DEF 14A of Agilent Technologies, Inc., Jan 31, 2025

DEF 14A of Agilent Technologies, Inc.

Filed Jan 31, 2025 · FY20240000950170-25-011439

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

  2. Director Nominees

    | | SUMMARY INFORMATION |

  3. Director Nominees

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

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

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

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

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

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

    Dr. Brawley has served as the Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University since 2019. Dr. Brawley served as the Chief Medical and Scientific Officer at the American Cancer Society from 2007 to 2018. He served as an Internist and Oncologist and Professor of Hematology, Oncology, Medicine and Epidemiology at Emory University from 2001 to 2018. Dr. Brawley has served on the Board of Directors of Incyte Corporation, a public biotechnology company, since September 2021. He has served on the Board of Directors of Lyell Immunopharma, Inc., a public biotechnology company, since April 2021. He has served on the Board of Directors of PDS Biotechnology Corp, a public biotechnology company, since November 2020. Dr. Brawley brings to the Board scientific expertise and relevant insight into healthcare delivery through his current responsibilities in a leading large academic medical center. In addition, Dr. Brawley brings considerable public company director experience.

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

    | | PROPOSAL 1 - ELECTION OF DIRECTORS |

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

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

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

    Dr. Dolsten served as President of Worldwide Research, Development and Medical, Chief Scientific Officer and Executive Vice President of Pfizer, Inc. from 2010 to January 2025 and currently serves as an advisor to the CEO. In July 2024, Dr. Dolsten announced his retirement from Pfizer to occur sometime in 2025. He has served as President of Worldwide Research and Development and Senior Vice President of Pfizer from May 2010 until December 2010 and President of Pfizer BioTherapeutics Research & Development Group and Senior Vice President of Pfizer from 2009 until 2010. From 2008 to 2009, Dr. Dolsten served as Senior Vice President of Wyeth Pharmaceuticals, Inc., a public biopharmaceutical company that was acquired by Pfizer in 2009, and President of Wyeth Research from 2008 to 2009. Prior to joining Wyeth, Dr. Dolsten was a Private Equity Partner at Orbimed Advisors, LLC and Executive Vice President, Head of Pharma Research at Boehringer Ingelheim, a pharmaceutical company. Dr. Dolsten also previously held research leadership positions at AstraZeneca plc, Pharmacia and Upjohn Company. Dr. Dolsten served on the Board of Directors of Karyopharm Therapeutics Inc., a public pharmaceutical company from March 2015 to December 2021. Dr. Dolsten has served on the Board of Directors of Vimian Group, a public company supporting veterinary professionals, since April 2021. Qualifications Dr. Dolsten has significant experience in the pharmaceutical and biotechnology industries, including his experience serving in senior management positions with Pfizer, Wyeth Pharmaceuticals, Inc., Boehringer Ingelheim, AstraZeneca plc, Pharmacia and Upjohn Company. In addition, Dr. Dolsten brings considerable public company director experience as well as extensive experience within our industry and expertise in business finance.

  10. Directors Whose Terms Expire in 2026

    Directors Whose Terms Expire in 2026

  11. Directors Whose Terms Expire in 2026

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

  12. Directors Whose Terms Expire in 2026

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

  13. Directors Whose Terms Expire in 2026

    | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  14. Directors Whose Terms Expire in 2026

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

  15. Directors Whose Terms Expire in 2026

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

  16. Directors Whose Terms Expire in 2026

    Ms. Rataj was a member of the Board of Directors of Cabot Corporation from September 2011 to May 2024. She retired as the non-Executive Chairman of the Board in October 2023. She was Chief Executive, Petrochemicals for BP, a global energy company, until she retired in April 2011. In this role, she held responsibility for all of BP’s global petrochemical operations. Prior thereto, Ms. Rataj held a variety of senior management positions with BP, most recently serving as Group Vice President, Health, Safety, Operations and Technology for the Refining and Marketing Segment. Qualifications Ms. Rataj possesses significant leadership experience and business expertise from her executive positions with BP. Ms. Rataj has lived and worked extensively in the Asia Pacific and European regions and brings a global perspective to the Board. In addition, Ms. Rataj brings public company director experience and knowledge of public company management and governance practices.

  17. Directors Whose Terms Expire in 2026

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

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

  19. Directors Whose Terms Expire in 2026

    | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  20. Directors Whose Terms Expire in 2026

    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.

  21. Directors Whose Terms Expire in 2026

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

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

  23. Directors Whose Terms Expire in 2027

    Directors Whose Terms Expire in 2027

  24. Directors Whose Terms Expire in 2027

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

  25. Directors Whose Terms 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. Ms. Anand served as Senior Vice President, Data & Analytics and Automation Software Platform group at Cisco Systems, Inc. from July 2014 to October 2016 and as Vice President and General Manager, Services Platform Group at Cisco from October 2007 to June 2014, and she holds multiple technology patents. Prior to that, Ms. Anand held various senior executive positions in software products, go-to-market, services, and technology businesses and served as entrepreneur in residence for Kleiner Perkins Caufield and Byers, a venture capital firm. 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.

  26. Directors Whose Terms Expire in 2027

    | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  27. Directors Whose Terms Expire in 2027

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

  28. Directors Whose Terms Expire in 2027

    Mr. Koh has served as the non-Executive Chairperson of our Board since March 2017. As of January 2023, Mr. Koh is the non-Executive Chairman of the Singapore Exchange Ltd. He has been the managing partner of Altara Ventures Pte. Ltd., a venture capital fund, since December 2011. Mr. Koh has served as the non-Executive Chairperson of Sunningdale Tech Ltd., a privately held company, since April 2021. He served as the non-Executive Chairperson of Sunningdale Tech Ltd., a public company, from January 2009 to March 2021 and served as its Executive Chairperson and Chief Executive Officer from July 2005 to January 2009. He served as the non-Executive Chairperson of Far East Orchard Ltd. from April 2013 to April 2022; served as the non-Executive Chairperson of Yeo Hiap Seng Ltd. from April 2010 to December 2019; as Executive Director of MediaRing Limited from February 2002 to August 2009; Chairperson of DBS Bank Ltd. from January 2006 to April 2010; Chairperson of Singapore Airlines from July 2001 to December 2005 and Chairperson of Singapore Telecom from April 1992 to August 2001. Mr. Koh spent fourteen years with Hewlett-Packard Company in its Asia Pacific region. Qualifications Mr. Koh possesses a strong mix of leadership and operational experience from his various senior positions with Sunningdale Tech, MediaRing Limited, DBS Bank, Singapore Airlines and Singapore Telecom. In addition, Mr. Koh has deep experience in the Asia Pacific region and brings that knowledge and perspective to the Board. Mr. Koh has extensive experience with our company and its predecessor, Hewlett-Packard, having served on our Board for over 10 years and having spent 14 years with Hewlett-Packard. In addition, Mr. Koh brings public company director experience and knowledge of public company management and governance practices.

