DEF 14A of UL Solutions Inc., Apr 2, 2026

DEF 14A of UL Solutions Inc.

Filed Apr 2, 2026 · FY20250001193125-26-140022

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

    | 4 | 2026 Proxy Statement | |

  3. Recommendation of Nominees by Stockholders

    Election of Directors Our Board is currently composed of 12 directors. 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 2027 and 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 12 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 | | 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 — Directors’ Biographical Information” 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

    | | 2026 Proxy Statement | 5 |

  8. Recommendation of Nominees by Stockholders

    Directors’ Biographical Information The names of our directors, certain biographical information about our directors, 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 25, 2026.

  9. Recommendation of Nominees by Stockholders

    | James M. Shannon | | | Chair of the Board Age: 73 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 since 2009, and as a director of UL Standards & Engagement since November 2021, where he also currently serves as chair. 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 deep understanding of the related regulatory framework. |

  10. Recommendation of Nominees by Stockholders

    | 6 | 2026 Proxy Statement | |

  11. Recommendation of Nominees by Stockholders

    | James P. Dollive | | | Director Age: 74 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 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 substantial 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

    | Marla C. Gottschalk | | | Director Age: 65 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 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., 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 currently 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 currently serves as Chair of the Audit Committee. Ms. Gottschalk previously served as a member of the board of directors of Big Lots, Inc. from 2015 to 2024 and as a member of the board of directors of Potbelly Corporation 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 background 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. |

  13. Recommendation of Nominees by Stockholders

    | | 2026 Proxy Statement | 7 |

  14. Recommendation of Nominees by Stockholders

    | Friedrich Hecker | | | Director Age: 63 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 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. Mr. Hecker has served as a member of the boards 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. |

  15. Recommendation of Nominees by Stockholders

    | Charles W. Hooper | | | Director Age: 68 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 has served as a member of the boards of directors of General Dynamics Corporation (NYSE: GD) since 2023, where he currently serves on the Audit Committee and Nominating and Corporate Governance Committee, APA Corporation (Nasdaq: APA) since 2022, where he currently serves as Chair of the Cybersecurity Committee and a member of the Management Development and Compensation Committee, Two Six Technologies since 2021, the Civilian Marksmanship Program since 2025, 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. |

  16. Recommendation of Nominees by Stockholders

    | 8 | 2026 Proxy Statement | |

  17. Recommendation of Nominees by Stockholders

    | Kevin J. Kennedy | | | Director Age: 70 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”), 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 has served as a member of the boards of directors of KLA Corporation (Nasdaq: KLAC) since 2007, where he currently 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 currently 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., an 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. |

  18. Recommendation of Nominees by Stockholders

    | Vikram U. Kini | | | Director Age: 44 Board Committees: • Audit Committee • Finance Committee | Biographical Information: Mr. Kini has served as a member of our Board since May 2025. 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, and served in various other finance leadership roles with Gardner Denver from 2012 to 2020, including Vice President of Investor Relations, Vice President of Financial Planning and Analysis and Vice President of Finance, Industrials segment. Prior to joining Gardner Denver, Mr. Kini served in various financial roles with General Electric Company, a multinational conglomerate, and SABIC, a multinational chemical manufacturing company. Mr. Kini earned a B.B.A. 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, his significant experience in the industrial sector and his financial knowledge. |

  19. Recommendation of Nominees by Stockholders

    | | 2026 Proxy Statement | 9 |

  20. Recommendation of Nominees by Stockholders

    | Jennifer F. Scanlon | | | Director, President and Chief Executive Officer Age: 59 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. Ms. Scanlon has served as 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 of the TIC Council. She is the former Chair of the Board of the Commercial Club of Chicago and remains a member. Ms. Scanlon previously served as a member of the board of directors of USG from September 2016 to April 2019 and Norfolk Southern Corporation 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 technology and her extensive experience leading industrial companies. |

  21. Recommendation of Nominees by Stockholders

    | Sally Susman | | | Director Age: 64 Board Committees: • HCC Committee • Nominating Committee | Biographical Information: Ms. Susman has served as a member of our Board since May 2022. From 2018 to 2025, she served as the Executive Vice President and Chief Corporate Affairs Officer for Pfizer Inc. (“Pfizer”), 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., 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. Ms. Susman has served as 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. Ms. Susman has also been appointed as an Independent Member of the Global Executive Board of FGS Global, a stakeholder strategy firm, effective April 1, 2026. Previously, she served on the board of directors of WPP plc, 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. |

