000		551,863		-		-		2,791,863
Henrik Ancher-Jensen		2,466,000		80,000		3,567,757		180,929		156,983		6,451,670
Dominique Grau		2,006,000		80,000		3,303,098		140,723		565,667		6,095,488
Michael R. McMullen		4,320,000		80,000		7,032,830		919,822		1,808,473		14,161,124

 

 

 

CEO Pay Ratio

 

The SEC requires companies to disclose the ratio of the annual total compensation of their CEO to the median of the annual total compensation of their other employees.

 

---

Methodology and Pay Ratio

 

We determined the median employee based on the 17,402 employees on our payroll (excluding the CEO) as of October 31, 2024, based on a consistently applied compensation measure defined as the sum of base salary, annual bonus and target LTI value. Once we identified the median employee, the annual total compensation was then calculated according to the SEC’s rules for the Summary Compensation Table. The annual total compensation of our median employee for fiscal year 2024 was $75,642. As disclosed in our Summary Compensation Table on page 42, our CEO’s annual total compensation for fiscal year 2024 was $9,046,505. Based on these compensation amounts, our estimate of the ratio of the annual total compensation of CEO to the annual total compensation of our median employee was 120 to 1.

 

As of October 31, 2024, Agilent had employees in 30 countries with 37% in Asia Pacific, 26% in Europe, Middle East and Africa and 37% in the Americas.

 

Pay versus performance

 

---

 

Measures Linking Pay and Performance

 

As described in greater detail in “Compensation Discussion and Analysis,” our approach to executive compensation is designed to provide a market competitive total compensation program that directly links pay to performance, promotes the achievement of key strategic and financial performance, motivates long-term value creation, aligns executive officers’ interests with those of our stockholders, and attracts and retains the best possible executive talent. The most important financial measures used by the company to link Compensation Actually Paid (as defined by SEC rules) to the company’s NEOs for the most recently completed fiscal year to the company’s performance are:

 

---

Relationship between pay and performance

 

While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the “Pay versus performance” table. Moreover, the company does not specifically align the company’s performance measures with Compensation Actually Paid (as defined by SEC rules) for a particular year. In accordance with SEC rules, we are providing the following graphic descriptions of the relationships between information presented in the “Pay versus performance” table.

 

 

 

Note: Non-GAAP operating margin is further defined and reconciled to the most directly comparable GAAP financial measures in Appendix A to this proxy statement.

 

 

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PROPOSAL 2 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

 

Our stockholders are entitled to cast an advisory vote at the annual meeting to approve the compensation of our named executive officers, as disclosed in this proxy statement. The stockholder vote is an advisory vote only and is not binding on the company or its Board of Directors. The company currently intends to submit the compensation of the company’s named executive officers for an advisory vote annually, consistent with the advisory vote of the stockholders at the company’s 2024 annual meeting.

 

Although the vote is non-binding, the Compensation Committee and the Board of Directors value your opinions and will consider the outcome of the vote in establishing compensation philosophy and making future compensation decisions.

 

As described more fully in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of the proxy statement, we believe our named executive officers, as identified on page 24, are compensated in a manner consistent with our business strategy, competitive practice, sound compensation governance principles and stockholder interests and concerns. Our compensation policies and decisions are focused on pay-for-performance.

 

We are requesting your non-binding vote to approve the compensation of our named executive officers as described in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of the proxy statement.

 

Vote Required

 

The advisory vote regarding approval of the compensation of our named executive officers requires the affirmative vote of a majority of shares present at the annual meeting or represented by proxy and entitled to vote on the proposal. Abstentions will have the same effect as votes against this proposal. Broker non-votes will have no effect on this proposal as brokers are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.

 

The Board of Directors recommends a vote FOR the approval of the compensation of
our named executive officers for fiscal 2024.

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PROPOSAL 3 — RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit and Finance Committee of the Board has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm to audit our consolidated financial statements for the 2025 fiscal year. During the 2024 fiscal year, PwC served as our independent registered public accounting firm and also provided certain tax and other non-audit services. Although we are not required to seek stockholder approval of this appointment, the Board believes it to be sound corporate governance to do so. If the appointment is not ratified, the Audit and Finance Committee will investigate the reasons for stockholder rejection and will reconsider the appointment.

 

Representatives of PwC are expected to attend the annual meeting where they will be available to respond to questions and, if they desire, to make a statement.

 

Vote Required

 

The ratification of the appointment of PwC as our independent registered public accounting firm requires the affirmative vote of a majority of shares present at the annual meeting or represented by proxy and entitled to vote on the proposal. Abstentions will have the same effect as votes against this proposal. The approval of the appointment of PwC is a routine proposal on which a broker or other nominee is generally empowered to vote in the absence of voting instructions from the beneficial owner, so broker non-votes are unlikely to result from this proposal.

 

The Board of Directors recommends a vote FOR the ratification of the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm.

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AUDIT MATTERS

 

Fees Paid to PricewaterhouseCoopers LLP

 

The following table sets forth the aggregate fees charged to the company by PwC for audit services rendered in connection with the audited consolidated financial statements and reports for the 2024 and 2023 fiscal years and for other services rendered during the 2024 and 2023 fiscal years to the company and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services:

 

		Fiscal 2024		% of		Fiscal 2023		% of
Fee Category:		($)		Total		($)		Total
Audit Fees		$5,605,400		97.1%		$4,760,000		99.1%
Audit-Related Fees		140,000		2.4%		25,000		0.5%
Tax Fees		22,518		0.39%		17,024		0.4%
All Other Fees		2,000		0.03%		900		0.0%
Total Fees		$5,769,918		100%		$4,802,924		100%

 

Audit Fees: Consist of fees billed for professional services rendered for the integrated audit of our consolidated financial statements and our internal control over financial reporting and review of the interim condensed consolidated financial statements included in quarterly reports. Fiscal 2024 and 2023 audit fees also consist of fees billed for services that are normally provided by PwC in connection with statutory reporting and regulatory filings or engagements and attest services, except those not required by statute or regulation.

 

Audit-Related Fees: Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations in connection with acquisitions and divestitures, attest services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.

 

Tax Fees: Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, tax audits and appeals, customs and duties, mergers and acquisitions and international tax planning.

 

All Other Fees: Consist of fees for all other services other than those reported above.

 

Auditor Independence

 

In making its recommendation to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending October 31, 2025, the Audit and Finance Committee has considered whether services other than audit and audit-related services provided by PwC are compatible with maintaining the independence of PwC.

 

Policy on Preapproval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

 

The Audit and Finance Committee’s policy is to preapprove all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Preapproval is generally provided for up to one year and any preapproval is detailed as to the particular service or category of services and is subject to a specific budget. The Audit and Finance Committee has delegated its preapproval authority up to a specified maximum to the Chairperson of the Audit and Finance Committee who may preapprove all audit and permissible non-audit services so long as his preapproval decisions are reported to the Audit and Finance Committee at its next scheduled meeting. In FY24, all non-audit services by PWC were pre-approved.