  29. Directors Whose Terms Expire in 2027

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

  30. Directors Whose Terms Expire in 2027

    Mr. McDonnell has served as our President and Chief Executive Officer since May 2024. From February 2024 to May 2024, he served as Senior Vice President, Chief Operating Officer and CEO-elect. Mr. McDonnell served as Chief Commercial Officer and President, Agilent CrossLab Group from November 2021 to February 2024. From May 2020 to November 2021, he served as Senior Vice President, Agilent and President, Agilent CrossLab Group. From November 2016 to April 2020, he served as our Vice President and General Manager of the Chemistries and Supplies Division. Prior to that, he served as our Vice President and General Manager of EMEAI Laboratory Solutions Sales. Mr. McDonnell has previously held a variety of positions with Agilent and Hewlett-Packard Company. Mr. McDonnell has broad and deep experience with the company and its businesses having been an employee of the company and its predecessor, Hewlett-Packard, for over 26 years. During the course of his career, he has developed considerable expertise in, and in-depth knowledge of, our businesses from the perspective of an individual contributor and at numerous levels of management. This perspective, as well as serving as the Company's Chief Executive Officer, gives valuable insight to the Board.

  31. Directors Whose Terms Expire in 2027

    | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  32. Directors Whose Terms Expire in 2027

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

  33. Directors Whose Terms 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 Charles Cameron Sprague Distinguished Chair in Biomedical Science. He is a member of the Board of the Southwestern Medical Foundation. Dr. Podolsky brings scientific expertise to the Board, and his current responsibilities in leading a large academic medical center give him relevant insight into healthcare delivery.

  34. Directors Whose Terms Expire in 2027

    | | COMPENSATION OF NON-EMPLOYEE DIRECTORS |

  35. Directors Whose Terms Expire in 2027

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

  36. Non-Employee Director Compensation for fiscal year 2024

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

  37. Non-Employee Director Compensation for fiscal year 2024

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

  38. Non-Employee Director Compensation for fiscal year 2024

    Reflects all cash compensation earned or paid during fiscal year 2024, including amounts deferred pursuant to the Director Deferral Plan. Dr. Podolsky elected

  39. Non-Employee Director Compensation for fiscal year 2024

    | | COMPENSATION OF NON-EMPLOYEE DIRECTORS |

  40. Non-Employee Director Compensation for fiscal year 2024

    to defer 50%, and Mr. Bishop, and Dr. Brawley each elected to defer 100% of all cash fees earned in fiscal year 2024 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. Reflects the aggregate grant date fair market value for stock awards granted in fiscal year 2024 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 5 of our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024. The dollar values of the stock awards represent stock grants of 1,678 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. Bishop retired from the Board of Directors effective May 23, 2024. 5. Mr. Koh has served as the Non-Executive Chairperson of the Board since March 15, 2017.

  41. Transactions with Related Persons

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

  42. Chief Executive Officer Transition

    Upon promotion to CEO, on May 1, 2024, Mr. McDonnell’s base salary was increased from $900,000 to $1,075,000, his target bonus was increased from 100% to 125%, and he was granted a $3,300,000 incremental LTI award (on the same terms as our annual LTI awards) to set his total LTI target for FY2024 at $7,500,000. To support Mr. McDonnell and ensure a smooth leadership transition, in connection with Mr. McMullen’s retirement, Mr. McMullen agreed to continue his employment at the Company as Special Advisor to the CEO from May 1, 2024 through October 31, 2024. In his role as Special Advisor to the CEO, Mr. McMullen continued to be actively engaged on several key business initiatives, including active evaluation of several acquisition targets, including the acquisition of BIOVECTRA announced in September, worked closely with the CEO on key governance matters and investor relations, and further supported the leadership transition by participating in numerous Global Team visits and Town Hall Sessions with Mr. McDonnell across the United States, Asia, and Europe. Upon his transition to Special Advisor to the CEO, the Committee reduced Mr. McMullen’s annual base salary from $1,360,000 to $900,000 and his total target bonus for FY2024 was reduced from $1,904,000 to $1,260,000. His health and welfare benefits and perquisites continued unchanged from May 1, 2024 through October 31, 2024, and his outstanding equity awards were treated in accordance with the terms of the Company’s retirement policy applicable to all employees. Please see page 51 for further details. Mr. McMullen received no severance payments related to his retirement.

  43. Key FY2024 Highlights

    Key FY2024 Highlights There were no material changes to our compensation program designs for fiscal year 2024. The designs remained aligned with our business strategy, pay-for-performance alignment remained strong, and stockholders continued to indicate their ongoing support of our programs. • Pay continues to be heavily performance-based with 90% to 92% of target pay “at-risk”. For fiscal year 2024, approximately 92% of Mr. McDonnell’s and 90% 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. • Short-term incentive payouts ranged from 39% to 60%. Achievement of annual financial targets came in below plan, resulting in an overall funding of 57% with final executive bonus payouts ranging from 39%-60% driven by executive Key Business Initiative funding of 0%-44%. • Long-term incentive plan payouts were aligned to 3-year business performance. FY22-FY24 performance stock units based on relative TSR paid out at 56% based on Agilent’s 3-year total shareholder returns being at the 35th percentile of S&P 500 healthcare and materials companies. FY22-FY24 performance stock units based on Adjusted EPS paid out at 87% based on an average of FY22, FY23 and FY24 annual performance of 170%, 48% and 42% • Total target compensation for Mr. McDonnell was set at $9.9M, below that of the former CEO. Consistent with our treatment of other executive promotions, Mr. McDonnell’s pay was positioned around the 25th percentile of our peers, with the intention of applying a multi-year progression with consideration to ongoing in-role performance, broader Company performance, the Company’s go-forward strategic direction and stockholder alignment. We made a number of retention grants to secure key executives at this critical time of transition. The Board believed executive team stability and engagement was critical to support the leadership and business transitions. Further, near the end of fiscal year 2023, the company experienced the departure of two senior leaders during this transition period. As such, the Compensation Committee approved one-time retention grants to the following NEOs, in addition to their normal annual LTI awards. These retention grants vest 1/3 at the 12-, 18-, and 24-month anniversaries of their grant, and do not accelerate upon retirement. They will only continue vesting if the individual remains an employee or service provider to the company. These executives were all long tenured with meaningful unvested performance awards outstanding, including their annual LTI awards for FY24, so the Committee felt that time-based awards without the retirement vesting eligibility that is standard in our annual awards would be the most effective vehicle to secure these key leaders during this transition period and continue to motivate them to contribute to strong company performance.

