DEF 14A of Agilent Technologies, Inc., Feb 2, 2024

DEF 14A of Agilent Technologies, Inc.

Filed Feb 2, 2024 · FY20230000950170-24-010096

Open on EDGAR

  1. Director Nominees

    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 four director nominees who are being voted on at the annual meeting.

  2. Director Nominees

    | NAME | AGE | DIRECTOR SINCE | OCCUPATION | | COMMITTEE MEMBERSHIPS | | Mala Anand | 56 | 2019 | Corporate Vice President, Customer Experience of |  | Compensation | | | | | Microsoft |  | Nominating/Corporate Governance | | Koh Boon Hwee | 73 | 2003 | Non-Executive Chairman of |  | Executive | | | | | Singapore Exchange Ltd. |  | Nominating/Corporate Governance | | Michael R. McMullen | 62 | 2015 | President & Chief Executive Officer and Director of | | | | | | | Agilent Technologies, Inc. | | | | Daniel K. Podolsky, M.D. | 70 | 2015 | President of the |  | Audit and Finance | | | | | University of Texas Southwestern Medical Center |  | Nominating/Corporate Governance |

  3. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    Director Nominees for Election to New Three-Year Terms That Will Expire in 2027 Directors elected at the 2024 annual meeting will hold office for a three-year term expiring at the annual meeting in 2027 (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, 2023. There are no family relationships among our executive officers and directors.

  4. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    | MALA ANAND | | | | | | Age: 56 | Board Committees: | | Other Public Directorships: | | | Director Since: March 2019 | • | Compensation | • | None | | | • | Nominating/Corporate Governance | | | | | Former Public Directorships Held During the Past Five Years: | | | | | | • | None | | |

  5. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    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. From July 2014 to October 2016, Ms. Anand served as Senior Vice President, Data & Analytics and Automation Software Platform group at Cisco Systems, Inc. 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. She holds a bachelor’s degree in computer science from the University of Massachusetts and a master’s degree in computer science from Brown University. 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.

  6. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    | KOH BOON HWEE | | | | | | Age: 73 | Board Committees: | | Other Public Directorships: | | | Director Since: May 2003 | • | Executive | • | Singapore Exchange Ltd. | | | • | Nominating/Corporate Governance | | | | | Former Public Directorships Held During the Past Five Years: | | | | | | • | Far East Orchard Ltd. | | | | | • | Sunningdale Tech, Ltd. | | | | | • | Yeo Hiap Seng Limited | | |

  7. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    Mr. Koh has served as 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 and Chief Executive Officer 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.

  8. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  9. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    Mr. Koh possesses a strong mix of leadership and operational experience from his various senior positions with Sunningdale Tech, AAC Technologies, 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.

  10. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    | MICHAEL R. MCMULLEN | | | | | | Age: 62 | Board Committees: | | Other Public Directorships: | | | Director Since: March 2015 | • | Executive | • | KLA Corporation | | | Former Public Directorships Held During the Past Five Years: | | | | | | • | Coherent, Inc. | | |

  11. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    Mr. McMullen has served as Chief Executive Officer since March 2015 and as President since September 2014. From September 2014 to March 2015, he also served as Chief Operating Officer. From September 2009 to September 2014, he served as Senior Vice President, Agilent and President, Chemical Analysis Group. Prior to that, he served in various capacities for Agilent, including as our Vice President and General Manager of the Chemical Analysis Solutions Unit of the Life Sciences and Chemical Analysis Group and Country Manager for Agilent's China, Japan and Korea Life Sciences and Chemical Analysis Group. Prior to that, Mr. McMullen served as Controller for the Hewlett‑Packard company and Yokogawa Electric Joint Venture from July 1996 to March 1999. Mr. McMullen was appointed to the KLA Corporation Board of Directors in July 2023. He served as a member of the Board of Directors of Coherent, Inc. from September 2018 to July 2022. Qualifications Mr. McMullen 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 30 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 gives valuable insight to the Board.

  12. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    | DANIEL K. PODOLSKY, M.D. | | | | | | Age: 70 | 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 | | |

  13. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    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 Doris and Bryan Wildenthal Distinguished Chair in Medical Science. He is a member of the Board of the Southwestern Medical Foundation. Dr. Podolsky’s current responsibilities in leading a large academic medical center give him relevant insight into healthcare delivery and bring scientific expertise to the Board.

  14. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  15. Director Nominees for Election to New Three-Year Terms That Will Expire in 2027

    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, 2023.

  16. Directors Whose Terms Expire in 2025

    Directors Whose Terms Expire in 2025

  17. Directors Whose Terms Expire in 2025

    | HANS E. BISHOP | | | | | | Age: 59 | Board Committees: | | Other Public Directorships: | | | Director Since: July 2017 | • | Compensation | • | Lyell Immunopharma, Inc. | | | • | Nominating/Corporate Governance | • | Sana Biotechnology, Inc. | | | Former Public Directorships Held During the Past Five Years: | | | | | | • | Avanir Pharmaceuticals, Inc. | | | | | • | Celgene Corporation | | | | | • | Juno Therapeutics, Inc. | | | | | • | JW (Cayman) Therapeutics Co. Ltd. | | |

  18. Directors Whose Terms Expire in 2025

    Mr. Bishop is the President, Co-Founder and Co-Chairman of Altos Labs, Inc. since January 2022. He is a member of the Board of Directors of Lyell Immunopharma, Inc. since August 2018. Mr. Bishop has served as Chairman of the Board of Directors of Sana Biotechnology, Inc. since August 2018. He has been a member of the board of directors of Ophirex, Inc. since March 2020. He served as a director of JW (Cayman) Therapeutics Co. Ltd. from September 2013 to December 2022. Mr. Bishop served as Chief Executive Officer of GRAIL, Inc. from June 2019 to October 2021, and served as a member of GRAIL’s Board of Directors from August 2016 to October 2021. He served as a member of the Board of Directors of Celgene Corporation from April 2018 to November 2019 when Celgene Corporation was acquired by Bristol-Myers Squibb Company. Mr. Bishop served as President, Chief Executive Officer and a member of the Board of Directors of Juno Therapeutics, Inc. from September 2013 to March 2018 when Juno was acquired by Celgene Corporation. From February 2012 until October 2012, Mr. Bishop was the chief operating officer of Photothera Inc., a late-stage medical device company owned by Warburg Pincus, and he continued working with Warburg Pincus as an Executive in Residence until October 2013. Prior to joining Photothera Inc., Mr. Bishop served as executive vice president and chief operating officer at Dendreon Corporation, a publicly traded biopharmaceutical company, from January 2010 to September 2011. Mr. Bishop has also served as the president of the specialty medicine business at Bayer Healthcare Pharmaceuticals Inc. from December 2006 to January 2010, where he was responsible for a diverse portfolio of neurology, oncology and hematology products.

  19. Directors Whose Terms Expire in 2025

    | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  20. Directors Whose Terms Expire in 2025

    Mr. Bishop brings a valuable set of skills to the Board through his broad experience as an operating officer within the pharmaceutical industry and executive experience in the biotechnology industry.