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AUDIT AND FINANCE COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material,” to be “filed” with the SEC, or to be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that the company specifically incorporates it by reference into a document filed under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act. AUDIT AND FINANCE COMMITTEE REPORT   During fiscal year 2024, the Audit and Finance Committee of the Board (the “Audit and Finance Committee”) reviewed the quality and integrity of the company’s consolidated financial statements, the effectiveness of its system of internal control over financial reporting, its compliance with legal and regulatory requirements, the qualifications and independence of its independent registered public accounting firm, the performance of its internal audit function and independent registered public accounting firm and other significant financial matters. Each of the Audit and Finance Committee members satisfies the definition of independent director and is financially literate as established in the New York Stock Exchange. In addition, the Board of Directors has identified Dow R. Wilson as the Audit and Finance Committee’s “Financial Expert.” The company operates with a November 1 to October 31 fiscal year. The Audit and Finance Committee met twelve times, including telephone meetings, during the 2024 fiscal year. Between formal meetings, members of the Audit and Finance Committee, particularly the Chair, will additionally speak with members of management on financial and related topics.   The Audit and Finance Committee’s work is guided by a written charter that the Board has approved. The Audit and Finance Committee regularly reviews its charter to ensure that it is meeting all relevant audit committee policy requirements of the SEC, the Public Company Accounting Oversight Board and the New York Stock Exchange. You can access the latest Audit and Finance Committee charter by clicking on “Committee Charters” in the “Governance” section of the web page at www.investor.agilent.com or by writing to us at Agilent Technologies, Inc., 5301 Stevens Creek Blvd., Santa Clara, California 95051, Attention: Investor Relations.   The Audit and Finance Committee has reviewed and discussed with management and PricewaterhouseCoopers LLP, the company’s independent registered public accounting firm, the company’s audited consolidated financial statements and its internal controls over financial reporting. The Audit and Finance Committee has discussed with PricewaterhouseCoopers LLP, during the 2024 fiscal year, the matters required to be discussed by AS 1301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board and approved by the SEC.   The Audit and Finance Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit and Finance Committee concerning independence and has discussed with PricewaterhouseCoopers LLP its independence from the company. Based on the review and discussions noted above, the Audit and Finance Committee recommended to the Board that the company’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the fiscal year ended October 31, 2024, and be filed with the SEC.   Submitted by: Audit and Finance Committee Dow R. Wilson, Chairperson Mikael Dolsten, M.D., Ph.D. Daniel K. Podolsky, M.D. Sue H. Rataj

 

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PROPOSAL 4 — AMENDMENT OF AGILENT'S CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING REQUIREMENTS

 

The Board of Directors has unanimously approved, and recommends that stockholders approve, an amendment to Agilent’s Second Amended and Restated Certificate of Incorporation (the “Certificate”), substantially in the form attached to this proxy statement as Appendix B, to eliminate the current requirement in the Certificate for an affirmative vote of the combined voting power of at least eighty percent (80%) of the voting power of all shares of Agilent entitled to vote generally in the election of directors (the “Voting Stock”) then outstanding to approve certain actions.

 

Background

 

At the 2024 annual meeting, stockholders approved a non-binding stockholder proposal requesting the Board take necessary steps to eliminate supermajority voting provisions in Agilent’s Certificate and Bylaws. The Board of Directors made no recommendation with respect to the proposal in order to fully understand the viewpoints of Agilent’s stockholders on the matter. After extensive engagement and discussion with stockholders, the Board has decided to propose an amendment to our Certificate to eliminate all remaining supermajority voting provisions.

 

Proposed Amendments

 

Article X of the Certificate provides that the affirmative vote of the holders of at least 80% of the Voting Stock then outstanding, voting together as a single class shall be required to:

 

 

Upon the approval by our stockholders of the proposed amendment, Article X of our Certificate would be amended as follows:

 

“Except as otherwise provided in Article VIII above, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the state of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.”

 

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 over sixty-five percent (65%) of our stockholder base 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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Vote Required

 

The affirmative vote of holders of at least eighty percent (80%) of the Voting Stock is required to approve the amendment to our Certificate described herein.

 

The Board of Directors recommends a vote FOR the approval of Proposal 4 – Removal of Supermajority Voting Requirements.

 

 

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PROPOSAL 5 — ELECT EACH DIRECTOR ANNUALLY

 

Agilent received a stockholder proposal from John Chevedden of 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who beneficially owns fifty (50) shares of Agilent common stock (the “Proponent”). The Proponent has requested that Agilent include the following proposal and supporting statement in this proxy statement. The proposal may be voted on at the annual meeting only if properly presented by the Proponent or the Proponent’s qualified representative at the annual meeting.

 

This proposal and supporting statement are quoted verbatim below and Agilent is not responsible for their content, including any inaccurate statements that may be contained in them.

 

For the reasons set forth following the Proponent’s proposal, the Board of Directors makes no recommendation on Proposal 5 – Elect Each Director Annually.

 

RESOLVED, shareholders ask that our Company take all the steps necessary to reorganize the Board of Directors in order that each director stands for election at each annual meeting.   Although our management can adopt this proposal topic in one-year and one-year implementation is a best practice, this proposal allows the option to phase it in.   Classified Boards like the Constellation Energy Board have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School.   Arthur Levitt, former Chairman of the Securities and Exchange Commission said, "In my view it's best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them."   A total of 79 S&P 500 and Fortune 500 companies, worth more than $1 trillion, have adopted this important proposal topic since 2012. Annual election of each director could make directors more accountable, and thereby contribute to improved performance and increased company value at no extra cost to shareholders. Thus it was not a surprise that this proposal topic won majority support at Tesla in 2024 even when the biased insider shares, which voted every eligible share, were opposed.   Annual election of each director gives shareholders more leverage if the Board of Directors performs poorly. For instance if the Board of Directors approves excessive executive pay shareholders can soon vote against the Board's executive pay committee members instead of potentially waiting 3 long years under the current setup.   With the current 3-year terms for directors a director who is routinely absent from Board of Directors meetings could escape a wake-up shareholder vote for 3 long years. Thus the outdated 3-year terms for Agilent Technologies directors unfortunately opens the gate for poor director performance and is overdue for an improvement.   Please vote yes: Elect Each Director Annually - Proposal 5

 

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Board Recommendation

 

The Board is interested in further understanding the viewpoints of the company’s stockholders and makes no recommendation with respect to the proposal. Consistent with our historical commitment to stockholder engagement, the Board will carefully evaluate the voting results of this proposal, the results of the vote on Proposal 4, together with additional stockholder input received in the course of the company’s stockholder engagement program, in determining the appropriate course of action. Should this proposal receive stockholder approval, the company will conduct outreach to the company’s stockholder base to enable the Board to take the appropriate responsive actions to the feedback received, including taking steps to obtain stockholder approval to amend the company’s Charter to declassify the Board.

 

Stockholders should note that this proposal is advisory in nature only and approval of this proposal would not, by itself, result in the declassification of the Board. The Board and stockholders would need to take subsequent action to amend our Certificate to declassify the Board.

 

Vote Required

 

The affirmative vote of a majority of shares present at the annual meeting or represented by proxy and entitled to vote is required for approval of the proposal. Abstentions will have the same effect as votes against this proposal. Brokers and other nominees will not be entitled to vote on the proposal in the absence of voting instructions from the beneficial owner, so broker non-votes will not be counted for purposes of determining whether the proposal has been approved. Proxies returned without voting instructions shall be voted “ABSTAIN” with respect to the proposal.

 

The Board of Directors makes no recommendation on Proposal 5 – Elect Each Director Annually

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BENEFICIAL OWNERSHIP

 

Stock Ownership of Certain Beneficial Owners

 

The following table sets forth information, as of January 23, 2025, concerning each person or group known by us, based on filings pursuant to Section 13(d) or (g) under the Exchange Act, to own beneficially more than 5% of the outstanding shares of our common stock. The percentage ownership of outstanding shares is based on [_____________] shares of common stock issued and outstanding as of January 23, 2025.

