UL SOLUTIONS INC., DEF 14A filed on 4/3/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name UL Solutions Inc.
Entity Central Index Key 0001901440
v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Pay vs Performance Disclosure  
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
The following table shows the compensation for our PEO and the average compensation for our NEOs other than the PEO, as reported in the Summary Compensation Table (“SCT”) and also the applicable CAP amount for each (as described above). The table also provides information with respect to our cumulative total shareholder return (“TSR”), peer group cumulative TSR, net income and our selected performance measure, AOI. We selected AOI as our performance measure to be included in the Pay Versus Performance table because it is the profitability metric used to determine 50% to 100% of the earnout under the AEIP and 50% of the PSUs issued pursuant to the 2024 LTIP for the PEO and other corporate NEOs, and therefore meaningfully impacts CAP.
 
Fiscal Year
  
Summary
Compensation
Table Total
for PEO
(1)
  
Compensation
Actually Paid
to PEO
(2)
  
Average
Summary
Compensation
Table Total
for Non-PEO

NEOs
(3)
  
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
(4)
  
Value of Initial Fixed $100 Investment
Based on:
  
GAAP
Net
Income
($mil)
(7)
  
AOI
($mil)
(8)
  
Total Shareholder
Return
(5)
  
Peer Group Total
Shareholder
Return
(6)
2024      $ 18,121,504      $ 43,139,547      $ 3,704,112      $ 7,871,393      $ 143.88      $ 105.85      $ 326      $ 502
 
(1)
For the 2024 fiscal year, Ms. Scanlon was our PEO.
 
(2)
CAP is calculated from the PEO’s total compensation reported in the SCT, less grant date fair value of equity awards reported in the SCT (i.e., PSUs, RSUs and NSOs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal
year-end,
plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date, whether positive or
 
 
  negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP:
 
Year
  
SCT Total
(i)
  
Deductions from
SCT Total
(a)

(ii)
 
Year End Fair
Value of
Equity Awards
Granted in
2024
(iii)
  
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years
(iv)
  
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
2024
(v)
 
Total Equity Value
Included in CAP
(b)

(vi) = (iii) + (iv) + (v)
  
CAP
(i) + (ii) + (vi)
2024      $ 18,121,504      ($ 13,200,000 )     $ 33,596,312      $ 4,680,642      ($ 58,911 )     $ 38,218,043      $ 43,139,547
 
  (a)
This amount represents grant date fair value of equity-based awards granted during 2024, the most recently competed fiscal year.
 
  (b)
Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the PEO does not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP.
 
(3)
This amount is based on the total compensation amounts reported in the SCT for each of the following NEOs for the 2024 fiscal year: Mr. Robinson, Mr. Zhou, Ms. Schjøtz, and Mr. Genovesi.
 
(4)
Average CAP is calculated by averaging the following amounts for each NEO other than the PEO: total compensation reported in the SCT, less grant date fair value of equity awards reported in the SCT (i.e., PSUs, RSUs and NSOs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal
year-end,
plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP:
 
Year
  
SCT Total
(i)
  
Deductions from
SCT Total
(a)

(ii)
 
Year End Fair
Value of
Equity Awards
Granted in
2024
(iii)
  
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years
(iv)
  
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
2024
(v)
 
Total Equity Value
Included in CAP
(b)

(vi) = (iii) + (iv) + (v)
  
CAP
(i) + (ii) + (vi)
2024      $ 3,704,112      ($ 2,200,007 )     $ 5,599,187      $ 777,362      ($ 9,260 )     $ 6,367,288      $ 7,871,393
 
  (a)
This amount represents grant date fair value of equity-based awards granted during 2024, the most recently competed fiscal year.
 
  (b)
Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the PEO does not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP.
 
(5)
This amount represents the value of an initial fixed $100 investment in share of our Class A common stock on April 12, 2024 (our first trading day on the NYSE), assuming reinvestment of all dividends.
 
(6)
Peer group companies include those comprising the S&P 500 Industrials Index. This amount represents the value of an initial fixed $100 investment in the index on April 12, 2024 (our first trading day on the NYSE), assuming reinvestment of all dividends.
 
(7)
This amount represents GAAP net income attributable to stockholders of the Company (in millions) for the 2024 fiscal year.
 
