DEF 14A of UL Solutions Inc., Apr 3, 2025

DEF 14A of UL Solutions Inc.

Filed Apr 3, 2025 · FY20240001193125-25-072341

Open on EDGAR

  1. Recommendation of Nominees by Stockholders

    Recommendation of Nominees by Stockholders Our Nominating Committee will evaluate director candidates recommended by stockholders in the same manner in which the Nominating Committee evaluates any other director candidate. All recommendations for nomination received by our Corporate Secretary that are made in accordance with the requirements in our Bylaws relating to director nominations will be considered.

  2. Recommendation of Nominees by Stockholders

    | | 2025 Proxy Statement | 5 |

  3. Recommendation of Nominees by Stockholders

    Election of Directors Francis J. Coyne, who has served as a member of our Board since 2012, will not be standing for election at the Annual Meeting in accordance with the director retirement policy contained in our Corporate Governance Guidelines. Lisa M. Lambert, who has served as a member of our Board since 2021, will also not be standing for election at the Annual Meeting. The Board would like to thank Mr. Coyne and Ms. Lambert for their years of dedicated service to the Company. In light of the impending departures of Mr. Coyne and Ms. Lambert, the Board has nominated Vikram U. Kini for election by our stockholders at the Annual Meeting and has resolved to decrease its size to 12 members, effective immediately before the election of directors at the Annual Meeting. Upon the recommendation of our Nominating Committee, the Board has nominated the 12 individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2026 or until their successors, if any, are elected or appointed. Our Charter and Bylaws provide for the annual election of directors. Each director nominee must be elected by a plurality of the votes cast (i.e., the twelve nominees receiving the highest number of affirmative votes will be elected). The Board has determined that each director nominee, other than Ms. Scanlon, if elected, would be an independent director, as further described below in “Corporate Governance—Director Independence.” All of the director nominees listed below have consented to being named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board, or alternatively, our Board may leave a vacancy on our Board or reduce the number of directors to be elected at the Annual Meeting. Our Charter and Bylaws do not provide for cumulative voting in the election of directors.

  4. Recommendation of Nominees by Stockholders

    | Name | Position | | Jennifer F. Scanlon | Director, President and Chief Executive Officer | | James M. Shannon | Director and Chair of the Board | | James P. Dollive | Director | | Marla C. Gottschalk | Director | | Friedrich Hecker | Director | | Charles W. Hooper | Director | | Kevin J. Kennedy | Director | | Vikram U. Kini | Director Nominee | | Sally Susman | Director | | Michael H. Thaman | Director | | Elisabeth Tørstad | Director | | George A. Williams | Director |

  5. Recommendation of Nominees by Stockholders

    Biographical information relating to each of the director nominees is set forth below under “Directors and Management” and incorporated by reference herein.

  6. Recommendation of Nominees by Stockholders

    | | The Board unanimously recommends a vote “FOR” the election of each of the director nominees named in this proxy statement. |

  7. Recommendation of Nominees by Stockholders

    | 6 | 2025 Proxy Statement | |

  8. Recommendation of Nominees by Stockholders

    Directors and Director Nominee Biographical Information The names of our directors and director nominee, certain biographical information about our directors and director nominee, and the experiences, qualifications or skills that the Nominating Committee considered when recommending the directors for nomination, are set forth below. Ages are as of March 26, 2025.

  9. Recommendation of Nominees by Stockholders

    | James M. Shannon | | | Chair of the Board Age: 72 Board Committees: • None | Biographical Information: Mr. Shannon has served as a member and chair of our Board since 2012, as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement, since 2009, and as a director of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), where he also currently serves as chair, since November 2021. Mr. Shannon was designated by UL Standards & Engagement as a member of our Board under the Stockholder Agreement. From 2017 to 2019, Mr. Shannon served as President, and from 2016 to 2021, as a member of the Executive Committee, of the International Electrotechnical Commission, a global nonprofit organization that publishes international standards for electrotechnology. From 2002 to 2014, he served as President and CEO of the National Fire Protection Association (“NFPA”), an international nonprofit organization dedicated to eliminating harm and loss due to fire, electrical and related hazards. Prior to joining the NFPA, Mr. Shannon was elected and served as Attorney General of the Commonwealth of Massachusetts from 1987 to 1991 and was elected to the U.S. House of Representatives in 1978, serving three terms in Congress, including as a member of the Ways and Means Committee. Mr. Shannon also served as a member of the board of trustees of the World Peace Foundation from 2000 to 2019. Mr. Shannon earned a B.A. in Political Science from Johns Hopkins University and a J.D. from George Washington University Law School. We believe Mr. Shannon is qualified to serve as a member of our Board because of his extensive experience in the standards industry and his understanding of the related regulatory framework. |

  10. Recommendation of Nominees by Stockholders

    | | 2025 Proxy Statement | 7 |

  11. Recommendation of Nominees by Stockholders

    | Francis J. Coyne | | | Director Age: 76 Board Committees: • Audit Committee • HCC Committee | Biographical Information: Mr. Coyne has served as a member of our Board since 2012. He previously served as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), from 2009 to 2017. Mr. Coyne has held various management positions at Verisk Analytics, Inc. (formerly Insurance Services Office, Inc.) (“Verisk”), a data analytics and risk assessment firm, including CEO from 2002 to 2013, President and CEO from 2000 to 2002 and President and Chief Operating Officer from 1999 to 2000. He also served as a member of Verisk’s (Nasdaq: VRSK) board of directors from 2002 to 2020, including as Chairman from 2002 to 2013, non-executive Chairman from 2013 to 2016 and the lead director from 2016 to 2019. In addition, Mr. Coyne has held executive positions with Kemper Insurance Companies, Lynn Insurance Group, Reliance Insurance Co. and PMA Insurance Co. Mr. Coyne is currently a member of the board of trustees of Saddle River Day School. Mr. Coyne earned a B.S. in Political Science from the University of Scranton and a J.D. from Duquesne University. We believe Mr. Coyne is qualified to serve as a member of our Board because of his significant experience as a public company executive and as an executive in industries adjacent to ours. | | James P. Dollive | | | Director Age: 73 Board Committees: • Finance Committee (Chair) • Nominating Committee | Biographical Information: Mr. Dollive has served as a member of our Board since 2012 and as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), since 2008. Mr. Dollive was designated by UL Standards & Engagement as a member of our Board under the Stockholder Agreement. From 2009 to 2015, Mr. Dollive served as Executive Vice President and CFO of The Schwan Food Company, a frozen food retailer. Mr. Dollive joined The Schwan Food Company from Kraft Foods Inc., where he worked for 30 years in various management positions, including as Chief Financial Officer from 1999 to 2008. Mr. Dollive earned a B.S. in Electrical Engineering from the New Jersey Institute of Technology, an M.S. in Engineering Systems from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe Mr. Dollive is qualified to serve as a member of our Board because of his experience as the chief financial officer of a public company and his deep understanding of finance and consumer products. |

  12. Recommendation of Nominees by Stockholders

    | 8 | 2025 Proxy Statement | |

  13. Recommendation of Nominees by Stockholders

    | Marla C. Gottschalk | | | Director Age: 64 Board Committees: • Nominating Committee (Chair) • HCC Committee | Biographical Information: Ms. Gottschalk has served as a member of our Board since 2012. She previously served as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), from 2009 to 2017. Ms. Gottschalk previously served as the CEO of The Pampered Chef, Ltd. (the “Pampered Chef”), a seller of kitchen and entertaining products, from 2006 to 2013 and as President of the Pampered Chef from 2003 to 2006. Ms. Gottschalk joined the Pampered Chef from Kraft Foods Inc. (“Kraft”), where she worked for 14 years in various management positions, including as Senior Vice President of Financial Planning and Investor Relations and an Executive Vice President and General Manager of the Post Cereal Division. Ms. Gottschalk has served as a member of the boards of directors of US Foods Holding Corp. (NYSE: USFD) since 2022, where she serves as Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee and Executive Committee, and Reynolds Consumer Products Inc. (Nasdaq: REYN) since 2020, where she serves as Chairperson of the Audit Committee, and previously served as a member of the board of directors of Big Lots, Inc. (NYSE: BIG) from 2015 to 2024 and as a member of the board of directors of Potbelly Corporation (Nasdaq: PBPB) from 2009 to 2022. Ms. Gottschalk earned a B.S. in Accounting from Indiana University and an M.M. in Finance from the Kellogg School of Management at Northwestern University. Ms. Gottschalk has also earned a certificate in Cyber Risk & Strategy through the Diligent Institute. We believe Ms. Gottschalk is qualified to serve as a member of our Board because of her extensive experience in operations and strategic management, her leadership experience as a chief executive officer and her significant experience serving on the boards of directors of other public companies. | | Friedrich Hecker | | | Director Age: 62 Board Committees: • Audit Committee • Finance Committee | Biographical Information: Mr. Hecker has served as a member of our Board since 2013. He previously served as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), from 2013 to 2017. Mr. Hecker previously served as CEO of ROSEN Swiss AG (the “ROSEN Group”), an energy sector supplier of specialized diagnostic technology and services, from 2012 to 2015. Mr. Hecker joined the ROSEN Group from TÜV Rheinland AG, a privately held global certification and testing service provider, where he served as CEO and Chief Operating Officer from 2009 to 2011. Prior to his time at TÜV Rheinland AG, Mr. Hecker served as an Executive Vice President and Chief Operating Officer of SGS SA, a multinational TIC company, from 2002 to 2009. Mr. Hecker also served as a Senior Advisor to Cobepa SA, a Belgian investment company, from 2016 to 2020 and is currently a member of the board of directors of the Opus Group AB (publ) since 2006 and Dermagnostix GmbH since May 2023 and Vice President of the Organization for International Economic Relations since 2015. Mr. Hecker earned a degree in Economics from Ludwig Maximilian University of Munich. We believe Mr. Hecker is qualified to serve as a member of our Board because of his extensive experience in the TIC industry. |

