DEF 14A of Revvity, Inc.
Filed Mar 13, 2024 · FY20230001193125-24-066406
Director Nominees
Director Nominees The following table provides summary information about the ten directors nominated for election as directors for terms of one year each:
Director Nominees
| Name | Age | Director Since | Principal Occupation | Current Committee Memberships | Independent? | | Peter Barrett, PhD | 71 | 2012 | Partner, Atlas Venture | Compensation & Benefits (Chair); Nominating & Corporate Governance | Yes | | Samuel R. Chapin | 66 | 2016 | Retired Executive Vice Chairman, Bank of America Merrill Lynch | Audit (Chair) | Yes | | Michael A. Klobuchar | 48 | 2024 | Executive Vice President and Chief Strategy Officer, Merck & Co., Inc. | — | Yes | | Michelle McMurry-Heath, MD, PhD | 54 | 2022 | Consultant to Biotechnology Industry | Audit | Yes | | Alexis P. Michas | 66 | 2001 | Managing Partner, Juniper Investment Company, LLC | Non-Executive Chairman | Yes | | Prahlad R. Singh, PhD | 59 | 2019 | President and CEO of Revvity | — | No | | Sophie V. Vandebroek, PhD | 62 | 2024 | Former Vice President, Emerging Technology Partnerships, IBM Corporation | — | Yes | | Michel Vounatsos | 62 | 2020 | Former Chief Executive Officer, Biogen Inc. | Audit; Nominating & Corporate Governance (Chair) | Yes | | Frank Witney, PhD | 70 | 2016 | Former Chief Executive Officer, Affymetrix, Inc. | Compensation & Benefits; Nominating & Corporate Governance | Yes | | Pascale Witz | 57 | 2017 | Founder and President of PWH Advisors | Audit; Compensation & Benefits | Yes |
Director Nominees
ii Revvity • 2024 Proxy Statement
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ELECTING EACH OF THE TEN NOMINEES NAMED ABOVE FOR TERMS OF ONE YEAR EACH. The persons named as proxies on the proxy card will vote shares represented by a proxy for the election of the ten nominees for terms of one year each unless the shareholder instructs otherwise on their proxy card. Our board of directors knows of no reason why any nominee should be unable or unwilling to serve. However, if that becomes the case, the persons named as proxies on the proxy card may vote to elect a substitute. In no event will shares represented by proxies be voted for more than ten nominees. To apprise you of their qualifications to serve as directors, we include the following information concerning each of the director nominees. The qualifications presented include information each nominee has provided to us regarding age, current positions held, principal occupation and business experience for the past five years, as well as the names of other publicly held companies of which the nominee currently serves as a director or has served as a director during the past five years. In addition to the information presented regarding each nominee’s specific experience, qualifications, attributes and skills that led the nominating and corporate governance committee to recommend that our board nominate these individuals, our board believes that all of the nominees have a reputation for honesty, integrity and adherence to high ethical standards. The nominating and corporate governance committee also believes that the nominees possess the willingness to engage management and each other in a positive and collaborative fashion, and are prepared to make the significant commitment of time and energy to serve on our board and its committees. PETER BARRETT, PhD: Age 71; Principal Occupation: Partner, Atlas Venture, a venture capital fund based in Cambridge, Massachusetts. Director of Revvity since 2012. Chair of the compensation and benefits committee and member of the nominating and corporate governance committee. Dr. Barrett joined Atlas Venture, an early-stage life sciences venture capital fund, in 2002 and is a partner in the life sciences group, where he has been involved in the creation of several therapeutic and drug discovery platform companies. Previously, he was a co-founder, Executive Vice President and Chief Business Officer of Celera Genomics which in 2001 announced the first successful sequencing of the human genome. Prior to that, Dr. Barrett held several senior management positions at The Perkin-Elmer Corporation, most recently serving as Vice President, Corporate Planning and Business Development, where he operated several businesses and helped to greatly expand its life sciences portfolio through a series of licensing agreements, partnerships and acquisitions. He currently serves as the Chairman of Synlogic, Inc., which is publicly traded, and is a board member of privately held Obsidian Therapeutics, Inc. Dr. Barrett is also an executive fellow at the Harvard Business School and is the chair of the key advisory board of the Blavatnik Fellowship program. Dr. Barrett received his Bachelor of Science degree in chemistry from Lowell Technological Institute (now known as the University of Massachusetts, Lowell) and his doctoral degree in analytical chemistry from Northeastern University. Dr. Barrett brings to the board more than three decades of experience in the life sciences industry, including leadership positions both as a senior executive and as an institutional investor. These roles have allowed him to develop expertise in the deployment of strategic growth initiatives within the industry. His service as chair and as a member of the boards of other companies, both publicly and privately held, enables him to assist our board in the performance of its governance obligations. SAMUEL R. CHAPIN: Age 66; Principal Occupation: Retired Executive Vice Chairman, Bank of America Merrill Lynch, a worldwide financial institution. Director of Revvity since 2016. Chair of the audit committee. Mr. Chapin retired from Bank of America Merrill Lynch in 2016 as Executive Vice Chairman of Global Corporate & Investment Banking, after more than thirty years in investment banking. As Executive Vice Chairman from 2010 to 2016 he was responsible for managing relationships with some of the firm’s largest clients. Mr. Chapin has worked on a broad range of financings and strategic advisory assignments totaling more than $500 billion, and has been named Investment Banker of the Year by Investment Dealers’ Digest. Mr. Chapin was named Vice Chairman of Merrill Lynch & Co., Inc. in 2003 and was a member of the firm’s executive Operating Committee. Mr. Chapin served in a number of other senior leadership positions while at Bank of America Merrill Lynch, including having responsibility for the Global Investment Banking division and managing many of the firm’s global corporate relationships. Mr. Chapin has served since 2019 as a Senior Advisor to Rockefeller Capital Management, a leading independent, privately-owned financial services firm, and he is also a member of the board of directors of O-I Glass, Inc. and PHINIA, Inc., both of which are publicly traded, and was formerly a director CIRCOR International, Inc. until 2023. Additionally, he serves as a trustee emeritus of Lafayette College and as a director emeritus of New York’s Roundabout Theatre Company. Mr. Chapin holds a Bachelor of Arts degree from Lafayette College and a Master of Business Administration degree from The Wharton School at the University of Pennsylvania. Mr. Chapin provides our board expertise in corporate finance and strategy, including experience gained as a senior executive at a global financial services firm and through his service on the audit committees of public companies. He also brings to our board extensive knowledge of the industrial marketplace, along with deep experience in transactional processes, mergers and acquisitions, and deal financing for a wide range of transactions. MICHAEL A. KLOBUCHAR: Age 48; Principal Occupation: Executive Vice President and Chief Strategy Officer, Merck & Co., Inc., a global biopharmaceutical company based in Rahway, New Jersey. Director of Revvity since February 2024. Mr. Klobuchar has served since 2021 as Executive Vice President and Chief Strategy Officer of Merck, a premier research-intensive global biopharmaceutical company, and is a member of Merck’s Executive Committee. In this role he leads the advancement and execution of Merck’s strategy, with additional responsibility for business development and information technology. Prior to this role, Mr. Klobuchar was Senior Vice President, CFO and Head of Portfolio and Alliance Management for Merck Research Laboratories, the company’s research and development organization, from 2019 to 2021, and led the Global Portfolio and Alliance Management group within that organization. Mr. Klobuchar joined Merck Research Laboratories in 1998 and has held a variety of positions of increasing responsibility in the company’s research, manufacturing, commercial planning, finance and strategy organizations, including leading key elements related to the integration of Merck Research Laboratories with Schering-Plough R&D following the merger of the two companies. Mr. Klobuchar received his Master of Business Administration degree from Villanova University, a Master of Science degree in chemical engineering from Rutgers University and a Bachelor of Science degree from Purdue University.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
Mr. Klobuchar brings to our board a wealth of experience in both developing and implementing strategic and operational initiatives for a complex, worldwide enterprise as a result of his more than twenty-five years of experience with Merck in a variety of key technical, operational and financial roles. This background, along with his deep commitment to scientific innovation, will provide the board with valuable guidance in executing on the Company’s strategic vision. MICHELLE MCMURRY-HEATH, MD, PhD: Age 54; Principal Occupation: Consultant to Biotechnology Industry. Director of Revvity since 2022. Member of the audit committee. Dr. McMurry-Heath, a medical doctor and molecular immunologist by training, most recently served as President and Chief Executive Officer of the Biotechnology Innovation Organization, the world’s largest biotechnology advocacy group, from 2020 to 2022. Dr. McMurry-Health was previously with Johnson & Johnson (J&J) from 2014 to 2020, where she served as Global Head of Evidence Generation for Medical Device Companies and then Vice President of Global External Innovation and Global Leader for Regulatory Sciences. Prior to her time at J&J, Dr. McMurry-Heath was also a key science policy leader in government, conducting a comprehensive analysis of the National Science Foundation’s policies, programs and personnel. President Obama then named her associate science director of the FDA’s Center for Devices and Radiological Health. Dr. McMurry-Heath was the founding director of the Aspen Institute’s Health, Biomedical Science, and Society Policy Program and received her early training in science policy from the Robert Wood Johnson Foundation. Dr. McMurry-Heath also serves on the board of directors at publicly traded Bioventus. She received her Bachelor of Arts degree in biochemistry from Harvard University and her MD/PhD from Duke’s Medical Scientist Training Program, becoming the first African American to graduate from the prestigious program, and spent 12 years working at the research bench before taking policy and leadership roles in government and industry. Dr. McMurry-Heath provides the board with strategic leadership experience in working with industry advocacy groups and large biotechnology organizations, as well as collaborating with governmental research organizations and policy makers in an effort to broaden access to scientific progress. Her unique perspective and insight into our industry and the associated regulatory challenges will aid in informing the board’s decisions in this area going forward. ALEXIS P. MICHAS: Age 66; Principal Occupation: Managing Partner of Juniper Investment Company, LLC, an investment management firm based in New York. Director of Revvity since 2001. Non-Executive Chairman. Mr. Michas is the founder and has been Managing Partner of Juniper Investment Company, LLC since 2008. Juniper is also a Principal of Aetolian Investors, LLC, a registered commodity pool operator. Mr. Michas received a Bachelor of Arts degree from Harvard College and a Master of Business Administration degree from Harvard Business School. Mr. Michas is the Non-Executive Chairman of the board of BorgWarner Inc. and a board member of AstroNova, Inc., both of which are publicly traded. Mr. Michas is also a director of funds managed by Atlantic Investment Management, Inc., a privately held investment company, as well as a board member of privately held Theragenics Corporation. Mr. Michas also served as the Non-Executive Chairman of the board of Lincoln Educational Services Corporation until 2015, and as a director of Allied Motion Technologies, Inc. until July 2017. Mr. Michas was named Non-Executive Chairman of the board as of December 30, 2019. He brings to our board, and to the position of Non-Executive Chairman, many years of private equity experience across a wide range of industries, and a successful record of managing investments in public companies. Mr. Michas also brings extensive transactional expertise, including mergers and acquisitions, IPOs, debt and equity offerings, and bank financing. This expertise allows Mr. Michas to provide our board with valuable insight on trends in global debt and equity markets, and the impact of such trends on the capital structure of the Company. We also benefit from the corporate governance knowledge developed by Mr. Michas in his board roles with other public companies, including his service as a board chairman, a lead director, and a member of the compensation, governance, audit, finance and executive committees of such companies. Mr. Michas’ thorough knowledge of the Company and his current and past service on the boards of other public companies make him uniquely qualified to serve as our Non-Executive Chairman. PRAHLAD R. SINGH, PhD: Age 59; Principal Occupation: President and Chief Executive Officer of Revvity. Director of Revvity since 2019. Dr. Singh was elected President and Chief Executive Officer of Revvity effective December 30, 2019, and appointed to our board of directors in 2019. Previously, Dr. Singh was the President and Chief Operating Officer of the Company since January 2019. Dr. Singh joined Revvity as the President of our Diagnostics business in 2014. He was elected Senior Vice President in 2016 and Executive Vice President in 2018. Prior to joining Revvity, Dr. Singh was General Manager of GE Healthcare’s Women’s Health business from 2012 to 2014, with responsibility for its mammography and bone densitometry businesses. Before that, Dr. Singh held senior executive level roles in strategy, business development and mergers & acquisitions at both GE Healthcare and Philips Healthcare. Earlier in his career, he held leadership roles of increasing responsibility at DuPont Pharmaceuticals and subsequently at Bristol-Myers Squibb Medical Imaging, which included managing the Asia Pacific and Middle East region. Dr. Singh is a member of the board of directors of publicly traded Amphenol Corporation. He also currently serves on the board of directors of the Analytical, Life Sciences & Diagnostics Association (ALDA) and is a member of the Massachusetts General Hospital President’s Council. Dr. Singh holds a doctoral degree in chemistry from the University of Missouri-Columbia and a Master of Business Administration degree from Northeastern University. His research work has resulted in several issued patents and publications in peer-reviewed journals. Dr. Singh has more than twenty-five years of leadership experience with global innovators in healthcare technology. He has spent the past decade developing unique insights into our business and providing the leadership needed to enable our continued growth. Dr. Singh brings to our board a detailed understanding of our people and culture, the core technologies that we utilize, and the operational strategies available to us as we continue to expand the boundaries of human potential through science. SOPHIE V. VANDEBROEK, PhD: Age 62; Principal Occupation: Former Vice President, Emerging Technology Partnerships, IBM Corporation, a global technology company. Director of Revvity since February 2024.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