 

Name and Address of Beneficial Owner		Amount and Nature		Percent of Class
The Vanguard Group		33,446,526(1)		11.64%(1)
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.		27,257,254(2)		9.3%(2)
55 East 52nd Street
New York, NY 10022
Massachusetts Financial Services Company		15,589,874(3)		5.4%(3)
111 Huntington Avenue
Boston, MA 02199

 

 

 

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Stock Ownership of Directors and Officers

 

The following table sets forth information, as of January 23, 2025, on the beneficial ownership of our common stock by (1) each director and each of our NEOs and (2) by all directors and executive officers as a group. Unless otherwise indicated, each person has sole investment and voting power, or shares such powers with his or her spouse, with respect to the shares set forth in the following table.

 

						Number of	Total Shares
				Total Number		Shares Subject	Beneficially
	Number of			of Shares		to Excercisable	Owned Plus
	Shares of		Deferred	Beneficially		Options and	Underlying	Percentage
Name of Beneficial Owner	Common Stock		Stock (1)	Owned (2)		RSUs (3)	Units	(* Less than 1%)
Mala Anand	12,728		-	12,728		-	12,728	*
Henrik Ancher-Jensen	19,833		45,745	65,578		-	65,578	*
Hans E. Bishop	-		25,107	25,107	(4)	-	25,107	*
Otis Brawley, M.D.	-		8,097	8,097		-	8,097	*
Mikael Dolsten, M.D., PhD	2,845		2,881	5,726		-	5,726	*
Dominique Grau	61,501		-	61,501	(5)	-	61,501
Koh Boon Hwee	46,990		13,282	60,272		-	60,272	*
Heidi K. Kunz	1,678		55,264	56,942	(6)	-	56,942	*
Simon May	-		-	-		-	-
Padraig McDonnell	12,465		-	12,465		-	12,465	*
Robert W. McMahon	104,448		26,852	131,300		-	131,300	*
Michael R. McMullen	200,182		-	200,182	(7)	-	200,182	*
Daniel K. Podolsky, M.D.	-		35,678	35,678		-	35,678	*
Sue H. Rataj	26,611		-	26,611		-	26,611	*
George A. Scangos, PhD	17,893	(8)	18,643	36,536		-	36,536	*
Dow R. Wilson	-		16,221	16,221		-	16,221	*
All directors and executive officers as a group (21) persons (9)	507,174		247,770	754,944		-	754,944	*

 

 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file reports with the SEC regarding their ownership and changes in ownership of our common stock. We believe that during the 2024 fiscal year, one of our executive officers failed to file certain Form 4s on a timely basis. Philip Binns reported a transaction on a late Form 4 filing. In making these statements, we have relied upon examination of copies of Forms 3, 4 and 5 filed with the SEC and the written representations of our directors and officers.

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GENERAL INFORMATION

 

Q: Who can participate at the annual meeting?

 

A: Stockholders of record as of January 23, 2025 (the “record date”) can participate in and vote at the annual meeting.

 

Q: How can I pre-register for the annual meeting?

 

A: Stockholders of record as of the record date who wish to attend the annual meeting in person are highly recommended to pre-register for the meeting by 5 p.m., Pacific Time, March 3, 2025, by submitting (1) your name and (2) the 15-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials via email to agilent_agm@agilent.com. For security concerns, only pre-registered stockholders may attend the meeting in-person.

 

Q: How will the annual meeting be conducted?

 

A: The annual meeting will be conducted in person at 5301 Stevens Creek Blvd., Santa Clara, California 95051 on 8:00 a.m., Pacific Time, on March 13, 2025, at which time the meeting will begin promptly. To minimize any disruptions, there will be no admittance to the annual meeting once the meeting has commenced.

 

Q: How can I attend the annual meeting if I am unable to attend in person?

 

A: 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. Information as to how to obtain the list of stockholders entitled to vote at the annual meeting will be available during the ten days preceding the annual meeting.

 

Q: Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

 

A: In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (the “Annual Report”), by providing access to such documents on the Internet. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, commencing on or about January 31, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice”) was sent to most of our stockholders which will instruct you how to access and review the proxy materials on the Internet. The Notice also instructs you to submit your proxy via the Internet. If you would like to receive a paper or email copy of our proxy materials, please follow the instructions for requesting such materials in the Notice.

 

Q: Why am I receiving these materials?

 

A: We are providing these proxy materials to you on the Internet or, upon your request, have delivered printed versions of these materials to you by mail, in connection with our 2025 annual meeting of stockholders, which will take place on March 13, 2025. Stockholders are invited to participate in the annual meeting and are requested to vote on the proposals described in this proxy statement.

 

Q: Who is soliciting my proxy?

 

A: We are soliciting proxies to be used at the annual meeting of stockholders on March 13, 2025, for the purposes set forth in the foregoing Notice.

 

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Q: What is included in these proxy materials?

 

A: These proxy materials include:

 

 

If you requested printed versions of these materials by mail, these materials also include the proxy card or the voting instruction card for the annual meeting. If you received a Notice of Internet Availability of the Proxy Materials, see below for information regarding how you can vote your shares.

 

Q: What information is contained in these materials?

 

A: The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of directors and our most highly paid officers and certain other required information.

 

Q: What shares owned by me can be voted?

 

A: All unrestricted shares owned by you as of the close of business on January 23, 2025 may be voted. You may cast one vote per share of common stock that you held on the record date. These include shares that are: (1) held directly in your name as the stockholder of record, including shares received or purchased through the Agilent Technologies, Inc. 1999 Stock Plan, 2009 Stock Plan and 2018 Stock Plan and the Agilent Technologies, Inc. Employee Stock Purchase Plan and 2020 Employee Stock Purchase Plan (collectively, the “Deferred Compensation Plans”), and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee or otherwise held for your account by the Deferred Compensation Plans. You can direct Fidelity, the trustee of the Deferred Compensation Plans, to vote your proportionate interest in the shares of common stock held under the Deferred Compensation Plans by returning a proxy card or voting instruction form or by providing voting instructions via the Internet or by telephone. Fidelity will vote your Deferred Compensation Plan shares as of the record date in the manner directed by you. Because Fidelity is designated to vote on your behalf, you will not be able to vote your shares held in the Deferred Compensation Plans at the meeting. If we do not receive voting instructions from you by 1:00 a.m., Eastern time, on March 13, 2025, Fidelity will not vote your Deferred Compensation Plan shares on any of the proposals brought at the annual meeting.

 

On the record date, January 23, 2025, we had [____________] shares of common stock issued and outstanding.

 

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A: Most of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

 

Stockholder of Record: If your shares are registered directly in your name with our transfer agent Computershare, you are considered, with respect to those shares, the stockholder of record, and the Notice, or if requested, the proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the persons named as proxy holders, Padraig McDonnell, President and Chief Executive Officer and Bret DiMarco, Senior Vice President, Chief Legal Officer and Secretary, or to vote at the annual meeting. If you requested printed copies of the proxy materials, we have provided a proxy card for you to use.

 

Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you are invited to participate in the annual meeting. You also have the right to direct your broker on how to vote these shares. Your broker or nominee should have enclosed a voting instruction form for you to direct your broker or nominee how to vote your shares. You may also vote by Internet or by telephone, as described below under “How can I vote my shares without attending the annual meeting?” However, shares held in “street name” may be voted at the annual meeting by you only if you obtain a signed legal proxy from the record holder (stock brokerage, bank, or other nominee) giving you the right to vote the shares.

 

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Q: What identification is required for admission to the annual meeting?

 

A: In order to be admitted to the annual meeting, in addition to pre-registering as noted above, you must present proof of ownership of our stock on 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. Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of the proof of ownership. Stockholders and proxyholders will also be asked to present a form of photo identification such as a driver’s license or passport. Backpacks, cameras, recording equipment and other electronic recording devices will not be permitted at the annual meeting. We reserve the right to inspect any persons or proposals prior to their admission to the annual meeting. Failure to follow the meeting rules or permit inspection will be grounds for exclusion from the annual meeting.