  44. Compensation Governance and Principles

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

  45. Principles for 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 | | Significant majority of NEO target compensation is performance-based and “at risk”. | | | | Motivates and rewards multi-year stockholder value creation. | | | | Facilitates executive stock ownership. | | | | Enables retention. | | | | Delivered through performance shares, stock options and RSUs, with a mandatory one-year post-vest holding period for performance shares and RSUs to encourage long-term orientation. | | | | Performance measures include long-term financial objectives and the relative performance of our stock. |

  46. Independent Compensation Committee and Consultant

    Independent Compensation Committee and Consultant The Compensation Committee is composed solely of independent members of the Board and operates under a Board-approved charter which outlines the Committee’s major duties and responsibilities. This charter is available on our Investor Relations website. Semler Brossy, our independent compensation consultant, does not perform any other work for us, does not trade our stock, has independence policies that are reviewed annually and has agreed to proactively notify the Compensation Committee chair of any potential or perceived conflicts of interest. The Compensation Committee found no conflict of interest during fiscal year 2024. For fiscal year 2024, our independent compensation consultant advised the Compensation Committee on several compensation matters, including but not limited to: • CEO transition, including compensation proposals for both the incoming and retiring CEOs; • Senior leadership transition, including compensation proposals for incoming senior leaders, retention and retirement of same; • 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 2024; Review of market trends and governance practices;

  47. Independent Compensation Committee and Consultant

    Risk assessment of incentive pay practices; • Board of Directors pay; • Review of various other proposals presented to the Compensation Committee by management; and • Support for stockholder outreach campaign. Role of Management The CEO and the Chief Human Resources Officer consider the responsibilities, performance and capabilities of each of our named executive officers, other than the CEO, and the compensation package they believe will attract, retain and motivate these senior leaders. The Chief Human Resources Officer does not provide input on setting his own compensation. A comprehensive analysis is conducted using a combination of the market data based on our compensation peer group and proxy data, performance against targets, and overall performance assessment. This data is used to determine if an increase recommendation in compensation is warranted and the amount and type of any increase for each of the total compensation components for the then-current fiscal year. After consulting with the Chief Human Resources Officer, the CEO makes compensation recommendations, other than for his own compensation, to the Compensation Committee, generally, at its first meeting of the fiscal year. Members of our legal department, including our Chief Legal Officer and Assistant General Counsel, regularly provide legal support to the Committee, but do not participate in meetings where their own compensation is being discussed. Process for Determining Compensation To determine total target compensation for fiscal year 2024, the Compensation Committee considered: • 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. Our consultant also collaborates with the Committee Chair to develop CEO pay recommendations. The Compensation Committee then determines the form and amount of compensation for all executive officers after considering the market data, company, business unit and individual performance, and the CEO’s compensation recommendations for his staff. Peer Group for Executive Compensation Each year, the Compensation Committee meets with our independent compensation consultant to review and approve the peer group companies that satisfy our selection criteria. For fiscal year 2024, our executive compensation peer group consisted of the 30 companies listed below, including 27 companies from the S&P 500 Health Care Index (excluding the Health Care Distributors, Health Care Facilities and Managed Health Care subsectors) with revenues between 0.5x and 2.5x times our trailing twelve-month actual revenue, supplemented with three of our most direct competitors (Thermo Fisher, Danaher and Waters). The range of annual revenues for peer group members was determined so that Agilent's annual revenue would fall around the median of the peer group. Based on the stated criteria, Viatris and Lab Corp of America were added to the peer group entering FY24 and Cerner, who was acquired by Oracle in June 2022, was removed. We believe our approach determines a set of peers that is limited to our most direct competitors for talent, but large enough to provide year-over-year stability. We used data from this peer group to inform each NEO’s compensation for fiscal year 2024, with aggregate compensation targeted at around the peer group median.

  48. Independent Compensation Committee and Consultant

    For compensation decisions for FY25, we maintained the same peer group selection criteria, which resulted in the inclusion of five new peers (Cooper, DexCom, Moderna, Revvity, and Solventum) and the removal of three peers (Dentsply Sirona, Organon, and PerkinElmer). Peer Group for the Long-Term Performance Program The Compensation Committee believes that an expanded peer group is more appropriate for determining relative TSR under the company’s LTPP, as an expanded peer group better represents a range of alternative investment options for stockholders and reduces the volatility inherent in small comparator groups. Therefore, the Compensation Committee continued to use the approximately 94 companies in the Health Care and Materials Indexes of the S&P 500 for determining TSR under the LTPP. Only companies that are included in one of these indexes at the beginning of the performance period and which have three years of stock price performance at the end of the performance period are included in the final calculation of results. Any change in the expanded peer group is solely due to Standard & Poor’s criteria for inclusion in the indexes. CEO Compensation The Compensation Committee establishes the CEO’s compensation based on a thorough review of the CEO’s performance that includes: • An objective assessment against predetermined metrics set by the Compensation Committee; • Tally sheets; • Market data from our independent compensation consultant; • A self-evaluation by the CEO that the Compensation Committee discusses with the other independent directors; and • A qualitative evaluation of the CEO’s performance that is developed by the independent directors, including each member of the Compensation Committee, in executive session. The Compensation Committee reviews the CEO’s total direct compensation package annually and presents its recommendation to the other independent directors for review and comment before making the final determinations on compensation for the CEO.

  49. Fiscal year 2024 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) |

  50. Fiscal year 2024 Compensation

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

  51. Fiscal year 2024 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 Adjusted Operating Margin achievement below the 87% threshold.