Dr. Vandebroek has served as founder and owner of Strategic Vision Ventures LLC, a technology consulting firm, since 2021. Previously, Dr. Vandebroek was the inaugural visiting scholar at the Massachusetts Institute of Technology School of Engineering for the 2019-2020 academic year; Vice President, Emerging Technology Partnerships for IBM from 2018 to 2019; and Chief Operating Officer - IBM Research from 2017 to 2018. Prior to joining IBM, she was an executive with Xerox Corporation, where her roles included serving as Chief Technology Officer and Corporate Vice President of Xerox Corporation, President of the Xerox Innovation Group, and Chief Engineer. She was also responsible for overseeing Xerox’s global research centers, including the Palo Alto Research Center, or PARC Inc. Dr. Vandebroek currently serves on the boards of IDEXX Laboratories, Inc. and Wolters Klumer N. V., both of which are publicly traded, as well as a privately held biotechnology company, and formerly served on the board of Analogic Corporation. In 2021, Dr. Vandebroek was appointed an honorary Professor at KU Leuven, Belgium. Dr. Vandebroek is the Chair of the Advisory Committee of the Flanders AI Research Program and a Fellow of the Institute of Electrical & Electronics Engineers. Dr. Vandebroek holds a bachelor’s degree and a master’s degree in electro-mechanical engineering from KU Leuven, Leuven, Belgium, and a doctoral degree in electrical engineering from Cornell University. Dr. Vandebroek provides our board, through her academic experiences, public company board service and prior executive roles at IBM and Xerox, with a depth of expertise and cutting-edge knowledge in sustainability, AI, technology, business processes and cybersecurity. Her experience in managing research and development portfolios for diverse and inclusive organizations on a global scale will provide the board with valuable insights on the Company’s innovation efforts. MICHEL VOUNATSOS: Age 62; Principal Occupation: Former Chief Executive Officer of Biogen Inc. Director of Revvity since 2020. Chair of the nominating and corporate governance committee and member of the audit committee. Mr. Vounatsos served as the Chief Executive Officer and a member of the board of directors of publicly traded Biogen Inc., a leading biotechnology company based in Cambridge, Massachusetts from 2017 to 2022 and as Executive Vice President, Chief Commercial Officer of Biogen from 2016 to 2017. Prior to joining Biogen in 2016, Mr. Vounatsos spent twenty years at Merck & Co., Inc., a pharmaceutical company, where he most recently served as President, Primary Care and Customer Centricity in the United States. During his time at Merck, Mr. Vounatsos helped transform its go-to-market model and further expanded its mature and emerging markets. Mr. Vounatsos previously held leadership positions across Europe and in China for Merck. Prior to that, Mr. Vounatsos held management positions at Ciba-Geigy, a pharmaceutical company. Mr. Vounatsos currently serves on the board of directors of publicly traded Zai Lab Ltd., and is also a member of the Supervisory Board of Liryc - the Electrophysiology and Heart Modeling Institute at the University of Bordeaux. Mr. Vounatsos received his Certificate of Clinical and Therapeutic Synthesis in Medicine from the Université Victor Segalen, Bordeaux II, France, and his Master of Business Administration degree from the HEC School of Management in Paris. Mr. Vounatsos brings to our board significant knowledge and broad-based experience with respect to the biotechnology, healthcare and pharmaceutical industries. Mr. Vounatsos provides our board with a unique academic perspective from his time studying both medicine and business. Mr. Vounatsos also brings valuable leadership skills gained as the chief executive officer of a Fortune 500 company. FRANK WITNEY, PhD: Age 70; Principal Occupation: Former Chief Executive Officer, Affymetrix, Inc., a leading provider of microarray technology; Director of Revvity since 2016. Member of the compensation and benefits and nominating and corporate governance committees. Dr. Witney most recently served as President and Chief Executive Officer of Affymetrix, Inc., which specialized in microarray technology and cellular analysis, from 2011 through March 2016 when it was acquired by Thermo Fisher Scientific Inc. Previously, Dr. Witney was President and Chief Executive Officer of Dionex Corp., a market-leading ion and high-performance liquid chromatography company. Prior to that, Dr. Witney first joined Affymetrix as Executive Vice President and Chief Commercial Officer when it acquired Panomics, Inc., a quantitative biology company, which Dr. Witney had led as President and Chief Executive Officer. He previously held the role of President of Revvity’s Drug Discovery Tools division following Revvity’s acquisition of Packard BioScience in 2001, where he served as President and Chief Operating Officer. Dr. Witney also held several positions at Bio-Rad Laboratories, leading that company’s efforts to enter the proteomic and bioassay technologies market. Dr. Witney was a post-doctoral fellow at the National Institutes of Health and holds a PhD in molecular and cell biology and a Master of Science degree in microbiology from Indiana University, as well as a Bachelor of Science degree in microbiology from the University of Illinois. Dr. Witney is a member of the board of directors of publicly traded Cerus Corporation, Standard BioTools, Inc. and Telesis Bio, Inc. (formerly known as Codex DNA), as well as several privately held companies, and is an Operating Partner at Ampersand Capital Partners. Dr. Witney brings to our board deep market knowledge and over 30 years of leadership experience across the life sciences and diagnostics industries, including as a chief executive officer and board member. Through this experience, he has developed expertise in several valued areas including strategic product development, business development and operational management. PASCALE WITZ: Age 57; Principal Occupation: Founder and President, PWH Advisors. Director of Revvity since 2017. Member of the audit and compensation and benefits committees. Ms. Witz has served as the President of PWH Advisors, a consultancy firm advising healthcare and investment companies, since founding the firm in 2016. Previously, Ms. Witz served as a Member of the Executive Committee for Sanofi, S. A., most recently as Executive Vice President, Global Diabetes & Cardiovascular, and previously as Executive Vice President, Global Pharma and Consumer Healthcare divisions. Before joining Sanofi, Ms. Witz served as President and Chief Executive Officer of GE’s pharmaceutical diagnostics, a $2 billion integrated pharmaceutical business that encompassed research and development through commercialization. Previously Ms. Witz served with GE Healthcare, where she held positions of increasing responsibility in Europe and the United States. Before joining GE Healthcare, Ms. Witz was previously employed with Becton Dickinson Pharmaceutical Systems. Ms. Witz currently serves on the boards of Fresenius Medical Care AG & Co. KGaA and Regulus Therapeutics, Inc., as well as several privately held companies, and formerly served on the boards of Horizon Therapeutics Plc, Savencia SA and Tesaro, Inc. Ms. Witz received her Master of Business Administration degree from INSEAD, Fontainebleau, France and her Master of Science degree in biochemistry from the Institut National des Sciences Appliquées, Lyon, France. She was also a doctoral student in molecular biology at the Centre National de la Recherche Scientifique, Strasbourg, France.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
Ms. Witz brings to our board three decades of experience in the global life sciences industry, both as an executive officer and as a board member at publicly traded companies. Her in-depth knowledge of many of the markets that the Company serves allows her to assist the Board with regard to both current operational decision making as well as longer-term resource utilization and strategic planning.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
| INFORMATION RELATING TO OUR BOARD OF DIRECTORS AND ITS COMMITTEES |
Anti-Hedging Policy
| DIRECTOR COMPENSATION |
2023 Director Compensation
2023 Director Compensation
2023 Director Compensation
| Name (1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | All Other Compensation ($)(5) | Total ($) | | Peter Barrett, PhD | $110,000 | $200,068 | | $310,068 | | Samuel R. Chapin | $115,000 | $200,068 | | $315,068 | | Sylvie Grégoire, PharmD | $90,000 | $200,068 | | $290,068 | | Michelle McMurry-Heath, MD, PhD | $90,000 | $200,068 | | $290,068 | | Alexis P. Michas | $180,000 | $280,082 | $5,000 | $465,082 | | Michel Vounatsos | $105,000 | $200,068 | | $305,068 | | Frank R. Witney, PhD | $90,000 | $200,068 | $5,000 | $295,068 | | Pascale Witz | $90,000 | $200,068 | | $290,068 |
2023 Director Compensation
| (1) Directors who are employees of Revvity receive no additional compensation for their services as directors. Dr. Prahlad R. Singh, who serves on our board, was compensated in his capacity as our Chief Executive Officer and did not receive any additional compensation for his service as a director in 2023. His compensation is reported in the Summary Compensation Table. |
2023 Director Compensation
| (2) Variations in cash retainer amounts paid to individual directors in 2023 reflect additional retainer amounts paid to our Non-Executive Chairman and directors holding committee Chair roles. Annual cash retainer values are paid quarterly in May, August, November and February. |
2023 Director Compensation
| (3) The grant date fair value of the annual RSU grant to our Non-Executive Chairman and to each non-employee director in 2023 was $121,973 and $90,014 respectively. The annual RSU grants will fully vest on the scheduled date for our next annual meeting of shareholders, subject to the director’s continued service through such date or, if earlier, upon the director’s death, disability or qualifying retirement, or the termination of the director’s service within 12 months following a change in control. The grant date fair value of the annual share grant to our Non-Executive Chairman and to each non-employee director in 2023 was $158,109 and $110,054 respectively, and these shares were not subject to restriction or vesting. The amounts reported in this column represent the aggregate grant date fair value of awards of RSUs and shares granted to each listed director in fiscal year 2023. For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 17 to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2023. |
2023 Director Compensation
| (4) Each of our non-employee directors held unvested restricted stock units as of December 31, 2023 as follows: Mr. Michas: 1,061; Drs. Barrett, Grégoire, McMurry-Heath and Witney: 783; Messrs. Chapin and Vounatsos: 783; and Ms. Witz: 783. None of our non-employee directors held stock options as of December 31, 2023. Our non-employee directors receive annual share grants which are not subject to restriction and therefore held no shares of restricted stock as of December 31, 2023. Revvity common stock held by each of our non-employee directors as of February 16, 2024 is reported under “Beneficial Ownership of Common Stock” below. |
2023 Director Compensation
| (5) Amounts in this column are related to matching charitable donations made on behalf of the director by the Revvity Foundation. |
2023 Director Compensation
New Director Compensation New non-employee directors who serve for only a portion of the board service year receive a cash retainer and annual equity grants prorated to reflect the period he or she is anticipated to serve on our board during that year. Business Travel Accident Insurance Non-employee directors are provided with $250,000 of death benefit coverage under Revvity’s business travel accident insurance policy which provides coverage while traveling on Revvity business. Revvity Foundation for Charitable Giving Non-employee directors are eligible for up to a $5,000 per year match of their donations to eligible charities. Director Stock Ownership Guidelines Within five years of election to our board, we expect each non-employee director to own Revvity stock with a fair market value equal to at least five times the annual cash retainer. For fiscal 2023, this value was $450,000 for all non-employee directors. As of February 16, 2024, all of our directors were in compliance with our stock ownership guidelines. See “Beneficial Ownership of Common Stock” below for the beneficial stock ownership of our directors. Changes to Director Compensation Our compensation and benefits committee reviews and makes recommendations to the nominating and corporate governance committee regarding director compensation and director compensation policies on a bi-annual basis. As part of these periodic reviews, the compensation and benefits committee obtains data and analyses from an independent compensation consultant with respect to director compensation programs at a number of companies identified by the compensation and benefits committee and the compensation consultant as industry peers. Our director compensation, including annual retainers and equity awards, is therefore subject to adjustment. No changes to director compensation were made for the 2023 board year. On October 26, 2023, our board approved changes to director compensation that will go into effect on April 23, 2024, the date of our 2024 annual meeting of shareholders. The fair market value of the annual equity retainer grants for each director was increased by $25,000 to $225,000 from the current retainer of $200,000. No changes were made to annual cash retainer amounts or to the fair market value of the annual equity retainer grant for the Non-Executive Chairman. Compensation for the Non-Executive Chairman and compensation for directors for board years 2022 and 2023 was determined based on a comprehensive analysis of non-employee director compensation at a group of companies identified by the compensation and benefits committee’s compensation consultant and the compensation and benefits committee as our peers (which was the same group of peer companies used by the committee in its evaluation of executive compensation for fiscal 2022). These recommendations were intended to align our board compensation with market practice, which enables us to continue to attract and retain highly qualified board members. Please refer to “Compensation Discussion and Analysis — Determining Executive Pay — External Market Practices” for more information about the peer group used in connection with determining 2023 compensation.