  22. Recommendation of Nominees by Stockholders

    | 10 | 2026 Proxy Statement | |

  23. Recommendation of Nominees by Stockholders

    | Michael H. Thaman | | | Director Age: 62 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 clean technology 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. (“Owens Corning”), a developer, manufacturer and marketer of building products and industrial materials, from 2007 to 2019, 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 has served as a member of the boards of directors of Air Liquide S.A. (OTC: AIQUY) since 2023, where he currently serves on the Environment and Society Committee, and The Sherwin-Williams Company (NYSE: SHW) since 2017, where he currently serves on the Audit Committee. Mr. Thaman also currently serves on the boards of directors of Kohler Co. and AeroSeal, Inc. Mr. Thaman earned a B.S. in Electrical Engineering and Computer Science from Princeton University. We believe Mr. Thaman is qualified to serve as a member of our Board because of his significant experience as an executive at a large multinational public company. |

  24. Recommendation of Nominees by Stockholders

    | Elisabeth Tørstad | | | Director Age: 60 Board Committees: • Finance Committee • Nominating Committee | Biographical Information: Ms. Tørstad has served as a member of our Board since November 2023, as a member of the board of trustees of UL Research Institutes since 2020, where she currently serves as chair of its Governance and Compensation Committee, and as a director of UL Standards & Engagement since 2025. 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. Ms. Tørstad has served as a member of the boards of directors of Torvald Klaveness since 2023, and Aker Solutions ASA (OTC: AKRTF) since 2022, where she currently serves on the Remuneration Committee, and as the deputy chair of the governing board of Peace Research Institutes Oslo since 2019. Ms. Tørstad previously served on the board of directors of Hexagon Composites ASA (Nasdaq: HXGCF) (“Hexagon”), from 2017 to 2020, and currently serves on Hexagon’s external nomination committee. Ms. Tørstad also previously served on the boards of directors of Digital Norway, from 2017 to 2019, and NGI (The Norwegian Geotechnical Institute), from 2023 to 2026. 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, 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 and her extensive experience in the TIC industry. |

  25. Recommendation of Nominees by Stockholders

    | | 2026 Proxy Statement | 11 |

  26. Recommendation of Nominees by Stockholders

    | George A. Williams | | | Director Age: 64 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, 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 has served 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 has served on the boards of directors of Badger Infrastructure Solutions Ltd. (TSX: BDGI) since January 2025, where he currently serves on the Human Resources & Compensation Committee and Sustainability, Health & Safety Committee, and Capital Power Corporation (OTC: CPXWF) since May 2024, where he currently serves on 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. |

  27. Recommendation of Nominees by Stockholders

    | 12 | 2026 Proxy Statement | |

  28. Recommendation of Nominees by Stockholders

    Executive Officers’ 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’ Biographical Information”). Ages are as of March 25, 2026.

  29. Recommendation of Nominees by Stockholders

    | | Jennifer F. Scanlon Director, President and Chief Executive Officer Age: 59 Biographical information for Jennifer F. Scanlon is included above with the director biographies under the caption “Directors’ Biographical Information.” | | | Linda S. Chapin Executive Vice President and Chief Human Resources Officer Age: 67 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 Board of Advisors of the Executives’ Club of Chicago and the Chief Human Resources Officers Council II for The Conference Board. She is also a member of the board of directors of the American Red Cross of Greater Chicago. She earned a B.S.W. in Social Work from Southern Illinois University. Ms. Chapin has also earned a professional certificate in data and analytics from the Kellogg School of Management at Northwestern University. |

  30. Recommendation of Nominees by Stockholders

    | | 2026 Proxy Statement | 13 |

  31. Recommendation of Nominees by Stockholders

    | | Alex G. Dadakis Executive Vice President and President, Testing, Inspection and Certification Age: 39 Mr. Dadakis has served as an Executive Vice President and President, Testing, Inspection and Certification since September 2025 and previously served as an Executive Vice President and Chief Business Operations and Innovation Officer from January to August 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, a then publicly traded manufacturer of building products, 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 the management consulting firm Bain & Company before joining USG. Mr. Dadakis currently serves on the board of directors of Mercy Housing Lakefront, an organization that works to eliminate homelessness and housing insecurity. He also serves on the boards of several local not-for-profit organizations. Mr. Dadakis earned a B.A. in Economics from Wake Forest University and an M.B.A. from the University of Chicago Booth School of Business. |