 

Q: How can I ask questions at the annual meeting?

 

A: We are committed to ensuring the annual meeting provides stockholders with a meaningful opportunity to participate, including the ability to ask questions. Stockholders of record attending the annual meeting in person will have an opportunity to ask questions during the annual meeting. Please note that stockholders are limited to one question each. All questions or remarks must be relevant to the business of the company or to the business of the annual meeting and briefly stated. Questions relevant to meeting matters will be answered during the meeting, subject to time constraints.

 

Q: How can I vote my shares in person at the annual meeting?

 

A: Shares held directly in your name as the stockholder of record may be voted in person at the annual meeting. If you choose to vote your shares in person at the annual meeting, please bring proof of ownership of our stock on the record date, such as the Notice of Internet Availability of Proxy Materials, legal proxy, voting instruction card provided by your broker, bank or nominee, or a proxy card as well as proof of identification, as noted above. Even if you plan to attend the annual meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the annual meeting.

 

Q: How can I vote my shares without attending the annual meeting?

 

A: Whether you hold your shares directly as the stockholder of record or beneficially in “street name”, you may direct your vote without attending the annual meeting by proxy. You can vote by proxy over the Internet or by telephone. Please follow the instructions provided in the Notice, or, if you request printed copies of proxy materials, on the proxy card or voting instruction card.

 

Q: Can I revoke my proxy or change my vote?

 

A: You may revoke your proxy or change your voting instructions prior to the vote at the annual meeting. You may enter a new vote by using the Internet or the telephone or by mailing a new proxy card or new voting instruction card bearing a later date (which will automatically revoke your earlier voting instructions) or by attending the annual meeting and voting in person. Your attendance at the annual meeting in person will not cause your previously granted proxy to be revoked unless you specifically so request.

 

Q: How are votes counted?

 

A: In the election of directors, your vote may be cast “FOR” or “AGAINST” one or more of the nominees, or you may “ABSTAIN” from voting with respect to one or more of the nominees. Shares voting “ABSTAIN” have no effect on the election of directors.

 

For proposals 2, 3, 4 and 5, your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN,” it has the same effect as a vote “AGAINST.” If you sign your proxy card or broker voting instruction form with no further instructions, your shares will be voted as described below in “Abstentions and Broker Non-Votes”.

 

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Abstentions and Broker Non-Votes

 

Any shares represented by proxies that are marked to “ABSTAIN” from voting on a proposal will be counted as present in determining whether we have a quorum. They will also be counted in determining the total number of shares entitled to vote on a proposal. Abstentions and, if applicable, broker non-votes will not be counted as votes “cast" and thus will have no effect on determining whether a director nominee has received a majority of the votes cast.

 

If your shares are held in street name and you do not instruct your broker on how to vote your shares, your broker, in its discretion, may either leave your shares unvoted or vote your shares on routine matters. Only Proposal 3 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. If your broker returns a proxy card but does not vote your shares, this results in a “broker non-vote.” Broker non-votes will be counted as present for the purpose of determining a quorum.

 

Proposals 1 (election of directors), 2 (approval of the compensation of our named executive officers), 4 (approval of the removal of supermajority voting requirements) and 5 (stockholder proposal to elect each director annually) are not considered routine matters, and without your instruction, your broker cannot vote your shares. Because brokers do not have discretionary authority to vote on these proposals, broker non-votes will not be counted for the purpose of determining the number of votes cast on these proposals.

 

Q: What does it mean if I receive more than one Notice, proxy card or voting instruction form?

 

A: It means your shares are registered differently or are in more than one account. For each Notice you receive, please vote online for each control number you have been assigned. If you receive paper copies of proxy materials, please provide voting instructions for all proxy cards and voting instruction forms you receive.

 

Q: Where can I find the voting results of the annual meeting?

 

A: We will announce preliminary voting results at the annual meeting and publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting.

 

Q: What happens if additional proposals are presented at the annual meeting?

 

A: Other than the five proposals described in this proxy statement, we do not expect any matters to be presented for a vote at the annual meeting. If you grant a proxy, the persons named as proxy holders, Padraig McDonnell, President and Chief Executive Officer and Bret DiMarco, Senior Vice President, Chief Legal Officer and Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the annual meeting.

 

If for any unforeseen reason, any one or more of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

 

Q: What is the quorum requirement for the annual meeting?

 

A: The quorum requirement for holding the annual meeting and transacting business is a majority of the outstanding shares entitled to be voted. The shares may be present in person or represented by proxy at the annual meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Broker non-votes, however, are not counted as shares present and entitled to be voted with respect to the matter on which the broker has expressly not voted. Thus, broker non-votes will not affect the outcome of any of the matters being voted on at the annual meeting.

 

Q: Who will count the vote?

 

A: A representative of Computershare will tabulate the votes and act as the inspector of election.

 

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Q: Is my vote confidential?

 

A: Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the company or to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation by the Board. Occasionally, stockholders provide written comments on their proxy card, which are then forwarded to our management.

 

Q: Who will bear the cost of soliciting votes for the annual meeting?

 

A: Agilent is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. We have retained the services of Georgeson LLC (“Georgeson”) to aid in the solicitation of proxies from banks, brokers, nominees and intermediaries. We estimate that we will pay Georgeson a fee of $17,500 for its services.

 

In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners.

 

Q: Whom should I contact if I have questions?

 

A: Stockholders with questions or who need assistance in voting their shares may call our proxy solicitor Georgeson, toll-free at
1-888-755-4024.

 

Q: May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?

 

A: You may submit proposals for consideration at future annual stockholder meetings, including director nominations.

 

Rule 14a-8 Stockholder Proposals: In order for a stockholder proposal to be considered for inclusion in our proxy statement for next year’s annual meeting pursuant to Rule 14a-8, the written proposal must be received by us no later than October 3, 2025. Such proposals will need to comply with the SEC’s regulations regarding the inclusion of stockholder proposals in our proxy materials. In order for a stockholder proposal to be raised from the floor during next year’s annual meeting, written notice must be received by us no later than October 3, 2025, and must contain such information as required under our Bylaws.

 

Nomination of Director Candidates: Our Bylaws permit stockholders to nominate directors at a stockholder meeting. In order to make a director nomination at an annual stockholder meeting, it is necessary that you notify us not more than 150 days and not less than 120 days before the first anniversary of the date that the proxy statement for the preceding year’s annual meeting was first sent to stockholders.

 

Our 2025 proxy statement was first sent to stockholders on January 31, 2025. Thus, in order for any such nomination notice to be timely for next year’s annual meeting, it must be received by us no earlier than September 3, 2025 and no later than October 3, 2025. In addition, the notice must meet all other requirements contained in our Bylaws and include any other information required pursuant to Regulation 14A of the Exchange Act. In addition to satisfying the deadline in our Bylaws, a stockholder or group of stockholders who intend to solicit proxies in support of nominees other than our nominees must provide the notice required under Rule 14a-19 under the Exchange Act no later than January 12, 2026.

 

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. Under our Bylaws, to be considered timely, compliant notice of proxy access director nominations for next year’s proxy statement must be received by us no earlier than September 3, 2025 and no later than October 3, 2025.

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Copy of Bylaw Provisions: You may contact our Corporate Secretary at our corporate headquarters for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. Additionally, a copy of our Bylaws can be accessed on the Agilent Investor Relations website under “Governance”.

 

Q: How do I obtain a separate set of proxy materials if I share an address with other stockholders?