  52. Fiscal year 2024 Compensation

    Financial Goals and Fiscal year 2024 Operational Results The Performance-Based Compensation Plan financial goals were based on (1) our adjusted operating margin percentage and our revenue and (2) the adjusted operating margin percentage and revenue goals for each of the business units. The Compensation Committee chose those metrics because: • 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 2024 Compensation

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

  54. Fiscal year 2024 Compensation

    Note: The adjusted non-GAAP operating margin and adjusted non-GAAP revenue measures used in our executive compensation programs may differ from GAAP and non-GAAP operating margin and GAAP and non-GAAP revenue as reported in our quarterly earnings releases as they exclude the impact of mergers and acquisitions, currency and hedging. See Appendix A to this proxy statement for a reconciliation to the most directly comparable GAAP financial measures. Key Business Initiatives – Targets and Results For fiscal year 2024, under the Performance-Based Compensation Plan, we continued to utilize annual key business initiatives to align NEOs’ objectives with strategic company priorities. These key business initiatives are established at the same time as the financial goals and account for 25% of the total target bonus for each NEO who was assigned to key business initiatives. The maximum payout per NEO for satisfaction of the strategic component is the lesser of (i) up to 200% of key business initiative performance results or (ii) 0.75% of non-GAAP pre-tax earnings for the company, and the Compensation Committee may exercise negative discretion in determining the final payout. The key business initiatives for FY24 were selected to focus NEOs on strategic priorities such as productivity and operating expense improvements that support leveraged earnings growth and efficient use of capital in a high-interest rate environment. The following table sets forth (i) each key business initiative and its threshold, target and maximum achievement levels, (ii) the NEOs assigned to each key business initiative, and (iii) the final attainment and payout percentage for each objective. If an NEO is assigned to more than one objective, the weighting is equally distributed. For fiscal year 2024, our former CEO, Mr. McMullen, was not assigned to any key business initiatives. The targets were established with the rigor necessary to drive desired results for each initiative. For competitive purposes, specific threshold, target and maximum amounts are not shown in the descriptions that follow.

  55. Fiscal year 2024 Compensation

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

  56. Fiscal year 2024 Compensation

    Note: If an NEO is assigned to more than one key business initiative within a category, those initiatives are equally weighted. For foreign exchange conversion purposes, all Orders/Revenue assume the November accounting rate. Actual payout tables for key business initiatives use a straight-line payout slope (and/or key milestones) from threshold to target and from target to maximum. Final payouts for each key business initiative are recommended by the CEO and approved by the Compensation Committee. Target Award Percentages and FY24 Actual Payouts Our Compensation Committee set the fiscal year 2024 short-term incentive target amounts based on a percent of base salary pre-established for each NEO considering the relative responsibility of each NEO. For fiscal year 2024, short-term incentive target bonuses were set at 125% of base salary for Mr. McDonnell as the CEO, 80% of base salary for Messrs. McMahon, May and Ancher-Jensen, and 70% for Mr. Grau. Mr. McMullen’s short-term incentive target was 140%, consistent with previous years. Upon his transition to advisor, his total target for the full year (including the portion of the year he served as CEO) was reduced from $1,904,000 to $1,260,000 (see chart below). Mr. McDonnell was assigned to group level financial and key business initiative metrics for the portion of fiscal year 2024 when he served as Chief Commercial Officer and President of our Agilent CrossLab Group. Upon his appointment to Chief Operating Officer, he was moved to Agilent financial metrics only and his short-term incentive payout for FY2024 was prorated based on the amount of time assigned to each set of performance metrics. The payouts under the Performance-Based Compensation Plan for fiscal year 2024 are provided in the chart below and in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table”. The chart below shows the targets and calculated payout based on results.

  57. Long-Term Incentives

    Long-Term Incentives LTI Granted in fiscal year 2024 The Compensation Committee places emphasis on company performance by delivering 60% of the annual NEO grants in performance awards and another 20% in stock options. The remaining 20% is provided in restricted stock units. Stock grant values were delivered as follows:

  58. Long-Term Incentives

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

  59. Long-Term Incentives

    Note: The target award amount is determined by dividing the target award amount by the product of the 20-day average stock price, for the period preceding the grant date, multiplied by the applicable accounting valuation. The target value of the long-term incentive awards is determined at the beginning of the then-current fiscal year for each NEO. The target value for grants made in fiscal year 2024 reflects the Compensation Committee’s judgment on the relative role of each NEO’s position within the company, as well as the performance of each NEO and benchmark data from our compensation peer group.

  60. Long-Term Incentives

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

  61. Long-Term Incentives

    Note: The table above includes one-time Restricted Stock Unit retention grants for Messrs. McMahon, Ancher-Jensen and Grau in the amounts of $3,000,000, $1,750,000 and $1,750,000, respectively, designed to secure critical members of the management team following heightened competitive talent pressure among our senior leadership. These retention grants vest over a 2-year period (at 1/3 each at 12-, 18- and 24- months respectively) and are not subject to the retirement treatment applicable to all employees as defined on page 51. Performance Conditions for Performance Stock Units Granted in Fiscal years 2023 and 2024 The Compensation Committee has established rolling three-year performance periods for determining earned performance stock units. The financial goals for the performance stock units for fiscal years 2023 and 2024 are based on relative TSR and adjusted earnings per share. Relative TSR aligns with stockholder interests as higher TSR results in higher potential returns for stockholders as well as ensures a correlation between performance and payouts. Adjusted earnings per share ensures our executives are focused on long-term superior earnings growth. As noted above, our fiscal year 2024 short-term incentive program focuses on adjusted operating margin and revenue, which drive internal business strategies that in turn impact our TSR.

  62. Long-Term Incentives

    | | COMPENSATION DISCUSSION AND ANALYSIS |

  63. Long-Term Incentives

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

  64. Long-Term Incentives

    | | 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% |

  65. Long-Term Incentives

    For purposes of determining the relative TSR awards, relative TSR reflects (i) the aggregate change in the 20-day average closing price of our stock versus each of the companies in our LTPP peer group, each as measured at the beginning and end of the three-year performance period plus (ii) the value (if any) returned to stockholders in the form of dividends or similar distributions, assumed to be reinvested on distribution date on a pre-tax basis. Earnings Per Share Performance Stock Units – FY23 to FY25 Performance Period and FY24 to FY26 Performance Period Fifty percent of the performance stock units granted in fiscal year 2023 for the FY23 to FY25 performance period and granted in fiscal year 2024 for the FY24 to FY26 performance period had financial goals based on adjusted earnings per share. Awards will be determined by calculating the adjusted earnings per share attained at the end of each of the three fiscal years in the performance period compared to the targets (which are set at the beginning of each fiscal year during the three-year performance period). The FY23 and FY24 EPS targets were set at the mid-point and high-end of external guidance respectively, and issued at the beginning of each fiscal year. We use non-GAAP adjusted diluted earnings per share and all targets are subject to Compensation Committee approval. The final and only payouts will be at the end of fiscal year 2025 and 2026 respectively and will be based on an average of the payout percentage for each fiscal year. The threshold, target and maximum levels as well as FY23 and FY24 results are set forth in the tables below:

  66. Long-Term Incentives

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

  67. Long-Term Incentives

    | | COMPENSATION DISCUSSION AND ANALYSIS |

  68. Long-Term Incentives

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

  69. Long-Term Incentives

    Note: The adjusted non-GAAP EPS measure used in our executive compensation programs for FY23, FY24 and FY25 may differ from non-GAAP EPS as reported in our quarterly earnings releases as it excludes the impact of mergers and acquisitions, currency, hedging and interest costs related to mergers and acquisitions, material share repurchase deviations from plan and associated debt expense, and material differences in our corporate tax rate due to the impact of significant, unplanned tax legislation during the fiscal year. See Appendix A to this proxy statement for a reconciliation to the most directly comparable GAAP financial measure. Performance Stock Units Earned in fiscal year 2024 – Relative TSR Fifty percent of the performance stock units granted in fiscal year 2022 for the FY22 to FY24 performance period were measured based on relative TSR versus all companies in the S&P 500 Health Care and Materials Indexes for fiscal years 2022 through 2024 with the payout percentages as follows:

  70. Long-Term Incentives

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

  71. Long-Term Incentives

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

  72. Long-Term Incentives

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

  73. Long-Term Incentives

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

  74. Long-Term Incentives

    | | COMPENSATION DISCUSSION AND ANALYSIS |

  75. Long-Term Incentives

    Our relative TSR performance (or percentile position) compared to that of our LTPP peer group and the payout percentages for the LTPP for the past five performance periods are set forth below: Note: A 200% payout is achieved when our relative TSR is at or above the 75th percentile of our LTPP-TSR peer group. Performance Stock Units Earned in Fiscal year 2024 – Adjusted Earnings Per Share Fifty percent of the performance stock units granted in fiscal year 2022 for the FY22 to FY24 performance period had financial goals based on adjusted earnings per share. The 87% payout percentage earned under these performance stock units was determined by calculating the adjusted earnings per share attained at the end of each of the three fiscal years in the performance period compared to the targets (which were set at the midpoint or high-end of external guidance that is determined and publicly announced at the beginning of each fiscal year during the three-year performance period). We set our adjusted EPS goals on an annual basis to maximize the alignment of the program with our aggressive long-term growth plans. We believe setting adjusted EPS targets at the time of grant for the full three-year period risks establishing goals that could be insufficiently or overly aggressive in years two and/or three of the performance-period given the shorter cyclical nature of our business and risks misalignment with the annual EPS guidance we provide to stockholders at the beginning of each fiscal year. Annual goal setting for EPS goals is a common practice among our peer companies, and we find it has had the intended motivational effect for our executive team through a particularly volatile period in the market as it has oriented them around aggressive, context-sensitive EPS growth targets each year. We use non-GAAP adjusted diluted earnings per share, subject to Compensation Committee approval. Once set, the target is not subject to change during the fiscal year. The payout percentage for the FY22 to FY24 award, which was certified by the Compensation Committee at the November 2024 meeting, was a simple average of the payout percentage certified for fiscal year 2022, fiscal year 2023 and fiscal year 2024. The threshold, target, maximum and final attainment numbers are set forth in the table below:

  76. Long-Term Incentives

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

  77. Long-Term Incentives

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

  78. Long-Term Incentives

    | | COMPENSATION DISCUSSION AND ANALYSIS |

  79. Long-Term Incentives

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

  80. Long-Term Incentives

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

  81. Long-Term Incentives

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

  82. 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. Compensation Risk Controls Semler Brossy, our independent compensation consultant, collaborates with management to conduct an annual review of our compensation-related risks. The risk assessment conducted during fiscal year 2024 did not identify any significant compensation-related risks and concluded that our compensation program is well designed to encourage behaviors aligned with the long-term interests of stockholders. Semler Brossy also found an appropriate balance in fixed versus variable pay, cash and equity, corporate, business unit, and individual goals, financial and non-financial performance measures, and formulas and discretion. Finally, it was determined that there are appropriate policies and controls in place to mitigate compensation-related risk. Recoupment Policy We maintain an Executive Compensation Recoupment Policy that applies to all our executives and former executives who leave the company after September 16, 2020. Under this Policy, in the event of a material restatement of financial results (wherein results were incorrect at the time published due to mistake, fraud or other misconduct), the Compensation Committee will review all short and long-term incentive compensation awards that were paid or awarded to executives for performance periods beginning after July 14, 2009 (in the case of executive officers covered by Section 16 of the Securities Exchange Act) or September 16, 2020 (in the case of other executives) that occurred, in whole or in part, during the restatement period.

  83. 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.

  84. Insider Trading and Hedging Policy

    position without cause or moved into a position that represents a substantial change in responsibilities within a limited period of time after the transaction (these agreements do not become operative unless both events occur). None of our current change-of-control agreements contain an excise tax gross-up clause. Potential payments to our NEOs in the event of a change of control under our existing agreements are reported in the “Termination and Change of Control Table”. In addition, we have a Workforce Management Program in place that is applicable to all employees, including NEOs. Employment security is tied to competitive realities as well as individual results and performance, but from time to time, business circumstances could dictate the need for us to reduce our workforce. The Workforce Management Program is intended to assist employees affected by restructuring by providing transition income in the form of severance benefits. None of our NEOs have received any compensation or payment under this program.

  85. Summary Compensation Table

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

  86. Summary Compensation Table

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

  87. Summary Compensation Table

    1. Compensation is provided only for fiscal years for which each individual qualified as an NEO. 2. Cash bonus for Mr. May reflects the first half of a $1,000,000 sign-on bonus intended to partially replace bonus and unvested equity awards Mr. May forfeited when he resigned from his prior company to join Agilent. The remaining $500,000 will be paid following Mr. May's one-year anniversary with Agilent so long as he remains employed and in good standing through that date. Both sign-on awards are subject to a one-year clawback period following payment should Mr. May voluntarily terminate his employment before completing 12 months of service. 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 5 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024. 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 FY24 performance-based restricted stock unit awards at the grant date, assuming that the highest level of performance conditions are achieved are $8,943,460, $5,095,979, $3,395,222, $3,443,342, $2,823,390 and $17,560,452 for Messrs. McDonnell, McMahon, May, Ancher-Jensen, Grau and McMullen 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. See the "Compensation Discussion and Analysis - Fiscal year 2024 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.