  14. Recommendation of Nominees by Stockholders

    | | 2025 Proxy Statement | 9 |

  15. Recommendation of Nominees by Stockholders

    | Charles W. Hooper | | | Director Age: 67 Board Committees: • Audit Committee • Finance Committee | Biographical Information: Retired Lieutenant General Charles Hooper has served as a member of our Board since June 2021. Lieutenant General Hooper has served as a Senior Counselor at the Cohen Group, a global business consulting services firm, since October 2020. From 1979 to 2020, Lieutenant General Hooper served in the United States Army. He currently serves as a member of the boards of directors of General Dynamics Corporation (NYSE: GD) since 2023, where he also serves on the Audit Committee and Nominating and Corporate Governance Committee, APA Corporation (Nasdaq: APA) since 2022, where he also serves as Chair of the Cybersecurity Committee and a member of the Management Development and Compensation Committee, Two Six Technologies since 2021 and the National Bureau of Asian Research since 2020. Lieutenant General Hooper earned a B.S. in Asian Studies from the United States Military Academy, an M.P.A. from Harvard University and an M.S. in Strategy from the Army War College. Lieutenant General Hooper has also completed the National Association of Corporate Directors Cyber-Risk Oversight Program, earning the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University, and the Harvard Business School “Leading With Finance” Course, earning a Certificate in Corporate Finance. We believe Lieutenant General Hooper is qualified to serve as a member of our Board because of his significant leadership experience and expertise in navigating complex international matters. | | Kevin J. Kennedy | | | Director Age: 69 Board Committees: • HCC Committee (Chair) • Audit Committee | Biographical Information: Dr. Kennedy has served as a member of our Board since February 2020. From March 2020 to December 2022, he served as CEO of Quanergy Systems, Inc. (“Quanergy”), a sensor technology start-up company. In December 2022, Quanergy filed a voluntary Chapter 11 restructuring plan with the U.S. Bankruptcy Court for the District of Delaware. Before serving as CEO of Quanergy, Dr. Kennedy served as Senior Managing Director of Blue Ridge Partners, a management consulting firm, from 2018 to 2020, and as President, CEO and a member of the board of directors of Avaya Holdings Corp. (“Avaya”) (NYSE: AVYA), a communication software and services company, from 2008 to 2017. In January 2017, Avaya filed a voluntary Chapter 11 restructuring plan with the U.S. Bankruptcy Court for the Southern District of New York. Prior to his time at Avaya, Dr. Kennedy served as CEO of JDS Uniphase Corporation, a provider of optical communication products, from 2003 to 2008. In January 2011, Dr. Kennedy was appointed to the President’s National Security Telecommunications Advisory Committee by President Barack Obama and, in 1987, Dr. Kennedy served as a Congressional Fellow to the U.S. House of Representatives Committee on Science, Space and Technology. Dr. Kennedy currently serves as a member of the boards of directors of KLA Corporation (Nasdaq: KLAC) since 2007, where he serves as Chair of the Audit Committee and a member of the Nominating and Governance Committee, and Digital Realty Trust, Inc. (NYSE: DLR) since 2013, where he serves as Chair of the Talent and Compensation Committee and a member of Nominating and Corporate Governance Committee. Dr. Kennedy earned a B.S. in Engineering from Lehigh University and an M.S., a M.Phil. and a Ph.D. from Rutgers University. Dr. Kennedy has also completed the National Association of Corporate Directors Cyber-Risk Oversight Program, earning the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University. We believe Dr. Kennedy is qualified to serve as a member of our Board because of his expertise in the technology industry, his experience leading public companies and his significant experience serving on public company boards of directors including oversight of spin-offs and extensive merger and acquisition activity. |

  16. Recommendation of Nominees by Stockholders

    | 10 | 2025 Proxy Statement | |

  17. Recommendation of Nominees by Stockholders

    | Vikram U. Kini | | | Director Nominee Age: 43 | Biographical Information: Mr. Kini is a director nominee and has not previously been elected by our stockholders. His candidacy was recommended by a third-party search firm. After performing further evaluation of Mr. Kini’s particular experience, qualifications, attributes, and skills, the Nominating Committee recommended his appointment to the Board. Mr. Kini has served as the Senior Vice President and Chief Financial Officer of Ingersoll Rand Inc. (NYSE: IR) (“Ingersoll Rand”), a global provider of mission-critical flow creation products and life science and industrial solutions, since June 2020. He joined Gardner Denver Holdings, Inc. (“Gardner Denver”), which merged with Ingersoll Rand’s Industrials business segment in 2020, as its Director of Financial Planning and Analysis in 2011, has served as Gardner Denver’s Vice President of Investor Relations since 2012, and has held other various finance leadership roles since 2012, including Vice President of Financial Planning and Analysis and Vice President of the Finance, Industrials segment. Prior to joining Gardner Denver, Mr. Kini served in various financial roles with General Electric Company (NYSE: GE), a multinational conglomerate, and SABIC, a multinational chemical manufacturing company. Mr. Kini earned a Business Administration from Boston University. We believe Mr. Kini is qualified to serve as a member of our Board because of his experience as the chief financial officer of a public company and his significant industrial and financial knowledge. | | Lisa M. Lambert | | | Director Age: 57 Board Committees: • HCC Committee • Nominating Committee | Biographical Information: Ms. Lambert has served as a member of our Board since June 2021. Ms. Lambert currently serves as Chief Investment Officer of Private Markets for The George Kaiser Family Foundation (“GKFF”). Before joining GKFF, Ms. Lambert served as Chief Technology and Innovation Officer at National Grid plc (“National Grid”), a multinational electricity and gas utility company, from January 2018 to July 2023. She was also Founder and President of National Grid Partners, National Grid’s venture capital and innovation arm. From 2016 to 2018, Ms. Lambert served as a Managing Partner at The Westly Group, a private cleantech venture capital firm. Before that, Ms. Lambert worked at Intel Corporation for 19 years, including serving as Vice President and Managing Director of the Software and Services Group of Intel Capital, Intel’s corporate investment and mergers and acquisitions arm. Ms. Lambert currently serves on the board of directors of Lucid Group, Inc. (Nasdaq: LCID) since June 2024, where she serves on the Audit Committee, and Vital Energy, Inc. (NYSE: VTLE) since August 2020, where she serves on the Compensation Committee and Nominating, Corporate Governance, Environmental and Social Committee, and is the Founder, CEO and Chair of the nonprofit organization UPWARD, Inc. She also served as a member of the board of directors of Cyolo LTD., an access security software company, from June 2022 to June 2023, Pathr.ai, a spatial intelligence technology company, from April 2021 to June 2023, Pixeom, an edge computing company acquired by Siemens, from December 2018 to November 2019 and the National Venture Capital Association from May 2016 to May 2020. Ms. Lambert earned a B.S. in Management Information Systems from Pennsylvania State University and an M.B.A. from Harvard Business School. We believe Ms. Lambert is qualified to serve as a member of our Board because of her significant corporate leadership experience and extensive technology and financial knowledge. |

  18. Recommendation of Nominees by Stockholders

    | | 2025 Proxy Statement | 11 |

  19. Recommendation of Nominees by Stockholders

    | Jennifer F. Scanlon | | | Director, President and Chief Executive Officer Age: 58 Board Committees: • None | Biographical Information: Ms. Scanlon has served as our President and CEO and as a member of our Board since September 2019. Prior to joining UL Solutions, Ms. Scanlon spent 16 years at USG Corporation (“USG”), a then publicly-traded manufacturer of building products, most recently as President and CEO from November 2016 to April 2019, where she was responsible for leading USG through a major international expansion, digital transformation and sustainable products evolution. Ms. Scanlon currently serves as chair of the board of directors of the Commercial Club of Chicago since 2020 and a member of the boards of directors of the Chicago Council on Global Affairs since 2012, the Federal Reserve Bank of Chicago since 2022 and the University of Notre Dame since 2020. Ms. Scanlon is also the Secretary Treasurer of the board of the US-China Business Council and Vice President of the Global Board for the TIC Council. She previously served as a member of the board of directors of USG (NYSE: USG) from September 2016 to April 2019 and Norfolk Southern Corporation (NYSE: NSC) from January 2018 to May 2024. Ms. Scanlon earned a B.A. in Government and International Relations and Computer Applications from the University of Notre Dame and an M.B.A. from the University of Chicago Booth School of Business. We believe Ms. Scanlon is qualified to serve as a member of our Board because of her demonstrated commitment to science and extensive experience as a corporate leader in industrial companies. | | Sally Susman | | | Director Age: 63 Board Committees: • HCC Committee • Nominating Committee | Biographical Information: Ms. Susman has served as a member of our Board since May 2022. She currently serves as the Executive Vice President and Chief Corporate Affairs Officer for Pfizer Inc. (“Pfizer”) (NYSE: PFE), a multinational pharmaceutical and biotechnology company, and, before that, she served as Pfizer’s Executive Vice President of Corporate Affairs (formerly Policy, External Affairs and Communications) from 2010 to 2018. Before joining Pfizer in 2007, Ms. Susman served as the Chief Communications Officer of the Estée Lauder Companies Inc. (NYSE: EL), a manufacturer and marketer of skincare, makeup, fragrance and hair care products, from 1999 to 2007. From 1990 to 1996, Ms. Susman served as Executive Vice President of Global Communications for the American Express Company (NYSE: AXP). Ms. Susman is currently a member of the board of directors of the International Rescue Committee, a global humanitarian aid, relief and development nonprofit organization since 2012, and is also a member of the Council on Foreign Relations. Previously, she served on the board of directors of WPP plc (NYSE: WPP), an advertising and marketing company based in the United Kingdom. She earned a B.A. in Government from Connecticut College. We believe Ms. Susman is qualified to serve as a member of our Board because of her significant leadership experience and expertise in communications and public affairs. |

  20. Recommendation of Nominees by Stockholders

    | 12 | 2025 Proxy Statement | |

  21. Recommendation of Nominees by Stockholders

    | Michael H. Thaman | | | Director Age: 61 Board Committees: • Audit Committee (Chair) • Finance Committee | Biographical Information: Mr. Thaman has served as a member of our Board since June 2021. Mr. Thaman served as CEO of UBQ Materials, a cleantech company focused on converting solid waste into sustainable raw material, from March 2020 to December 2020. Previously, Mr. Thaman served as CEO of Owens Corning Inc. (NYSE: OC) (“Owens Corning”), a developer, manufacturer and marketer of building products and industrial materials, from 2007 to 2020, as Chief Financial Officer from 2000 to 2007 and as a member and chair of Owens Corning’s board of directors from 2002 to 2020. Mr. Thaman currently serves as a member of the boards of directors of L’Air Liquide S.A. (OTC: AIQUY) since 2023, The Sherwin-Williams Company (NYSE: SHW) since 2017, where he serves on the Audit Committee, Kohler Co. and AeroSeal, Inc. Mr. Thaman earned a B.S. in Electrical Engineering and Computer Science from Princeton University. We believe he is qualified to serve as a member of our Board because of his significant experience as an executive at a large multinational public company. | | Elisabeth Tørstad | | | Director Age: 59 Board Committees: • Finance Committee • Nominating Committee | Biographical Information: Ms. Tørstad has served as a member of our Board since November 2023 and as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), since 2020, where she currently serves as chair of its governance and compensation committee. Ms. Tørstad was designated by UL Standards & Engagement as a member of our Board under the Stockholder Agreement. Ms. Tørstad previously served as CEO of Asplan Viak AS, a professional services firm in the architecture, property development and public infrastructure sectors, from 2019 to 2024. She joined Asplan Viak AS from the DNV Group, a classification society and consulting organization, where she served in various positions, including as CEO of DNV GL Digital Solutions from 2018 to 2019, CEO of DNV GL—Oil & Gas from 2014 to 2017, CEO of DNV Americas and Sub-Saharan Africa from 2010 to 2013 and Director of Operations of DNV Cleaner Energy and Utilities from 2006 to 2010. She currently serves as a member of the boards of directors of Henie Onstad Art Foundation since 2024, the Norwegian Geotechnical Institute and Torvald Klaveness since 2023 and Aker Solutions ASA (Nasdaq: AKRTF) since 2022, where she serves on the Renumeration Committee, and as the deputy chair of the governing board of Peace Research Institutes Oslo since 2019. Ms. Tørstad previously served on the boards of directors of Hexagon Composites ASA (Nasdaq: HXGCF), from 2017 to 2020, and Digital Norway, from 2017 to 2019. Ms. Tørstad earned a B.S. in Civil Engineering from the Oslo School of Engineering, subsidiary degrees in Business Administration from the Norwegian School of Management and Organizational Psychology from the University of Bergen and an M.S. in Structural Physics from the University of Oslo. We believe Ms. Tørstad is qualified to serve as a member of our Board because of her significant scientific and technical knowledge. |