  21. Directors Whose Terms Expire in 2025

    | OTIS W. BRAWLEY, M.D. | | | | | | Age: 64 | 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 | | |

  22. Directors Whose Terms Expire in 2025

    Dr. Brawley has served as the Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University since 2019. He has served on the board of directors of Incyte Corporation since September 2021. He is on the board of directors of Lyell Immunopharma, Inc. since April 2021. Dr. Brawley is a member of the board of directors of PDS Biotechnology, Inc. since November 2020. 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.

  23. Directors Whose Terms Expire in 2025

    | MIKAEL DOLSTEN, M.D., Ph.D. | | | | | | Age: 65 | 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. | | |

  24. Directors Whose Terms Expire in 2025

    Dr. Dolsten has served on the board of directors of Vimian Group, a public company supporting veterinary professionals, since April 2021. He has also served as President of Worldwide Research, Development and Medical, Chief Scientific Officer and Executive Vice President of Pfizer since 2010. He 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 significant experience in the pharmaceutical and biotechnology industries, including his experience serving in senior management positions with 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.

  25. Directors Whose Terms Expire in 2025

    | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  26. Directors Whose Terms Expire in 2026

    Directors Whose Terms Expire in 2026

  27. Directors Whose Terms Expire in 2026

    | HEIDI K. KUNZ | | | | | | Age: 69 | Board Committees: | | Other Public Directorships: | | | Director Since: February 2000 | • | Compensation | • | Icosavax, Inc. | | | • | Nominating/Corporate Governance | • | Phathom Pharmaceuticals, Inc. | | | Former Public Directorships Held During the Past Five Years: | | | | | | • | Avanos Medical, Inc. | | | | | • | Financial Engines, Inc. | | |

  28. Directors Whose Terms Expire in 2026

    Ms. Kunz has served as a member of the Board of Directors of Phathom Pharmaceuticals, Inc. since September 2019. She is a member of the Board of Directors of Icosavax, Inc. since May 2021. She has 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 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 was 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.

  29. Directors Whose Terms Expire in 2026

    | SUE H. RATAJ | | | | | | Age: 66 | Board Committees: | | Other Public Directorships: | | | Director Since: September 2015 | • | Audit and Finance | • | Cabot Corporation | | | • | Nominating/Corporate Governance | | | | | Former Public Directorships Held During the Past Five Years: | | | | | | • | Bayer A.G. | | |

  30. Directors Whose Terms Expire in 2026

    Ms. Rataj was elected as Cabot Corporation’s non-executive Chairman of the Board in March 2018. 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.

  31. Directors Whose Terms Expire in 2026

    | GEORGE A. SCANGOS, Ph.D. | | | | | | Age: 75 | 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. | | |

  32. Directors Whose Terms Expire in 2026

    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. From May 2023, Dr. Scangos is a director of Voyager Therapeutics, Inc. 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

  33. Directors Whose Terms Expire in 2026

    | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  34. Directors Whose Terms Expire in 2026

    the Chief Executive Officer and a director 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. 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.

  35. Directors Whose Terms Expire in 2026

    | DOW R. WILSON | | | | | | Age: 64 | 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. | | |

  36. Directors Whose Terms Expire in 2026

    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. Mr. Wilson has a deep knowledge of the medical and healthcare industries as well as possesses 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.

  37. Directors Whose Terms Expire in 2026

    | | COMPENSATION OF NON-EMPLOYEE DIRECTORS |

  38. Directors Whose Terms Expire in 2026

    COMPENSATION OF NON-EMPLOYEE DIRECTORS Directors who are employed by us do not receive any compensation for their Board services. As a result, Mr. McMullen, 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”).

  39. Summary of Non-Employee Director Annual Compensation for the 2023 Plan Year

    | | COMPENSATION OF NON-EMPLOYEE DIRECTORS |

  40. Non-Employee Director Compensation for fiscal year 2023

    Non-Employee Director Compensation for fiscal year 2023 The table below sets forth information regarding the compensation earned by each of our non-employee directors during the fiscal year ended October 31, 2023:

  41. Non-Employee Director Compensation for fiscal year 2023

    | | 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 | – | – | – | 226,848 | 331,848 | | Hans E. Bishop | 105,000 | – | – | – | 226,848 | 331,848 | | Otis W. Brawley, M.D. | 105,000 | – | – | – | 226,848 | 331,848 | | Mikael Dolsten, M.D., Ph.D. | 105,000 | – | – | 10,000 | 226,848 | 341,848 | | Koh Boon Hwee (4) | 105,000 | 155,000 | – | – | 226,848 | 486,848 | | Heidi K. Kunz | 105,000 | – | – | – | 226,848 | 331,848 | | Daniel K. Podolsky, M.D. | 105,000 | – | – | 10,000 | 226,848 | 341,848 | | Sue H. Rataj | 105,000 | | – | 10,000 | 226,848 | 341,848 | | George A. Scangos, Ph.D. | 105,000 | – | 20,000 | – | 226,848 | 351,848 | | Dow R. Wilson | 105,000 | – | – | 25,000 | 226,848 | 356,848 |

  42. Non-Employee Director Compensation for fiscal year 2023

    (1) Reflects all cash compensation earned or paid during fiscal year 2023, including amounts deferred pursuant to the Director Deferral Plan. Dr. Podolsky elected to defer 50%, and Mr. Bishop, and Dr. Brawley each elected to defer 100% of all cash fees earned in fiscal year 2023 to the Director Deferral Plan. The number of deferred shares of our common stock notionally credited in lieu of cash pursuant to the Director Deferral Plan is determined by dividing the dollar value of the deferred cash amount by the twenty (20) day average fair market value for the applicable deferral date. (2) Reflects the aggregate grant date fair market value for stock awards granted in fiscal year 2023 calculated in accordance with ASC Topic 718. For more information regarding our application of ASC Topic 718, including the assumptions used in the calculations of these amounts, please refer to Note 4 of our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023. The dollar values of the stock awards represent stock grants of 1,658 shares for each non-employee director. (3) Stock Awards granted to non-employee directors vest immediately upon grant. Therefore, there are no unvested stock awards outstanding at fiscal year-end. (4) Mr. Koh has served as the Non-Executive Chairperson of the Board since March 15, 2017.