  88. Summary Compensation Table

    | | EXECUTIVE COMPENSATION |

  89. Summary Compensation Table

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

  90. Summary Compensation Table

    Amounts reflect company contributions to the Agilent Technologies, Inc. 401(k) Plan in fiscal year 2024. 2. Amounts reflect company contributions to the Agilent Technologies Deferred Compensation Plan in fiscal year 2024. 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. Mr. McMahon relocated to the Bay Area from Massachusetts. To facilitate this move, he participated in our relocation program. For fiscal year 2024, relocation costs for Mr. McMahon were $36,010 and consisted of tax preparation and advice assistance and a mortgage subsidy 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.

  91. Summary Compensation Table

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

  92. Summary Compensation Table

    1. Messrs. McDonnell, May, Ancher-Jensen, Grau and McMullen are not eligible to receive any mortgage subsidy payments. The total four-year mortgage subsidy for Mr. McMahon is $158,857.

  93. Summary Compensation Table

    | | EXECUTIVE COMPENSATION |

  94. 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 2024. For more information, please refer to the “Compensation Discussion and Analysis”.

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

  96. Grants of Plan-Based Awards

    1. Reflects the value of the potential payout targets for fiscal year 2024 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 adjusted EPS and TSR related performance shares granted in fiscal year 2024 for the FY24 through FY26 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 2024 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 22, 2023, March 1, 2024, May 8, 2024 and June 3, 2024. 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.

  97. Grants of Plan-Based Awards

    | | EXECUTIVE COMPENSATION |

  98. 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, 2024.

  99. 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 ($) | | Padraig | 11/17/2020 | 9,367 | 3,123 | 109.86 | 11/17/2030 | | | | | | McDonnell | 11/16/2021 | 4,488 | 4,489 | 161.39 | 11/16/2031 | | | | | | | 11/15/2022 | 2,320 | 6,961 | 148.00 | 11/15/2032 | | | | | | | 11/22/2023 | — | 12,328 | 123.99 | 11/22/2033 | | | | | | | 3/1/2024 | — | 9,076 | 139.06 | 3/1/2034 | | | | | | | 6/3/2024 | — | 13,445 | 131.40 | 6/3/2034 | | | | | | | 11/17/2020 | | | | | 746 | 97,211 | | | | | 11/16/2021 | | | | | 1,168 | 152,202 | | | | | 11/15/2022 | | | | | 2,382 | 310,398 | | | | | 11/22/2023 | | | | | 4,347 | 566,458 | | | | | 3/1/2024 | | | | | 3,202 | 417,253 | | | | | 6/3/2024 | | | | | 4,807 | 626,400 | | | | | 11/16/2021 | | | | | | | 6,968 | 908,000 | | | 11/15/2022 | | | | | | | 9,476 | 1,234,818 | | | 11/22/2023 | | | | | | | 12,948 | 1,687,254 | | | 3/1/2024 | | | | | | | 9,528 | 1,241,594 | | | 6/3/2024 | | | | | | | 14,276 | 1,860,306 | | | 11/16/2021 | | | | | | | 2,633 | 343,106 | | | 11/15/2022 | | | | | | | 3,451 | 449,700 | | | 11/22/2023 | | | | | | | 4,503 | 586,786 | | | 3/1/2024 | | | | | | | 3,215 | 418,947 | | | 6/3/2024 | | | | | | | 4,822 | 628,355 | | Total | | 16,175 | 49,422 | | | 16,652 | 2,169,922 | 71,820 | 9,358,866 | | Robert | 11/17/2020 | 17,173 | 5,725 | 109.86 | 11/17/2030 | | | | | | McMahon | 11/16/2021 | 7,806 | 7,807 | 161.39 | 11/16/2031 | | | | | | | 11/15/2022 | 3,915 | 11,746 | 148.00 | 11/15/2032 | | | | | | | 11/22/2023 | - | 20,734 | 123.99 | 11/22/2033 | | | | | | | 11/17/2020 | | | | | 1,368 | 178,264 | | | | | 11/16/2021 | | | | | 2,030 | 264,529 | | | | | 11/15/2022 | | | | | 4,020 | 523,846 | | | | | 11/22/2023 | | | | | 29,641 | 3,862,519 | | | | | 11/22/2023 | | | | | 7,312 | 952,827 | | | | | 11/16/2021 | | | | | | | 12,118 | 1,579,097 | | | 11/15/2022 | | | | | | | 15,992 | 2,083,918 | | | 11/22/2023 | | | | | | | 21,776 | 2,837,631 | | | 11/16/2021 | | | | | | | 4,578 | 596,559 | | | 11/15/2022 | | | | | | | 5,824 | 758,925 | | | 11/22/2023 | | | | | | | 7,573 | 986,838 | | Total | | 28,894 | 46,012 | | | 44,371 | 5,781,985 | 67,861 | 8,842,968 | | Simon | 5/8/2024 | - | 11,792 | 142.80 | 5/8/2034 | | | | | | May | 5/8/2024 | | | | | 4,235 | 551,863 | | | | | 5/8/2024 | | | | | | | 12,586 | 1,640,082 | | | 5/8/2024 | | | | | | | 4,255 | 554,469 | | Total | | — | 11,792 | | | 4,235 | 551,863 | 16,841 | 2,194,551 | | Henrik | 11/17/2020 | - | 3,435 | 109.86 | 11/17/2030 | | | | | | Ancher-Jensen | 11/16/2021 | 4,814 | 4,814 | 161.39 | 11/16/2031 | | | | | | | 5/3/2022 | 1,400 | 2,799 | 122.40 | 5/3/2032 | | | | | | | 11/15/2022 | 2,523 | 7,570 | 148.00 | 11/15/2032 | | | | | | | 11/22/2023 | - | 14,010 | 123.99 | 11/22/2033 | | | | | | | 11/17/2020 | | | | | 821 | 106,985 | | | | | 11/16/2021 | | | | | 339 | 44,175 | | | | | 11/16/2021 | | | | | 1,252 | 163,148 | | | | | 5/3/2022 | | | | | 823 | 107,245 | | | | | 11/15/2022 | | | | | 2,590 | 337,503 | | | | | 11/22/2023 | | | | | 4,940 | 643,731 | | | | | 12/1/2023 | | | | | 16,614 | 2,164,970 | | | | | 11/16/2021 | | | | | | | 7,472 | 973,676 | | | 5/3/2022 | | | | | | | 4,890 | 637,216 | | | 11/15/2022 | | | | | | | 10,306 | 1,342,975 | | | 11/22/2023 | | | | | | | 14,714 | 1,917,381 | | | 11/16/2021 | | | | | | | 2,823 | 367,865 | | | 5/3/2022 | | | | | | | 1,779 | 231,821 | | | 11/15/2022 | | | | | | | 3,753 | 489,053 | | | 11/22/2023 | | | | | | | 5,117 | 666,796 | | Total | | 8,737 | 32,628 | | | 27,379 | 3,567,757 | 50,854 | 6,626,783 |