  22. Recommendation of Nominees by Stockholders

    | | 2025 Proxy Statement | 13 |

  23. Recommendation of Nominees by Stockholders

    | George A. Williams | | | Director Age: 63 Board Committees: • HCC Committee • Nominating Committee | Biographical Information: Mr. Williams has served as a member of our Board since November 2023 and previously served as a member of our Board from 2012 to 2018. Since 2008, he has also served as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), where he currently serves as chair of the board of trustees. Mr. Williams was designated by UL Standards & Engagement as a member of our Board under the Stockholder Agreement. Mr. Williams currently serves as a consultant of PMI Energy Solutions, LLC (“PMI”), an electrical construction, maintenance and technical services contracting company, since December 2023, and served as President and CEO of PMI from March 2011 to November 2023. Before that, Mr. Williams served as Chief Operating Officer of El Paso Electric Company, a public utility company, Senior Vice President of Operations for Commonwealth Edison Company, an energy provider, and Site Vice President for Grand Gulf Nuclear Station, Entergy Nuclear South. He has also held various executive and senior operational positions with PPL Susquehanna, LLC, Progress Energy Inc. and PECO Energy Company. Mr. Williams currently serves on the boards of directors of Badger Infrastructure Solutions Ltd. (TSX:BDGI) since January 2025, where he serves on the Nominating & Governance Committee and Sustainability, Health & Safety Committee, and Capital Power Corporation (OTC: CPXWF) since May 2024, where he serves as a member of the People, Culture & Governance Committee and Health, Safety & Environment Committee. He also served as vice president of the board of directors of the Middle States Electrical Contractors Association from 2022 to 2024, on the boards of directors of PMI from 2011 to 2023, The Will Group from 2021 to 2023, the Illinois Black Chamber of Commerce from 2011 to 2022 and the Quad County Urban League from 2015 to 2019. Mr. Williams earned a B.S. in Electrical Engineering from Widener University and an M.B.A. from Saint Joseph’s University. We believe Mr. Williams is qualified to serve as a member of our Board because of his extensive experience in the energy and utility industries and his corporate leadership experience. |

  24. Recommendation of Nominees by Stockholders

    | 14 | 2025 Proxy Statement | |

  25. Recommendation of Nominees by Stockholders

    Executive Officer Biographical Information The names and certain biographical information about our executive officers are set forth below (other than Ms. Scanlon, whose information is set forth above under “— Directors and Director Nominee Biographical Information”). Ages are as of March 26, 2025.

  26. Recommendation of Nominees by Stockholders

    | | Jennifer F. Scanlon Director, President and Chief Executive Officer Age: 58 Biographical information for Jennifer F. Scanlon is included above with the director biographies under the caption “Directors and Director Nominee Biographical Information.” | | | Linda S. Chapin Executive Vice President and Chief Human Resources Officer Age: 66 Ms. Chapin has served as an Executive Vice President and our Chief Human Resources Officer since May 2020. Prior to joining UL Solutions, Ms. Chapin served as the Vice President of Human Resources at Johnson Controls International plc (“Johnson Controls”), a multi-industrial products manufacturer and service provider, from July 2011 to October 2018, where she was responsible for leading a global team of human resource professionals and developing the human resources integration program for the merger of Johnson Controls and Tyco International. Between her time at Johnson Controls and UL Solutions, Ms. Chapin worked as a freelance consultant. Ms. Chapin currently serves on the Chicago Executive Club Board of Advisors and the Chief Human Resources Officer Council II for The Conference Board. She earned a B.S.W. in Social Work from Southern Illinois University. | | | Alex G. Dadakis Executive Vice President, Chief Business Operations and Innovation Officer Age: 38 Mr. Dadakis has served as the Company’s Executive Vice President, Chief Business Operations and Innovation Officer since January 2025. Mr. Dadakis was most recently the Senior Vice President and Global Head of Strategy and Corporate Development at Germany-based Knauf Group, Gebr KG, a manufacturer of building materials and construction systems, from January 2023 to January 2025, where he was responsible for overseeing mergers and acquisitions, strategic planning and global strategy rollouts. Prior to the Knauf Group, Mr. Dadakis served in multiple roles at USG Corporation, a manufacturer of building materials, from January 2017 to January 2023, most recently as Senior Vice President and Chief Customer Experience and Strategy Officer from January 2021 to January 2023, where he was responsible for overseeing sales and customer service operations, as well as pricing strategy and implementation. Mr. Dadakis was an associate partner at management consulting firm Bain & Company before joining USG. Mr. Dadakis earned a B.A. in Economics from Wake Forest University and an M.B.A. from University of Chicago Booth School of Business. |

  27. Recommendation of Nominees by Stockholders

    | | 2025 Proxy Statement | 15 |

  28. Recommendation of Nominees by Stockholders

    | | John A. Genovesi Executive Vice President and President, Software and Advisory Age: 61 Mr. Genovesi has served as an Executive Vice President and our President of Software and Advisory since July 2022. Prior to joining UL Solutions, Mr. Genovesi served as Chief Operating Officer of Adapdix, an autonomous manufacturing software company, from May 2021 to July 2022, where he was responsible for running business operations and managing the company finances. Prior to Adapdix, Mr. Genovesi spent 32 years at Rockwell Automation (NYSE: ROK), an industrial automation and information software company, serving in a number of different positions from 1989 to 2021, most recently as Senior Vice President of Enterprise and Software, where he was responsible for scaling the company’s Industry 4.0 software portfolio globally. Mr. Genovesi currently serves on the board of directors of the Grenzebach Group. Mr. Genovesi earned a B.S. in Electrical Engineering from Youngstown State University and an M.B.A. from Case Western Reserve University. | | | Lynn H. Hancock Executive Vice President and Chief Transformation Officer Age: 59 Ms. Hancock has served as an Executive Vice President and our Chief Transformation Officer since December 2019. Prior to joining UL Solutions, Ms. Hancock spent 15 years at USG Corporation, most recently as Vice President of Advanced Manufacturing, where she was responsible for the design and execution of programming to improve effectiveness and efficiency, implementing new technologies and advancing the workforce. Ms. Hancock earned a B.S.E. in Electrical Engineering and Computer Science from Princeton University and an M.E.M. from Northwestern University. | | | Ryan D. Robinson Executive Vice President and Chief Financial Officer Age: 59 Mr. Robinson has served as an Executive Vice President and our Chief Financial Officer since May 2017. Prior to joining UL Solutions, Mr. Robinson served as the Chief Financial Officer and Chief Administrative Officer of Sears Hometown and Outlet Stores Inc., a consumer products retailer from 2014 to 2017. He also served as the Chief Financial Officer of Best Buy Co., Inc.’s (“Best Buy”) domestic segment from 2007 to 2012, and as Treasurer of Best Buy from 2002 to 2007, with responsibilities covering corporate development, treasury, tax and new business finance. Mr. Robinson currently serves on the boards of directors of a number of our subsidiaries. He earned a B.B.A. in Finance and Marketing from the University of Notre Dame and an M.M. from Northwestern University. |

  29. Recommendation of Nominees by Stockholders

    | 16 | 2025 Proxy Statement | |

  30. Recommendation of Nominees by Stockholders

    | | Gitte Schjøtz Executive Vice President and Chief Operations and Sustainability Officer Age: 54 Ms. Schjøtz joined UL Solutions in 1996 as part of UL Solutions’ first company acquisition, after having joined Demko A/S in 1993. Ms. Schjøtz has served as an Executive Vice President and our Chief Operations and Sustainability Officer (formerly Chief Science and Operations Officer and Chief Technical and Operations Officer) since January 2021, after having served in a number of different positions including as President of our Retail and Industry business segment from August 2018 to December 2020, President of our Software segment from 2017 to 2018, President of our EMEA, Latin America and Greater Asia regions from 2016 to 2017, President of our Europe, Middle East, Africa and Latin America regions from 2011 to 2016, Senior Vice President of Global Standards and Certification Program Office (CPO) from 2006 to 2014 and Vice President of International Certification (Global Market Access) from 2003 to 2006. Ms. Schjøtz currently serves as a member of the board of directors of OnRobot A/S, Amcham Denmark and a number of our subsidiaries. She earned a B.S. in Business Administration & Finance and an M.Sc. in Finance, Strategic Marketing and Corporate Strategy from the Copenhagen Business School. Ms. Schjøtz has also earned a certificate in Artificial Intelligence for Business Strategy from the MIT Sloan School of Management and Strategy. | | | Alberto Uggetti Executive Vice President and Chief Commercial Officer Age: 53 Mr. Uggetti has served as an Executive Vice President and our Chief Commercial Officer since July 2023, after having served in a number of different positions including as Senior Vice President of Global and Strategic Accounts from 2020 to 2023, Vice President and General Manager of Environment and Sustainability globally from 2019 to 2020, Vice President and General Manager of Global Environment from 2015 to 2019, Vice President and General Manager of Global Furniture from 2013 to 2015 and Vice President and General Manager of Lighting, Appliances, HVAC Industry globally from 2011 to 2013. Mr. Uggetti has earned certificates in Artificial Intelligence: Implication for Business Strategy from the MIT Sloan School of Management and Strategy, Execution and Implementation from the American Management Association and completed the UL Executive Leadership Program at Yale School of Management and the Global Leader Program at Northwestern University School of Continuing Studies. | | | Weifang Zhou Executive Vice President and President, Testing, Inspection and Certification Age: 60 Mr. Zhou joined UL Solutions in September 2009 and has served as an Executive Vice President and our President of Testing, Inspection and Certification since January 2021, after having served as President of various UL Solutions business units from 2015 to 2020, Senior Vice President and Chief Commercial Officer, Chief Strategy and Marketing Officer from 2012 to 2015 and Vice President of the Greater China region from 2009 to 2012. Prior to joining UL Solutions in 2009, Mr. Zhou spent 13 years at General Electric Company, including as CEO and President of GE Water and Process Technologies’ Greater China region from 2006 to 2009. Mr. Zhou earned a B.S. in Hydro Power from Hohai University and an M.B.A. from City University. |

  31. Recommendation of Nominees by Stockholders

    | | 2025 Proxy Statement | 17 |

  32. Recommendation of Nominees by Stockholders

    Board Leadership James M. Shannon is our Chair of the Board and has served in that role since 2012. Our Board has decided to maintain separate, independent, non-executive chair and CEO roles to allow our CEO to focus on the execution of our business strategy, growth and development, while allowing the independent, non-executive chair to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. In addition, we believe that having an independent chair creates an environment that is more conducive to the Board’s objective evaluation and oversight of management’s performance, increasing management accountability, and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders, including with respect to evaluating whether steps management is taking to manage risks are appropriate for the Company. Mr. Shannon’s responsibility is to ensure that our Board functions properly and to work with our CEO to set the Board’s agenda. Accordingly, he has substantial ability to shape the work of the Board. We expect him to facilitate communications among our directors and between the Board and senior management. While Mr. Shannon provides independent leadership, he also works closely with our CEO to ensure that our directors receive the information that they need to perform their responsibilities, including discussing and providing critical review of the matters that come before the Board and assessing management’s performance. While our Bylaws and Corporate Governance Guidelines do not require that our non-executive chair and CEO positions be separate, the Board believes that having separate positions is the appropriate leadership structure for the Company and enhances the Board’s ability to effectively carry out its roles and responsibilities on behalf of our stockholders at this time. Controlled Company Status We are a “controlled company” under the rules of the NYSE. The rules of the NYSE define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. As of March 26, 2025, UL Standards & Engagement beneficially owns approximately 95.7% of the voting power of our outstanding common stock. As a controlled company, we qualify for exemptions from certain corporate governance requirements under the NYSE rules. While we do not currently intend to take advantage of any of these exemptions, for so long as we remain a controlled company, we may at any time and from time to time utilize any or all of such exemptions. If we cease to be a controlled company and our Class A common stock continues to be listed on the NYSE, we will be required to comply with these requirements by the date our status as a controlled company changes or within specified transition periods applicable to certain provisions, as the case may be. Certain Rights of UL Standards & Engagement Our Charter provides that, from and after the Sunset Date (defined below), our Board will be comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our Charter and the Stockholder Agreement provide that UL Standards & Engagement is entitled to designate individuals as nominees for election to our Board as follows:

  33. Recommendation of Nominees by Stockholders

    | • | until the Sunset Date, four individuals; |

  34. Recommendation of Nominees by Stockholders

    | • | after the Sunset Date, if UL Standards & Engagement beneficially owns at least 20% of the voting power of our then-outstanding voting stock, two individuals; and |

  35. Recommendation of Nominees by Stockholders

    | • | after the Sunset Date, if UL Standards & Engagement beneficially owns at least 10% but less than 20% of the voting power of our then-outstanding voting stock, one individual. |

  36. Recommendation of Nominees by Stockholders

    | 18 | 2025 Proxy Statement | |

  37. Recommendation of Nominees by Stockholders

    As used herein, the “Sunset Date” means the earlier of 5:00 p.m. New York City time on (1) April 16, 2031 and (2) the date on which the number of outstanding shares of Class B common stock held by UL Standards & Engagement and certain permitted transferees represents less than 35% of the shares of Class B common stock that UL Standards & Engagement held immediately following the initial public offering. James M. Shannon, James P. Dollive, Elisabeth Tørstad and George A. Williams currently serve on our Board as designees of UL Standards & Engagement. So long as UL Standards & Engagement is entitled to designate at least one individual for nomination to our Board, UL Standards & Engagement will also be entitled to certain board observer rights, as described in the Stockholder Agreement. Our Charter and the Stockholder Agreement also provide that, so long as UL Standards & Engagement is entitled to designate at least two individuals for nomination to our Board, each of our committees will include at least one director designated by UL Standards & Engagement (subject to any applicable requirements under securities laws and stock exchange rules). Furthermore, if UL Standards & Engagement is entitled to designate only one individual for nomination to our Board, such individual may serve on up to two committees, each such committee to be at UL Standards & Engagement’s choosing. For additional information on the Stockholder Agreement, see “Certain Relationships and Related Party Transactions — Stockholder Agreement with UL Standards & Engagement” below. Board’s Role in Risk Oversight One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its four standing committees, the Audit Committee, the Human Capital and Compensation Committee (“HCC Committee”), the Nominating Committee and the Finance Committee, each of which addresses risks specific to its respective areas of oversight. In particular, as more fully described below, our Audit Committee has the responsibility to consider and discuss our major financial, accounting and operational risk exposures and to review and evaluate the Company’s policies and practices with respect to risk assessment and risk management. Further, our Audit Committee oversees our enterprise risk management process, which regularly identifies, assesses, and mitigates enterprise and emerging risks including cybersecurity and related risks. The Board receives semi-annual reports from management on our cybersecurity risks and our cyber risk management program. See “Item 1C. Cybersecurity” of our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our HCC Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk taking. Our Nominating Committee provides oversight with respect to governance, environmental and corporate responsibility-related risks and monitors the effectiveness of our Corporate Governance Guidelines and Standards of Business Conduct, including whether such policies are successful in preventing illegal or improper liability-creating conduct. Our Finance Committee provides oversight with respect to the plans, policies and significant actions relating to our capital structure and financial resources. Director Independence Our Corporate Governance Guidelines and the charters of our committees provide that a majority of the members of the Board, and each member of the Audit Committee, HCC Committee and Nominating Committee, must meet the criteria for independence set forth under applicable law and NYSE listing standards. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In addition to considering the NYSE independence criteria, the Board will consider all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director. The Board, following consultation with the Nominating Committee, has affirmatively determined that Mr. Shannon, Mr. Coyne, Mr. Dollive, Ms. Gottschalk, Mr. Hecker, Lieutenant General Hooper, Dr. Kennedy, Mr. Kini, Ms. Lambert, Ms. Susman, Mr. Thaman, Ms. Tørstad and Mr. Williams each qualify as an “independent director,” as defined under the rules of the NYSE.

  38. Recommendation of Nominees by Stockholders

    | | 2025 Proxy Statement | 19 |

  39. Recommendation of Nominees by Stockholders

    Board Meetings In 2024, our Board held 12 meetings. In addition to our Board meetings, our directors attend meetings of committees established by our Board. Each of our directors attended at least 75% of the meetings of our Board and the committees on which he or she served during 2024 that were held when he or she was a director. Our directors are encouraged to attend all annual and special meetings of our stockholders. In accordance with our Corporate Governance Guidelines and the listing standards of the NYSE, our independent, non-employee directors meet regularly in executive sessions of the Board without management present. Mr. Shannon, the Chair of the Board, presides over these executive sessions. Additionally, for so long as UL Standards & Engagement has the right to designate at least one person for election to the Board under the Stockholder Agreement, the directors that were not designated by UL Standards & Engagement will meet in executive session without management or directors designated for election by UL Standards & Engagement present. Ms. Gottschalk, the Chair of the Nominating Committee, presides over these executive sessions. Board Committees Our Board has four committees: the Audit Committee, the HCC Committee, the Nominating Committee and Finance Committee, each of which meets the NYSE independence standards and other governance requirements for such a committee. The principal functions of each committee are briefly described below. Additionally, our Board may from time to time establish other committees to facilitate the Board’s oversight of management of the business and affairs of our company. The charters of the Audit Committee, the HCC Committee, the Nominating Committee and the Finance Committee are available on our website at https://ir.ul.com/leadership-and-governance/governance-documents. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement.

  40. Recommendation of Nominees by Stockholders

    | | | | Board Committees | | | | | Name(1) | Director Since | Independent | Audit | HCC | Nominating | Finance | | Francis J. Coyne(2) | 2012 | | | | | | | James P. Dollive | 2012 | | | | | • | | Marla C. Gottschalk | 2012 | | | | • | | | Friedrich Hecker | 2013 | | | | | | | Charles W. Hooper | 2021 | | | | | | | Kevin J. Kennedy | 2020 | | | • | | | | Lisa M. Lambert(2) | 2021 | | | | | | | Jennifer F. Scanlon | 2019 | | | | | | | James M. Shannon | 2012 | | | | | | | Sally Susman | 2022 | | | | | | | Michael H. Thaman | 2021 | | • | | | | | Elisabeth Tørstad | 2023 | | | | | | | George A. Williams | 2023 | | | | | |

  41. Recommendation of Nominees by Stockholders

    • = Chair of Committee = Member of Committee

  42. Recommendation of Nominees by Stockholders

    | (1) Mr. Kini is not included in the table above, as he currently does not serve on the Board. Subject to his election by our stockholders at the Annual Meeting, Mr. Kini is expected to join the Audit Committee and the Finance Committee, effective following the Annual Meeting. |

  43. Recommendation of Nominees by Stockholders

    | (2) As discussed above, Mr. Coyne and Ms. Lambert will not stand for election at the Annual Meeting. |

  44. Recommendation of Nominees by Stockholders

    | 20 | 2025 Proxy Statement | |

  45. Recommendation of Nominees by Stockholders

    | Audit Committee | Committee Chair Michael H. Thaman | Committee Members Francis J. Coyne Friedrich Hecker Charles W. Hooper Kevin J. Kennedy | Meetings in 2024: 7 |

  46. Recommendation of Nominees by Stockholders

    The Audit Committee charter defines the Audit Committee’s principal functions, including oversight related to:

  47. Recommendation of Nominees by Stockholders

    | • | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; |

  48. Recommendation of Nominees by Stockholders

    | • | discussing with our independent registered public accounting firm their independence from management; |

  49. Recommendation of Nominees by Stockholders

    | • | approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |

  50. Recommendation of Nominees by Stockholders

    | • | discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC; |

  51. Recommendation of Nominees by Stockholders

    | • | overseeing our internal audit function; |

  52. Recommendation of Nominees by Stockholders

    | • | overseeing our compliance with legal and regulatory requirements; |

  53. Recommendation of Nominees by Stockholders

    | • | reviewing and evaluating our policies and practices with respect to risk assessment and risk management; |

  54. Recommendation of Nominees by Stockholders

    | • | reviewing related person transactions; |

  55. Recommendation of Nominees by Stockholders

    | • | reviewing and discussing management, our internal auditors, if applicable, and our independent registered public accounting firm the adequacy and effectiveness of our internal controls and our disclosure controls and procedures; |

  56. Recommendation of Nominees by Stockholders

    | • | setting clear hiring policies for employees or former employees of our independent registered public accounting firm; |

  57. Recommendation of Nominees by Stockholders

    | • | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; |

  58. Recommendation of Nominees by Stockholders

    | • | considering and reviewing with management, our independent registered public accounting firm, outside counsel, as appropriate, and any special counsel, separate accounting firm or other consultants and advisors as the Audit Committee deems appropriate, any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding our financial statements or accounting policies as well as any other legal matters that have been brought to the Audit Committee’s attention and that could have a significant impact on our financial statements; and |

  59. Recommendation of Nominees by Stockholders

    | • | reviewing and discussing with our Chief Legal Officer our compliance with U.S., state or other applicable law. |

  60. Recommendation of Nominees by Stockholders

    Our Audit Committee currently consists of Mr. Thaman, Mr. Coyne, Mr. Hecker, Lieutenant General Hooper and Dr. Kennedy, with Mr. Thaman serving as chair. Following the Annual Meeting, we expect our Audit Committee to consist of Mr. Thaman, Mr. Hecker, Lieutenant General Hooper, Mr. Kini and Dr. Kennedy, with Mr. Thaman serving as chair. Our Board has affirmatively determined that all directors serving on the Audit Committee and Mr. Kini meet the definition of “independent director” based on the standards of the NYSE, and satisfy the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, our Board has determined that each member of our Audit Committee and Mr. Kini meets the financial literacy requirements of the NYSE listing standards and that Mr. Thaman, Mr. Coyne, Dr. Kennedy and Mr. Kini each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

  61. Recommendation of Nominees by Stockholders

    | | 2025 Proxy Statement | 21 |

  62. Recommendation of Nominees by Stockholders

    | Human Capital and Compensation Committee | Committee Chair Kevin J. Kennedy | Committee Members Francis J. Coyne Marla C. Gottschalk Lisa M. Lambert Sally Susman George A. Williams | Meetings in 2024: 6 |

  63. Recommendation of Nominees by Stockholders

    The HCC Committee charter defines the HCC Committee’s principal functions, including oversight related to:

  64. Recommendation of Nominees by Stockholders

    | • | overseeing our human capital management programs and policies and the development, implementation and effectiveness of our policies and strategies regarding diversity, equity and inclusion; |

  65. Recommendation of Nominees by Stockholders

    | • | overseeing our non-employee director compensation program; |

  66. Key 2024 Executive Compensation Actions

    | • | Establishment of Annual Incentive Awards. Prior to the IPO, the HCC Committee established individual annual incentive opportunities for 2024 performance under our All Employee Incentive Plan (“AEIP”) as a percentage of base salary for each NEO, with the award opportunity for each NEO in whole or in part based on Company performance against the target adjusted operating income (“AOI”) metric as established for the fiscal year. In the case of Mr. Zhou and Ms. Schjøtz, 50% of the AEIP award opportunity was based on performance of our testing, inspection and certification (“TIC”) business (which is comprised of segment AOI for each of the Industrial and Consumer segments), and in the case of Mr. Genovesi, 50% of the AEIP award opportunity was based on performance of the software & advisory (“S&A”) business. |