  43. Financial Performance Highlights

    Aligning CEO and NEO Pay with Performance For fiscal year 2023, approximately 92% of Mr. McMullen’s and 82% of our other NEOs’ total direct compensation consisted of short-term and long-term incentives and was “at risk”— which means that this component can vary year to year depending on the performance of the company and our stock price performance. Stockholder Outreach We received 89% stockholder support on our 2023 Say-on-Pay proposal, along with support from the major stockholder advisory firms. While pleased with these results, our Compensation Committee and members of management believe ongoing dialogue with stockholders regarding executive compensation is crucial. In the summer of 2023, we contacted our 50 largest stockholders to recap our executive compensation program for fiscal year 2023 and discuss our strategy for fiscal year 2024; we had direct meetings with a number of these stockholders which provided valued insight into the design of our executive compensation program. The combination of stockholder support on our say on pay proposal and our direct discussions affirmed our plan to maintain the current design for fiscal year 2024. Fiscal year 2023 Program Highlights We maintained operating margin and revenue as the financial metrics in the short-term incentive program and earnings per share and relative TSR as our metrics in the long-term incentive program. Our mix of long-term incentive vehicles was also unchanged from fiscal year 2022, with 60% of the long-term incentive award delivered in long-term performance shares (30% tied to an earnings per share metric and 30% tied to a relative TSR metric); 20% delivered in restricted stock units; and 20% delivered in non-qualified stock options. We intend to maintain this long-term incentive mix in fiscal year 2024. The performance targets for our long-term TSR plan continue to use a peer group consisting of the companies that comprise the S&P 500 Health Care and Materials sectors. Meanwhile, we establish an annual EPS target for the long-term EPS program, which we believe supports establishing sufficiently rigorous targets in our cyclical markets for each year of the 3-year performance period and ensures long-term performance plan targets align with management's external guidance to stockholders. For more information about our LTI program design, please see the LTI sections below.

  44. Determining Executive Pay

    | 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 | The 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. |

  45. Determining Executive Pay

    | Philosophy / Practice | Result | | We structure compensation to create strong alignment with stockholder interests | 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 (1) | 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. No dividends / dividend-equivalents on unearned performance awards and unvested stock awards. No acceleration of vesting of equity awards, including LTPP performance shares, upon retirement (awards continue to vest) Independent Compensation Committee consultant. |

  46. Determining Executive Pay

    1) See Compensation Risk Controls in Additional Information 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 2023. For fiscal year 2023, our independent compensation consultant advised the Compensation Committee on several compensation matters, including but not limited to: • Criteria used to identify peer companies for executive compensation and performance metrics; • Evaluation of our total direct compensation levels and mix for the NEOs and four other senior officers; • Mix of long-term incentives, grant types and allocation of equity awards; • Review of the short- and long-term incentive programs for fiscal year 2023; • Review of market trends and governance practices; • Review of various other proposals presented to the Compensation Committee by management; and Support for stockholder outreach campaign.

  47. Determining Executive Pay

    Process for Determining Compensation To determine total target compensation for the upcoming fiscal year, the Compensation Committee considered: • The performance of each individual executive for the last fiscal year; • The most recent peer group data from our independent compensation consultant; • Our short-and long-term business and strategic goals; and • Detailed tally sheets for the CEO and each NEO. 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, but it does not make any specific compensation recommendations on the individual NEOs. Our consultant does collaborate 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 and company, business unit and individual performance. 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 2023, our approach to determining the peer group for executive compensation was as follows. The compensation peer group consisted of the 29 companies listed below 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. 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 set each NEO’s compensation for fiscal year 2023, with aggregate compensation targeted at around the peer group median.

  48. Determining Executive Pay

    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 92 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.

  49. Fiscal year 2023 Compensation

    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). Annual cash incentives are paid to reward achievement of critical shorter-term operating, financial and strategic measures and goals that are expected to contribute to stockholder value creation over time. Financial goals are pre-established by the Compensation Committee at the beginning of the period based on

  50. Fiscal year 2023 Compensation

    | Financial Goals | Annual SalaryX | 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 SalaryX | Individual Target Bonus % (varies by individual)X | Strategic Portion of Target Bonus (0% to 25%)X | Attainment % (based on actual performance) |

  51. Fiscal year 2023 Compensation

    Target Award Percentages and FY23 Actual Payouts Our Compensation Committee set the fiscal year 2023 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 2023, short-term incentive target bonuses were set at 140% of base salary for the CEO and 80% of base salary for the other NEOs (see chart below). The CEO was not assigned to group level financial or key business initiative metrics for fiscal year 2023. The payouts under the Performance-Based Compensation Plan for fiscal year 2023 are provided in the chart below and in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table.” To support expense measures taken by Agilent during the fiscal year, the Compensation Committee supported Management’s recommendation to reduce the final payouts by 50% for the CEO and by 25% for the NEOs. The chart below shows the targets, calculated payout based on results and the actual payout after the reduction was applied.

  52. Fiscal year 2023 Compensation

    Financial Goals and Fiscal year 2023 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: • operating margin keeps focus on expense discipline and meeting efficiency measures; • revenue places focus on delivering strong top-line growth results; and • together, these metrics drive leveraged earnings growth that translates to higher EPS 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:

  53. Fiscal year 2023 Compensation

    | | Operating Margin % | | | | | Revenue $ | | | | | | | Threshold | Target | Max | Results | Goal Attainment | Target (Mil) | Max (Mil) | Results (Mil) | Goal Attainment | Payout Percentage (Per Matrix) | | Agilent | 24.7% | 28.4% | 30.4% | 27.7% | 97.5% | $7,153 | $7,510 | $6,659 | 93% | 55.7% | | LSAG | 26.8% | 30.8% | 33.0% | 29.2% | 95.0% | $4,156 | $4,363 | $3,763 | 91% | 48.4% | | ACG | 23.7% | 27.2% | 29.1% | 29.5% | 108.5% | $1,520 | $1,596 | $1,518 | 100% | 150.0% | | DGG | 19.8% | 22.8% | 24.4% | 21.6% | 94.5% | $1,477 | $1,551 | $1,378 | 93% | 46.9% |

  54. Fiscal year 2023 Compensation

    * 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. Payout Matrices to Measure Financial Metrics We use payout matrices to determine payout percentages for our fiscal year 2023 short-term incentive program. The payout matrices are designed to reward profitable growth by increasing payout percentages commensurate with increased operating margin and / or revenue achievement as illustrated in the table below.

  55. Fiscal year 2023 Compensation

    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 Operating Margin achievement below the 87% threshold.

  56. Fiscal year 2023 Compensation

    Key Business Initiatives – Targets and Results For fiscal year 2023, 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 were selected to focus NEOs on strategic priorities such as revenue growth for certain acquisitions, company online order growth, and productivity improvements that support- leveraged earnings growth. 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 2023, 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.

  57. Fiscal year 2023 Compensation

    | Officer Assigned | FY23 Key Business Initiative Description | Threshold (25%) | Target (100%) | Maximum (200%) | Payout Percentage | | Messrs. McDonnell and Raha | Agilent Online Orders | 92% of plan | Achieve Plan | 105% of plan | 98.7% | | Mr. Raha | Project Rainstorm Revenue | 75% of plan | Achieve Plan | 125% of plan | 0.0% | | Messrs. McMahon, McDonnell, Ancher-Jensen and Raha | Agilent Productivity Improvement | 103% of plan | Achieve Plan | 97% of plan | 70.0% |

  58. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    Long-Term Incentives – Performance Stock Units and Restricted Stock Units Performance Stock Units Earned in Fiscal year 2023 – Relative TSR Fifty percent of the performance stock units granted in fiscal year 2021 for the FY21 to FY23 performance period were measured based on relative TSR versus all companies in the S&P 500 Health Care and Materials Indexes for fiscal years 2021 through 2023. 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 did not establish an absolute TSR target as we believe performance is best measured on a relative basis against our selected peer group with the payout percentages as follows:

  59. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    | | Peer Group TSR | Payout Percentage | | 75th Percentile | 44.2% | 200% | | Median | 9.7% | 100% | | 25th Percentile | -9.9% | 25% | | Agilent | 5.8% | 84% |

  60. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    | | CORPORATE GOVERNANCE |

  61. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    In November 2023, the Compensation Committee certified the relative TSR results for the FY21 to FY23 performance period. Agilent’s stock price performance was at the 45th percentile of our peer group and resulted in an 84% payout percentage. See table below:

  62. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    | | Target Awards (Shares) | Original Target Award Value ($) | Resulting Share Payout % | Resulting Share Payout | | Michael R. McMullen | 25,528 | 3,300,000 | 84.0% | 21,444 | | Robert McMahon | 6,382 | 825,000 | 84.0% | 5,361 | | Padraig McDonnell | 3,481 | 450,000 | 84.0% | 2,924 | | Henrik Ancher-Jensen | 3,829 | 495,000 | 84.0% | 3,216 | | Sam Raha | 4,293 | 555,000 | 84.0% | 3,606 |

  63. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    Note: The final share amount was determined by multiplying the target award shares by the resulting payout percentage. 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 2023 – Earnings Per Share Fifty percent of the performance stock units granted in fiscal year 2021 for the FY21 to FY23 performance period had financial goals based on adjusted earnings per share. The 139% 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 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 EPS goals on an annual basis to maximize the alignment of the program with our aggressive long-term growth plans. We believe setting 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

  64. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    | | CORPORATE GOVERNANCE |

  65. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    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 FY21 to FY23 award, which was certified by the Compensation Committee at the November 2023 meeting, was a simple average of the payout percentage certified for fiscal year 2021, fiscal year 2022 and fiscal year 2023. The threshold, target, maximum and final attainment numbers are set forth in the table below:

  66. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    | | Long-Term Performance Shares - EPS | | | | | | Fiscal Year | Threshold (25%) | Target (100%) | Maximum (200%) | Actual Adjusted EPS | Attainment Percentage | | FY21 | $3.28 | $3.62 | $3.96 | $4.36 | 200% | | FY22 | $4.34 | $4.81 | $5.28 | $5.14 | 170% | | FY23 | $5.22 | $5.65 | $6.08 | $5.35 | 48% | | Payout | | | | | 139% |

  67. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    * The adjusted non-GAAP EPS measure used in our executive compensation programs for FY21, FY22 and FY23 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 financial measure. In November 2023, the Compensation Committee certified the LTPP-EPS results for the FY21 to FY23 performance period. Agilent’s strong adjusted earnings per share performance resulted in a 139% payout percentage as shown in the table below:

  68. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    | | Target Awards (Shares) | Original Target Award Value ($) | Resulting Share payout % | Resulting Share payout | | Michael R. McMullen | 32,593 | 3,300,000 | 139% | 45,304 | | Robert McMahon | 8,148 | 825,000 | 139% | 11,326 | | Padraig McDonnell | 4,444 | 450,000 | 139% | 6,177 | | Henrik Ancher-Jensen | 4,889 | 495,000 | 139% | 6,796 | | Sam Raha | 5,481 | 555,000 | 139% | 7,619 |

  69. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    Note: The final share amount was determined by multiplying the target award shares by the resulting payout percentage. Relative TSR Performance Stock Units – FY22 to FY24 Performance Period Fifty percent of the performance stock units granted in fiscal year 2022 for the FY22 to FY24 performance period had financial goals based on relative TSR versus all companies in the S&P 500 Health Care and Materials Indexes for fiscal year 2022 through fiscal year 2024. 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. 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 a payout. The final and only payout will be at the end of fiscal year 2024 based on the relative TSR for the three-year performance period.

  70. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    | | 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% |

  71. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    Earnings Per Share Performance Stock Units – FY22 to FY24 Performance Period 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. 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

  72. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    | | CORPORATE GOVERNANCE |

  73. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    fiscal year during the three-year performance period). The FY22 and FY23 EPS targets were set at the mid-point of external guidance issued at the beginning of each respective fiscal year. We use non-GAAP adjusted diluted earnings per share and all targets are subject to Compensation Committee approval. The final and only payout will be at the end of fiscal year 2024 based on an average of the payout percentage for each fiscal year. The threshold, target and maximum levels as well as FY22 and FY23 results are set forth in the table below:

  74. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    | | 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 | TBD | TBD | TBD | TBD | TBD | | Payout | | | | | TBD |

  75. Long-Term Incentives – Performance Stock Units and Restricted Stock Units

    * The adjusted non-GAAP EPS measure used in our executive compensation programs for FY22, FY23 and FY24 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.

  76. Long-Term Incentives Granted in Fiscal year 2023

    Long-Term Incentives Granted in Fiscal year 2023 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:

  77. Long-Term Incentives Granted in Fiscal year 2023

    | Equity Vehicle | Weighting | Metric | Vesting | Holding Period | Methodology for Determining Target Award | Payout Range | | Performance Stock Units | 30% | Relative Total Shareholder Return | 100% after 3rd year | One-year post-vest holding period | Divide 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 | 0x to 2X share target | | Performance Stock Units | 30% | 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 |

  78. Long-Term Incentives Granted in Fiscal year 2023

    | | CORPORATE GOVERNANCE |

  79. Long-Term Incentives Granted in Fiscal year 2023

    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 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.

  80. Long-Term Incentives Granted in Fiscal year 2023

    | | 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 | ($) | (#) | ($) | (#) | ($) | (#) | ($) | (#) | ($) | | Michael R. McMullen | 3,825,000 | 22,000 | 3,825,000 | 30,206 | 2,550,000 | 59,165 | 2,550,000 | 20,245 | 12,750,000 | | Robert McMahon | 1,012,500 | 5,824 | 1,012,500 | 7,996 | 675,000 | 15,661 | 675,000 | 5,359 | 3,375,000 | | Padraig McDonnell | 600,000 | 3,451 | 600,000 | 4,738 | 400,000 | 9,281 | 400,000 | 3,176 | 2,000,000 | | Henrik Ancher-Jensen | 652,500 | 3,753 | 652,500 | 5,153 | 435,000 | 10,093 | 435,000 | 3,453 | 2,175,000 | | Sam Raha | 652,500 | 3,753 | 652,500 | 5,153 | 435,000 | 10,093 | 435,000 | 3,453 | 2,175,000 |

  81. Long-Term Incentives Granted in Fiscal year 2023

    | | CORPORATE GOVERNANCE |

  82. Long-Term Incentives Granted in Fiscal year 2023

    Performance Conditions for Performance Stock Units Granted in Fiscal year 2023 The Compensation Committee has established rolling three-year performance periods for determining earned performance stock awards. The financial goals for the performance stock units for fiscal year 2023 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 ensuring 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 2023 short-term incentive program focuses on adjusted operating margin and revenue, which drive internal business strategies that in turn impact our TSR. Relative TSR Performance Stock Units – FY23 to FY25 Performance Period The performance stock units granted in fiscal year 2023 with relative TSR as a metric will be measured and paid out based on relative TSR versus all companies in our LTPP peer group, the Health Care and Materials Indexes of the S&P 500 for fiscal year 2023 through fiscal year 2025. 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 stockholders' 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 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. 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. The payout schedule determined by the Compensation Committee in fiscal year 2023 was as follows:

  83. Long-Term Incentives Granted in Fiscal year 2023

    | | 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% |

  84. Long-Term Incentives Granted in Fiscal year 2023

    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 a payout. 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 The earnings per share performance 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 fiscal year 2023 EPS targets were set at the mid-point of external guidance issued at the beginning of each respective fiscal year. We use non-GAAP adjusted diluted earnings per share and all targets are subject to Compensation Committee approval. The final and only payout will be at the end of fiscal year 2025 based on an average of the payout percentage for each fiscal year. The threshold, target and maximum levels, as well as FY22 and FY23 results are set forth in the table below:

  85. Long-Term Incentives Granted in Fiscal year 2023

    | | 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 | TBD | TBD | TBD | TBD | TBD | | FY25 | TBD | TBD | TBD | TBD | TBD | | Payout | | | | | TBD |

  86. Long-Term Incentives Granted in Fiscal year 2023

    * 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.

  87. Long-Term Incentives Granted in Fiscal year 2023

    | | CORPORATE GOVERNANCE |

  88. Additional Information

    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. Effective with awards issued after October 31, 2018, the Compensation Committee modified the formula to qualify for continued vesting of awards. 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, 2023, Mr. McMullen has 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". 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 2023 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.

  89. Additional Information

    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: requiring reimbursement of compensation; • the cancellation of outstanding restricted stock, restricted stock units, performance stock units, deferred stock awards, stock options, and other equity incentive awards; • limiting future awards or compensation; and • requiring the disgorgement of profits realized from the sale of our stock to the extent such profit resulted from fraud or misconduct. 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.

  90. Insider Trading and Hedging Policy

    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 position 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.

  91. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned by our NEOs for fiscal year 2023 and, if applicable, during fiscal years 2021 and 2022. All compensation is disclosed, whether or not such amounts were paid in such year:

  92. Summary Compensation Table

    | Name and | | Salary (2) | Cash Bonus | 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) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Michael R. McMullen | 2023 | 1,315,693 | - | 11,329,058 | 2,780,022 | 514,597 | - | 84,040 | 16,023,410 | | Chief Executive Officer | 2022 | 1,280,000 | - | 10,505,767 | 2,483,374 | 2,296,655 | - | 81,617 | 16,647,413 | | | 2021 | 1,280,000 | - | 9,165,390 | 2,295,015 | 3,149,714 | - | 77,512 | 15,967,631 | | Robert McMahon | 2023 | 726,769 | - | 2,999,006 | 735,873 | 259,599 | - | 89,008 | 4,810,255 | | Senior Vice President, | 2022 | 696,365 | - | 2,626,453 | 620,854 | 717,705 | - | 129,299 | 4,790,676 | | Chief Financial Officer | 2021 | 663,500 | - | 2,291,271 | 573,766 | 1,007,000 | - | 176,196 | 4,711,733 | | Padraig McDonnell | 2023 | 606,231 | - | 1,777,128 | 436,092 | 316,363 | - | 137,084 | 3,272,898 | | Senior Vice President, | 2022 | 571,212 | - | 1,510,466 | 356,972 | 652,997 | - | 70,667 | 3,162,314 | | President Agilent | 2021 | 495,000 | - | 1,249,771 | 312,968 | 686,716 | - | 499,472 | 3,243,927 | | Cross Lab Group | | | | | | | | | | | Henrik Ancher-Jensen | 2023 | 673,385 | - | 1,932,568 | 474,246 | 240,040 | - | 14,019 | 3,334,258 | | Senior Vice President, | 2022 | 604,962 | - | 2,574,662 | 576,196 | 676,693 | - | 23,566 | 4,456,079 | | President Order Fulfillment | | | | | | | | | | | and Supply Chain | | | | | | | | | | | Sam Raha | 2023 | 631,231 | - | 1,932,568 | 474,246 | 204,361 | - | 41,059 | 3,283,465 | | Senior Vice President, | 2022 | 596,365 | - | 1,794,581 | 424,255 | 504,375 | - | 39,276 | 3,358,852 | | President Diagnostics and | 2021 | 563,500 | - | 1,541,332 | 385,985 | 738,536 | - | 33,534 | 3,262,887 | | Genomics Group | | | | | | | | | |

  93. Summary Compensation Table

    (1) Compensation is provided only for fiscal years for which each individual qualified as an NEO. (2) Mr. McMullen did not receive any pay increases in either fiscal year 2022 or 2021. (3) Reflects the aggregate grant date fair values, computed in accordance with Accounting Standards Codification Topic 718, Stock Compensation (“ASC Topic 718”). For more information regarding our application of ASC Topic 718, including the assumptions used in the calculations of these amounts, please refer to Note 4 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023. (4) The expenses listed in these columns include expenses for stock awards and options awarded in accordance with the LTPP and 2018 Stock Plan. For performance-based restricted stock unit awards, the grant date fair value of such awards at the time of grant was based upon the probable outcome at the time of grant. The value of the FY23 performance-based restricted stock unit awards at the grant date, assuming that the highest level of performance conditions are achieved are $17,044,958, $4,512,169, $2,673,673, $2,907,753 and $2,907,753 for Messrs. McMullen, McMahon, McDonnell, Ancher-Jensen and Raha respectively. The amounts reflected in these columns do not represent the actual amounts paid to or realized by the NEOs for these awards. (5) Amounts consist of incentive awards earned by the NEOs during the fiscal year under the Performance-Based Compensation Plan for Covered Employees. These amounts represent the final payouts after a 50% reduction for the CEO and a 25% reduction for all other NEOs was applied. See the "Compensation Discussion & Analysis - Fiscal year 2023 Compensation - Short-Term cash incentives" for additional details. (6) Amounts represent the net change in pension value for the following company sponsored pension plans: Agilent Technologies, Inc. Deferred Profit-Sharing Plan; Agilent Technologies, Inc. Retirement Plan and the Agilent Technologies, Inc. Supplemental Benefit Retirement Plan. The information for the dollar amounts found in the All other Compensation column can be found in the following two tables and accompanying footnotes.