2023 Director Compensation
| BENEFICIAL OWNERSHIP OF COMMON STOCK |
2023 Director Compensation
The following table shows the number of shares of our common stock beneficially owned on February 16, 2024 by (1) each of the directors and nominees for director individually, (2) each of the executive officers named in the Summary Compensation Table below, (3) any person known to us to own beneficially more than five percent of our outstanding common stock and (4) all executive officers and directors as a group. The beneficial ownership set forth below includes any shares that the person has the right to acquire within 60 days after February 16, 2024 through the exercise or conversion of any stock option or other right.
2023 Director Compensation
| Name (1) | Stock (Aggregate Amount) | Stock-Based Holdings (2) | Acquirable Within 60 Days (3) | Total Shares Beneficially Owned (4) | Percent of Class | | BlackRock, Inc. (5) | 8,686,672 | — | — | 8,686,672 | 7.0% | | Capital Research Global Investors (6) | 7,678,658 | — | — | 7,678,658 | 6.2% | | Select Equity Group, L.P. (7) | 11,272,550 | — | — | 11,272,550 | 9.1% | | The Vanguard Group, Inc. (8) | 14,177,103 | — | — | 14,177,103 | 11.5% | | T. Rowe Price Investment Management, Inc. (9) | 15,643,020 | — | — | 15,643,020 | 12.7% | | Peter Barrett | 20,623 | 0 | 0 | 20,623 | * | | Samuel R. Chapin | 15,006 | 0 | 0 | 15,006 | * | | Joel S. Goldberg | 41,735 | 63,709 | 59,405 | 164,849 | * | | Sylvie Grégoire, PharmD | 19,699 | 0 | 0 | 19,699 | * | | Michael A. Klobuchar | 264 | 0 | 0 | 264 | * | | Maxwell Krakowiak | 3,207 | 0 | 13,859 | 17,066 | * | | Michelle McMurry-Heath, MD/PhD | 2,013 | 0 | 0 | 2,013 | * | | Alexis P. Michas | 45,126 | 18,788 | 0 | 63,914 | * | | Prahlad R. Singh, PhD | 103,414 | 25,088 | 168,416 | 296,918 | * | | Sophie V. Vandebroek | 264 | 0 | 0 | 264 | * | | Miriame Victor | 8,834 | 0 | 13,853 | 22,687 | * | | Tajinder Vohra | 15,981 | 0 | 36,874 | 52,855 | * | | Michel Vounatsos | 6,307 | 0 | 0 | 6,307 | * | | Frank Witney, PhD | 15,684 | 0 | 0 | 15,684 | * | | Pascale Witz | 8,315 | 0 | 0 | 8,315 | * | | All executive officers and directors of the Company as a group, 16 in number | 319,718 | 107,585 | 312,320 | 739,623 | * |
2023 Performance Highlights
A reconciliation of our GAAP results to the non-GAAP financial measure set forth above, adjusted earnings per share from continuing operations, can be found in Appendix A to this proxy statement. Compensation Outcomes. Short- and long-term incentive plan payments made to our named executive officers were aligned with our financial results in 2023 as follows: 2023 Global Incentive Compensation Program (Global ICP). Achievement against 2023 Global ICP corporate financial goals for fiscal 2023 was 17%. Fiscal year 2023 performance relative to our Global ICP goals is described further under “Short-Term Incentive Program” below. 2021 Long-Term Incentive Program (LTIP). The three-year performance period under our 2021 LTIP concluded in fiscal year 2023, resulting in the vesting and payment of performance restricted stock units, or PRSUs, granted in 2021. Adjusted revenue and adjusted earnings per share performance for the three-year period from 2021-2023 resulted in 137% achievement against 2021 LTIP financial goals. We define adjusted revenue as GAAP revenue, including purchase accounting adjustments for revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules. PRSU goals and payments under the 2021 LTIP are described further under “Long-Term Incentive Program” below. We believe sustained performance against the combination of revenue and profitability financial goals represented in our executive incentive plans, as well as continued execution against our strategic goals, will create value for our shareholders over the long term. Compensation Best Practices. We employ the following policies and practices that are designed to ensure our executive compensation programs are well-governed, reflect market-based best practices and do not promote inappropriate risk-taking. The committee regularly reviews our executive compensation programs to ensure they are designed to reflect market-based best practices, effectively support the achievement of our financial and strategic goals, and do not promote inappropriate risk-taking. Our compensation practices include the following:
2023 Performance Highlights
| ✔ What We Do | x What We Don’t Do | | Clawback policy on incentive plans and certain stock option gains | No hedging or pledging of company stock | | Meaningful stock ownership guidelines for our executives and directors | No excise tax gross-ups (new employment agreements entered into after July 2010) | | Regular review of executive compensation and benefit program | No option repricing without stockholder approval | | Independent Compensation and Benefits committee. Regular meetings in executive session without management | No unnecessary risk-taking in our compensation programs | | Retain independent third-party compensation consultant | No single trigger equity vesting upon change in control (new employment agreements entered into after February 2010) | | Annual shareholder advisory vote on executive compensation program | | | Significant portion of executive compensation tied to company performance | | | Annual compensation risk assessment process | | | Evaluation of executive compensation occurs annually against a competitive company peer group | |
Executive Compensation Philosophy and Core Principles: Overview
| • | provide market-competitive compensation to attract and retain executive talent with the capability to lead within a global company, |
Executive Compensation Philosophy and Core Principles: Overview
| • | use equity-based incentive plans to tie a significant portion of compensation to Revvity’s long-term results and align the executive’s financial interests with those of our shareholders, |
Executive Compensation Philosophy and Core Principles: Overview
| • | design executive incentive plans that do not promote inappropriate or excessive risk-taking, |
Determining Executive Pay
Determining Executive Pay Market Positioning. The committee’s policy is to manage total target compensation (and each element) to the median of the competitive market over time. Through the range of opportunities provided in our short- and long-term incentive programs (each discussed more fully below), actual payments may exceed the median when our performance exceeds Revvity’s targeted objectives and may fall below the median when performance is below target. An individual named executive officer’s total compensation (or an element) in any given year may be set above or below median, depending on experience, tenure, performance and internal equity. External Market Practices. The committee annually reviews market compensation levels to determine whether total compensation for our executives remains in the targeted pay range and adjusts when appropriate. This assessment includes evaluation of base salary, and short- and long-term incentive opportunities against a peer group of industry companies with whom we compete for executive talent and in other business matters, supplemented with industry-specific aggregated survey data for companies of comparable size to Revvity, as measured by annual revenues. In general, the committee gives primary consideration to the peer group information because the peer companies resemble us more closely than the survey participants in terms of size and industry. The committee assesses the data by reviewing compensation arrangements for positions with comparable complexity and scope of responsibility to the positions at Revvity. In addition, the committee assesses rewards such as health benefits, retirement programs and perquisites relative to the market. The committee considers external market data as a general indication of competitive market pay levels and does not maintain a policy that executive officer pay must conform to a specific level relative to the market data. Working with its compensation consultant, the committee reviews the peer group periodically to ensure that the peer companies selected remain appropriate for compensation and performance comparison purposes. Companies are selected based on industry and size, reflected by both revenue and market capitalization. The committee’s goal is to assemble a group of companies that represents our competitors for executive talent. For 2023, this analysis was conducted after the completion of the previously announced divestiture of our Applied, Food and Enterprise Services businesses to New Mountain Capital, a growth-oriented investment firm, in March 2023. The peer companies used by the committee for pay comparisons and for evaluating relative performance leading to approval of 2023 executive compensation are shown below and were the same as the peer companies used by the committee in its evaluation of 2022 executive compensation, except for the following changes to improve the comparability of the group to Revvity in terms of business focus and/or company size as measured by revenue and market cap:
Determining Executive Pay
The median revenue of the peer group at the time it was approved was $3,380 million and Revvity’s revenue was at the 35th percentile of the peer group at the time of the analysis. The median market cap of the peer group at the time it was approved was $14,330 million and Revvity was at the 55th percentile of the peer group at the time of the analysis.
Determining Executive Pay
| 2023 Peer Group | | | | | • Agilent Technologies, Inc. | • Bruker Corporation | • Hologic, Inc. | • The Cooper Companies, Inc. | | • Avantor, Inc. | • Catalent, Inc. | • Illumina, Inc. | • Thermo Fischer Scientific Inc. | | • Bio-Rad Laboratories, Inc. | • Danaher Corporation | • QIAGEN N.V. | • Waters Corporation | | • Bio-Techne Corporation | • Exact Sciences Corporation | • QuidelOrtho Corporation | |
Determining Executive Pay
Other Factors Influencing Compensation. When making compensation decisions, the committee takes many other factors into account, including the individual’s performance against individual goals (particularly over the past year), the individual’s expected future contributions to Revvity’s success, the financial and operational results of Revvity, the individual’s historical compensation and any retention concerns, and the Chief Executive Officer’s recommendations (in the case of named executive officers other than the Chief Executive Officer). In looking at historical compensation, the committee looks at the progression of salary increases over time, and also looks at the unvested and vested value of outstanding equity awards. The committee uses the same factors in evaluating the Chief Executive Officer’s performance and compensation that it uses for the other named executive officers. Pay Mix. In accordance with our pay-for-performance compensation philosophy and because the named executive officers are in a position to directly influence the overall performance of the Company, they have a significant portion of their target compensation at risk through short-and long-term incentive programs. Not including the cost of benefits, in 2023, our Chief Executive Officer had 89% of his target compensation at risk, and on average our other named executive officers had 78% of their target compensation at risk (that is, subject to either performance requirements and/or service requirements). Additionally, to align executive officer compensation with long-term corporate success, a significant percentage of the named executive officers’ target compensation opportunity is delivered in the form of long-term incentive compensation through our LTIP. In 2023, 75% of our Chief Executive Officer’s total target compensation opportunity and 63% of the other named executive officers’ total target compensation opportunity on average were delivered through long- term incentive compensation based on the fair market value on the date of grant. Half (50%) of the long-term incentive compensation granted to our named executive officers in fiscal 2023 will vest solely based upon the achievement of financial performance metrics. Also, to align the interests of executive officers with shareholders and to support an ownership culture, 100% of the named executive officers’, including the Chief Executive Officer’s, 2023 target long-term incentive compensation opportunity was provided using equity-based vehicles (stock options, restricted stock, and PRSUs).