  67. Key 2024 Executive Compensation Actions

    | • | Conversion of Outstanding Cash-Based Long-Term Incentive Awards to Stock-Settled Awards. In connection with the IPO, our board of directors approved amendments to the UL Solutions Inc. Long-Term Incentive Plan (the “Pre-IPO LTIP”), effective as of the IPO date, to authorize (i) the conversion of outstanding vested and unvested Cash Appreciations Rights (“CSARs”) to the same number of stock appreciation rights settleable in shares of our Class A common stock (“SARs”) and (ii) the settlement of outstanding Performance Cash awards in shares of our Class A common stock upon vesting, in each case, where administratively feasible. The HCC Committee approved amendments to certain of the underlying CSAR and Performance Cash award agreements to enable such conversions, subject to participant consent and entrance into lock-up agreements as determined by the HCC Committee. |

  68. Key 2024 Executive Compensation Actions

    | • | Roll-Out of Post-IPO Long-Term Incentive Award Program. Following the IPO, the HCC Committee approved an annual grant to our executive officers, including the NEOs, under the UL Solutions Inc. 2024 Long-Term Incentive Plan (the “2024 LTIP”), which was comprised of Performance Share Units (“PSUs”) earned based on three-year cumulative revenue and operating income performance (67% weighting) and Restricted Stock Units (“RSUs”) that vest ratably over a three-year period (33% weighting). |

  69. Key 2024 Executive Compensation Actions

    | • | One-Time Stock Option Grant. In connection with the IPO, the HCC Committee approved a special, one-time grant (the “IPO Growth Grant”) of nonqualified stock options (“NSOs”) to our executive team, including our NEOs, under the 2024 LTIP. The purpose of this grant was to incentivize and drive stockholder value creation after the IPO date and to engage key executives as stakeholders in a publicly traded company. |

  70. Key 2024 Executive Compensation Actions

    | • | Position our target total direct compensation—comprised of base salary, target annual incentive bonus opportunity and target long-term incentive opportunity—at a level at which we can successfully recruit and retain industry-leading talent critical to shaping and executing our business strategy and creating long-term value. |

  71. Key 2024 Executive Compensation Actions

    | • | Reinforce our pay-for-performance orientation through programs that link payouts to the achievement of annual and multi-year financial, strategic and equity value-based objectives. |

  72. Key 2024 Executive Compensation Actions

    | • | Align the interests of executives with those of stockholders, particularly with respect to key executives who are best positioned to drive long-term value creation. |

  73. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The HCC Committee has, in its sole discretion, retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to advise the HCC Committee with respect to establishing and maintaining competitive compensation programs, individual target compensation levels for the NEOs, incentive program design, aggregate long-term incentive grant practices and other executive compensation policies, practices and administration. FW Cook also provides guidance with respect to the design of our non-employee director compensation program, including cash retainer and long-term incentive grant levels. An FW Cook consultant attended all the regularly scheduled HCC Committee meetings in 2024, including, when invited, HCC Committee executive sessions. FW Cook does not provide any services to us other than the services provided to the HCC Committee.

  74. The Role of the Independent Compensation Consultant

    | | 2025 Proxy Statement | 35 |

  75. The Role of the Independent Compensation Consultant

    The HCC Committee has assessed the independence of FW Cook, specifically considering whether FW Cook has any relationships with us, our officers or our directors that would impair their independence. Based on this evaluation, the HCC Committee determined that no conflicts of interest exist that would otherwise prevent FW Cook from independently advising the HCC Committee. In accordance with the HCC Committee’s charter, the HCC Committee has the sole authority to determine the compensation for, and terminate the services of, the independent compensation consultant. Executive Compensation Best Practices The HCC Committee reviews the Company’s executive compensation program on an ongoing basis to evaluate whether the program supports the Company’s executive compensation philosophies and objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the HCC Committee believes reinforces our executive compensation objectives:

  76. The Role of the Independent Compensation Consultant

    | What We Do ✔ | | • Pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation. • Establish performance goals that are aligned with creation of long-term stockholder value. • Annually assess and benchmark executive compensation against a relevant peer group. • Retain an independent compensation consultant reporting directly to the HCC Committee, which provides no other services to the Company. • Provide for “double-trigger” equity award vesting in the event of a change in control. • Maintain and enforce robust stock ownership and retention guidelines. • Maintain a clawback policy that applies to all cash-based and equity incentive awards. | | What We Don’t Do ✘ | | • We do not allow repricing of underwater stock options or appreciation rights without stockholder approval. • We do not allow hedging or short sales of our securities. • We do not allow pledging of our securities. • We do not provide excessive perquisites to executive officers. • We do not provide tax gross-ups, including in the event that severance pay, benefits and equity award vesting following a termination in connection with a change in control would otherwise trigger excise tax liability under Code Section 4999. |

  77. The Role of the Independent Compensation Consultant

    | 36 | 2025 Proxy Statement | |

  78. The Role of the Independent Compensation Consultant

    Market Assessment Against Peer Group and Benchmarking In order to provide perspective on a market-competitive executive compensation program for a company in our industry and with comparable size, scale and scope of operations, the HCC Committee has established a benchmarking peer group of companies that is reviewed on an annual basis. The peer group is used for base salary and target annual and long-term incentive opportunity benchmarking for the NEOs and also provides the HCC Committee with an understanding of competitiveness and typical practice regarding incentive program design, aggregate equity grant practices and other executive compensation policies, and practices (e.g., stock ownership guidelines, benefits/perquisites, regular and change-in-control severance benefits, etc.). The HCC Committee uses this peer group data as one input into its decision-making process. The HCC Committee determines executive target pay levels using the comparative data from FW Cook annually with the view that all elements of target total direct compensation should be calibrated by reference to the 50th percentile, in aggregate, with significant upside potential for performance that exceeds target and lesser (or zero) payouts if performance is below target. However, an individual executive officer’s target compensation may deviate above or below median based on executive-specific factors, including tenure, proficiency in role, unique skill set, criticality of the role and other factors deemed relevant by the HCC Committee. FW Cook assists the HCC Committee with its annual review of the peer group and makes recommendations for changes to the composition of the peer group to ensure it remains optimal for benchmarking purposes and aligned with corporate governance best practices. The peer group approved by the HCC Committee in August 2023 informed the design of our executive compensation program for 2024, as established by the HCC Committee. The following changes were made to the peer group that informed 2024 target pay opportunities:

  79. The Role of the Independent Compensation Consultant

    | • | ManTech International Corporation (which was acquired in September 2022), BrightView Holdings, Inc. (which was deemed to be a weaker business fit and had a smaller market cap versus our estimated market cap) and Iron Mountain Incorporated (which was deemed to be a weaker business fit) were removed from the peer group; and |

  80. The Role of the Independent Compensation Consultant

    | • | CBIZ, Inc. (a financial technology services company), FTI Consulting (a business advisory services company) and TransUnion (a global consumer credit reporting agency) were added to the peer group. |

  81. The Role of the Independent Compensation Consultant

    The result of these changes was the following 17-company peer group of diversified business-to-business services companies. At the time the peer group was approved, our revenues and EBITDA approximated the peer median.

  82. The Role of the Independent Compensation Consultant

    | ADT Inc. (ADT) | ICF International, Inc. (ICFI) | | The Brinks Company (BCO) | Maximus Inc. (MMS) | | CBIZ, Inc. (CBZ) | Morningstar, Inc. (MORN) | | Clarivate PLC (CLVT) | Rollins Inc. (ROL) | | EPAM Systems, Inc. (EPAM) | Stericycle, Inc. (SRCL) | | FactSet Research Systems Inc. (FDS) | Tetra Tech, Inc. (TTEK) | | Fair Isaac Corporation (FICO) | TransUnion (TRU) | | FTI Consulting (FCN) | WEX Inc. (WEX) | | Gartner, Inc. (IT) | |

  83. The Role of the Independent Compensation Consultant

    In August 2024, the HCC Committee again reviewed the peer group to ensure that it remained appropriate to inform 2025 compensation planning. The HCC Committee determined that no changes to the group were necessary. Finally, due to limitations in peer group proxy data beyond the CEO and CFO roles, the peer group data from FW Cook was supplemented with national, general industry survey data that was scoped by each executive’s functional role and revenue responsibility. This additional data provided the HCC Committee with a secondary market reference point for the CEO and CFO roles and served as the primary reference point for all other NEOs. In reviewing target compensation levels against the survey data, the HCC Committee considered only the aggregated data provided by the surveys. The identity of the individual companies comprising the survey data was not disclosed to, or considered by, the HCC Committee in its evaluation process. The HCC Committee does not consider the identity of the companies comprising the survey data to be material for this purpose.

  84. The Role of the Independent Compensation Consultant

    | | 2025 Proxy Statement | 37 |

  85. The Role of the Independent Compensation Consultant

    Primary Components of 2024 Annual Executive Compensation Program The following chart shows the primary components of our executive compensation program for 2024. Additional detail on each of these components can be found in subsequent sections of the CD&A.

  86. The Role of the Independent Compensation Consultant

    | Program Component | Strategic Purpose | | Base Salary | • Fixed annual compensation that aligns with our objective of recruiting and retaining key talent • Set with reference to scope of responsibility, experience and the competitive market | | Annual Incentive Award Opportunity | • Performance-based variable cash compensation that aligns with our objective of rewarding achievement of short-term financial objectives | | Long-Term Incentive Award Opportunity | • PSUs earned over a three-year cumulative performance period (67% weighting), designed to promote our objectives of incentivizing our leaders to accomplish long-term financial, operational and strategic objectives, aligning our leaders’ interests with those of stockholders by providing ownership opportunity, and retaining our leadership talent • RSUs vest ratably over a three-year period (33% weighting), designed to align with our objective of driving sustainable increases in overall Company equity value in alignment with our stockholders by providing ownership opportunity, and retention of leadership talent | | Broad-Based Benefits | • Participation in the same health and welfare benefits as available to other employees | | Executive Benefits and Perquisites | • Limited perquisites and executive benefits that are market competitive and designed to attract and retain key talent | | Post-Employment Rights | • Market appropriate severance benefits in the event of an involuntary termination by us without cause or, if within 24 months after a change in control of the Company, a resignation for good reason |

  87. The Role of the Independent Compensation Consultant

    Target Pay Mix In order to emphasize our pay-for-performance philosophy, and in consideration of market competitive practices, the HCC Committee approved elements of compensation for our CEO and other NEOs during 2024 that reflect our executive compensation philosophy. The resulting 2024 pay mix was heavily weighted toward performance-based compensation payable on achievement of both short-term and longer-term objectives (i.e., AEIP and 2024 LTIP opportunities) versus fixed compensation (base salary) components.