  100. Outstanding Equity Awards at Fiscal Year-End

    | | EXECUTIVE COMPENSATION |

  101. 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 ($) | | Dominique | 11/17/2020 | 9,991 | 3,331 | 109.86 | 11/17/2030 | | | | | | Grau | 11/16/2021 | 4,423 | 4,424 | 161.39 | 11/16/2031 | | | | | | | 11/15/2022 | 2,175 | 6,526 | 148.00 | 11/15/2032 | | | | | | | 11/22/2023 | — | 11,488 | 123.99 | 11/22/2033 | | | | | | | 11/17/2020 | | | | | 249 | 32,447 | | | | | 11/17/2020 | | | | | 796 | 103,727 | | | | | 11/16/2021 | | | | | 254 | 33,099 | | | | | 11/16/2021 | | | | | 1,151 | 149,987 | | | | | 11/15/2022 | | | | | 2,233 | 290,982 | | | | | 11/22/2023 | | | | | 4,051 | 527,886 | | | | | 12/1/2023 | | | | | 16,614 | 2,164,970 | | | | | 11/16/2021 | | | | | | | 6,866 | 894,708 | | | 11/15/2022 | | | | | | | 8,884 | 1,157,674 | | | 11/22/2023 | | | | | | | 12,064 | 1,572,060 | | | 11/16/2021 | | | | | | | 2,594 | 338,024 | | | 11/15/2022 | | | | | | | 3,235 | 421,553 | | | 11/22/2023 | | | | | | | 4,196 | 546,781 | | Total | | 16,589 | 25,769 | | | 25,348 | 3,303,098 | 37,839 | 4,930,800 | | Michael R. | 11/17/2020 | 68,692 | 22,898 | 109.86 | 11/17/2030 | | | | | | McMullen | 11/16/2021 | 31,225 | 31,226 | 161.39 | 11/16/2031 | | | | | | | 11/15/2022 | 14,791 | 44,374 | 148.00 | 11/15/2032 | | | | | | | 11/22/2023 | — | 71,449 | 123.99 | 11/22/2033 | | | | | | | 11/17/2020 | | | | | 5,471 | 712,926 | | | | | 11/16/2021 | | | | | 8,120 | 1,058,117 | | | | | 11/15/2022 | | | | | 15,184 | 1,978,627 | | | | | 11/22/2023 | | | | | 25,195 | 3,283,160 | | | | | 11/16/2021 | | | | | | | 48,468 | 6,315,865 | | | 11/15/2022 | | | | | | | 60,412 | 7,872,288 | | | 11/22/2023 | | | | | | | 75,036 | 9,777,941 | | | 11/16/2021 | | | | | | | 18,313 | 2,386,367 | | | 11/15/2022 | | | | | | | 22,000 | 2,866,820 | | | 11/22/2023 | | | | | | | 26,097 | 3,400,700 | | Total | | 114,708 | 169,947 | | | 53,970 | 7,032,830 | 250,326 | 32,619,981 |

  102. 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 2024 for each NEO under the LTPP. Since the FY21-FY23 LTPP EPS and TSR performance shares achieved payouts of 139% and 84% respectively, the amounts shown for the outstanding LTPP EPS performance share awards are shown at maximum payout and the TSR performance share awards are shown at target payout. The performance share awards granted on November 16, 2021 were vested and assessed on November 19, 2024. The performance share awards granted on November 15, 2022 will vest and be assessed in November 2025. The performance share awards granted on November 22, 2023 will vest and be assessed in November 2026.

  103. 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 2024 and stock option exercises that took place in fiscal year 2024 and the value realized on the date of exercise, if any, by each of our NEOs.

  104. 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) (#) | ($) | (#) | ($) | (#) | ($) | | Padraig McDonnell | - | - | 3,183 | 382,852 | 9,101 | 1,015,763 | | Robert McMahon | - | - | 7,252 | 822,222 | 16,687 | 1,862,436 | | Simon May | - | - | - | - | - | - | | Henrik Ancher-Jensen | 11,703 | 317,571 | 5,008 | 578,680 | 10,012 | 1,117,439 | | Dominique Grau | - | - | 4,645 | 522,078 | 9,709 | 1,083,621 | | Michael R. McMullen | 65,218 | 5,731,380 | 29,702 | 3,367,281 | 66,748 | 7,449,744 |

  105. Option Exercises and Stock Vested

    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

  106. Option Exercises and Stock Vested

    | | EXECUTIVE COMPENSATION |

  107. Option Exercises and Stock Vested

    restricted stock units, the shares that vested but were still subject to a one-year post-vest holding period. 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. 3. Amounts reflect the performance shares granted in fiscal year 2021 pursuant to the LTPP for the fiscal years 2021 to 2023 performance period and paid out in November of calendar year 2023. Mr. McMahon had elected to defer 5,005 shares into his Deferred Compensation Account. All performance award shares were subject to a one-year post-vest holding period.

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

  109. Pension Benefits

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

  110. Non-Qualified Deferred Compensation

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

  111. Non-Qualified Deferred Compensation

    | | EXECUTIVE COMPENSATION |

  112. 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 $345,000 for 2024; 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 2026. As of May 2022, the company provides one type of employer contribution, which is a matching contribution up to 6% of deferred base pay amounts above the IRS qualified plan limit. Prior to May 2022, the company also provided a transitional company contribution (DCPTCC) which is a formulaic contribution put in place due to the freeze of the U.S. pension and supplemental benefit retirement plans. Contributions made by the company to our NEOs are detailed in the table that follows. Payouts are distributed to eligible participants in January of the year following termination, if termination occurs during the first six months of the calendar year. Otherwise, payouts are distributed to eligible participants in July of the year following termination where termination occurs during the second half of the calendar year. No early distributions or withdrawals are allowed. When and if received, a participant in the LTPP may elect to defer his or her shares through our 2005 Deferred Compensation Plan. The LTPP shares are deferred in the form of our common stock only. At the end of the deferral period, the LTPP shares are released to the executive. We have established a rabbi trust as a source of funds to make payments under the non-qualified deferred compensation plan. As of October 31, 2024, the rabbi trust with Fidelity Management Trust Company was fully funded, so there is no need for additional funding. The table below provides information on the non-qualified deferred compensation of the NEOs for fiscal year 2024.