(8)
AOI was based on our consolidated operating income, as stated in our audited financial statements for the 2024 fiscal year, and adjusted pursuant to the methodology described in the “2024 AEIP Awards” subsection of the CD&A.
Company Selected Measure Name AOI
Named Executive Officers, Footnote This amount is based on the total compensation amounts reported in the SCT for each of the following NEOs for the 2024 fiscal year: Mr. Robinson, Mr. Zhou, Ms. Schjøtz, and Mr. Genovesi.
Peer Group Issuers, Footnote Peer group companies include those comprising the S&P 500 Industrials Index. This amount represents the value of an initial fixed $100 investment in the index on April 12, 2024 (our first trading day on the NYSE), assuming reinvestment of all dividends.
PEO Total Compensation Amount $ 18,121,504
PEO Actually Paid Compensation Amount $ 43,139,547
Adjustment To PEO Compensation, Footnote
(2)
CAP is calculated from the PEO’s total compensation reported in the SCT, less grant date fair value of equity awards reported in the SCT (i.e., PSUs, RSUs and NSOs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal
year-end,
plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date, whether positive or
 
 
  negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP:
 
Year
  
SCT Total
(i)
  
Deductions from
SCT Total
(a)

(ii)
 
Year End Fair
Value of
Equity Awards
Granted in
2024
(iii)
  
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years
(iv)
  
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
2024
(v)
 
Total Equity Value
Included in CAP
(b)

(vi) = (iii) + (iv) + (v)
  
CAP
(i) + (ii) + (vi)
2024      $ 18,121,504      ($ 13,200,000 )     $ 33,596,312      $ 4,680,642      ($ 58,911 )     $ 38,218,043      $ 43,139,547
 
  (a)
This amount represents grant date fair value of equity-based awards granted during 2024, the most recently competed fiscal year.
 
  (b)
Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the PEO does not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP.
Non-PEO NEO Average Total Compensation Amount $ 3,704,112
Non-PEO NEO Average Compensation Actually Paid Amount $ 7,871,393
Adjustment to Non-PEO NEO Compensation Footnote
(4)
Average CAP is calculated by averaging the following amounts for each NEO other than the PEO: total compensation reported in the SCT, less grant date fair value of equity awards reported in the SCT (i.e., PSUs, RSUs and NSOs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal
year-end,
plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP:
 
Year
  
SCT Total
(i)
  
Deductions from
SCT Total
(a)

(ii)
 
Year End Fair
Value of
Equity Awards
Granted in
2024
(iii)
  
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years
(iv)
  
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
2024
(v)
 
Total Equity Value
Included in CAP
(b)

(vi) = (iii) + (iv) + (v)
  
CAP
(i) + (ii) + (vi)
2024      $ 3,704,112      ($ 2,200,007 )     $ 5,599,187      $ 777,362      ($ 9,260 )     $ 6,367,288      $ 7,871,393
 
  (a)
This amount represents grant date fair value of equity-based awards granted during 2024, the most recently competed fiscal year.
 
  (b)
Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the PEO does not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP.
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs TSR as of December 31, 2024
 
 
LOGO
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs GAAP Net Income as of December 31, 2024
 
 
LOGO
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs AOI as of December 31,
2024
 
 
LOGO
Total Shareholder Return Vs Peer Group
Compensation Actually Paid vs TSR as of December 31, 2024
 
 
LOGO
Tabular List, Table
Most Important Financial Performance Measures
In accordance with SEC rules, the most important financial performance measures used to link CAP to our performance during the 2024 fiscal year are:
 