Base Salary
Base Salary Base salaries for executive officers are determined based on the committee’s evaluation of the scope and impact of each executive’s position, as well as the skills, knowledge and experience they bring to their roles, relative to the competitive peer group referenced above. Generally, the committee refers to the median of the relevant competitive market for the position as part of the base salary evaluation, but any individual named executive officer may have a base salary above or below the median of the market. The committee evaluates external market data for each position and internal pay equity, as well. Working with Pearl Meyer, the committee reviewed the total target compensation package for each officer in order to determine and approve the target compensation package for each officer for 2023. The Pearl Meyer analysis presented to the committee in late 2022 that the committee used to evaluate total target compensation for 2023 reported that base salaries for our named executive officers in 2022 were generally competitive with market levels in aggregate. On an individual level, the base salaries paid to each of our named executive officers in 2022 were positioned, on average, at the 40th percentile for their respective job matches at the peer companies as previously identified in the “Determining Executive Pay — External Market Practices” section above. Compensation for each executive officer was also reviewed in light of internal equity, the scope and impact of the position to our Company, and the performance of each individual in their respective roles. Based on the factors described above, including performance and the analysis of market information presented by Pearl Meyer, the committee approved base salary increases to our named executive officers and the effective dates for such increases were as set forth in the table below. Mr. Krakowiak did not receive a base salary increase at the time of the base salary increases approved for our other named executive officers in April 2023 due to the significant increase he received upon his promotion to Senior Vice President and Chief Financial Officer in September 2022. Working with Pearl Meyer, the committee reviewed Mr. Krakowiak’s compensation relative to the competitive peer group in connection with his promotion and the base salary increase approved in connection with his promotion reflected the committee’s desire to improve Mr. Krakowiak’s competitive position relative to the median base salary of chief financial officers for the peer group.
Short-Term Incentive Program
Short-Term Incentive Program The Global ICP is our short-term incentive program and is a core component of our pay-for-performance executive compensation program. The program components include the award opportunity (expressed as a percentage of base salary), the performance measures (such as adjusted EPS) and their weightings, and the performance goals (such as a particular earnings target). Award opportunities The committee establishes the target award opportunity for each named executive officer based on competitive market analysis (target Global ICP opportunities are generally positioned within a reasonable range of the median of the competitive market), the desired emphasis on pay at risk (more pay at risk for more senior executives) and internal equity (comparably positioned executives should have comparable award opportunities). The committee approved a Global ICP target opportunity of 135% of base salary for Dr. Singh, increasing his target from 2022 to better align it with the 50th percentile for other Chief Executive Officer positions in the peer group. Positioning target Global ICP opportunities generally at the market median underscores the committee’s compensation strategy that compensation levels should approximate market median levels when performance meets target expectations, and that pay should exceed median levels only when performance exceeds Revvity’s targeted objectives. The 2023 target Global ICP award opportunity for each named executive officer was as follows:
Short-Term Incentive Program
| Named Executive Officer | Annual Global ICP Target Award Opportunity Expressed as % of Base Salary | | Prahlad R. Singh | 135% | | Maxwell Krakowiak | 75% | | Joel S. Goldberg | 75% | | Tajinder S. Vohra | 60% | | Miriame Victor | 65% |
Short-Term Incentive Program
Performance measures, weightings and goals The Global ICP performance period for our named executive officers comprises the full fiscal year. Awards are based on attainment of annual corporate financial performance and achievement of individual strategic performance objectives calculated as follows: At the committee meeting held in January 2023, the committee established the Global ICP financial and strategic performance goals for fiscal 2023. The performance goals were based on the fiscal 2023 operating plan, budget and strategic plan reviewed by our board, which included the anticipated divestiture of our Applied, Food and Enterprise Services businesses in March 2023 and continued decline in COVID sales. The performance metrics and weightings for the fiscal 2023 Global ICP were as follows:
Short-Term Incentive Program
| Global ICP Metric | Weighting | | Non-COVID Organic Revenue Growth | 40% | | Adjusted Earnings Per Share (EPS) | 40% | | Free Cash Flow Conversion | 20% |
Short-Term Incentive Program
The committee assigned a weighting of 40% to non-COVID organic revenue growth in reflection of our focus on growing our core businesses. The inclusion of adjusted EPS was designed to focus our leadership team on both growing revenue and operating a profitable business, which are critical to creating shareholder value. Free cash flow conversion was included as a measure as strong cash generation is a leading indicator of efficient operating performance. All of our named executive officers were assigned the same set of performance metrics reflecting their shared accountability for corporate results. Performance against goals may be adjusted for certain events including acquisitions, divestitures, currency exchange, and other non-recurring events during the performance period as approved by the committee. The definition of allowable adjustments is approved by the committee at the time the goals are set. In an effort to ensure the integrity of these goals and minimize the risk of unanticipated outcomes, each financial metric has a target goal with a performance range built around it, with a commensurate increase or decrease in the associated award opportunity. The range of performance goals and associated award opportunities under the program is expressed in the form of a “minimum”, “target” and “maximum”. If results fall below the minimum goal, the short-term incentive amount associated with that goal is not paid. If results exceed pre-established maximum goals, the cash award payout associated with financial performance is capped at the maximum award opportunity. The committee believes that a maximum cap reduces the likelihood of windfalls and makes the maximum cost of the plan predictable. For 2023, achievement of the “minimum” level of performance for each financial metric would result in achievement of 50% of the target award associated with that financial metric, and achievement of the “maximum” level of performance for each financial metric would result in achievement of 200% of the target award associated with that financial metric. Actual awards may exceed 200% based on the committee’s evaluation of individual performance. The range of performance goals for each financial metric is set primarily based on our annual operating plan and our business expectations for the year. External performance expectations are also considered. The goals for “minimum” level payments are set to reasonable performance levels and result in only partial bonus payment. “Target” awards reflect our business plan goals for the period. “Maximum” awards are paid based on aggressive goals which can be attained only when business results are exceptional. At the January 2023 meeting, the committee also reviewed our 2023 strategic goals, which included goals related to financial targets, business development, business transformation, integration priorities, operational imperatives, and people and culture, the achievement of which would also be considered in the determination of fiscal 2023 Global ICP bonuses paid to executive officers. 2023 Short-term incentive payments Performance against Global ICP goals. The 2023 Global ICP target goals, actual results and associated Global ICP achievement levels are shown below. Results were adjusted by allowable items as approved by the committee, including currency fluctuation from the time the goals were established and divestitures. Non-COVID organic revenue growth and adjusted EPS results did not meet the goals for minimum level payments and free cash flow results were between the minimum and target goals, resulting in overall achievement against the Global ICP goals of 17%.
2023 Global ICP Goals and Achievement
| Named Executive Officer | 2023 GICP Target Award | Corporate Performance | Calculated Award | Individual Performance | 2023 GICP Approved Award | 2023 Payout (% of Target) | | Prahlad R. Singh | $1,485,00 | 17% | $252,450 | 125% | $315,563 | 21% | | Maxwell Krakowiak | $375,000 | 17% | $63,750 | 175% | $111,563 | 30% | | Joel S. Goldberg | $412,500 | 17% | $70,125 | 175% | $122,719 | 30% | | Tajinder S. Vohra | $285,000 | 17% | $48,450 | 165% | $79,943 | 28% | | Miriame Victor | $299,000 | 17% | $50,830 | 165% | $83,870 | 28% |
Long-Term Incentive Program (LTIP)
Long-Term Incentive Program (LTIP) The committee uses long-term incentive awards to focus our executive officers on long-term performance and to align the executive officers’ financial interests with those of our shareholders. The committee grants LTIP awards to our executive officers annually, with each LTIP cycle spanning a three-year period. As a result, we have three active LTIP cycles during each fiscal year. LTIP targets: The committee utilized peer and survey data presented by Pearl Meyer in October 2022 as a reference point for setting target award opportunities for our named executive officers in 2023. The committee approved an LTIP target opportunity of 700% of base salary for Dr. Singh, maintaining his target from 2022 as it was aligned to 50th percentile for other Chief Executive Officer positions in the peer group. As of the end of fiscal 2022, LTIP opportunities for the non-CEO named executive officers ranged from 175% to 300% of base salary, which fell from less than the 25th to approximately the 50th percentile of LTIP target opportunities for comparable positions in the peer group. In all cases, 2023 target opportunity values were set at levels the committee believed would compensate the executives for future achievement of our long-term financial goals and stock price appreciation in a manner commensurate with the executives’ duties and contributions. Based on its review of the Pearl Meyer analysis, internal equity, and the scope and impact of their roles, the committee approved 2023 LTIP target opportunities as a multiple of base salary for our named executive officers as follows:
Long-Term Incentive Program (LTIP)
| Named Executive Officer | 2023 LTIP Target | | Prahlad R. Singh | 700% | | Maxwell Krakowiak | 325% | | Joel S. Goldberg | 350% | | Tajinder S. Vohra | 250% | | Miriame Victor | 250% |
Long-Term Incentive Program (LTIP)
LTIP Grant Components: The chart below summarizes the structure of our 2021, 2022 and 2023 LTIP grants, which were outstanding during fiscal year 2023.
Long-Term Incentive Program (LTIP)
| Plan Component | Allocation | Vesting | Description | | Stock Options | 25% | Time-based | Vest (1)/3rd annually on anniversary of grant date | | Restricted Stock | 25% | Time-based | Vest 100% on the third anniversary of grant date | | PRSUs | 50% | Performance-based | Vest at the end of the three-year LTIP cycle based on financial goal achievement |
Long-Term Incentive Program (LTIP)
For the named executive officers participating in LTIP in 2023, approximately one-quarter of the long-term incentive opportunity was provided in the form of non-qualified stock options, approximately one-quarter in restricted stock, and approximately half in PRSUs. The committee believes this approach to long-term incentive compensation builds upon its pay-for-performance philosophy and provides a balanced focus on stock price appreciation and the achievement of financial metrics that are drivers of long-term shareholder value creation. In structuring the LTIP program, the committee believes it is important to retain stock options as a significant element of the program to continue to capture the motivational benefits of rewarding executives for appreciation in our stock price over the course of multiple years. The restricted share element of LTIP also provides motivation and reward for stock price appreciation and supports retention through a three-year cliff vesting schedule. The PRSU portion of LTIP further aligns the long-term incentive program with important drivers of long-term shareholder value, as vesting is based on achievement of key financial performance goals during the three-year period. LTIP Performance Metrics: The committee has approved revenue and profitability performance metrics for the PRSU component of our LTIP that reflect our continued focus on long-term profitable growth. We believe sustained performance against revenue and profitability goals will create value for our shareholders over the long term. The revenue and profitability metrics approved for each LTIP are described in more detail, below. At the end of the three-year performance period, the Company must achieve aggressive financial goals previously approved by the committee, in order for PRSUs to vest. The committee assigns minimum, target and maximum goals for each performance factor. If the minimum goal is not met, no PRSU share delivery will be made for that performance factor. Performance goals for the PRSU component of our LTIP are set based on our extended business projections and long-term strategic plans. Evaluation of achievement against goals, and any resulting PRSUs granted, is conducted at the end of the three-year performance period. Goal measurement may be adjusted for certain events including acquisitions, divestitures, currency fluctuations, and other non-recurring events as approved by the committee. Our 2021 LTIP program did not have a relative TSR performance modifier, but based on investor feedback in 2021, the committee included a relative TSR performance modifier in the 2022 and 2023 LTIP program design. At the time of establishing our 2022 and 2023 LTIP, the committee approved custom peer groups of 34 and 33 companies, respectively, against which our TSR would be evaluated at the end of the three-year LTIP performance period. These peer groups included more companies than the peer groups used for the evaluation of our overall executive compensation program because they are used to measure performance over a three-year period, and companies will be removed from the custom peer groups if they are acquired during the applicable three-year performance period. Our 2022 and 2023 LTIP relative TSR peer groups included all of our executive compensation peer group companies at the time, plus additional companies found within the Life Sciences Tools & Services and Healthcare Equipment & Supplies sectors. Our 2023 relative TSR peer group is provided in the table below.