 

A: To reduce expenses, in some cases, we are delivering one set of the proxy materials (if hard copies are requested by the stockholders) or, where applicable, one Notice to certain stockholders who share an address, unless otherwise requested by one or more of the stockholders. For stockholders receiving hard copies of the proxy materials, a separate proxy card is included with the proxy materials for each stockholder. For stockholders only receiving a Notice, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you have only received one set of the proxy materials or one Notice at a shared address, you may request separate copies at no additional cost to you by contacting us at the below contact details, and we will deliver separate copies promptly upon written or oral request.

 

Agilent Technologies, Inc.

Attn: Stockholder Records

5301 Stevens Creek Blvd.

Santa Clara, California 95051

(800) 227-9770

 

If you received a Notice and you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

 

You may also request separate paper proxy materials or a separate Notice for future annual meetings by following the instructions for requesting such materials in the Notice, or by contacting us by calling or writing.

 

Q: If I share an address with other stockholders of the company, how can we get only one set of voting materials for future meetings?

 

A: You may request that we send you and the other stockholders who share an address with you only one Notice or one set of proxy materials (e.g., proxy statement and Annual Report on Form 10-K) by contacting us at:

 

Agilent Technologies, Inc.

Attn: Stockholder Records

5301 Stevens Creek Blvd.

Santa Clara, California 95051

(800) 227-9770

shareholder-records@agilent.com

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Annual Report on Form 10-K

 

Agilent's Annual Report on Form 10-K for the fiscal year ended October 31, 2024, is available to view or download at Agilent's Investor page located at www.agilent.com.

 

By Order of the Board,

 

 

Bret DiMarco
Senior Vice President, Chief Legal Officer
and Secretary

Dated: January 31, 2025

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APPENDIX A

TO PROXY STATEMENT

OF

AGILENT TECHNOLOGIES, INC.

The reconciliation of non-GAAP net income and diluted EPS for the years ended October 31, 2024, 2023 and 2022 follows:

 

ADJUSTED NON-GAAP NET INCOME AND DILUTED EPS RECONCILIATIONS

(In millions, except per share amounts)

(Unaudited)

 

		Years Ended
		October 31,
		2024				Diluted EPS				2023				Diluted EPS				2022				Diluted EPS
GAAP net income		$	1,289			$	4.43			$	1,240			$	4.19			$	1,254			$	4.18
Non-GAAP adjustments:
Asset impairments			19				0.06				277				0.94			—				—
Restructuring and other related costs			76				0.26				46				0.16			—				—
Intangible amortization			102				0.35				139				0.47				191				0.64
Transformational initiatives			11				0.04				25				0.08				30				0.10
Acquisition and integration costs			12				0.04				16				0.05				25				0.08
Business exit and divestiture costs (gain)		—				—					(43	)			(0.15	)			7				0.02
Net loss (gain) on equity securities			(1	)		—					42				0.14				63				0.21
Pension settlement loss			2				0.01				4				0.01				4				0.01
Change in fair value of contingent consideration		—				—					1			—					(25	)			(0.08	)
Loss on extinguishment of debt		—				—				—				—					9				0.03
Other			17				0.06				20				0.07				12				0.04
Adjustment for taxes (a)			12				0.04				(158	)			(0.52	)			(5	)			(0.01	)
Non-GAAP net income		$	1,539			$	5.29			$	1,609			$	5.44			$	1,565			$	5.22
Acquisitions			3				0.01				6				0.02			—				—
Currency and hedging			(20	)			(0.07	)			(32	)			(0.11	)			20				0.07
Interest expense associated with acquisitions			4				0.02			—				—				—				—
Impact of tax rate adjustment		—				—				—				—					(33	)			(0.11	)
Impact of share count adjustment		—				—				—				—				—					(0.04	)
Adjusted non-GAAP net income		$	1,526			$	5.25			$	1,583			$	5.35			$	1,552			$	5.14
Diluted shares - as reported							291								296								300
Add back share repurchases in excess of plan						—								—									2
Diluted shares - as adjusted							291								296								302

 

 

The adjustment for taxes excludes tax expense (benefits) that management believes are not directly related to on-going operations and which are either isolated, temporary or cannot be expected to occur again with any regularity or predictability such as the realized gain/loss due to sale of a business, windfall benefits on stock compensation, and the impact of R&D capitalization under section 174 of the Tax Cuts and Jobs Act of 2017. For the year ended October 31, 2024, management used a non-GAAP effective tax rate of 12.50%. For the year ended October 31, 2023, management used a non-GAAP effective tax rate of 13.75%. For the year ended October 31, 2022, management used a non-GAAP effective tax rate of 14.00%.

 

We provide non-GAAP net income and non-GAAP net income per share amounts in order to provide meaningful supplemental information regarding our operational performance and our prospects for the future. These supplemental measures exclude, among other things, charges related to asset impairments, restructuring and other related costs, amortization of intangibles, transformational initiatives, acquisition and integration costs, business exit and divestiture costs (gain), net loss (gain) on equity securities, pension settlement loss, change in fair value of contingent consideration and loss on extinguishment of debt.

 

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Asset impairments include assets that have been written down to their fair value.

 

Restructuring and other related costs include incremental expenses incurred in the period associated with restructuring programs, usually aimed at changes in business and/or cost structure. Such costs may include one-time termination benefits, facility-related costs and contract termination fees.

 

Transformational initiatives include expenses associated with targeted cost reduction activities such as manufacturing transfers including costs to move manufacturing, site consolidations, legal entity and other business reorganizations, insourcing or outsourcing of activities. Such costs may include move and relocation costs, one-time termination benefits and other one-time reorganization costs. Included in this category are also expenses associated with company programs to transform our product lifecycle management (PLM) system and human resources and financial systems.

 

Acquisition and Integration costs include all incremental expenses incurred to effect a business combination. Such acquisition costs may include advisory, legal, accounting, valuation, and other professional or consulting fees. Such integration costs may include expenses directly related to integration of business and facility operations, the transfer of assets and intellectual property, information technology systems and infrastructure and other employee-related costs.

 

Business exit and divestiture costs (gain) include costs and gain associated with business divestitures.

 

Net loss (gain) on equity securities relates to the realized and unrealized mark-to-market adjustments for our marketable and non-marketable equity securities.

 

Pension settlement loss relates to the relief of the US Retirement Plan pension obligation due to increased lump sum payouts over a specified accounting threshold.

 

Change in fair value of contingent consideration represents changes in the fair value estimate of acquisition-related contingent consideration.

 

Loss on extinguishment of debt for the year ended October 31, 2022 relates to the net loss recorded on the redemption of the $600 million outstanding 3.875% 2023 senior notes due on July 15, 2023, called on April 4, 2022 and settled on May 4, 2022.

 

Other includes certain legal costs and settlements, special compliance costs, acceleration of stock-based compensation expense and other miscellaneous adjustments.

 

Impact of tax rate adjustment relates to the impact of applying tax rate of 15.75% for LTPP (long-term performance plan) EPS calculation versus FY22 non-GAAP tax rate of 14.00%.

 

Our management uses non-GAAP measures to evaluate the performance of our core businesses, to estimate future core performance and to compensate employees. Since management finds this measure to be useful, we believe that our investors benefit from seeing our results “through the eyes” of management in addition to seeing our GAAP results. This information facilitates our management’s internal comparisons to our historical operating results as well as to the operating results of our competitors.

 

Our management recognizes that items such as amortization of intangibles can have a material impact on our cash flows and/or our net income. Our GAAP financial statements including our statement of cash flows portray those effects. Although we believe it is useful for investors to see core performance free of special items, investors should understand that the excluded items are actual expenses that may impact the cash available to us for other uses. To gain a complete picture of all effects on the company’s profit and loss from any and all events, management does (and investors should) rely upon the GAAP income statement. The non-GAAP numbers focus instead upon the core business of the company, which is only a subset, albeit, a critical one, of the company’s performance.