 
AOI
 
 
Operating Income
 
 
Organic Revenue
In addition to the performance measures listed above, compensation decisions are made each year taking into account a number of other factors. Short-term and long-term incentive payouts are subject to formalized performance and payout curves (as described in the CD&A), but fixed compensation and target incentive pay levels are set based on individual performance, scope of responsibility, and assessment of pay competitiveness within the market.
Total Shareholder Return Amount $ 143.88
Peer Group Total Shareholder Return Amount 105.85
Net Income (Loss) $ 326,000,000
Company Selected Measure Amount 502,000,000
PEO Name Ms. Scanlon
Measure:: 1  
Pay vs Performance Disclosure  
Name AOI
Measure:: 2  
Pay vs Performance Disclosure  
Name Operating Income
Measure:: 3  
Pay vs Performance Disclosure  
Name Organic Revenue
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table  
Pay vs Performance Disclosure  
Adjustment to Compensation, Amount $ (13,200,000)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table  
Pay vs Performance Disclosure  
Adjustment to Compensation, Amount 38,218,043
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested  
Pay vs Performance Disclosure  
Adjustment to Compensation, Amount 33,596,312
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested  
Pay vs Performance Disclosure  
Adjustment to Compensation, Amount 4,680,642
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year  
Pay vs Performance Disclosure  
Adjustment to Compensation, Amount (58,911)
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table  
Pay vs Performance Disclosure  
Adjustment to Compensation, Amount (2,200,007)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table  
Pay vs Performance Disclosure  
Adjustment to Compensation, Amount 6,367,288
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested  
Pay vs Performance Disclosure  
Adjustment to Compensation, Amount 5,599,187
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested  
Pay vs Performance Disclosure  
Adjustment to Compensation, Amount 777,362
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year  
Pay vs Performance Disclosure  
Adjustment to Compensation, Amount $ (9,260)
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Dec. 04, 2024
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
Equity Grant Timing
In connection with our IPO, we granted the IPO Growth Grants such that the exercise price would be equal to the price of our Class A common stock on the pricing date of the IPO. Following our IPO, we have not granted any other options and currently do not intend to do so in the future.
The following table is being provided pursuant to Item 402(x)(2) of Regulation S-
K
.
 
Named Executive Officer
  
Grant date
  
Number of
securities
underlying
the award
  
Exercise
price of the
award ($/Sh)
  
Grant date
fair value
of the award
  
Percentage change in the
closing market price
of the securities underlying
the award between the
trading day ending
immediately prior to the
disclosure of material
nonpublic information and
the trading day beginning
immediately following the
disclosure of material
nonpublic information
Jennifer F. Scanlon        4/12/2024          841,837          28.00        $ 6,600,002        2.2%
Ryan D. Robinson        4/12/2024          191,327          28.00        $ 1,500,004        2.2%
Weifang Zhou        4/12/2024          184,949          28.00        $ 1,450,000        2.2%
Gitte Schjøtz        4/12/2024          108,418          28.00        $ 849,997        2.2%
John A. Genovesi        4/12/2024          76,531           28.00        $ 600,003        2.2%
 
Award Timing Predetermined true  
Award Timing MNPI Considered true  
Awards Close in Time to MNPI Disclosures, Table
The following table is being provided pursuant to Item 402(x)(2) of Regulation S-
K
.
 
Named Executive Officer
  
Grant date
  
Number of
securities
underlying
the award
  
Exercise
price of the
award ($/Sh)
  
Grant date
fair value
of the award
  
Percentage change in the
closing market price
of the securities underlying
the award between the
trading day ending
immediately prior to the
disclosure of material
nonpublic information and
the trading day beginning
immediately following the
disclosure of material
nonpublic information
Jennifer F. Scanlon        4/12/2024          841,837          28.00        $ 6,600,002        2.2%
Ryan D. Robinson        4/12/2024          191,327          28.00        $ 1,500,004        2.2%
Weifang Zhou        4/12/2024          184,949          28.00        $ 1,450,000        2.2%
Gitte Schjøtz        4/12/2024          108,418          28.00        $ 849,997        2.2%
John A. Genovesi        4/12/2024          76,531           28.00        $ 600,003        2.2%
 
Jennifer F. Scanlon [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Jennifer F. Scanlon
Underlying Securities | shares   841,837
Exercise Price | $ / shares   $ 28
Fair Value as of Grant Date | $   $ 6,600,002
Underlying Security Market Price Change   0.022
Ryan D. Robinson [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Ryan D. Robinson
Underlying Securities | shares   191,327
Exercise Price | $ / shares   $ 28
Fair Value as of Grant Date | $   $ 1,500,004
Underlying Security Market Price Change   0.022
Weifang Zhou [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Weifang Zhou
Underlying Securities | shares   184,949
Exercise Price | $ / shares   $ 28
Fair Value as of Grant Date | $   $ 1,450,000
Underlying Security Market Price Change   0.022
Gitte Schjtz [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Gitte Schjøtz
Underlying Securities | shares   108,418
Exercise Price | $ / shares   $ 28
Fair Value as of Grant Date | $   $ 849,997
Underlying Security Market Price Change   0.022
John A. Genovesi [Member]    
Awards Close in Time to MNPI Disclosures    
Name   John A. Genovesi
Underlying Securities | shares   76,531
Exercise Price | $ / shares   $ 28
Fair Value as of Grant Date | $   $ 600,003
Underlying Security Market Price Change   0.022
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true