Long-Term Incentive Program (LTIP)
| 2023 LTIP Relative TSR Comparator Group (33 Companies) | | | | 10X Genomics, Inc. | Hologic, Inc. | QIAGEN N.V. | | Agilent Technologies, Inc. | Illumina, Inc. | Quest Diagnostics Incorporated | | Avantor, Inc. | IQVIA Holdings Inc. | QuidelOrtho Corporation | | Becton, Dickinson and Company | Laboratory Corporation of America Holdings | Repligen Corporation | | Bio-Rad Laboratories, Inc. | Medpace Holdings, Inc. | Roper Technologies, Inc. | | Bio-Techne Corporation | Meridian Biosciences | Tecan Group AG | | Bruker Corporation | Mettler-Toledo International Inc. | Teledyne Technologies Incorporated | | Charles River Laboratories International, Inc. | Myriad Genetics, Inc. | Teleflex Incorporated | | Danaher Corporation | NanoString Technologies | The Cooper Companies, Inc. | | Exact Sciences Corporation | Natera, Inc. | Thermo Fisher Scientific, Inc. | | Haemonetics Corporation | Neogen Corporation | Waters Corporation |
Long-Term Incentive Program (LTIP)
2021 LTIP Performance: In January 2021, the committee approved the 2021 LTIP. The committee approved performance targets for the PRSUs for the entire three-year performance period at grant. The PRSUs were to vest based on performance against three-year average total adjusted revenue (60% weighting) and earnings per share (40% weighting) goals. The committee determined these metrics and their associated weighting provided an appropriate balance between long-term top-line revenue growth and profitability. We do not disclose goals and targets for the LTIP program in the year of grant given that we do not provide long-term forecasts. As such, we disclose the LTIP goals and targets at the end of the applicable performance period. Performance against the financial goals set for the PRSUs granted under the 2021 LTIP was evaluated at the end of fiscal year 2023. Three-year average adjusted revenue of $2.92 billion exceeded the target goal of $2.6 billion and resulted in performance achievement of 190%. 2023 adjusted earnings per share of $4.96 was above the minimum goal of $4.85 and below the target goal of $5.65, resulting in performance achievement of 57%. The achievement percentages were weighted in accordance with the original metric weightings approved by the committee and resulted in achievement of 137% against the financial goals. Three-year average adjusted revenue and 2023 earnings per share were calculated on a constant currency basis and adjusted for divestitures as approved by the committee. The committee determined that the PRSU vesting was aligned with financial performance during the three-year 2021 LTIP performance period and approved vesting of the 2021 LTIP PRSUs at the 137% performance level that was achieved. The vested PRSUs were converted to shares and transferred to the named executive officers in early 2024.
2021 LTIP: PRSU Goals and Achievement
2021 LTIP: PRSU Goals and Achievement
2021 LTIP: PRSU Goals and Achievement
| | | Goals (Achievement %) | | | | | | Metric | Weighting | Minimum (50%) | Target (100%) | Maximum (200%) | Result | Achievement % | | Adjusted Revenue | 60% | $2.5 billion | $2.6 billion | $3.0 billion | $2.92 billion | 190% | | Earnings Per Share | 40% | $4.85 | $5.65 | $6.45 | $4.96 | 57% | | | | | | Overall Achievement: | | 137% |
2021 LTIP: PRSU Goals and Achievement
The achievement described above resulted in vesting of PRSUs under the 2021 LTIP as follows:
2021 LTIP: PRSU Vesting
2021 LTIP: PRSU Vesting
2021 LTIP: PRSU Vesting
| Named Executive Officer | Number of PRSUs Granted | Achievement | Number of PRSUs Vested | | Prahlad R. Singh | 19,005 | 137% | 26,037 | | Joel S. Goldberg | 4,594 | 137% | 6,294 | | Tajinder S. Vohra | 2,594 | 137% | 3,554 | | Miriame Victor | 1,758 | 137% | 2,408 |
2021 LTIP: PRSU Vesting
Mr. Krakowiak did not receive vesting of PRSUs under the 2021 LTIP as he did not receive an LTIP grant in 2021.
Our 2022-2024 LTIP Structure
Our 2022-2024 LTIP Structure The open 2022 and 2023 LTIP programs have the same plan components, weightings among stock options, restricted shares and PRSUs and vesting provisions as those shown above for our 2021 LTIP, with the exception of the performance measures applicable to the PRSUs. For our 2024 LTIP, restricted stock was replaced with restricted stock units that vest one-third annually on the anniversary of the grant date. Also for the 2024 LTIP, before the grant date, each executive officer, including our named executive officers, can choose to receive either (i) the standard allocation of 2024 LTIP grant value of approximately one-quarter of the long-term incentive opportunity in the form of non-qualified stock options, approximately one-quarter in restricted stock units, and approximately half in PRSUs or (ii), alternatively, to receive an allocation of 2024 LTIP grant value of approximately half of the long-term incentive opportunity in the form of non-qualified stock options, no restricted stock units, and approximately half in PRSUs. These changes for the 2024 LTIP program reflect the committee’s belief that introducing the element of choice maximizes the perceived value of our LTIP program. Achievement against PRSU targets is based on performance measures established for each LTIP grant against a set of three-year financial goals. The financial measures and weightings for each open LTIP grant in 2024 are as follows:
LTIP Goals (2022-2024)
LTIP Goals (2022-2024)
LTIP Goals (2022-2024)
| LTIP Grant Year | Measure (60% weighting) | Measure (40% weighting) | Relative TSR (modifier) | | 2022 | Adjusted revenue | Adjusted earnings per share (EPS) | Achievement against a relative TSR goal will be applied as an upward or downward modifier | | 2023 | Non-COVID organic growth | Adjusted operating margin expansion | Achievement against a relative TSR goal will be applied as an upward or downward modifier | | 2024 | Organic growth | Adjusted operating margin expansion | Achievement against a relative TSR goal will be applied as an upward or downward modifier |
LTIP Goals (2022-2024)
Based on investor feedback, the committee continued the approved inclusion of a relative TSR performance metric in the 2024 LTIP design. Specific goals and targets for each LTIP year will be disclosed at the end of the performance period as we do not provide long-term forecasts.
Benefits
Benefits In addition to base salary, and short- and long-term incentive awards, our executive officers also participate in certain employee benefit programs. These benefit programs are designed to be competitive with market practices and to attract and retain the executive talent we need. Retirement and Deferred Compensation Programs Qualified Officer Retirement Benefit In January 2021, the committee approved a qualified officer retirement benefit whereby equity awards subject to three-year cliff vesting, which included restricted stock and PRSUs, would accelerate on a proportional basis upon a qualified retirement from the Company. This benefit took effect with grants made under the 2021 LTIP program and applies to grants made under the 2022 and 2023 LTIP programs. In October 2023, following a review of peer and market practices, the committee approved modifications to this benefit whereby newly issued equity awards subject to three-year cliff vesting, which include the PRSUs granted as part of the 2024 LTIP program, would vest on a continued and proportional basis following a qualified retirement from the Company. Equity awards subject to annual three-year vesting, which include non-qualified stock options and restricted stock units granted as part of the 2024 LTIP program, would vest on a non-accelerated full basis following a qualified retirement from the Company. Qualified 401(k) Plan and 401(k) Excess Benefit All of our U.S. employees, including the named executive officers, are eligible to participate in our tax-qualified Section 401(k) plan which includes Company matching contributions. During 2023, Mr. Goldberg was eligible to receive a 401(k) Excess benefit. It is designed to provide only the benefit that the executive would have accrued under our tax-qualified plan if the IRS Code limits had not applied. It does not further enhance those benefits. In December 2010, the committee amended our 401(k) Excess benefit to cease elective deferrals for plan years beginning January 1, 2011. As such, none of our other named executive officers were eligible to receive a 401(k) Excess benefit in 2023 as they joined Revvity after elective deferrals ceased. The matching contributions for our 401(k) plan and contributions made under our 401(k) Excess benefit are included in the “All Other Compensation” column of the Summary Compensation Table and, in the case of the 401(k) Excess benefit, the Non-Qualified Deferred Compensation Plan Table (which also includes each eligible named executive officer’s account balance as of the end of fiscal year 2023). Deferred Compensation Plan In December 2010, due to low participation and high administrative costs, the committee amended our non-qualified deferred compensation plan to eliminate deferral elections from participants for plan years beginning January 1, 2011 or later. Prior to the amendment, a select group of highly compensated management employees was eligible to participate in the plan, including our named executive officers while employed by us and our directors who were serving on our board prior to the amendment. The 2008 Deferred Compensation Plan allowed participants to defer certain types of compensation and designate notional investments in a selection of mutual funds or Revvity stock. Company contributions of 401(k) Excess benefits will continue to be made to this plan for eligible participants. The plan does not provide for above-market returns. Although the deferred compensation plan was amended in 2022 to permit participation by certain legacy employees of BioLegend, the deferred compensation plan remains closed for legacy employees of the Company, including all named executive officers and directors except those named executive officers and directors providing service to the Company prior to the December 2010 amendment. For more information about the Deferred Compensation Plan, please refer to “Non-Qualified Deferred Compensation Plan” following the 2023 Non-Qualified Deferred Compensation Plan Table, below. Officer Programs We provide a limited number of personal benefit programs to eligible officers which we believe are competitive with overall market practices and which the committee has determined are appropriate to offer to attract and retain key executives. The committee periodically reviews external market data to determine the types and value levels of programs we should provide. The committee also determines eligibility for officer programs. All of our named executive officers are eligible for the Officer Matching Gift Program and the Executive Physical programs described below. Mr. Goldberg is eligible for the Executive Life and AD&D Insurance program, also described below.
Employment Agreements and Severance/Change in Control Arrangements
Employment Agreements and Severance/Change in Control Arrangements All of our named executive officers have employment agreements. The committee believes these agreements benefit Revvity by clarifying the terms of employment and ensuring that we are protected by non-compete, non-solicitation, and non-disclosure provisions. We also believe these agreements are necessary for us to attract and retain senior talent in a competitive market. Furthermore, the committee believes that change in control benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key talent will leave the organization before a transaction closes. These departures could reduce the value of the organization to a buyer or to the shareholders if a transaction fails to close. The arrangements provide severance benefits to our named executive officers in the event of an involuntary termination not for “cause”, or voluntary termination following a change in control where the executive has “good reason”, as these terms are defined in the agreements. The benefits under the agreements are generally larger if the termination is associated with a change in control. Our employment agreements with our named executive officers also provide for acceleration of vesting in certain situations, such as upon, or following, a change in control of Revvity. For Mr. Goldberg, who was hired prior to certain changes approved by the committee that are described below, a tax gross-up is provided, if necessary, to make him whole for certain excise taxes imposed under the Internal Revenue Code. In addition, effective upon a change in control, 100% of Mr. Goldberg’s stock options, restricted shares and PRSUs would vest. Following an evaluation of market practices, the committee determined on February 25, 2010 that future employment agreements issued to newly promoted or newly hired officers will provide 100% equity vesting upon termination following a change in control only if the officer’s employment is terminated within a specified period of time following the change in control. On July 30, 2010, the committee also determined that future employment agreements entered into with newly promoted or newly hired officers will not include a tax gross-up for excise taxes imposed under the Internal Revenue Code. Consistent with these decisions, the employment agreements issued to Dr. Singh, Messrs. Krakowiak and Vohra and Ms. Victor do not include a tax gross-up for excise taxes imposed under the Internal Revenue Code, and their equity will vest following a change in control only for a qualifying termination of employment within a specified period of time following the change in control. The committee periodically reviews the benefits provided under the agreements to ensure they serve Revvity’s interests in retaining key executives, are consistent with market practice, and are reasonable. Details of each named executive officer’s agreement, and the estimated payments that each named executive officer would receive under different termination circumstances, are set forth below in “Potential Payments upon Termination or Change in Control”.
