AGILENT TECHNOLOGIES, INC., PRE 14A filed on 1/14/2025
Proxy Statement - Notice of Shareholders Meeting (preliminary)
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

img223673424_32.jpg

      
Compensation Actually Paid vs. Net Income

img223673424_33.jpg

      
Compensation Actually Paid vs. Company Selected Measure

img223673424_31.jpg

 

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