  32. Recommendation of Nominees by Stockholders

    | | Scott L. D’Angelo Executive Vice President, Chief Legal Officer and Corporate Secretary Age: 55 Mr. D’Angelo has served as an Executive Vice President, Chief Legal Officer and Corporate Secretary of UL Solutions since April 2025. Prior to joining UL Solutions, Mr. D’Angelo served as Vice President, Chief Legal and Administrative Officer and Corporate Secretary for CTS Corporation, a global designer and manufacturer of sensors, actuators and electronic components, from February 2021 to April 2025. Mr. D’Angelo previously served as Counsel for the law firm Baker McKenzie from March 2019 to February 2021, where his practice focused on complex cross-border corporate and commercial transactions, and he was Vice President, Deputy General Counsel and Chief Compliance Officer of Fortune Brands Innovations from May 2015 to February 2019. He also spent more than a decade with McDonald’s Corporation, where he held various legal positions of increasing responsibility. Mr. D’Angelo is a member of The Economic Club of Chicago and has served as chair of the Executives’ Club of Chicago International Business Forum. Mr. D’Angelo is admitted to the State Bars of Illinois and Michigan. He earned a J.D. from the University of Illinois Chicago School of Law and a B.A. in Political Science from Michigan State University. |

  33. Recommendation of Nominees by Stockholders

    | 14 | 2026 Proxy Statement | |

  34. Recommendation of Nominees by Stockholders

    | | John A. Genovesi Executive Vice President and President, Risk and Compliance Software Age: 62 Mr. Genovesi has served as an Executive Vice President and President, Risk and Compliance Software since January 2026 and previously served as an Executive Vice President and President, Software and Advisory from July 2022 to December 2025. 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, 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 GrayMatter. Mr. Genovesi earned a B.S. in Electrical Engineering from Youngstown State University and an M.B.A. from Case Western Reserve University. Additionally, he earned a professional certificate in mergers and acquisitions from the Harvard Business School. | | | Lynn H. Hancock Executive Vice President and Chief Transformation Officer Age: 60 Ms. Hancock has served as an Executive Vice President and our Chief Transformation Officer since December 2019. Ms. Hancock previously served as a Senior Vice President and our Chief Program Officer, from December 2019 to December 2020. Prior to joining UL Solutions, Ms. Hancock spent 15 years at USG, a then publicly traded manufacturer of building products, 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: 60 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. He earned a B.B.A. in Finance and Marketing from the University of Notre Dame and an M.M. from Northwestern University. |

  35. Recommendation of Nominees by Stockholders

    | | 2026 Proxy Statement | 15 |

  36. Recommendation of Nominees by Stockholders

    | | Gitte Schjøtz Executive Vice President and Chief Business Operations and Innovation Officer Age: 55 Ms. Schjøtz serves as an Executive Vice President and Chief Business Operations and Innovation Officer, a role she has held since September 2025, after having served in a number of different positions, including as Chief Operations and Sustainability Officer from January 2025 to August 2025, Executive Vice President and Chief Science and Operations Officer from January 2021 to December 2024, 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 from 2006 to 2014, Vice President of International Certification (Global Market Access) from 2003 to 2006 and various other roles after joining UL Solutions in 1996 as part of its acquisition of Demko A/S. Ms. Schjøtz currently serves as a member of the board of directors of RTX A/S (CPH: RTX) and Amcham Denmark. She has served on the Market Strategy Board of the International Electrotechnical Commission and is currently a council member of the World Business Council for Sustainable Development. She earned a B.S. in Business Administration and 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: Implications for Business Strategy from the MIT Sloan School of Management. | | | Alberto Uggetti Executive Vice President and Chief Commercial Officer Age: 54 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 our Environment and Sustainability group 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 the HVAC, Appliances and Lighting groups from 2011 to 2013. Mr. Uggetti studied at the Università degli Studi di Milano. Mr. Uggetti has earned certificates in Artificial Intelligence: Implications for Business Strategy from the MIT Sloan School of Management and Strategy, Execution and Implementation from the American Management Association. Mr. Uggetti has also completed the UL Executive Leadership Program at Yale School of Management and the Global Leader Program at Northwestern University School of Continuing Studies. |