  88. The Role of the Independent Compensation Consultant

    | 38 | 2025 Proxy Statement | |

  89. The Role of the Independent Compensation Consultant

    In addition to the foregoing components of our post-IPO executive compensation program, in connection with the IPO, the HCC Committee approved a special, one-time grant of equity awards in the form of NSOs, as described more fully in the “IPO Growth Grant” subsection of the CD&A and reported in the subsequent tabular disclosure. Base Salary for 2024 Each NEO’s base salary was initially established before 2024, pursuant to his or her respective employment agreement or offer letter. Each NEO’s base salary for 2024 was established by the HCC Committee as part of an annual review of executive officer base salaries. In reviewing the base salary levels for 2024, the HCC Committee considered the comparative market data and recommendations provided by FW Cook, the Company-wide merit increase budget and, with respect to NEOs other than the CEO, the CEO’s recommendations based on various factors such as tenure, performance in role and other factors deemed relevant. Based on this review, the HCC Committee adjusted the NEOs’ base salaries effective April 1, 2024, as follows:

  90. The Role of the Independent Compensation Consultant

    | Named Executive Officer | 2023 Base Salary | | 2024 Base Salary | | Percentage Increase | | Jennifer F. Scanlon | | 1,000,000 | | 1,050,000 | 5.0% | | Ryan D. Robinson | | 610,000 | | 650,000 | 6.6% | | Weifang Zhou | | 610,000 | | 630,000 | 3.3% | | Gitte Schjøtz(1) | DKK | 3,375,492 | DKK | 3,563,000 | 5.6% | | John A. Genovesi | | 450,000 | | 480,000 | 6.7% |

  91. The Role of the Independent Compensation Consultant

    | (1) Ms. Schjøtz’s base salary is paid in Danish krone, as described in footnote 1 to the Summary Compensation Table below. |

  92. The Role of the Independent Compensation Consultant

    2024 AEIP Awards The majority of our employees, including our NEOs, participate in the AEIP. In 2024, the HCC Committee established individual AEIP target awards as a percentage of base salary for each NEO, taking into account comparative market data. The AEIP is designed to reinforce our approach to profitable growth through achievement of key results. For our NEOs, the AEIP award opportunity is comprised of the following:

  93. The Role of the Independent Compensation Consultant

    | • | For Ms. Scanlon and Mr. Robinson, 100% of the AEIP award opportunity was based on Company performance against the target adjusted operating income AOI metric for the fiscal year. |

  94. The Role of the Independent Compensation Consultant

    | • | For Mr. Zhou and Ms. Schjøtz, 50% of the AEIP award opportunity was based on performance against the Company-wide target AOI metric and 50% was based on performance against the TIC business target AOI metric. The target TIC business AOI was determined by combining the AOI targets of the Industrial and Consumer segments. |

  95. The Role of the Independent Compensation Consultant

    | • | For Mr. Genovesi, 50% of the AEIP award opportunity was based on performance against the Company-wide target AOI metric and 50% was based on performance against the S&A business target AOI metric. |

  96. The Role of the Independent Compensation Consultant

    | • | The HCC Committee has authority and discretion to adjust payouts based on individual employee performance against pre-established objectives. |

  97. The Role of the Independent Compensation Consultant

    Based on relative achievement of the fiscal year metrics and pool funding, individual awards may range from 0% to 200% of target award. The AOI metric is a non-GAAP measure intended to recognize the profit earned from the normal business operations of us and our subsidiaries and excludes income and expenses generated from non-operating items in each case as determined by the HCC Committee in its sole discretion. The HCC Committee’s determination of AOI may, but is not required to, be made based on the consolidated audited financial statements for the applicable fiscal year. For 2024, AOI was based on consolidated operating income, as stated in our audited financial statements for the 2024 fiscal year. To arrive at AOI, operating income was adjusted to reflect add-backs or deductions for (i) foreign exchange impacts,

  98. The Role of the Independent Compensation Consultant

    | | 2025 Proxy Statement | 39 |

  99. The Role of the Independent Compensation Consultant

    (ii) costs related to, and operating results of, acquisitions of TesTneT Engineering GmbH and Batterielngenieure GmbH and certain unconsummated transactions, as well as variances to the annual budget as a result of the divestiture of our payments testing business, (iii) cost variances to budget directly related to the IPO and a September 2024 follow-on offering, (iv) changes in the fair value of CSAR awards attributable to factors other than operational performance (e.g., discount rate and market multiples of comparable companies) through the date of consummation of the IPO and (v) restructuring and impairment charges variances to budget, including certain severance charges recorded in accordance with our accounting policies. For purposes of AEIP awards, segment AOIs are based on similar adjustments to applicable segment operating income results, as stated in the consolidated audited financial statements for the fiscal year. The HCC Committee made the following determinations regarding the 2024 performance targets for the NEOs’ AEIP awards:

  100. The Role of the Independent Compensation Consultant

    | • | The Company-wide AOI target was established at $498 million, with a threshold payout of 50% upon achievement of AOI of $473 million and a maximum payout of 200% upon achievement of AOI of $588 million or greater. We achieved an AOI of $502 million, yielding a payout of 104.6% of target for this metric. |

  101. The Role of the Independent Compensation Consultant

    | • | The TIC business AOI target was established at $462 million, with a threshold payout of 50% upon achievement of TIC business AOI of $433 million and a maximum payout of 200% upon achievement of TIC business AOI of $565 million or greater. We achieved a TIC business AOI of $489 million, yielding a 125.7% payout. When averaged with the Company-wide AOI payout, the resulting payout percentage was 115.2% of target for Mr. Zhou and Ms. Schjøtz. |

  102. The Role of the Independent Compensation Consultant

    | • | The S&A segment AOI target was established at $36 million, with a threshold payout of 50% upon achievement of S&A segment AOI of $31 million and a maximum payout of 200% upon achievement of S&A segment AOI of $56 million or greater. We achieved an S&A segment AOI of $18 million, yielding no payout for this metric. When averaged with the Company-wide AOI payout, the resulting payout percentage was 52.3% for Mr. Genovesi. |

  103. The Role of the Independent Compensation Consultant

    Based on the forgoing determinations, the HCC Committee approved the following 2024 AEIP awards, which are reported in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” As previously noted, the HCC Committee has authority under the AEIP to increase or decrease individual NEO payouts from the AOI-based formulaic earnout based on individual performance for the year. Pursuant to the terms of the AEIP, the HCC Committee approved an adjustment to Ms. Scanlon’s payout percentage of 5% above the formulaic amount based on its quantitative and qualitative assessment of her individual performance during 2024, bringing it from $1,427,790 to $1,500,000. No adjustments were applied for the other NEOs based on individual performance for 2024.

  104. The Role of the Independent Compensation Consultant

    | Named Executive Officer | Target 2024 Award (As a Percentage of Base Salary) | 2024 AEIP Target Award | | Payout Percentage(2) | 2024 Approved Award | | | Jennifer F. Scanlon | 130% | | 1,365,000 | 109.9% | | 1,500,000 | | Ryan D. Robinson | 90% | | 585,000 | 104.6% | | 611,910 | | Weifang Zhou | 90% | | 567,000 | 115.2% | | 653,184 | | Gitte Schjøtz(1) | 70% | DKK | 2,494,100 | 115.2% | DKK | 2,873,203 | | John A. Genovesi | 70% | | 336,000 | 52.3% | | 175,728 |

  105. The Role of the Independent Compensation Consultant

    | (1) Ms. Schjøtz’s AEIP target was established and paid in Danish krone. The U.S. dollar value of this award is reflected in the Summary Compensation Table using the exchange rate in effect on December 31, 2024 (i.e., the date on which the award was earned). |

  106. The Role of the Independent Compensation Consultant

    | (2) The payout percentage for Ms. Scanlon and Mr. Robinson reflects a 100% weighting of the AOI metric at a 104.6% payout percentage under the AEIP formula. Mr. Zhou and Ms. Schjøtz’s payout percentage reflects a 50% weighting of the AOI metric at a 104.6% payout percentage and a 50% weighting of the TIC business AOI metrics at a 125.7% weighted average payout percentage for a combined payout percentage under the AEIP formula of 115.2%. Mr. Genovesi’s payout percentage reflects a 50% weighting of the AOI metric at a 104.6% payout percentage and a 50% weighting of S&A AOI metrics at a 0% weighted average payout percentage for a combined payout percentage under the AEIP formula of 52.3%. |

  107. The Role of the Independent Compensation Consultant

    | 40 | 2025 Proxy Statement | |

  108. The Role of the Independent Compensation Consultant

    Changes to AEIP Performance Metrics for 2025 In February 2025, the HCC Committee approved changes to the performance metrics applicable to AEIP awards for the 2025 fiscal year. Specifically, for 2025, the AOI metric has been replaced with two metrics – adjusted EBITDA (75% weighting) and revenue (25% weighting). These changes are intended to align our short-term incentive pay with the Company’s year-to-year profitability and top-line growth. For NEOs in segment management roles (as was the case for Messrs. Zhou and Genovesi and Ms. Schjøtz in 2024), 50% of the payout for each metric will be based on the level of achievement versus a pre-established segment-specific target. Long-Term Incentive Awards Granted in 2024 Our board of directors adopted, and UL Standards & Engagement, as our sole stockholder at the time of adoption, approved the 2024 LTIP, effective upon consummation of the IPO, and all long-term incentive award grants in 2024 were made pursuant to the 2024 LTIP. The 2024 LTIP allows us to grant cash and equity incentive awards to eligible service providers after the IPO date in order to attract, motivate and retain the talent for which we compete. The 2024 LTIP provides for the grant of stock options, including NSOs, PSUs, RSUs, dividend equivalents, SARs and other stock or cash awards. Awards other than cash awards generally are settled in shares of our Class A common stock, but the HCC Committee may provide for cash settlement of any award.

  109. 2024 Annual Grant

    2024 Annual Grant Generally, the HCC Committee approves long-term incentive awards to employees, including the NEOs, on an annual basis. The annual long-term incentive awards for 2024 were granted in May 2024 and included a mix of PSUs and RSUs, as follows:

  110. 2024 Annual Grant

    | Award Type | Weighting | Key Features | | PSUs | 67% | • Earned based on Company performance versus pre-established targets during the period from January 1, 2024 through December 31, 2026 • 50% weighting to 3-year cumulative organic revenue metric and 50% weighting to 3-year cumulative operating income metric • The number of shares of Class A common stock earned will range from 0% to 200% of target, with achievement of threshold performance earning 50% of target • Determination of cumulative organic revenue and cumulative operating income may, but is not required to, be made based on the consolidated audited financial statements for the applicable fiscal year • 3-year cliff vesting, subject to continued employment through end of performance period, with exceptions for death, disability, retirement and termination for cause (each as defined in the 2024 LTIP) • Designed to encourage retention and align long-term interests of grantees with our stockholders • Dividend equivalents are credited during the vesting period, are included in number of units to which the payout percentage is applied and vest at the same time as the underlying PSUs • Settled in shares of Class A common stock | | RSUs | 33% | • Vest in one-third increments on each anniversary of the grant date, subject to continued employment, with exceptions for death, disability, retirement and termination for cause • Designed to encourage retention and align long-term interests of grantees with our stockholders • Dividend equivalents are credited during the vesting period and vest at the same time as the underlying RSUs • Settled in shares of Class A common stock |

  111. 2024 Annual Grant

    The HCC Committee established 2024 target long-term incentive award levels for each NEO, taking into account comparative market data. Target awards for the 2024 fiscal year were split among PSUs and RSUs, as described above. The following table shows the 2024 target long-term incentive award levels for each NEO:

  112. 2024 Annual Grant

    | Named Executive Officer | Aggregate Long-Term Incentive Award Value at Target ($) | PSU Award Value at Target ($) | RSU Award Value ($) | | Jennifer F. Scanlon | $6,600,000 | $4,400,000 | $2,200,000 | | Ryan D. Robinson | $1,500,000 | $1,000,000 | $500,000 | | Weifang Zhou | $1,450,000 | $966,667 | $483,333 | | Gitte Schjøtz | $850,000 | $566,667 | $283,333 | | John A. Genovesi | $600,000 | $400,000 | $200,000 |