 

Readers are reminded that non-GAAP numbers are merely a supplement to, and not a replacement for, GAAP financial measures. They should be read in conjunction with the GAAP financial measures. It should be noted as well that our non-GAAP information may be different from the non-GAAP information provided by other companies.

 

The reconciliation of adjusted non-GAAP income from operations and operating margins for the years ended October 31, 2024 and 2023 is as follows:

---

 

RECONCILIATION OF ADJUSTED NON-GAAP INCOME FROM OPERATIONS AND OPERATING MARGINS

(In millions, except margin data)

(Unaudited)

 

						Operating						Operating
		FY24				Margin %		FY23				Margin %
Revenue:		$	6,510					$	6,833
Adjustments:
Currency			(68	)					(174	)
Acquisitions			(10	)				—
Adjusted revenue		$	6,432					$	6,659
Income from operations:
GAAP Income from operations		$	1,488			22.9%		$	1,350			19.8%
Add:
Asset impairments			8						277
Restructuring and other related costs			76						46
Intangible amortization			102						139
Transformational initiatives			11						25
Acquisition and integration costs			12						16
Change in fair value of contingent consideration		—							1
Other			24						21
Non-GAAP income from operations		$	1,721			26.4%		$	1,875			27.4%
Adjust:
Currency and hedging			(19	)					(37	)
Acquisitions			3						6
Adjusted non-GAAP income from operations		$	1,705			26.5%		$	1,844			27.7%

 

 

We provide non-GAAP income from operations and non-GAAP operating margin amounts in order to provide meaningful supplemental information regarding our operational performance and our prospects for the future. These supplemental measures exclude, among other things, charges related to asset impairments, restructuring and other related costs, amortization of intangibles, transformational initiatives, acquisition and integration costs and change in fair value of contingent consideration.

 

Our management recognizes that items such as amortization of intangibles can have a material impact on our cash flows and/or our net income. Our GAAP financial statements including our statement of cash flows portray those effects. Although we believe it is useful for investors to see core performance free of special items, investors should understand that the excluded items are actual expenses that may impact the cash available to us for other uses. To gain a complete picture of all effects on the company’s profit and loss from any and all events, management does (and investors should) rely upon the GAAP income statement. The non-GAAP numbers focus instead upon the core business of the company, which is only a subset, albeit a critical one, of the company’s performance.

 

Readers are reminded that non-GAAP numbers are merely a supplement to, and not a replacement for, GAAP financial measures. They should be read in conjunction with the GAAP financial measures. It should be noted as well that our non-GAAP information may be different from the non-GAAP information provided by other companies.

 

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APPENDIX B

TO PROXY STATEMENT

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

AGILENT TECHNOLOGIES, INC.

Agilent Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify:

ARTICLE I

The name of the Corporation is Agilent Technologies, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended.

ARTICLE IV

The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock, par value $0.01 per share (“Common Stock”) and Preferred Stock, par value $0.01 per share (“Preferred Stock”). The total number of shares of Common Stock that the Corporation shall have authority to issue is 2,000,000,000. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is 125,000,000. The Preferred Stock may be issued from time to time in one or more series.

The Corporation shall from time to time in accordance with the laws of the State of Delaware increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit conversion of all outstanding Preferred Stock.

The Board of Directors is hereby authorized, subject to limitations prescribed by law and the provisions of this Article IV, by resolution to provide for the issuance of the shares of Preferred Stock in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

---

No holders of shares of the Corporation of any class, now or hereafter authorized, shall have any preferential or preemptive rights to subscribe for, purchase or receive any shares of the Corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe for, purchase or receive any securities convertible to or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the Corporation, except in the case of any shares of Preferred Stock to which such rights are specifically granted by any resolution or resolutions of the Board of Directors adopted pursuant to this Article IV.

ARTICLE V

Effective as of the time at which Hewlett-Packard Company, a Delaware corporation, and its affiliates shall cease to be the beneficial owner of an aggregate of at least a majority of the then outstanding shares of Common Stock (the “Trigger Date”), any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Effective as of the Trigger Date, except as otherwise required by law and subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of stockholders of the Corporation for any purpose or purposes may be called only by or at the direction of (a) the Board of Directors, (b) the Chairman of the Board of Directors of the Corporation, or (c) the Secretary of the Corporation at the written request, in accordance with and subject to the Bylaws of the Corporation, of stockholders holding continuously for at least one (1) year an aggregate net long position of not less than twenty percent (20%) of the Voting Stock. No business other than that stated in the notice shall be transacted at any special meeting.

ARTICLE VI

The Corporation is to have perpetual existence.

ARTICLE VII

For the management of the business and for the conduct of affairs of the Corporation, and in further definition, limitation and regulation of powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

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ARTICLE VIII

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ARTICLE IX

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the laws of the State of Delaware) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE X

Except as otherwise provided in Article VIII above, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the state of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, Agilent Technologies, Inc. has caused this Third Amended and Restated Certificate of Incorporation to be executed by Bret DiMarco, its Secretary this [____] day of [__________] 2025.

 

/s/ Bret DiMarco

Bret DiMarco

 

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Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 1:00am, Eastern Time, on March 13, 2025. Online Go to www.envisionreports.com/agilent or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/agilent Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR all the listed nominees, and FOR Proposals 2 and 3 and 4 has no recommendation foe proposal 5. 1. Election of Directors: To elect four directors to a three-year term. At the annual meeting, the Board of Directors intends to present the following nominees for election as directors: For Against Abstain For Against Abstain 01 -Otis W. Brawley, M.D 02 - Mikael Dolsten M.D., Ph.D. For Against Abstain For Against Abstain 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 the amendments to Aglient's Second Amended and Restated Certificate of Incorporation to remove Supermajority voting requirements 5. To elect each director annually. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

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The 2024 Annual Meeting of Stockholders of Agilent Technologies, Inc. will be held at 5301 Stevens Creek Blvd., Santa Clara CA 95051 on Thursday, March 13, 2025 at 8 a.m., Pacific Time PLEASE NOTE 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 the proxy statement. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/agilent IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy — AGILENT TECHNOLOGIES, INC. Annual Meeting of Stockholders—March 13, 2025 This Proxy is solicited on behalf of the Board of Directors. The undersigned hereby appoints PADRAIG MCDONNEL and BRET DIMARCO, and each of them, as proxies for the undersigned, with full power of substitution, to act and to vote all the shares of Common Stock of Agilent Technologies, Inc. held of record by the undersigned on January 23, 2025, at the Annual Meeting of Stockholders to be held on Thursday, March 13, 2025, or any postponement, adjournment or continuations thereof. IMPORTANT—This Proxy must be signed and dated on the reverse side. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE BOARD’S NOMINEES AND PROPOSALS 2, 3, 4 ANDVOTED ABSTAIN FOR PROPOSAL 5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED If you vote by telephone or the Internet, please DO NOT mail back this proxy card. (Continued and to be voted on reverse side.) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below.