  94. Summary Compensation Table

    | | EXECUTIVE COMPENSATION |

  95. Summary Compensation Table

    | NEO | 401(k) Employer Contribution (1) | Deferred Compensation Employer Contributions (2) | Travel Expenses (3) | Relocation(4) | Total | | Mr. McMullen | $19,596 | $59,262 | $5,182 | $0 | $84,040 | | Mr. McMahon | $19,687 | $23,954 | $1,885 | $43,482 | $89,008 | | Mr. McDonnell | $13,961 | $16,708 | $742 | $105,673 | $137,084 | | Mr. Ancher-Jensen | $14,019 | $0 | $0 | $0 | $14,019 | | Mr. Raha | $20,777 | $18,208 | $2,074 | $0 | $41,059 |

  96. Summary Compensation Table

    Amounts reflect company contributions to the Agilent Technologies, Inc. 401(k) Plan in fiscal year 2023. (2) Amounts reflect company contributions to the Agilent Technologies Deferred Compensation Plan in fiscal year 2023. (3) Amounts reflect imputed income expenses for the use of our drivers and vehicles for personal travel, including spouses and family; and expenses related to spousal travel to our annual President's Club meeting to recognize the highest performing salespeople in the company. (4) Our relocation program is available to all employees, including officers, and is designed to facilitate employee relocations that support our business priorities. Our relocation program does not provide any payments for loss on the sale of a home or special tax gross-ups. Messrs. McMahon and McDonnell relocated to the Bay Area from Massachusetts and Delaware, respectively. To facilitate these moves, they participated in our relocation program. For fiscal year 2023, relocation costs for Mr. McMahon were $43,482. Those expenses consisted of tax preparation and advice assistance and mortgage subsidies provided by the company under our relocation policy, with the payments being spread out over a four-year period. See table below for current and future mortgage subsidies. Relocation costs for Mr. McDonnell were $105,673 and consisted of tax preparation and advice assistance, temporary living quarters and shipment of household goods.

  97. Summary Compensation Table

    | Mortgage Subsidies | | | | | | | Fiscal Year 2023 | Fiscal Year 2024 | Fiscal Year 2025 | Fiscal Year 2026 | | | Paid | Projected | Projected | Projected | | | Amount | Amount | Amount | Amount | | Name | ($) | ($) | ($) | ($) | | Michael R. McMullen (1) | N/A | N/A | N/A | N/A | | Robert McMahon (2) | 24,888 | 12,963 | N/A | N/A | | Padraig McDonnell (3) | N/A | N/A | N/A | N/A | | Henrik Ancher-Jensen (3) | N/A | N/A | N/A | N/A | | Sam Raha (3) | N/A | N/A | N/A | N/A |

  98. Summary Compensation Table

    (1) Mr. McMullen is no longer eligible to receive any mortgage subsidy payments. (2) The total four-year mortgage subsidy for Mr. McMahon is $158,857. Messrs. McDonnell, Ancher-Jensen and Raha are not eligible to receive any mortgage subsidy payments.

  99. Summary Compensation Table

    | | EXECUTIVE COMPENSATION |

  100. Grants of Plan-Based Awards

    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 2023. For more information, please refer to the “Compensation Discussion and Analysis.”

  101. Grants of Plan-Based Awards

    | | | | | | | | | | | | 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 | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Michael McMullen | 11/15/2022 | 462,000 | 1,848,000 | 3,696,000 | - | - | - | - | - | - | - | | | 11/15/2022 | - | - | - | 956,250 | 3,825,000 | 7,650,000 | - | - | - | 4,183,791 | | | 11/15/2022 | - | - | - | 956,250 | 3,825,000 | 7,650,000 | - | - | - | 4,338,688 | | | 11/15/2022 | - | - | - | - | - | - | 2,806,579 | - | - | 2,806,579 | | | 11/15/2022 | - | - | - | - | - | - | - | 2,780,022 | 148.00 | 2,780,022 | | Robert McMahon | 11/15/2022 | 182,500 | 584,000 | 1,168,000 | - | - | - | - | - | - | - | | | 11/15/2022 | - | - | - | 253,125 | 1,012,500 | 2,025,000 | - | - | - | 1,107,515 | | | 11/15/2022 | - | - | - | 253,125 | 1,012,500 | 2,025,000 | - | - | - | 1,148,569 | | | 11/15/2022 | - | - | - | - | - | - | 742,922 | - | - | 742,922 | | | 11/15/2022 | - | - | - | - | - | - | - | 735,873 | 148.00 | 735,873 | | Padraig McDonnell | 11/15/2022 | 152,500 | 488,000 | 976,000 | - | - | - | - | - | - | - | | | 11/15/2022 | - | - | - | 150,000 | 600,000 | 1,200,000 | - | - | - | 656,254 | | | 11/15/2022 | - | - | - | 150,000 | 600,000 | 1,200,000 | - | - | - | 680,582 | | | 11/15/2022 | - | - | - | - | - | - | 440,291 | - | - | 440,291 | | | 11/15/2022 | - | - | - | - | - | - | - | 436,092 | 148.00 | 436,092 | | Henrik Ancher-Jensen | 11/15/2022 | 168,750 | 540,000 | 1,080,000 | - | - | - | - | - | - | - | | | 11/15/2022 | - | - | - | 138,750 | 555,000 | 1,110,000 | - | - | - | 1,188,373 | | | 11/15/2022 | - | - | - | 138,750 | 555,000 | 1,110,000 | - | - | - | 740,141 | | | 11/15/2022 | - | - | - | - | - | - | 478,692 | - | - | 478,692 | | | 11/15/2022 | - | - | - | - | - | - | - | 474,246 | 148.00 | 474,246 | | Sam Raha | 11/15/2022 | 158,750 | 508,000 | 1,016,000 | - | - | - | - | - | - | - | | | 11/15/2022 | - | - | - | 163,125 | 652,500 | 1,305,000 | - | - | - | 713,736 | | | 11/15/2022 | - | - | - | 163,125 | 652,500 | 1,305,000 | - | - | - | 740,141 | | | 11/15/2022 | - | - | - | - | - | - | 478,692 | - | - | 478,692 | | | 11/15/2022 | - | - | - | - | - | - | - | 474,246 | 148.00 | 474,246 |

  102. Grants of Plan-Based Awards

    (1) Reflects the value of the potential payout targets for fiscal year 2023 pursuant to the annual award program under our Performance-Based Compensation Plan. Actual payout amounts under this plan are disclosed in the “Summary Compensation Table.” (2) Reflects the value of potential payout of the target number of performance shares granted in fiscal year 2023 for the FY23 through FY25 performance period under our LTPP. Actual payout of these awards, if any, will be determined by the Compensation Committee after the end of the performance period depending on whether the performance criteria set forth in our LTPP were met. Payout, if any, will be in the form of our common stock. Please see “Compensation Discussion and Analysis—Long-Term Incentives” for disclosure regarding material terms of the LTPP. (3) Reflects restricted stock units and stock options granted in fiscal year 2023 under the 2018 Stock Plan in accordance with our long-term incentive goals as described in the “Compensation Discussion and Analysis—Long-Term Incentives.” Such restricted stock units and stock options vest at 25% per year over four years with a one-year post-vest holding period assigned to each restricted stock unit tranche as it vests. (4) Represents the exercise price for the stock options granted on November 15, 2022. With respect to performance-based awards, amounts represent the grant date fair value determined in accordance with ASC Topic 718 based on the probable outcome of performance conditions. Values differ due to the performance criteria assigned to each award.

  103. Grants of Plan-Based Awards

    | | EXECUTIVE COMPENSATION |

  104. Outstanding Equity Awards at Fiscal Year-End

    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, 2023.