Clawback Policies
Clawback Policies Our executive officer Global ICP includes a recoupment provision applicable to all plan awards paid to executive officers for performance periods beginning on or after December 30, 2013. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under United States federal securities laws, the committee will have the right to recover all or a portion of the excess paid to the executive officer over the award payment that would have been paid to the executive officer under the accounting restatement. The recoupment provision applies to awards paid to current and former executive officers within the three-year period preceding the date on which we file an accounting restatement with the Securities and Exchange Commission. The committee, in its sole discretion, will make the determination whether to recover all or a portion of any excess award payment. Effective October 2, 2023, the committee approved a new clawback policy and adopted revisions to the Global ICP plan recoupment provision in accordance with new rules promulgated by the U.S. Securities and Exchange Commission and the New York Stock Exchange. Officers, including our named executive officers, who are granted stock options under the LTIP, sign a Prohibited Activity Agreement. This agreement requires the officer to repay gains on stock options exercised within the last year of employment if the officer solicits, recruits or induces an employee or consultant of Revvity to end their employment with us, or engages directly or indirectly with a competing business (as defined in the agreement) within two years after the officer’s termination date.
Equity Award Granting Practices
Equity Award Granting Practices The following practices apply to all of our equity awards, including grants made under our LTIP. Our 2009 Incentive Plan was approved by shareholders at our 2009 annual meeting of shareholders and reapproved by shareholders at our 2014 annual meeting of shareholders. Our 2019 Incentive Plan was approved by shareholders at our 2019 annual meeting of shareholders. Our 2009 Incentive Plan was the sole plan under which we granted equity awards from the date of its approval by shareholders until the approval of our 2019 Incentive Plan. The 2019 Incentive Plan has been the sole plan under which we grant equity awards since the date of its approval by shareholders. These incentive plans provide for grants of stock options, restricted stock, stock appreciation rights, other stock unit awards, performance units, and cash performance awards. The plans give the committee the latitude to design cash and stock-based incentive programs that promote high performance and the achievement of corporate goals. Employees, including our named executive officers and non-employee directors, are eligible to receive awards under these plans. The committee evaluates annual equity grants to officers, including the named executive officers, at the first committee meeting of each year. The approved grants become effective and the option exercise price is set on the first day of the open trading window following the release of full-year earnings, which is the date of grant. Therefore, the annual grant takes place after the release of material information regarding our annual financial performance. Equity grants to new hires are generally granted on the 15th day of the month following the employee’s date of hire. We primarily grant RSUs to employees below the officer level who receive equity awards. Stock options are awarded to a limited number of employees below the officer level. The stock option exercise price is set at the average of the high and low prices on the date of grant. We believe this practice results in a grant price which more fairly represents the stock price over the course of the date of grant than the closing price on the date of grant, which could be arbitrarily high or low. Our board administers all equity grants within the authority established within Revvity’s shareholder-approved incentive plans and, as permitted under the plans, delegates authority to administer the plans to the committee. The committee establishes the terms and conditions of each award, including vesting and performance criteria, and the time period applicable to the award. The committee may delegate approval to grant equity awards to non-officers to our stock award grant committee of which Dr. Singh is the sole member. The stock award grant committee does not have the authority to issue equity grants to officers. At the end of fiscal year 2023, we had 5.2 million shares reserved for future equity grants. We had 1.5 million outstanding options and unvested shares, which represent 1.2% of our common shares outstanding. Our total dilution including shares reserved for future grants and outstanding options and unvested shares was 5.5%. In 2023, we granted 0.3 million shares (including shares granted under options and stock grants) or 0.25% of our common shares outstanding. The committee annually reviews the potential dilutive effect of equity award programs from both a share and economic perspective as compared to industry peers. For fiscal year 2022, share dilution for our peer companies was 1.5% at the 25th percentile, 1.8% at median, and 2.9% at the 75th percentile (shares outstanding plus shares available for future grant).
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the annual and long-term compensation for services to Revvity for the 2023 fiscal year of (1) individuals who held the role of Chief Executive Officer during 2023, (2) individuals who held the role of Chief Financial Officer during 2023, (3) the other three most highly compensated executive officers for 2023 who were serving as executive officers as of December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4)(5) | Option Awards ($)(3)(5) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | | Prahlad R. Singh Chief Executive Officer | 2023 | $1,086,539 | — | $5,775,022 | $1,921,023 | $315,563 | $32,477 | $9,130,624 | | | 2022 | $1,050,000 | — | $5,512,467 | $1,836,460 | $2,152,763 | $25,309 | $10,576,998 | | | 2021 | $1,002,885 | — | $4,134,370 | $1,378,134 | $3,117,188 | $28,429 | $9,661,006 | | Maxwell Krakowiak Senior Vice President and Chief Financial Officer | 2023 | $500,000 | — | $1,468,779 | $654,938 | $111,563 | $19,548 | $2,754,828 | | | 2022 | $365,124 | $50,000 | $324,899 | $324,955 | $383,210 | $16,250 | $1,464,439 | | Joel S. Goldberg Senior Vice President, Administration, General Counsel and Secretary | 2023 | $547,308 | — | $1,443,756 | $480,244 | $122,719 | $50,715 | $2,644,742 | | | 2022 | $538,115 | — | $1,214,971 | $404,768 | $703,688 | $44,015 | $2,905,558 | | | 2021 | $528,656 | — | $999,402 | $333,133 | $949,406 | $48,033 | $2,858,630 | | Tajinder S. Vohra Senior Vice President Global Operations | 2023 | $470,962 | — | $890,613 | $296,287 | $79,943 | $23,170 | $1,760,975 | | | 2022 | $451,923 | — | $689,905 | $229,892 | $452,695 | $22,623 | $1,847,038 | | | 2021 | $424,723 | — | $564,312 | $188,127 | $612,750 | $20,541 | $1,810,453 | | Miriame Victor Senior Vice President and Chief Commercial Officer | 2023 | $447,077 | — | $862,557 | $286,903 | $83,870 | $24,450 | $1,704,856 |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
| Name | Type (1) | Grant Date (2) | Date of Compensation Committee Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Closing Price on Date of Option Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Prahlad R. Singh | PRSU | 2/16/2023 | 1/26/2023(3) | | | | 11,418 | 28,544 | 68,506 | | | | | $3,850,015 | | | RS-T | 2/16/2023 | 1/26/2023(4) | | | | | | | 14,272 | | | | $1,925,007 | | | OPT | 2/16/2023 | 1/26/2023(5) | | | | | | | | 41,061 | $133.20 | $134.88 | $1,921,023 | | | GICP | N/A | (6) | $742,500 | $1,485,000 | $2,970,000 | | | | | | | | | | Maxwell Krakowiak | PRSU | 2/16/2023 | 1/26/2023(3) | | | | 2,410 | 6,024 | 14,458 | | | | | $812,517 | | | RS-T | 2/16/2023 | 1/26/2023(4) | | | | | | | 3,012 | | | | $406,259 | | | OPT | 2/16/2023 | 1/26/2023(5) | | | | | | | | 8,666 | $133.20 | $134.88 | $405,436 | | | OPT | 2/16/2023 | 1/26/2023(7) | | | | | | | | 5,333 | $133.20 | $134.88 | $249,502 | | | RSU | 2/16/2023 | 1/26/2023(7) | | | | | | | 1,865 | | | | $250,003 | | | GICP | N/A | (6) | $187,500 | $375,000 | $750,000 | | | | | | | | | | Joel S. Goldberg | PRSU | 2/16/2023 | 1/26/2023(3) | | | | 2,854 | 7,136 | 17,126 | | | | | $962,504 | | | RS-T | 2/16/2023 | 1/26/2023(4) | | | | | | | 3,568 | | | | $481,252 | | | OPT | 2/16/2023 | 1/26/2023(5) | | | | | | | | 10,265 | $133.20 | $134.88 | $480,244 | | | GICP | N/A | (6) | $206,250 | $412,500 | $825,000 | | | | | | | | | | Tajinder S. Vohra | PRSU | 2/16/2023 | 1/26/2023(3) | | | | 1,761 | 4,402 | 10,565 | | | | | $593,742 | | | RS-T | 2/16/2023 | 1/26/2023(4) | | | | | | | 2,201 | | | | $296,871 | | | OPT | 2/16/2023 | 1/26/2023(5) | | | | | | | | 6,333 | $133.20 | $134.88 | $296,287 | | | GICP | N/A | (6) | $142,500 | $285,000 | $570,000 | | | | | | | | | | Miriame Victor | PRSU | 2/16/2023 | 1/26/2023(3) | | | | 1,705 | 4,263 | 10,231 | | | | | $574,993 | | | RS-T | 2/16/2023 | 1/26/2023(4) | | | | | | | 2,132 | | | | $287,564 | | | OPT | 2/16/2023 | 1/26/2023(5) | | | | | | | | 6,133 | $133.20 | $134.88 | $286,903 | | | GICP | N/A | (6) | $149,500 | $299,000 | $598,000 | | | | | | | | |
2023 Grants of Plan-Based Awards
| (1) The awards shown in this table were granted under our 2019 Incentive Plan unless otherwise indicated below. The types of awards are as follows: |
2023 Grants of Plan-Based Awards
PRSU = Performance restricted stock units with performance-based vesting RSU = Restricted stock units with time-based vesting RS-T = Restricted stock with time-based vesting OPT = Stock options with time-based vesting GICP = Global ICP (short-term incentive bonus)
2023 Grants of Plan-Based Awards
| (2) On January 26, 2023, the compensation and benefits committee reviewed stock option, restricted stock and PRSU grants for Dr. Singh, Messrs. Krakowiak, Goldberg, and Vohra and Ms. Victor, and approved them with an effective grant date of the third business day following the release of our 2022 full-year earnings, which was February 16, 2023. Therefore, the date of grant was after the release of material information regarding our 2022 financial performance. |
2023 Grants of Plan-Based Awards
| (3) Eligible named executive officers received a grant of PRSUs in 2023 under our LTIP. These awards have a three-year performance period. The number of PRSUs to be granted to an LTIP participant is determined by dividing the award value associated with the PRSUs by the closing stock price on the date of grant. Please refer to the “Compensation Discussion and Analysis” for a description of the PRSU program, eligibility and payment criteria. The amounts shown under “Threshold” represent estimated payment of 50% of the PRSUs granted, with downward relative TSR performance modification of 20%, our estimate of the minimum amount payable if the threshold performance level is met for all performance measures. The amounts shown under “Target” represent estimated payment of 100% of the PRSUs granted. The amounts shown under “Maximum” represent estimated payment of 200% of the PRSUs granted, with upward relative TSR performance modification of 20%, our estimate of the maximum amount payable. For all listed officers, the stock price used for calculation of the grant date fair value of the PRSUs was $134.88, which was the closing stock price on the date the awards were granted. |
2023 Grants of Plan-Based Awards
| (4) Eligible named executive officers received a grant of restricted shares under our LTIP which vests 100% three years following the date of grant. The number of shares of restricted stock to be granted to an LTIP participant is determined by dividing the award value associated with restricted stock by the closing stock price on the date of grant. A description of the restricted stock portion of our LTIP is provided in the “Compensation Discussion and Analysis.” |
2023 Grants of Plan-Based Awards
| (5) Eligible named executive officers received a grant of stock options under our LTIP in 2023. Options were issued with an exercise price equal to the fair market value on the date of grant. The stock option exercise price is set at the average of the high and low price on the date of grant. The number of option shares to be granted to an LTIP participant is determined by dividing the award value associated with stock options by the Black-Scholes value of the option. The options granted under our 2023 LTIP vest in three equal annual installments and may be exercised for seven years from the date of grant. Please refer to the “Compensation Discussion and Analysis” section of this proxy statement for a description of 2023 stock option grants and our equity practices. |
2023 Grants of Plan-Based Awards
| (6) Dr. Singh, Messrs. Krakowiak, Goldberg, and Vohra and Ms. Victor participated in our Global ICP bonus program in 2023. On January 26, 2023, the compensation and benefits committee approved Global ICP financial goals for our 2023 fiscal year. The amounts shown under “Threshold” represent payment of 50% of the target ICP for the fiscal year performance period, our estimate of the minimum amount payable, assuming threshold level performance is achieved for all performance measures. The amounts shown under “Target” represent estimated payment of 100% of the target bonus for the performance period. The amounts shown under “Maximum” represent estimated payment of 200% of the target bonus for the performance period, our estimate of the maximum amount payable. The actual Global ICP payments for the 2023 performance period have been made. The total 2023 ICP payment to each named executive officer and a description of the Global ICP is provided in the “Compensation Discussion and Analysis” section of this proxy statement and is reflected in the Summary Compensation Table. |