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v3.24.4

Document and Entity Information	12 Months Ended
	Oct. 31, 2024
Cover [Abstract]
Document Type	PRE 14A
Amendment Flag	false
Entity Registrant Name	AGILENT TECHNOLOGIES, INC.
Entity Central Index Key	0001090872

v3.24.4

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2021
Pay vs Performance Disclosure
Pay vs Performance Disclosure, Table	The following information, as required and defined by SEC rules, shows the relationship between executive compensation actually paid and certain financial performance measures. For information about how our Compensation Committee seeks to align executive compensation with the company’s performance, see “Compensation Discussion and Analysis.” The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs.             Average Summary Compensation Average Compensation Value of Initial Fixed $100 Investment Based on:   Company Fiscal Year Summary Compensation Table Total for CEO 1 Compensation Actually Paid to CEO 1 (1) Summary Compensation Table Total for CEO 2 Compensation Actually Paid to CEO 2 (1) Table for Non- CEO Named Executive Officers(1) Actually Paid to Non-CEO Named Executive Officers(1) Total Shareholder Return(2) Peer Group Total Shareholder Return(3) Net Income (in billions)(4) Selected Measure (Adjusted EPS)(5) 2024 $16,619,219 $21,204,628 $9,041,669 $8,915,605 $5,918,692 $6,974,046 $178.06 $192.35 $1.539 $5.29 2023 $16,023,409 $1,007,462 - - $3,675,218 $591,636 $140.29 $148.46 $1.240 $5.44 2022 $16,647,413 $10,456,854 - - $4,166,422 $3,108,256 $186.45 $143.47 $1.254 $5.22 2021 $15,967,631 $31,773,386 - - $3,755,224 $6,017,348 $210.90 $155.19 $1.210 $4.34     1. Represents the amount of “Compensation Actually Paid” or “CAP” as computed per SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the applicable individual(s) during the applicable year. The following table summarizes the adjustments made to total compensation in accordance with Item 402(v) of Regulation S-K in order to determine the compensation amounts shown in the table above as being “Compensation Actually Paid”. Mr. McMullen was CEO 1 for 2024 and CEO for 2023, 2022 and 2021. Mr. McDonnell was CEO 2 for fiscal year 2024. The other NEOs were Messrs McMahon (all years), Mr. Ancher-Jensen (2024, 2023 and 2022), Mr. McDonnell (2023, 2022 and 2021), Messrs May and Grau (2024), Mr. Raha (2023, 2022 and 2021) and Mr. Thaysen (2022 and 2021). Messrs. Raha and Thaysen resigned from the company effective December 8, 2023 and September 5, 2023, respectively. 2. For the relevant fiscal year, represents the cumulative total shareholder return of the company for the measurement periods ending on October 31 of each of 2024, 2023, 2022 and 2021, respectively. 3. For the relevant fiscal year, represents the cumulative total shareholder return of the Standard & Poor’s 500 Healthcare and Standard & Poor’s 500 Materials Indices (“S&P Index”), our published industry index for purposes of disclosure under Item 201(e) of Regulation S-K, for the measurement periods ending on October 31 of each of 2024, 2023, 2022 and 2021, respectively. 4. Net Income is a GAAP measure. 5. Adjusted EPS is a non-GAAP measure. Appendix A to this Proxy Statement defines this and other non-GAAP financial measures.       2024 2023 2022 2021 Adjustments CEO 1 CEO 2 Other NEOs* CEO Other NEOs* CEO Other NEOs* CEO Other NEOs* Total Compensation from Summary Compensation Table ("SCT") $16,619,219 $9,041,669 $5,918,692 $16,023,409 $3,675,218 $16,647,413 $4,166,422 $15,967,631 $3,755,224 Less, adjustments for defined benefit and actuarial pension plans - - - - - - - - - Less, value of Stock Awards reported in SCT** ($14,610,155) ($7,485,920) ($4,952,604) ($14,109,080) ($2,690,432) ($12,989,141) ($2,803,729) ($11,460,405) ($2,155,292) Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding $15,188,682 $7,359,856 $5,000,212 $8,063,399 $1,537,587 $10,746,518 $2,385,779 $19,678,309 $3,700,804 Plus, Change in Fair Value of any Prior Year awards that are Outstanding and Unvested $2,480,809 - $447,394 ($10,316,787) ($2,102,352) ($9,200,149) ($1,656,746) ($3,109,645) ($265,241) Plus, FMV of Awards Granted this Year and that Vested this Year - - - - - - - - - Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year $1,526,073 - $560,352 $1,346,520 $171,613 $5,252,213 $1,016,529 $10,697,496 $981,853 Less Prior Year Fair Value of Prior Year awards that Failed to vest this year - - - - - - - - - Compensation Actually Paid (as calculated) $21,204,628 $8,915,605 $6,974,046 $1,007,462 $591,636 $10,456,854 $3,108,256 $31,773,386 $6,017,348     * Amounts presented are averages for the entire group of NEOs (excluding our CEOs). ** Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield and risk free rates) as of the measurement date. Performance-based restricted stock unit grant date fair values are calculated using the stock price and performance accrual modifiers, where relevant, as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of the applicable year end and as of the date of vest. Time-vested restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of the applicable year end and as of each date of vest.
Company Selected Measure Name	AdjustedEPS
Named Executive Officers, Footnote	Mr. McMullen was CEO 1 for 2024 and CEO for 2023, 2022 and 2021. Mr. McDonnell was CEO 2 for fiscal year 2024. The other NEOs were Messrs McMahon (all years), Mr. Ancher-Jensen (2024, 2023 and 2022), Mr. McDonnell (2023, 2022 and 2021), Messrs May and Grau (2024), Mr. Raha (2023, 2022 and 2021) and Mr. Thaysen (2022 and 2021). Messrs. Raha and Thaysen resigned from the company effective December 8, 2023 and September 5, 2023, respectively.
Peer Group Issuers, Footnote	3. For the relevant fiscal year, represents the cumulative total shareholder return of the Standard & Poor’s 500 Healthcare and Standard & Poor’s 500 Materials Indices (“S&P Index”), our published industry index for purposes of disclosure under Item 201(e) of Regulation S-K, for the measurement periods ending on October 31 of each of 2024, 2023, 2022 and 2021, respectively.
PEO Total Compensation Amount		$ 16,023,409	$ 16,647,413	$ 15,967,631
PEO Actually Paid Compensation Amount		1,007,462	10,456,854	31,773,386
Adjustment To PEO Compensation, Footnote	2024 2023 2022 2021 Adjustments CEO 1 CEO 2 Other NEOs* CEO Other NEOs* CEO Other NEOs* CEO Other NEOs* Total Compensation from Summary Compensation Table ("SCT") $16,619,219 $9,041,669 $5,918,692 $16,023,409 $3,675,218 $16,647,413 $4,166,422 $15,967,631 $3,755,224 Less, adjustments for defined benefit and actuarial pension plans - - - - - - - - - Less, value of Stock Awards reported in SCT** ($14,610,155) ($7,485,920) ($4,952,604) ($14,109,080) ($2,690,432) ($12,989,141) ($2,803,729) ($11,460,405) ($2,155,292) Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding $15,188,682 $7,359,856 $5,000,212 $8,063,399 $1,537,587 $10,746,518 $2,385,779 $19,678,309 $3,700,804 Plus, Change in Fair Value of any Prior Year awards that are Outstanding and Unvested $2,480,809 - $447,394 ($10,316,787) ($2,102,352) ($9,200,149) ($1,656,746) ($3,109,645) ($265,241) Plus, FMV of Awards Granted this Year and that Vested this Year - - - - - - - - - Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year $1,526,073 - $560,352 $1,346,520 $171,613 $5,252,213 $1,016,529 $10,697,496 $981,853 Less Prior Year Fair Value of Prior Year awards that Failed to vest this year - - - - - - - - - Compensation Actually Paid (as calculated) $21,204,628 $8,915,605 $6,974,046 $1,007,462 $591,636 $10,456,854 $3,108,256 $31,773,386 $6,017,348     * Amounts presented are averages for the entire group of NEOs (excluding our CEOs). ** Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield and risk free rates) as of the measurement date. Performance-based restricted stock unit grant date fair values are calculated using the stock price and performance accrual modifiers, where relevant, as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of the applicable year end and as of the date of vest. Time-vested restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of the applicable year end and as of each date of vest.