  105. Outstanding Equity Awards at Fiscal Year-End

    | | | 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 ($) | | Michael R. | 3/18/2015 | 65,218 | - | 42.12 | 3/17/2025 | | | | | | McMullen | 11/17/2020 | 45,795 | 45,795 | 109.86 | 11/17/2030 | | | | | | | 11/16/2021 | 15,612 | 46,839 | 161.39 | 11/16/2031 | | | | | | | 11/15/2022 | — | 59,165 | 148.00 | 11/15/2032 | | | | | | | 11/19/2019 | | | | | 15,111 | 1,562,024 | | | | | 11/17/2020 | | | | | 10,941 | 1,130,971 | | | | | 11/16/2021 | | | | | 12,180 | 1,259,047 | | | | | 11/15/2022 | | | | | 20,245 | 2,092,726 | | | | | 11/17/2020 | | | | | | | 65,186 | 6,738,277 | | | 11/16/2021 | | | | | | | 48,468 | 5,010,137 | | | 11/15/2022 | | | | | | | 60,412 | 6,244,789 | | | 11/17/2020 | | | | | | | 51,056 | 5,277,659 | | | 11/16/2021 | | | | | | | 36,626 | 3,786,030 | | | 11/15/2022 | | | | | | | 44,000 | 4,548,280 | | Total | | 126,625 | 151,799 | | | 58,477 | 6,044,768 | 305,748 | 31,605,172 | | Robert | 11/17/2020 | 11,449 | 11,449 | 109.86 | 11/17/2030 | | | | | | McMahon | 11/16/2021 | 3,903 | 11,710 | 161.39 | 11/16/2031 | | | | | | | 11/15/2022 | - | 15,661 | 148.00 | 11/15/2032 | | | | | | | 11/19/2019 | | | | | 3,531 | 364,999 | | | | | 11/17/2020 | | | | | 2,735 | 282,717 | | | | | 11/16/2021 | | | | | 3,045 | 314,762 | | | | | 11/15/2022 | | | | | 5,359 | 553,960 | | | | | 11/17/2020 | | | | | | | 16,296 | 1,684,518 | | | 11/16/2021 | | | | | | | 12,118 | 1,252,638 | | | 11/15/2022 | | | | | | | 15,992 | 1,653,093 | | | 11/17/2020 | | | | | | | 12,764 | 1,319,415 | | | 11/16/2021 | | | | | | | 9,156 | 946,456 | | | 11/15/2022 | | | | | | | 11,648 | 1,204,054 | | Total | | 15,352 | 38,820 | | | 14,670 | 1,516,438 | 77,974 | 8,060,174 | | Padraig | 11/17/2020 | 6,245 | 6,245 | 109.86 | 11/17/2030 | | | | | | McDonnell | 11/16/2021 | 2,244 | 6,733 | 161.39 | 11/16/2031 | | | | | | | 11/15/2022 | - | 9,281 | 148.00 | 11/15/2032 | | | | | | | 11/19/2019 | | | | | 530 | 54,786 | | | | | 5/19/2020 | | | | | 529 | 54,683 | | | | | 11/17/2020 | | | | | 1,492 | 154,228 | | | | | 11/16/2021 | | | | | 1,752 | 181,104 | | | | | 11/15/2022 | | | | | 3,176 | 328,303 | | | | | 11/17/2020 | | | | | | | 8,888 | 918,753 | | | 11/16/2021 | | | | | | | 6,968 | 720,282 | | | 11/15/2022 | | | | | | | 9,476 | 979,534 | | | 11/17/2020 | | | | | | | 6,962 | 719,662 | | | 11/16/2021 | | | | | | | 5,266 | 544,346 | | | 11/15/2022 | | | | | | | 6,902 | 713,460 | | Total | | 8,489 | 22,259 | | | 7,479 | 773,104 | 44,462 | 4,596,037 | | Henrik | 11/17/2020 | 6,869 | 6,870 | 109.86 | 11/17/2030 | | | | | | Ancher-Jensen | 11/16/2021 | 2,407 | 7,221 | 161.39 | 11/16/2031 | | | | | | | 5/3/2022 | 1,399 | 4,199 | 122.40 | 5/3/2032 | | | | | | | 11/15/2022 | - | 10,093 | 148.00 | 11/15/2032 | | | | | | | 11/19/2019 | | | | | 2,119 | 219,041 | | | | | 11/17/2020 | | | | | 1,641 | 169,630 | | | | | 11/16/2021 | | | | | 508 | 52,512 | | | | | 11/16/2021 | | | | | 1,878 | 194,129 | | | | | 5/3/2022 | | | | | 1,234 | 127,559 | | | | | 11/15/2022 | | | | | 3,453 | 356,937 | | | | | 11/17/2020 | | | | | | | 9,778 | 1,010,752 | | | 11/16/2021 | | | | | | | 7,472 | 772,381 | | | 5/3/2022 | | | | | | | 4,890 | 505,479 | | | 11/15/2022 | | | | | | | 10,306 | 1,065,331 | | | 11/17/2020 | | | | | | | 7,658 | 791,607 | | | 11/16/2021 | | | | | | | 5,646 | 583,627 | | | 5/3/2022 | | | | | | | 3,558 | 367,790 | | | 11/15/2022 | | | | | | | 7,506 | 775,895 | | Total | | 10,675 | 28,383 | | | 10,833 | 1,119,808 | 56,814 | 5,872,862 | | Sam | 11/17/2020 | 7,702 | 7,702 | 109.86 | 11/17/2030 | | | | | | Raha | 11/16/2021 | 2,667 | 8,002 | 161.39 | 11/16/2031 | | | | | | | 11/15/2022 | - | 10,093 | 148.00 | 11/15/2032 | | | | | | | 11/19/2019 | | | | | 2,260 | 233,616 | | | | | 11/17/2020 | | | | | 1,840 | 190,201 | | | | | 11/16/2021 | | | | | 2,081 | 215,113 | | | | | 11/15/2022 | | | | | 3,453 | 356,937 | | | | | 11/17/2020 | | | | | | | 10,962 | 1,133,142 | | | 11/16/2021 | | | | | | | 8,280 | 855,904 | | | 11/15/2022 | | | | | | | 10,306 | 1,065,331 | | | 11/17/2020 | | | | | | | 8,586 | 887,535 |

  106. Outstanding Equity Awards at Fiscal Year-End

    | | EXECUTIVE COMPENSATION |

  107. Outstanding Equity Awards at Fiscal Year-End

    | | 11/16/2021 | | | | | 6,256 | 646,683 | | | 11/15/2022 | | | | | 7,506 | 775,895 | | Total | | 10,369 | 25,797 | 9,634 | 995,867 | 51,896 | 5,364,488 |

  108. Outstanding Equity Awards at Fiscal Year-End

    All stock options vest at a rate of 25% per year over four years. (2) All RSUs vest at the rate of 25% per year over four years. (3) Amounts reflect multiple unvested performance share awards that are outstanding simultaneously as of the end of fiscal year 2023 for each NEO under the LTPP. Since the FY20-FY22 LTPP EPS and TSR performance shares achieved payouts of 147% and 200% respectively, the amounts shown for the outstanding LTPP EPS and TSR performance share awards are shown at the maximum payout. The performance share awards granted on November 17, 2020 were vested and assessed on November 14, 2023. The performance share awards granted on November 16, 2021 will vest and be assessed in November 2024. The performance share awards granted on November 15, 2022 will vest and be assessed in November 2025.