2023 Grants of Plan-Based Awards
| (7) On January 26, 2023, the compensation and benefits committee approved additional equity grants for Mr. Krakowiak composed of stock options and restricted stock units with a grant date of February 16, 2023. The options were issued with an exercise price equal to the fair market value on the date of grant. The stock option exercise price was set at the average of the high and low price on the date of grant. The options vest in three equal annual installments and may be exercised for seven years from the date of grant. The restricted stock units vest on the third anniversary of the date of grant. The stock price used for calculation of the grant date fair value of the restricted stock units was $134.05, which is the Black-Scholes value based on the closing stock price on the date the restricted stock units were granted. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (14) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (14) | | Prahlad R. Singh | 0(1) | 41,061 | $133.200 | 2/16/2030 | | | | | | | 11,894(1) | 23,790 | $184.605 | 2/4/2029 | | | | | | | 26,313(1) | 13,157 | $144.330 | 2/5/2028 | | | | | | | 47,580(1) | 0 | $96.060 | 1/30/2027 | | | | | | | 25,525(1) | 0 | $92.090 | 2/5/2026 | | | | | | | 18,365(1) | 0 | $81.290 | 1/30/2025 | | | | | | | 15,443(1) | 0 | $52.650 | 2/7/2024 | | | | | | | 15,559(2) | 0 | $52.650 | 2/7/2024 | | | | | | | | | | | 14,272(4) | 1,560,072 | 28,544(11) | $3,120,145 | | | | | | | 10,044(5) | $1,097,910 | 20,087(12) | $2,195,710 | | | | | | | 9,502(6) | $1,038,664 | 19,005(13) | $2,077,437 | | Maxwell Krakowiak | 0(1) | 8,666 | $133.200 | 2/16/2030 | | | | | | | 0(1) | 5,333 | $133.200 | 2/16/2030 | | | | | | | 1,967(1) | 3,934 | $134.230 | 9/15/2029 | | | | | | | 515(1) | 1,032 | $175.390 | 3/4/2029 | | | | | | | 5,000(3) | 0 | $183.350 | 8/16/2028 | | | | | | | 797(1) | 399 | $123.430 | 3/5/2028 | | | | | | | | | | | 3,012(4) | $329,242 | 6,024(11) | $658,483 | | | | | | | 1,865(7) | $203,863 | | | | | | | | | 1,903(8) | $208,017 | | | | | | | | | 284(9) | $31,044 | | | | | | | | | 99(10) | $10,822 | | | | Joel S. Goldberg | 0(1) | 10,265 | $133.200 | 2/16/1930 | | | | | | | 2,621(1) | 5,244 | $184.605 | 2/4/2029 | | | | | | | 6,360(1) | 3,181 | $144.330 | 2/5/2028 | | | | | | | 13,313(1) | 0 | $96.060 | 1/30/2027 | | | | | | | 12,717(1) | 0 | $92.090 | 2/5/2026 | | | | | | | 15,170(1) | 0 | $81.290 | 1/30/2025 | | | | | | | 22,613(1) | 0 | $52.650 | 2/7/2024 | | | | | | | | | | | 3,568(4) | $390,018 | 7,136(11) | $780,036 | | | | | | | 2,214(5) | $242,012 | 4,427(12) | $483,915 | | | | | | | 2,297(6) | $251,085 | 4,594(13) | $502,170 | | Tajinder S. Vohra | 0(1) | 6,333 | $133.200 | 2/16/2030 | | | | | | | 1,489(1) | 2,978 | $184.605 | 2/4/2029 | | | | | | | 3,592(1) | 1,796 | $144.330 | 2/5/2028 | | | | | | | 7,231(1) | 0 | $96.060 | 1/30/2027 | | | | | | | 5,756(1) | 0 | $92.090 | 2/5/2026 | | | | | | | 5,492(1) | 0 | $81.290 | 1/30/2025 | | | | | | | 7,918(1) | 0 | $54.565 | 2/28/2024 | | | | | | | | | | | 2,201(4) | $240,591 | 4,402(11) | $481,183 | | | | | | | 1,257(5) | $137,403 | 2,514(12) | $274,805 | | | | | | | 1,297(6) | $141,775 | 2,594(13) | $283,550 | | Miriame Victor | 0(1) | 6,133 | $133.200 | 2/16/2030 | | | | | | | 1,166(1) | 2,334 | $184.605 | 2/4/2029 | | | | | | | 2,434(1) | 1,218 | $144.330 | 2/5/2028 | | | | | | | 3,962(1) | 0 | $82.720 | 3/6/2027 | | | | | | | 1,862(1) | 0 | $95.740 | 3/1/2026 | | | | | | | | | | | 2,132(4) | $233,049 | 4,263(11) | $465,989 | | | | | | | 985(5) | $107,670 | 1,970(12) | $215,341 | | | | | | | 879(6) | $96,083 | 1,758(13) | $192,167 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Vests at a rate of one-third annually on the anniversary of the date of grant over the first three years of the seven-year option term. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) Vests 100% on the third anniversary of the date of grant and has a seven-year option term. The date of grant was February 7, 2017. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Vests 100% on the second anniversary of the date of grant and has a seven-year option term. The date of grant was August 16, 2021. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) Time-based restricted stock grant that vests 100% on the third anniversary of the date of grant. The date of grant was February 16, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) Time-based restricted stock grant that vests 100% on the third anniversary of the date of grant. The date of grant was February 4, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) Time-based restricted stock grant that vests 100% on the third anniversary of the date of grant. The date of grant was February 5, 2021. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) Time-based restricted stock units that vests 100% on the third anniversary of the date of grant. The date of grant was February 16, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (8) Time-based restricted stock units that vests 100% on the third anniversary of the date of grant. The date of grant was September 15, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (9) Time-based restricted stock units that vests at a rate of one-third annually on February 15th. The date of grant was March 4, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (10) Time-based restricted stock units that vests at a rate of one-third annually on February 15th. The date of grant was March 5, 2021. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (11) Performance-based restricted stock unit (PRSU) grant that vests on the third anniversary of the date of grant based on the achievement of performance goals. The date of grant was February 16, 2023. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance restricted stock units reflect the target payout for this grant since the Company’s performance over the three-year performance period cannot be determined at this time. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (12) Performance-based restricted stock unit (PRSU) grant that vests on the third anniversary of the date of grant based on the achievement of performance goals. The date of grant was February 4, 2022. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance restricted stock units reflect the target payout for this grant since the Company’s performance over the three-year performance period cannot be determined at this time. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (13) Performance-based restricted stock unit (PRSU) grant that vests on the third anniversary of the date of grant based on the achievement of performance goals. The date of grant was February 5, 2021. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance restricted stock units reflect the target payout for this grant since the Company’s performance over the three-year performance period cannot be determined at this time. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (14) This column provides the value of unvested restricted shares and restricted stock units based on the closing price of our stock on December 29, 2023 (the last business day of our fiscal year 2023), which was $109.31. |
Option Exercises and Stock Vested in Fiscal Year 2023
Option Exercises and Stock Vested in Fiscal Year 2023
Option Exercises and Stock Vested in Fiscal Year 2023
| | Option Awards | | Stock Awards (1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Prahlad R. Singh | 0 | $0 | 54,440 | $7,543,206 | | Maxwell Krakowiak | 0 | $0 | 587 | $80,063 | | Joel S. Goldberg | 0 | $0 | 15,233 | $2,110,684 | | Tajinder S. Vohra | 0 | $0 | 8,273 | $1,146,307 | | Miriame Victor | 0 | $0 | 279 | $38,494 |
Option Exercises and Stock Vested in Fiscal Year 2023
| (1) Reflects restricted shares and restricted stock units which vested in fiscal year 2023. On January 30, 2023, restricted stock granted to Dr. Singh and Messrs. Goldberg and Vohra on January 30, 2020 under the 2019 LTIP vested. The shares vested 100% three years following the date of grant in the following amounts: Dr. Singh: 10,888; Mr. Goldberg: 3,047 and Mr. Vohra: 1,655. On January 30, 2023, performance-based restricted stock units granted to Dr. Singh and Messrs. Goldberg and Vohra on January 30, 2020 under the 2019 LTIP vested. The shares vested 100% three years following the date of grant in the following amounts: Dr. Singh: 43,552; Mr. Goldberg: 12,186; Mr. Vohra: 6,618. 4,942. On February 15, 2023, 286 restricted stock units granted to Mr. Krakowiak on March 6, 2020 vested. On February 15, 2023, 99 restricted stock units granted to Mr. Krakowiak on March 5, 2021 vested. On February 15, 2023, 142 restricted stock units granted to Mr. Krakowiak on March 4, 2022 vested. On February 15, 2023, 279 restricted stock units granted to Ms. Victor on March 6, 2020 vested. These shares vested in equal thirds over three years on the 15th of February. On March 16, 2023, 60 restricted stock units granted to Mr. Krakowiak on March 16, 2020 vested. These shares vested in equal thirds over three years on the anniversary of the grant date. |
Option Exercises and Stock Vested in Fiscal Year 2023
| (2) Based on the fair market value of the shares acquired, determined on the date of exercise, less the aggregate option exercise price. |
Option Exercises and Stock Vested in Fiscal Year 2023
| (3) Based on the fair market value of the shares on the date of vesting. |
2023 Non-Qualified Deferred Compensation
2023 Non-Qualified Deferred Compensation The following table presents 2023 Non-Qualified Deferred Compensation Plan contribution, withdrawal, and balance information for our named executive officers:
2023 Non-Qualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Joel S. Goldberg | — | $10,875 | $55,534 | — | $262,907 |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Under the employment agreements and equity award agreements we have with our named executive officers, each is entitled to certain compensation in the event of a change in control of Revvity or the termination of their employment. Different terms apply if the termination occurs after a change in control of Revvity (as defined in the agreements and as described below). The tables that follow reflect the amount of compensation due to our named executive officers in these different situations. The amounts shown assume that such termination or change in control event was effective as of December 31, 2023 and are only estimates of the amounts payable. The actual amounts to be paid out in any of the situations listed below can only be determined at the time of such executive’s separation from Revvity. Change in Control Dr. Singh and Messrs. Krakowiak, Goldberg, and Vohra and Ms. Victor are entitled to certain compensation if there is a change in control of Revvity. “Change in control” as defined in the agreements includes in general terms:
Potential Payments upon Termination or Change in Control
| • | a merger, consolidation or reorganization or sale of substantially all of the assets of Revvity, unless immediately after the transaction (a) all of the shareholders before the transaction hold at least 50% of the shares and combined voting power of the resulting entity and (b) no person or entity owns 20% or more of the outstanding shares entitled to vote of the new entity (except to the extent such ownership existed before the transaction); |
Potential Payments upon Termination or Change in Control
| • | an acquisition of shares of our common stock that results in a person or entity owning 20% or more of our outstanding common stock or combined voting power (excluding acquisitions by us and other limited exceptions); |
Potential Payments upon Termination or Change in Control
| • | the election of a majority of directors not nominated or elected by our board; and |
Potential Payments upon Termination or Change in Control
| • | the approval of our stockholders of a complete liquidation or dissolution of Revvity. |
Potential Payments upon Termination or Change in Control
The employment and award agreements of Dr. Singh and Messrs. Krakowiak, Goldberg and Vohra and Ms. Victor provide for the following in the event of a change in control of Revvity:
Potential Payments upon Termination or Change in Control
| • | continued employment of the executive in a management position for three years from the date of the change in control without (with limited exceptions) decreasing the executive’s |
Potential Payments upon Termination or Change in Control
| salary and benefits for that period, and the agreement of the executive not to resign, except for good reason (as defined in their agreement), during the year following the change in control; and |
Potential Payments upon Termination or Change in Control
| • | extension of the exercise period for all vested option awards until the later of (a) the third anniversary of the change in control or (b) the one-year anniversary of the termination of their employment (but not in any event beyond the original term of the option). |
Potential Payments upon Termination or Change in Control