  113. Pre-IPO Performance Cash Awards Earned in 2024

    | Performance Measure | Weighting | Threshold | Target | Maximum | Actual | Payout % | | 2022-2024 Cumulative Revenue | 33(1)⁄3% | $8,373 million | $8,544 million | $8,715 million | $8,416 million | 63% | | 2022-2024 Cumulative Net Income | 66(2)⁄3% | $994 million | $1,057 million | $1,120 million | $1,023 million | 73% | | | | | | Weighted Payout %: | | 69.8% |

  114. Pre-IPO Performance Cash Awards Earned in 2024

    | Named Executive Officer | 2022-2024 Performance Cash Target Award | | Approved Payout(1) | | Jennifer F. Scanlon | $3,300,000 | Average Payout Percentage of 69.8% | $2,303,400 | | Ryan D. Robinson | $693,750 | | $484,238 | | Weifang Zhou | $712,500X | | $497,325 | | Gitte Schjøtz | $487,500 | | $340,275 | | John A. Genovesi | $458,333 | | $319,916 |

  115. Pre-IPO Performance Cash Awards Earned in 2024

    | (1) These award amounts are reported in the “Non-Equity Incentive Plan Awards” column of the Summary Compensation Table. |

  116. Pre-IPO Performance Cash Awards Earned in 2024

    | • | Shares of restricted common stock and shares of common stock subject to outstanding RSU awards, in each case that vest solely based on the passage of time; and |

  117. Pre-IPO Performance Cash Awards Earned in 2024

    None of the outstanding and unexercised stock options or SARs (whether vested or unvested and whether exercisable or unexercisable), outstanding PSU awards or other performance-based incentive awards with respect to the extent applicable performance goals have not been achieved, nor any other form of derivative securities count toward an executive officer’s minimum ownership guideline. Until an executive officer meets the applicable minimum ownership guideline, he or she is required to retain (and not dispose of or otherwise transfer) at least 50% of all shares received from the vesting, delivery and/or exercise of equity awards granted under our equity incentive plans after payment of the exercise price or purchase price of an award, applicable tax withholding and applicable transaction costs. As of December 31, 2024, based on the calculation methodology set forth in the stock ownership policy and described above, all NEOs either satisfied their minimum ownership guideline or are in compliance with the policy by virtue of complying with the 50% retention ratio. Other Benefits and Perquisites We provide the following benefits to our NEOs on the same basis as other U.S., or as the case may be, international employees:

  118. Pre-IPO Performance Cash Awards Earned in 2024

    | • | Short-term and long-term disability insurance; |

  119. Pre-IPO Performance Cash Awards Earned in 2024

    Compensation Recovery Policy (Clawback) Awards granted pursuant to the AEIP, Pre-IPO LTIP and 2024 LTIP are subject to our “clawback” policy for all current and former executive officers under which the repayment of any bonus, equity or equity-based award or incentive compensation granted may be required under certain circumstances (a “covered event”). Covered events include: the occurrence of an accounting restatement to correct our material noncompliance with any financial reporting requirement under securities laws, including any restatement that corrects an error in previously issued financial statements that (i) is material to the previously issued financial statements, or (ii) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “material restatement event”); incentive compensation paid based on materially inaccurate financial statements or performance metrics (an “inaccurate metrics event”); failure by the executive to properly identify and assess or sufficiently raise concerns about risk that results in a material adverse impact on us or an affiliate, the business systems thereof or our broader financial system; an action or omission that constitutes a material violation of the risk policies of us or an affiliate; an action or omission that results in material financial or reputational harm to us; or fraud. Under the clawback policy, upon the occurrence of a material restatement event, the HCC Committee shall require the forfeiture or repayment of any bonus, equity or equity-based award (including time- and performance-based awards) or other incentive compensation (e.g., under the AEIP, Pre-IPO LTIP or 2024 LTIP), including gains from the exercise of CSARs or SARs (collectively, “incentive compensation”), that (i) was awarded or paid during the 3-year period preceding the date on which our board of directors or a committee thereof concludes, or reasonably should have concluded, that we are required to prepare a restatement of our financial statement, or, if earlier, the date on which a court, regulator or other legally authorized body directs us to prepare such restatement, and (ii) exceeds the amount of such incentive compensation that would have been received by a covered executive officer based on the restatement of our financial statement. Upon the occurrence of any other covered event, the HCC Committee may require the forfeiture or repayment of any incentive compensation that (i) was awarded or paid during the 3-year period preceding the date on which we identified such covered event, and (ii) in the case of an inaccurate metrics event, exceeds the amount of such incentive compensation that would have been received by a covered executive officer if the applicable financial statements or performance metrics had been accurate. Post-Employment Provisions Our executive officers, including the NEOs, are participants in an executive severance plan that provides severance benefits in the event of an involuntary termination by us without cause or, if within 24 months after a change in control of the Company, a resignation for good reason. Severance benefits include cash payment(s) equal to a multiple of the executive officer’s base salary and target AEIP bonus, subsidized continuation coverage under the applicable Company group health and welfare plan(s), outplacement services and, in certain instances, a pro-rata AEIP bonus for the year of termination. Certain NEOs have additional post-termination rights under an employment agreement or offer letter. For more information on post-employment provisions and a quantification of the benefits payable under various termination scenarios, see the “Severance and Change in Control Arrangements” subsection that follows. Assessment of Risk Related to Our Compensation Programs In August 2024, the HCC Committee evaluated the primary components of our compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk. To inform the HCC Committee’s evaluation, the HCC Committee’s independent compensation consultant, FW Cook, conducted a risk assessment of our compensation programs that covered executive and non-executive global incentive program design, the presence of compensation risk mitigators and program governance and controls. FW Cook’s assessment concluded, and management and the HCC Committee agreed, that our compensation programs are not reasonably likely to have a material adverse impact on the Company. The evaluation process also produced the following more specific conclusions:

  120. Pre-IPO Performance Cash Awards Earned in 2024

    | • | Our executive compensation program is well-designed to encourage behaviors aligned with the long-term interest of shareholders. |

  121. Pre-IPO Performance Cash Awards Earned in 2024

    | • | Performance goals are rigorous, with market informed payout curves and program leverage and a standard list of performance adjustments, all of which are reviewed annually. Additionally, the committee discretion can be used as circumstances dictate. |

  122. Tax Considerations

    Tax Considerations We consider the tax (individual and corporate) consequences of our executive compensation plans when designing the plans. Code Section 162(m) limits deduction of compensation paid to the NEOs to $1,000,000 per year. The exception that was previously provided in Code Section 162(m) for performance-based compensation was repealed by the Tax Cuts and Jobs Act of 2017 and, as a result, compensation paid to any of our NEOs (including deferred compensation paid after they are no longer NEOs) will not be tax deductible to the extent it exceeds $1,000,000 per year, including AEIP payments and amounts paid in settlement of CSARs and Performance Cash award grants under the Pre-IPO LTIP and all stock-settled awards issued or converted on or after consummation of the IPO (e.g., RSUs, PSUs and NSOs). The HCC Committee believes that the success of our business depends in large part on our ability to recruit and retain talented executives, despite the fact that a portion of the compensation paid to them may be non-deductible, and does not intend to attempt to limit compensation payments to the amount that will be deductible under Code Section 162(m). In addition, under Code Section 280G, amounts paid or provided to NEOs in connection with a change in control of the Company may be non-deductible, and subject to a 20% excise tax payable by the NEO under Code Section 4999, if the total amount of such payments exceeds three times the NEO’s base amount (generally the average annual compensation for the five year period preceding the year that includes the change in control event) and thus constitute “parachute payments” for purposes of Code Section 280G. The Executive Severance Plan provides that if payments under the plan constitute parachute payments, the amount of such payments will be reduced to the maximum amount that can be paid without having any portion treated as a parachute payment, but only if the net after-tax amount of payments, after such reduction, would exceed the net after-tax amount of payments without such reduction, taking into account the excise tax under Code Section 4999. The Executive Severance Plan does not provide, and we do not otherwise provide, for a “gross up” of payments subject to Code Section 4999.

  123. Members of the HCC Committee

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Jennifer F. Scanlon | 2024 | 1,037,500 | — | 6,599,998 | 6,600,002 | 3,803,400 | 80,604 | 18,121,504 | | President and Chief Executive Officer | 2023 | 1,000,000 | — | — | 1,158,973 | 4,188,225 | 109,688 | 6,456,886 | | | 2022 | 993,750 | — | — | 1,316,460 | 3,550,525 | 112,624 | 5,973,359 | | Ryan D. Robinson | 2024 | 640,000 | — | 1,500,014 | 1,500,004 | 1,096,148 | 59,675 | 4,795,841 | | Executive Vice President and Chief Financial Officer | 2023 | 610,000 | — | — | 274,162 | 1,168,595 | 74,700 | 2,127,457 | | | 2022 | 605,000 | — | — | 360,319 | 1,018,655 | 77,220 | 2,061,194 | | Weifang Zhou | 2024 | 625,000 | — | 1,450,004 | 1,450,000 | 1,150,509 | 65,445 | 4,740,958 | | Executive Vice President and President, Testing, Inspection and Certification | 2023 | 610,000 | — | — | 274,162 | 1,184,785 | 79,720 | 2,148,667 | | | 2022 | 601,250 | — | — | 352,755 | 890,141 | 76,045 | 1,920,191 | | Gitte Schjøtz | 2024 | 540,063 | — | 849,992 | 849,997 | 741,662 | 81,299 | 3,063,013 | | Executive Vice President, Chief Science and Operations Officer(1) (2) | 2023 | 528,180 | — | — | 174,475 | 860,991 | 78,186 | 1,641,832 | | | 2022 | 486,352 | — | — | 170,192 | 761,912 | 67,995 | 1,486,451 | | John A. Genovesi | 2024 | 472,500 | — | 600,012 | 600,003 | 495,644 | 48,475 | 2,216,634 | | Executive Vice President and President, Software & Advisory | | | | | | | | |

  124. Pay Versus Performance Table

    Pay Versus Performance Table The following table shows the compensation for our PEO and the average compensation for our NEOs other than the PEO, as reported in the Summary Compensation Table (“SCT”) and also the applicable CAP amount for each (as described above). The table also provides information with respect to our cumulative total shareholder return (“TSR”), peer group cumulative TSR, net income and our selected performance measure, AOI. We selected AOI as our performance measure to be included in the Pay Versus Performance table because it is the profitability metric used to determine 50% to 100% of the earnout under the AEIP and 50% of the PSUs issued pursuant to the 2024 LTIP for the PEO and other corporate NEOs, and therefore meaningfully impacts CAP.