  113. 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 | ($) | ($) | ($) | ($) | | Padraig McDonnell | 11,540 | 3,231 | 56,888 | 258,627 | | Robert McMahon | 676,048 | 25,691 | 855,392 | 4,071,719 | | Simon May | n/a | n/a | n/a | n/a | | Henrik Ancher-Jensen | n/a | n/a | 1,299,674 | 6,081,297 | | Dominique Grau | 29,000 | 15,199 | 960,167 | 5,514,026 | | Michael R. McMullen | 141,315 | 62,947 | 388,770 | 1,629,463 |

  114. 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.

  115. Non-Qualified Deferred Compensation

    | | EXECUTIVE COMPENSATION |

  116. 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.

  117. CEO Pay Ratio

    | | EXECUTIVE COMPENSATION |

  118. CEO Pay Ratio

    Methodology and Pay Ratio We determined the median employee based on the 17,402 employees on our payroll (excluding the CEO) as of October 31, 2024, based on a consistently applied compensation measure defined as the sum of base salary, annual bonus and target LTI value. Once we identified the median employee, the annual total compensation was then calculated according to the SEC’s rules for the Summary Compensation Table. The annual total compensation of our median employee for fiscal year 2024 was $75,642. As disclosed in our Summary Compensation Table on page 42, our CEO’s annual total compensation for fiscal year 2024 was $9,046,505. Based on these compensation amounts, our estimate of the ratio of the annual total compensation of CEO to the annual total compensation of our median employee was 120 to 1. As of October 31, 2024, Agilent had employees in 30 countries with 37% in Asia Pacific, 26% in Europe, Middle East and Africa and 37% in the Americas.

  119. 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.

  120. Pay versus performance

    | | | | | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment Based on: | | | Company | | Fiscal Year | Summary Compensation Table Total for CEO 1 | Compensation Actually Paid to CEO 1 (1) | Summary Compensation Table Total for CEO 2 | Compensation Actually Paid to CEO 2 (1) | Table for Non- CEO Named Executive Officers(1) | Actually Paid to Non-CEO Named Executive Officers(1) | Total Shareholder Return(2) | Peer Group Total Shareholder Return(3) | Net Income (in billions)(4) | Selected Measure (Adjusted EPS)(5) | | 2024 | $16,619,219 | $21,204,628 | $9,041,669 | $8,915,605 | $5,918,692 | $6,974,046 | $178.06 | $192.35 | $1.539 | $5.29 | | 2023 | $16,023,409 | $1,007,462 | - | - | $3,675,218 | $591,636 | $140.29 | $148.46 | $1.240 | $5.44 | | 2022 | $16,647,413 | $10,456,854 | - | - | $4,166,422 | $3,108,256 | $186.45 | $143.47 | $1.254 | $5.22 | | 2021 | $15,967,631 | $31,773,386 | - | - | $3,755,224 | $6,017,348 | $210.90 | $155.19 | $1.210 | $4.34 |

  121. 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”. Mr. McMullen was CEO 1 for 2024 and CEO for 2023, 2022 and 2021. Mr. McDonnell was CEO 2 for fiscal year 2024. The other NEOs were Messrs McMahon (all years), Mr. Ancher-Jensen (2024, 2023 and 2022), Mr. McDonnell (2023, 2022 and 2021), Messrs May and Grau (2024), Mr. Raha (2023, 2022 and 2021) and Mr. Thaysen (2022 and 2021). Messrs. Raha and Thaysen resigned from the company effective December 8, 2023 and September 5, 2023, respectively. 2. For the relevant fiscal year, represents the cumulative total shareholder return of the company for the measurement periods ending on October 31 of each of 2024, 2023, 2022 and 2021, respectively. 3. For the relevant fiscal year, represents the cumulative total shareholder return of the Standard & Poor’s 500 Healthcare and Standard & Poor’s 500 Materials Indices (“S&P Index”), our published industry index for purposes of disclosure under Item 201(e) of Regulation S-K, for the measurement periods ending on October 31 of each of 2024, 2023, 2022 and 2021, respectively. 4. Net Income is a GAAP measure. Adjusted EPS is a non-GAAP measure. Appendix A to this Proxy Statement defines this and other non-GAAP financial measures.

  122. Pay versus performance

    | | EXECUTIVE COMPENSATION |

  123. Pay versus performance

    | | 2024 | | | 2023 | | 2022 | | 2021 | | | Adjustments | CEO 1 | CEO 2 | Other NEOs* | CEO | Other NEOs* | CEO | Other NEOs* | CEO | Other NEOs* | | Total Compensation from Summary Compensation Table ("SCT") | $16,619,219 | $9,041,669 | $5,918,692 | $16,023,409 | $3,675,218 | $16,647,413 | $4,166,422 | $15,967,631 | $3,755,224 | | Less, adjustments for defined benefit and actuarial pension plans | - | - | - | - | - | - | - | - | - | | Less, value of Stock Awards reported in SCT** | ($14,610,155) | ($7,485,920) | ($4,952,604) | ($14,109,080) | ($2,690,432) | ($12,989,141) | ($2,803,729) | ($11,460,405) | ($2,155,292) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $15,188,682 | $7,359,856 | $5,000,212 | $8,063,399 | $1,537,587 | $10,746,518 | $2,385,779 | $19,678,309 | $3,700,804 | | Plus, Change in Fair Value of any Prior Year awards that are Outstanding and Unvested | $2,480,809 | - | $447,394 | ($10,316,787) | ($2,102,352) | ($9,200,149) | ($1,656,746) | ($3,109,645) | ($265,241) | | Plus, FMV of Awards Granted this Year and that Vested this Year | - | - | - | - | - | - | - | - | - | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | $1,526,073 | - | $560,352 | $1,346,520 | $171,613 | $5,252,213 | $1,016,529 | $10,697,496 | $981,853 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | - | - | - | - | - | - | - | - | - | | Compensation Actually Paid (as calculated) | $21,204,628 | $8,915,605 | $6,974,046 | $1,007,462 | $591,636 | $10,456,854 | $3,108,256 | $31,773,386 | $6,017,348 |

  124. Pay versus performance

    * Amounts presented are averages for the entire group of NEOs (excluding our CEOs). ** Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield and risk free rates) as of the measurement date. Performance-based restricted stock unit grant date fair values are calculated using the stock price and performance accrual modifiers, where relevant, as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of the applicable year end and as of the date of vest. Time-vested restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of the applicable year end and as of each date of vest.