  109. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information on restricted stock units and performance awards which vested during fiscal year 2023 and stock option exercises that took place in fiscal year 2023 and the value realized on the date of exercise, if any, by each of our NEOs.

  110. Option Exercises and Stock Vested

    | | 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) (#) | ($) | (#) | ($) | (#) | ($) | | Michael R. McMullen | 149,995 | 16,941,404 | 40,864 | 6,002,500 | 137,544 | 20,356,512 | | Robert McMahon | - | - | 9,682 | 1,421,952 | 32,134 | 4,755,832 | | Padraig McDonnell | - | - | 2,779 | 397,187 | 9,550 | 1,413,400 | | Henrik Ancher-Jensen | - | - | 6,439 | 940,790 | 19,280 | 2,853,440 | | Sam Raha | - | - | 6,002 | 880,982 | 20,566 | 3,043,768 |

  111. Option Exercises and Stock Vested

    (1) The amounts reflect the number of shares pursuant to options that were exercised or units that vested during the fiscal year, including in the case of restricted stock units, the shares that vested but were still subject to a one-year post-vest holding period. (2) The value of these awards is based on the difference between the market price and the exercise price on the date of exercise, and for restricted stock units and performance shares, the closing price of our common stock on the date the shares vested. Amounts reflect the performance shares granted in fiscal year 2020 pursuant to the LTPP for the fiscal years 2020 to 2022 performance period and paid out in November of calendar year 2022. Mr. McMahon and Mr. Raha had elected to defer 9,640 shares and 4,113 shares, respectively, into their Deferred Compensation Accounts. All performance award shares were subject to a one-year post-vest holding period.

  112. Option Exercises and Stock Vested

    | | EXECUTIVE COMPENSATION |

  113. Pension Benefits

    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. McMahon and McDonnell 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 2023. 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, 2023). 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 14 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

  114. Pension Benefits

    | Pension Benefits | | | | | | Eligible for | Number of | Present | | | Full | Years of | Value of | | | Retirement | Credited | Accumulated | | Name | Benefits? | Service (#) | Benefit ($) | | Michael R. McMullen | | | | | Deferred Profit-Sharing Plan | | | 162,114 | | U.S. Retirement Plan | Y | 30 | 815,615 | | Supplemental Benefit Plan | | | 830,746 | | Total | | | 1,808,475 | | Henrik Ancher-Jensen | | | | | Deferred Profit-Sharing Plan | | | - | | U.S. Retirement Plan | N | 3 | 99,455 | | Supplemental Benefit Plan | | | 57,528 | | Total | | | 156,983 | | Sam Raha | | | | | Deferred Profit-Sharing Plan | | | - | | U.S. Retirement Plan | N | 3 | 86,846 | | Supplemental Benefit Plan | | | - | | Total | | | 86,846 |

  115. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation For fiscal year 2023, 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 $330,000.

  116. Non-Qualified Deferred Compensation

    | | EXECUTIVE COMPENSATION |

  117. Non-Qualified Deferred Compensation

    There are three types of earnings that may be deferred under the program: 100% of annual base pay earnings in excess of the IRS qualified plan limit of $330,000 for 2023; 2. 95% of bonus earnings, discretionary and cash compensation paid under the Performance-Based Compensation Plan; and 3. 95% of “at risk” compensation paid out in accordance with the terms of our LTPP. Awards under this program are paid out in the form of our common stock. 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: 1. a single lump sum payment; 2. annual installments over a five to fifteen-year period; or 3. a single lump sum payment in January or July on or after 2025. 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, 2023, 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 2023.

  118. Non-Qualified Deferred Compensation

    | | 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 | ($) | ($) | ($) | ($) | | Michael R. McMullen | 62,750 | 59,262 | 98,906 | 1,051,992 | | Robert McMahon | 1,597,376 | 23,954 | (717,314) | 2,513,578 | | Padraig McDonnell | 58,468 | 16,708 | 12,218 | 192,126 | | Henrik Ancher-Jensen | - | - | (1,557,248) | 4,759,350 | | Sam Raha | 652,472 | 18,208 | (619,185) | 2,256,409 |

  119. Non-Qualified Deferred Compensation

    (1) The salary and cash compensation portion of the amounts reflected above is included in the amount reported in the “Summary Compensation Table” for the applicable year. Amounts reflected are not included in the “Summary Compensation Table” because the earnings are not “above-market.” These amounts include dividends, interest and change in market value.

  120. Non-Qualified Deferred Compensation

    | | EXECUTIVE COMPENSATION |

  121. CEO Pay Ratio

    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 18,595 employees on our payroll (excluding the CEO) as of October 31, 2023, 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 2023 was $78,825. As disclosed in our Summary Compensation Table on page 44, our CEO’s annual total compensation for fiscal year 2023 was $16,023,410. 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 203 to 1. As of October 31, 2023, Agilent had employees in 30 countries with 36% in Asia Pacific, 26% in Europe, Middle East and Africa and 38% in the Americas.

  122. CEO Pay Ratio

    | | EXECUTIVE COMPENSATION |

  123. Pay versus performance

    Pay versus performance 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.

  124. Pay versus performance

    | Fiscal Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(1) | Average Summary Compensation Table for Non- CEO Named Executive Officers | Average Compensation Actually Paid to Non-CEO Named Executive Officers(1) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in billions)(4) | Company Selected Measure (Adjusted EPS)(5) | | | | | | | Total Shareholder Return(2) | Peer Group Total Shareholder Return(3) | | | | 2023 | $16,023,410 | $1,007,462 | $3,675,219 | $591,636 | $103.21 | $133.16 | $1.240 | $5.44 | | 2022 | $16,647,413 | $10,456,854 | $4,166,422 | $3,108,256 | $137.17 | $128.81 | $1.254 | $5.22 | | 2021 | $15,967,631 | $31,773,386 | $3,755,224 | $6,017,348 | $155.15 | $140.01 | $1.210 | $4.34 |

  125. Pay versus performance

    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”. The CEO was Mr. McMullen for all years in the table. The other NEOs were Messrs McMahon and Raha (all years), Mr. Ancher-Jensen (2023 and 2022), Mr. McDonnell (2023 and 2021) and Mr. Thaysen (2022 and 2021). Mr. Thaysen resigned from the company effective September 5, 2023. 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 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 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.

  126. Pay versus performance

    | | 2023 | | 2022 | | 2021 | | | Adjustments | CEO | Other NEOs* | CEO | Other NEOs* | CEO | Other NEOs* | | Total Compensation from Summary Compensation Table ("SCT") | $16,023,410 | $3,675,219 | $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** | ($14,109,080) | ($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 | $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 | ($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 | $1,346,520 | $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) | $1,007,462 | $591,636 | $10,456,854 | $3,108,256 | $31,773,386 | $6,017,348 |

  127. Pay versus performance

    * Amounts presented are averages for the entire group of NEOs (excluding our CEO). ** 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.

  128. Pay versus performance

    | | EXECUTIVE COMPENSATION |