  125. Pay Versus Performance Table

    | Fiscal Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income ($mil) (7) | AOI ($mil) (8) | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | 2024 | $18,121,504 | $43,139,547 | $3,704,112 | $7,871,393 | $143.88 | $105.85 | $326 | $502 |

  126. Pay Versus Performance Table

    | (1) For the 2024 fiscal year, Ms. Scanlon was our PEO. |

  127. Pay Versus Performance Table

    | (2) CAP is calculated from the PEO’s total compensation reported in the SCT, less grant date fair value of equity awards reported in the SCT (i.e., PSUs, RSUs and NSOs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal year-end, plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date, whether positive or |

  128. Pay Versus Performance Table

    | 64 | 2025 Proxy Statement | |

  129. Pay Versus Performance Table

    | negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP: |

  130. Pay Versus Performance Table

    | Year | SCT Total (i) | Deductions from SCT Total (a) (ii) | | Year End Fair Value of Equity Awards Granted in 2024 (iii) | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years (iv) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in 2024 (v) | | Total Equity Value Included in CAP (b) (vi) = (iii) + (iv) + (v) | CAP (i) + (ii) + (vi) | | 2024 | $18,121,504 | ($ | 13,200,000) | $33,596,312 | $4,680,642 | ($ | 58,911) | $38,218,043 | $43,139,547 |

  131. Pay Versus Performance Table

    | (a) This amount represents grant date fair value of equity-based awards granted during 2024, the most recently competed fiscal year. |

  132. Pay Versus Performance Table

    | (b) Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the PEO does not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP. |

  133. Pay Versus Performance Table

    | (3) This amount is based on the total compensation amounts reported in the SCT for each of the following NEOs for the 2024 fiscal year: Mr. Robinson, Mr. Zhou, Ms. Schjøtz, and Mr. Genovesi. |

  134. Pay Versus Performance Table

    | (4) Average CAP is calculated by averaging the following amounts for each NEO other than the PEO: total compensation reported in the SCT, less grant date fair value of equity awards reported in the SCT (i.e., PSUs, RSUs and NSOs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal year-end, plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP: |

  135. Pay Versus Performance Table

    | Year | SCT Total (i) | Deductions from SCT Total (a) (ii) | | Year End Fair Value of Equity Awards Granted in 2024 (iii) | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years (iv) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in 2024 (v) | | Total Equity Value Included in CAP (b) (vi) = (iii) + (iv) + (v) | CAP (i) + (ii) + (vi) | | 2024 | $3,704,112 | ($ | 2,200,007) | $5,599,187 | $777,362 | ($ | 9,260) | $6,367,288 | $7,871,393 |

  136. Pay Versus Performance Table

    | (a) This amount represents grant date fair value of equity-based awards granted during 2024, the most recently competed fiscal year. |

  137. Pay Versus Performance Table

    | (b) Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the PEO does not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP. |

  138. Pay Versus Performance Table

    | (5) This amount represents the value of an initial fixed $100 investment in share of our Class A common stock on April 12, 2024 (our first trading day on the NYSE), assuming reinvestment of all dividends. |

  139. Pay Versus Performance Table

    | (6) Peer group companies include those comprising the S&P 500 Industrials Index. This amount represents the value of an initial fixed $100 investment in the index on April 12, 2024 (our first trading day on the NYSE), assuming reinvestment of all dividends. |

  140. Pay Versus Performance Table

    | (7) This amount represents GAAP net income attributable to stockholders of the Company (in millions) for the 2024 fiscal year. |

  141. Pay Versus Performance Table

    | (8) AOI was based on our consolidated operating income, as stated in our audited financial statements for the 2024 fiscal year, and adjusted pursuant to the methodology described in the “2024 AEIP Awards” subsection of the CD&A. |

  142. 2024 Non-Employee Director Compensation Table

    2024 Non-Employee Director Compensation Table

  143. 2024 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | James M. Shannon | 241,250(4) | 169,998 | — | 411,248 | | Francis J. Coyne | 138,750(5) | 169,998 | 9,491 | 318,239 | | James P. Dollive | 146,250(6) | 169,998 | — | 316,248 | | Marla C. Gottschalk | 147,500(7) | 169,998 | — | 317,498 | | Friedrich Hecker | 137,500(8) | 169,998 | — | 307,498 | | Charles W. Hooper | 137,500(8) | 169,998 | 12,256 | 319,754 | | Kevin J. Kennedy | 153,750(9) | 169,998 | — | 323,748 | | Lisa M. Lambert | 135,000(10) | 169,998 | — | 304,998 | | Sally Susman | 135,000(10) | 169,998 | 7,708 | 312,706 | | Michael H. Thaman | 157,500(11) | 169,998 | — | 327,498 | | Elisabeth Tørstad | 133,750(12) | 169,998 | — | 303,748 | | George A. Williams | 135,000(13) | 169,998 | 11,670 | 316,668 |

  144. 2024 Non-Employee Director Compensation Table

    | (1) Amounts in this column reflect pro-rata retainers paid at the applicable pre-IPO rate for the period from January 1, 2024 through March 31, 2024 and retainers paid at the post-IPO rate (as described above) for the period from April 1, 2024 through December 31, 2024. Before April 1, 2024, the annualized basic cash retainer for non-employee directors was $230,000, and a director also received, as applicable, the following cash retainer amounts, also annualized: |

  145. 2024 Non-Employee Director Compensation Table

    | Chair of the Board of Directors | $120,000 | | Audit Committee Chair | $20,000 | | Human Capital and Compensation Committee Chair | $15,000 | | Finance Committee Chair | $12,500 | | Nominating and Corporate Governance Committee Chair | $12,500 | | Audit Committee Member | $10,000 | | Human Capital and Compensation Committee Member | $7,500 | | Finance Committee Member | $6,250 | | Nominating and Corporate Governance Committee Member | $6,250 |

  146. 2024 Non-Employee Director Compensation Table

    | (2) Amounts in this column reflect the aggregate grant date fair value under FASB ASC Topic 718 of RSUs granted to our non-employee directors under the 2024 LTIP, with a grant date of May 1, 2024. As of December 31, 2024, each director had 4,915 unvested RSUs outstanding, including dividend equivalents credited in the form of additional RSUs, as described above. |

  147. 2024 Non-Employee Director Compensation Table

    | (3) Amounts in this column reflect reimbursed expenses for travel benefits related to Board meetings during 2024. |

  148. 2024 Non-Employee Director Compensation Table

    | (4) Mr. Shannon served as the chair of the Board during the 2024 fiscal year. Mr. Shannon elected to defer $38,438 of his post-IPO retainer fees under the Director Deferred Compensation Plan, and such fees were credited as stock units which will be settled in shares of our Class A common stock upon the designated distribution date. |

  149. 2024 Non-Employee Director Compensation Table

    | (5) Mr. Coyne served as a member of the Audit Committee and the HCC Committee during the 2024 fiscal year. |

  150. 2024 Non-Employee Director Compensation Table

    | (6) Mr. Dollive chaired the Finance Committee and served as a member of the Nominating Committee during the 2024 fiscal year. |

  151. 2024 Non-Employee Director Compensation Table

    | (7) Ms. Gottschalk chaired the Nominating Committee and served as a member of the HCC Committee during the 2024 fiscal year. |

  152. 2024 Non-Employee Director Compensation Table

    | (8) Mr. Hecker and Lieutenant General Hooper each served as members of the Audit Committee and Finance Committee during the 2024 fiscal year. |

  153. 2024 Non-Employee Director Compensation Table

    | (9) Mr. Kennedy chaired the HCC Committee and served as a member of the Audit Committee during the 2024 fiscal year. |

  154. 2024 Non-Employee Director Compensation Table

    | (10) Ms. Lambert and Ms. Susman served as members of the HCC Committee and Nominating Committee during the 2024 fiscal year. |

  155. 2024 Non-Employee Director Compensation Table

    | (11) Mr. Thaman chaired the Audit Committee and served as a member of the Nominating Committee during the 2024 fiscal year. |

  156. 2024 Non-Employee Director Compensation Table

    | (12) Ms. Tørstad served as a member of the Finance Committee and the Nominating Committee during the 2024 fiscal year. |

  157. 2024 Non-Employee Director Compensation Table

    | (13) Mr. Wiliams served as a member of the HCC Committee and the Nominating Committee during the 2024 fiscal year. |

  158. 2024 Non-Employee Director Compensation Table

    | 68 | 2025 Proxy Statement | |

  159. 2024 Non-Employee Director Compensation Table

    Director Stock Ownership Guidelines The HCC Committee has established stock ownership guidelines which apply to all non-employee directors. These guidelines are designed to encourage our non-employee directors to build and maintain a meaningful equity ownership in the Company, and thereby link their interests with those of its stockholders. Pursuant to the guidelines, each non-employee director is required to maintain beneficial ownership of a number of shares of Class A common stock during his or her tenure with us equal in value to five times the annual cash retainer. Until a director meets the applicable minimum ownership guideline, he or she is required to retain (and not dispose of or otherwise transfer) 100% of all shares received from the vesting, delivery and/or exercise of equity awards granted under our equity incentive plans after payment of the exercise price or purchase price of an award, applicable tax withholding and applicable transaction costs. See the discussion of the stock ownership guidelines for the NEOs in the CD&A for a description of how a non-employee director’s beneficial ownership will be calculated. These guidelines are based on a review of competitive market practice conducted by FW Cook, the HCC Committee’s independent compensation consultant. As of December 31, 2024, based on the calculation methodology set forth in the stock ownership policy and described above, all non-employee directors either satisfied their minimum ownership guideline or are in compliance with the policy by virtue of complying with the 100% retention ratio. Equity Compensation Plan Information The following table presents information as of December 31, 2024, with respect to our compensation plans under which equity securities are authorized for issuance.

  160. 2024 Non-Employee Director Compensation Table

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) | Weighted-average exercise price of outstanding options, warrants and rights (b)(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(3) | | Equity compensation plans approved by security holders | 5,812,834 | $25.58 | 19,012,673 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 5,812,834 | $25.58 | 19,012,673 |

  161. 2024 Non-Employee Director Compensation Table

    | (1) The number of securities reflected in column (a) represents the number of shares that would be issued on the corresponding (i) exercise date for all outstanding stock options and SARs, (ii) vesting date for all outstanding RSUs (including those issued to non-employee directors), PSUs (assuming 100% of target achievement) and Performance Cash awards (assuming 100% of target achievement and converted based on the closing price of a share of our Class A common stock on December 31, 2024), and (iii) purchase date for the UL Solutions Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”) after taking into account contributions made by participants in the 2024 ESPP through December 31, 2024. |

  162. 2024 Non-Employee Director Compensation Table

    | (2) The weighted-average exercise price in column (b) reflects all outstanding stock options and SARs. PSUs, RSUs, deferred RSUs, deferred stock units and Performance Cash awards were excluded when determining the weighted-average exercise price of outstanding options, warrants and rights. |

  163. 2024 Non-Employee Director Compensation Table

    | (3) Column (c) reflects all shares available for issuance under the Pre-IPO LTIP, the 2024 LTIP and the 2024 ESPP, excluding securities reflected in column (a). The maximum number of shares of our Class A common stock that may be granted under the Pre-IPO LTIP and the 2024 LTIP is 20,000,000 in the aggregate, of which 14,069,435 remain available for issuance. The maximum number of shares of common stock that may be granted under the 2024 ESPP is 5,000,000 in aggregate, of which 4,943,238 remain available for issuance. |

  164. 2024 Non-Employee Director Compensation Table

    | | 2025 Proxy Statement | 69 |

  165. 2024 Non-Employee Director Compensation Table

    Audit Committee Report The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and the NYSE listing standards. The Audit Committee operates pursuant to a written charter adopted by the Board. The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting, and legal and regulatory compliance. Management of the Company has the primary responsibility for the Company’s financial reporting processes, proper application of accounting principles, and internal controls as well as the preparation of its financial statements. PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States (“U.S. GAAP”). The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2024, with management and PwC. The Audit Committee has discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence and has discussed with PwC its independence. Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.