Non-PEO NEO Average Total Compensation Amount	$ 5,918,692	3,675,218	4,166,422	3,755,224
Non-PEO NEO Average Compensation Actually Paid Amount	$ 6,974,046	591,636	3,108,256	6,017,348
Adjustment to Non-PEO NEO Compensation Footnote	2024 2023 2022 2021 Adjustments CEO 1 CEO 2 Other NEOs* CEO Other NEOs* CEO Other NEOs* CEO Other NEOs* Total Compensation from Summary Compensation Table ("SCT") $16,619,219 $9,041,669 $5,918,692 $16,023,409 $3,675,218 $16,647,413 $4,166,422 $15,967,631 $3,755,224 Less, adjustments for defined benefit and actuarial pension plans - - - - - - - - - Less, value of Stock Awards reported in SCT** ($14,610,155) ($7,485,920) ($4,952,604) ($14,109,080) ($2,690,432) ($12,989,141) ($2,803,729) ($11,460,405) ($2,155,292) Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding $15,188,682 $7,359,856 $5,000,212 $8,063,399 $1,537,587 $10,746,518 $2,385,779 $19,678,309 $3,700,804 Plus, Change in Fair Value of any Prior Year awards that are Outstanding and Unvested $2,480,809 - $447,394 ($10,316,787) ($2,102,352) ($9,200,149) ($1,656,746) ($3,109,645) ($265,241) Plus, FMV of Awards Granted this Year and that Vested this Year - - - - - - - - - Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year $1,526,073 - $560,352 $1,346,520 $171,613 $5,252,213 $1,016,529 $10,697,496 $981,853 Less Prior Year Fair Value of Prior Year awards that Failed to vest this year - - - - - - - - - Compensation Actually Paid (as calculated) $21,204,628 $8,915,605 $6,974,046 $1,007,462 $591,636 $10,456,854 $3,108,256 $31,773,386 $6,017,348     * Amounts presented are averages for the entire group of NEOs (excluding our CEOs). ** Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield and risk free rates) as of the measurement date. Performance-based restricted stock unit grant date fair values are calculated using the stock price and performance accrual modifiers, where relevant, as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of the applicable year end and as of the date of vest. Time-vested restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of the applicable year end and as of each date of vest.
Equity Valuation Assumption Difference, Footnote	Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield and risk free rates) as of the measurement date. Performance-based restricted stock unit grant date fair values are calculated using the stock price and performance accrual modifiers, where relevant, as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of the applicable year end and as of the date of vest. Time-vested restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of the applicable year end and as of each date of vest.
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Company Selected Measure	Note: Non-GAAP diluted EPS is further defined and reconciled to the most directly comparable GAAP financial measures in Appendix A to this proxy statement.
Tabular List, Table	The most important financial measures used by the company to link Compensation Actually Paid (as defined by SEC rules) to the company’s NEOs for the most recently completed fiscal year to the company’s performance are:   • Adjusted Operating Margin % • Adjusted Earnings Per Share (EPS) • Total Shareholder Return (TSR) • Adjusted Revenue
Total Shareholder Return Amount	$ 178.06	140.29	186.45	210.9
Peer Group Total Shareholder Return Amount	192.35	148.46	143.47	155.19
Net Income (Loss)	$ 1,539,000,000	$ 1,240,000,000	$ 1,254,000,000	$ 1,210,000,000
Company Selected Measure Amount	5.29	5.44	5.22	4.34
PEO Name		Mr. McMullen	Mr. McMullen	Mr. McMullen
Measure:: 1
Pay vs Performance Disclosure
Name	Adjusted Operating Margin
Measure:: 2
Pay vs Performance Disclosure
Name	Adjusted Earnings Per Share (EPS)
Non-GAAP Measure Description	5. Adjusted EPS is a non-GAAP measure. Appendix A to this Proxy Statement defines this and other non-GAAP financial measures.
Measure:: 3
Pay vs Performance Disclosure
Name	Total Shareholder Return (TSR)
Measure:: 4
Pay vs Performance Disclosure
Name	Adjusted Revenue
Mr. McMullen
Pay vs Performance Disclosure
PEO Total Compensation Amount	$ 16,619,219
PEO Actually Paid Compensation Amount	$ 21,204,628
PEO Name	Mr. McMullen
Mr. McDonnell
Pay vs Performance Disclosure
PEO Total Compensation Amount	$ 9,041,669
PEO Actually Paid Compensation Amount	$ 8,915,605
PEO Name	Mr. McDonnell
PEO | Less, Adjustments for Defined Benefit and Actuarial Pension Plans [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount		$ 0	$ 0	$ 0
PEO | Less Value of Stock Awards Reported in SCT [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount		(14,109,080)	(12,989,141)	(11,460,405)
PEO | Plus Year-End value of Awards Granted in Fiscal Year Unvested and Outstanding [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount		8,063,399	10,746,518	19,678,309
PEO | Plus, Change in Fair Value of any Prior Year awards Outstanding and Unvested [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount		(10,316,787)	(9,200,149)	(3,109,645)
PEO | Plus, FMV of Awards Granted this Year and that Vested this Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount		0	0	0
PEO | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount		1,346,520	5,252,213	10,697,496
PEO | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount		0	0	0
PEO | Mr. McMullen | Less, Adjustments for Defined Benefit and Actuarial Pension Plans [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	$ 0
PEO | Mr. McMullen | Less Value of Stock Awards Reported in SCT [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(14,610,155)
PEO | Mr. McMullen | Plus Year-End value of Awards Granted in Fiscal Year Unvested and Outstanding [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	15,188,682
PEO | Mr. McMullen | Plus, Change in Fair Value of any Prior Year awards Outstanding and Unvested [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	2,480,809
PEO | Mr. McMullen | Plus, FMV of Awards Granted this Year and that Vested this Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0
PEO | Mr. McMullen | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	1,526,073
PEO | Mr. McMullen | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0
PEO | Mr. McDonnell | Less, Adjustments for Defined Benefit and Actuarial Pension Plans [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0
PEO | Mr. McDonnell | Less Value of Stock Awards Reported in SCT [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(7,485,920)
PEO | Mr. McDonnell | Plus Year-End value of Awards Granted in Fiscal Year Unvested and Outstanding [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	7,359,856
PEO | Mr. McDonnell | Plus, Change in Fair Value of any Prior Year awards Outstanding and Unvested [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0
PEO | Mr. McDonnell | Plus, FMV of Awards Granted this Year and that Vested this Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0
PEO | Mr. McDonnell | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0
PEO | Mr. McDonnell | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0
Non-PEO NEO | Less, Adjustments for Defined Benefit and Actuarial Pension Plans [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0	0	0	0
Non-PEO NEO | Less Value of Stock Awards Reported in SCT [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(4,952,604)	(2,690,432)	(2,803,729)	(2,155,292)
Non-PEO NEO | Plus Year-End value of Awards Granted in Fiscal Year Unvested and Outstanding [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	5,000,212	1,537,587	2,385,779	3,700,804
Non-PEO NEO | Plus, Change in Fair Value of any Prior Year awards Outstanding and Unvested [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	447,394	(2,102,352)	(1,656,746)	(265,241)
Non-PEO NEO | Plus, FMV of Awards Granted this Year and that Vested this Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0	0	0	0
Non-PEO NEO | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	560,352	171,613	1,016,529	981,853
Non-PEO NEO | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	$ 0	$ 0	$ 0	$ 0

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