Mr. Goldberg’s employment agreement, which was executed before we changed our practice in 2010, also provides for the full vesting of all outstanding restricted stock, option awards, or similar equity awards in the event of a change in control. Following an evaluation of market practices, the committee determined on February 25, 2010 that future employment agreements issued to newly promoted or newly hired officers will provide 100% equity vesting in association with a change in control only if the officer’s employment is terminated within a specified period of time following the change in control. Consistent with this decision, the employment agreements entered into between Revvity and Dr. Singh and Messrs. Krakowiak and Vohra and Ms. Victor provide 100% equity vesting only if their employment is terminated within a specified period of time following a change in control. Termination after a Change in Control If the executive’s employment is terminated within 36 months after a change in control other than for cause (as defined in the agreement), or by the executive for good reason (as defined in the agreement), the executive is entitled to receive:
Potential Payments upon Termination or Change in Control
| • | A lump sum payment on the date of termination equal to the sum of: |
Potential Payments upon Termination or Change in Control
| • | the executive’s unpaid base salary through the date of termination; |
Potential Payments upon Termination or Change in Control
| • | a pro rata portion of their prior year’s bonus; and |
Potential Payments upon Termination or Change in Control
| • | the executive’s full salary (as the term is described in their agreement, meaning generally the base salary plus previous year’s bonus) multiplied by three for Dr. Singh, and multiplied by two for Messrs. Krakowiak, Goldberg, and Vohra and Ms. Victor. Payments will be made in accordance with tax rules applicable to non-qualified deferred compensation as described in the agreements. |
Potential Payments upon Termination or Change in Control
| • | Continued participation in all employee benefit plans and arrangements for 24 months for Mr. Goldberg following the termination of employment on the same terms as in effect immediately prior to the termination of employment. Dr. Singh is entitled to receive a lump sum payment equivalent to 24 months of Company-paid premiums for certain health and welfare plans. Messrs. Krakowiak and Vohra and Ms. Victor are entitled to receive 12 months of Company-paid premiums for certain health and welfare plans. |
Potential Payments upon Termination or Change in Control
All payments listed above are determined without adjustments for excise tax that may be due under Section 280G of the Internal Revenue Code, which we refer to as Section 280G. Under his employment agreement, which was executed before we changed our practice in 2010, Mr. Goldberg is eligible to receive one or more “gross-up payments” (as defined in the agreement) from us to ensure that after we make these termination or change in control payments, the executive is in the same economic position as if the payment were not subject to an excise tax. The payments would be equal to the sum of (a) the excise tax on any “parachute payments” (as defined in Section 280G) and (b) the amount of additional tax imposed on or borne by the executive attributable to the receipt of the gross-up payment. We will pay for the expense of determining the amount of these payments. On July 30, 2010, the committee determined that future employment agreements issued to newly promoted or newly hired officers will not include gross-up payments for excise taxes due under Section 280G. Consistent with that decision, the employment agreements entered into between Revvity and Dr. Singh and Messrs. Krakowiak and Vohra and Ms. Victor do not provide payment of excise tax on any “parachute payments” (as defined in Section 280G). Our agreements with Dr. Singh and Messrs. Krakowiak and Vohra and Ms. Victor include a “best of” approach whereby the officer would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payments reduced to the safe harbor threshold. Termination without Cause If we terminate the employment of Dr. Singh without cause (as defined in his employment agreement) other than after a change in control, he is entitled to receive the compensation listed below for two years after the termination date. If we terminate the employment of any of Messrs. Krakowiak, Goldberg and Vohra and Ms. Victor without cause (as defined in these employment agreements) other than after a change in control, the executive is entitled to receive the compensation listed below, for one year after the termination date:
Potential Payments upon Termination or Change in Control
| • | full salary (as the term is described in the individual’s agreement, meaning generally base salary and an amount equal to the individual’s previous year’s bonus); |
Potential Payments upon Termination or Change in Control
| • | Mr. Goldberg is entitled to continued participation in all employee benefit plans and arrangements on the same terms as in effect immediately prior to the termination of employment; Dr. Singh is entitled to receive a lump sum payment equivalent to 24 months of company-paid premiums for certain health and welfare plans; and Messrs. Krakowiak and Vohra and Ms. Victor are entitled to receive a lump sum payment equivalent to 12 months of company-paid premiums for certain health and welfare plans; and |
Potential Payments upon Termination or Change in Control
Our agreements with our named executive officers provide that each execute a severance agreement and release before we begin severance payments. Any severance benefits paid pursuant to the signing of a release agreement would commence payment on the 60th day following termination of employment. Disability If any of Dr. Singh and Messrs. Krakowiak, Goldberg and Vohra or Ms. Victor is determined to be “disabled” (as defined in their employment agreement) for 180 continuous days, our board of directors may terminate their employment twelve months after providing written notice. In this situation, the executive is entitled to the following:
Potential Payments upon Termination or Change in Control
| • | During the first 180 days of continuous disability, payments equal to the difference between the executive’s salary and our short-term disability income plan; |
Potential Payments upon Termination or Change in Control
| • | During the twelve months after 180 days of continuous disability, payments equal to the difference between the executive’s salary and payments under our long-term disability plan. |
Potential Payments upon Termination or Change in Control
The executive’s employment will terminate and payments (other than those to which the executive may be entitled to receive under the long-term disability plan) will cease twelve months following the written notice of termination. In accordance with the terms of our stock option, restricted stock and PRSU agreements, 100% of the executive’s stock options, restricted stock and PRSUs will vest upon death or termination due to total disability. The executive, or their estate, will have until the earlier of the option expiration date, or one year following the date of termination, to exercise the options. If any of Dr. Singh and Messrs. Krakowiak, Goldberg and Vohra or Ms. Victor is (1) terminated for cause (as defined in their employment agreement), (2) submits a resignation that we accept or (3) dies, Revvity will pay their full salary through the date of termination, after which obligations for payment cease.
CEO Pay Ratio
CEO Pay Ratio Pursuant to applicable SEC rules, presented below is the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). In identifying our median employee, we calculated the annual base pay of each employee for the twelve-month period that ended on December 31, 2023. Base salary, including overtime pay, was calculated using internal payroll and records. We selected the median employee from a group of 11,483 full-time, part-time, temporary and seasonal workers who were employed as of October 2, 2023. We selected the business day closest to the beginning of the three-month period before the end of Revvity’s fiscal year to compile the required employee information. This number excludes all employees located in Brazil (119 employees), Italy (137 employees), Malaysia (5 employees), Mexico (79 employees), the Philippines (16 employees), Portugal (11 employees), South Africa (10 employees), South Korea (28 employees), Taiwan (74 employees), Thailand (16 employees), Turkey (56 employees) and Vietnam (1 employee). These 552 employees constituted 4.59% of our total employee population of 12,035 and therefore were excluded pursuant to the de minimis exemption provided under Item 402(u). We did not include independent contractors or leased workers in our employee population for purposes of making our determination. As disclosed in the Summary Compensation Table appearing on page 48, the 2023 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $9,130,624. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $50,600. Based on the foregoing, our estimate of the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2023 is 180 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies.
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below.
Pay Versus Performance
| Year | Summary Compensation Table Total for Prahlad R. Singh¹ ($) | Compensation Actually Paid to Prahlad R. Singh 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment Based On: 4 | | Net Income ($ Millions) | Adjusted Revenue 5 ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 9,130,624 | 3,649,837 | 2,216,350 | 1,319,296 | 113.62 | 136.29 | 693 | 2,751 | | 2022 | 10,576,998 | 1,806,595 | 2,074,392 | (698,239) | 145.42 | 141.02 | 579 | 3,313 | | 2021 | 9,661,006 | 22,364,293 | 2,401,828 | 5,469,748 | 208.13 | 183.38 | 943 | 3,830 | | 2020 | 9,017,969 | 17,608,514 | 2,945,673 | 5,888,871 | 148.27 | 132.40 | 728 | 2,664 |
Pay Versus Performance
| 1. | Prahlad R. Singh was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance
| 2020 | 2021 | 2022 | 2023 | | James M. Mock | James M. Mock | James M. Mock | Maxwell Krakowiak | | Joel S. Goldberg | Joel S. Goldberg | Joel S. Goldberg | Joel S. Goldberg | | Daniel R. Tereau | Daniel R. Tereau | Daniel R. Tereau | Tajinder S. Vohra | | Tajinder S. Vohra | Tajinder S. Vohra | Tajinder S. Vohra | Miriame Victor | | | | Maxwell Krakowiak | |
Pay Versus Performance
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance
| 3. | Compensation Actually Paid for 2023 reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
Pay Versus Performance
| Year | Summary Compensation Table Total for Prahlad R. Singh ($) | Exclusion of Stock Awards and Option Awards for Prahlad R. Singh ($) | Inclusion of Equity Values for Prahlad R. Singh ($) | Compensation Actually Paid to Prahlad R. Singh ($) | | 2023 | 9,130,624 | (7,696,045) | 2,215,258 | 3,649,837 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,216,350 | (1,596,019) | 698,965 | 1,319,296 |
Pay Versus Performance
70 Revvity • The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Prahlad R. Singh ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Prahlad R. Singh ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Prahlad R. Singh ($) | Total - Inclusion of Equity Values for Prahlad R. Singh ($) | | 2023 | 5,690,302 | (3,059,220) | (415,824) | 2,215,258 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,176,221 | (397,389) | (79,868) | 698,965 |
Pay Versus Performance
| 4. | The Peer Group TSR set forth in this table utilizes the S&P 500 Life Sciences Tools & Services Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 30, 2019, through the end of the listed year in the Company and in the S&P 500 Life Sciences Tools & Services Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
| 5. | We determined Adjusted Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. More information on Adjusted Revenue can be found in the “Determining Executive Pay” section of the Compensation Discussion and Analysis. |
Pay Versus Performance
Revvity • Description of Relationship Between PEO and NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years and the TSR of the S&P 500 Life Sciences Tools & Services Industry Index over the same period. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. 72 Revvity • Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other Non-PEO NEOs, and our Adjusted Revenue during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.
Pay Versus Performance
| Adjusted Revenue | | Adjusted EPS | | Non-COVID Organic Growith | | Free Cash Flow Conversion |
Pay Versus Performance
Revvity •
Pay Versus Performance
| PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Pay Versus Performance
On January 25, 2024, our audit committee selected the firm of Deloitte & Touche LLP to act as our independent registered public accounting firm and to audit the books of Revvity and its subsidiaries for the 2024 fiscal year, which ends on December 29, 2024. Deloitte & Touche LLP is currently performing these duties and has done so continuously since we retained their services on June 20, 2002. Although shareholder approval of the selection of Deloitte & Touche LLP is not required by law or NYSE rules, our audit committee believes it is advisable and has decided to give our shareholders the opportunity to ratify this selection. If this proposal is not approved by our shareholders at the meeting, our audit committee will reconsider its selection of Deloitte & Touche LLP. We expect representatives of Deloitte & Touche LLP to be in attendance at the virtual annual meeting of shareholders. The representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from shareholders.