  37. Recommendation of Nominees by Stockholders

    | 16 | 2026 Proxy Statement | |

  38. 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 governing documents provide the Board with flexibility in determining its leadership structure; however, the Stockholder Agreement requires that, until the Sunset Date, the positions of chair and CEO shall not be held by the same individual. Our Board likewise believes that having separate positions is the appropriate leadership structure for the Company at this time and supports the Board’s ability to effectively carry out its roles and responsibilities on behalf of our stockholders. The Board believes that having an independent chair enhances the Board’s ability to objectively evaluate and oversee management’s performance, increase management accountability and improve 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. Maintaining separate, independent, non-executive chair and CEO roles also allows our CEO to focus on the execution of our business strategy, while allowing the independent, non-executive chair to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. Mr. Shannon’s responsibilities include helping to ensure that our Board functions effectively and working with our CEO to set the Board’s agenda. He also facilitates communications among our directors and between the Board and senior management, and 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. 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 25, 2026, UL Standards & Engagement beneficially owns approximately 94.1% 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. We have not relied on these exemptions in the past and we do not currently intend to take advantage of any of these exemptions; however, 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, 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:

  39. Recommendation of Nominees by Stockholders

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

  40. 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 |

  41. 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. |

  42. Recommendation of Nominees by Stockholders

    | | 2026 Proxy Statement | 17 |

  43. 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 UL Standards & Engagement and certain permitted transferees hold less than 56,395,500 outstanding shares of Class B common stock. 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, 2025 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 apart from their service on the Board. 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, including any relationship with the board of trustees of UL Research Institutes or the board of directors of UL Standards & Engagement. The Board, following consultation with the Nominating Committee, has affirmatively determined that Mr. Shannon, Mr. Dollive, Ms. Gottschalk, Mr. Hecker, Lieutenant General Hooper, Dr. Kennedy, Mr. Kini, Ms. Susman, Mr. Thaman, Ms. Tørstad and Mr. Williams each qualify as an “independent director,” as defined under the rules of the NYSE.

  44. Recommendation of Nominees by Stockholders

    | 18 | 2026 Proxy Statement | |

  45. Recommendation of Nominees by Stockholders

    Board Meetings In 2025, 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 2025 that were held when he or she was a director. Although we do not have a formal policy regarding attendance by directors at annual meetings of our stockholders, directors are expected to attend such meetings. 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 the 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.

  46. Recommendation of Nominees by Stockholders

    | | | | Board Committees | | | | | Name | Director Since | Independent | Audit | HCC | Nominating | Finance | | James P. Dollive | 2012 | | | | | • | | Marla C. Gottschalk | 2012 | | | | • | | | Friedrich Hecker | 2013 | | | | | | | Charles W. Hooper | 2021 | | | | | | | Kevin J. Kennedy | 2020 | | | • | | | | Vikram U. Kini | 2025 | | | | | | | Jennifer F. Scanlon | 2019 | | | | | | | James M. Shannon | 2012 | | | | | | | Sally Susman | 2022 | | | | | | | Michael H. Thaman | 2021 | | • | | | | | Elisabeth Tørstad | 2023 | | | | | | | George A. Williams | 2023 | | | | | |

  47. Recommendation of Nominees by Stockholders

    • = Chair of Committee = Member of Committee

  48. Recommendation of Nominees by Stockholders

    | | 2026 Proxy Statement | 19 |

  49. Recommendation of Nominees by Stockholders

    | Audit Committee | Committee Chair Michael H. Thaman | Committee Members Friedrich Hecker Charles W. Hooper Kevin J. Kennedy Vikram U. Kini | Meetings in 2025: 7 |

  50. Recommendation of Nominees by Stockholders

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

  51. Recommendation of Nominees by Stockholders

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

  52. Recommendation of Nominees by Stockholders

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

  53. Recommendation of Nominees by Stockholders

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

  54. 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, including deciding whether to (i) recommend Board approval of the inclusion of the annual financial statements in our Form 10-Ks and (ii) approve the inclusion of the quarterly financial statements in our Form 10-Qs, as well as discussing our earnings press releases and financial information and earnings guidance provided to analysts and ratings agencies; |

  55. Recommendation of Nominees by Stockholders

    | • | overseeing our internal audit function; |

  56. Recommendation of Nominees by Stockholders

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

  57. Recommendation of Nominees by Stockholders

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

  58. Recommendation of Nominees by Stockholders

    | • | reviewing, and approving, ratifying or disapproving, and overseeing related person transactions; |

  59. Recommendation of Nominees by Stockholders

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

  60. Recommendation of Nominees by Stockholders

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

  61. Recommendation of Nominees by Stockholders

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

  62. 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 |

  63. Recommendation of Nominees by Stockholders

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

  64. Recommendation of Nominees by Stockholders

    Our Audit Committee consists of Mr. Thaman, Mr. Hecker, Lieutenant General Hooper, Dr. Kennedy and Mr. Kini, with Mr. Thaman serving as chair. Our Board has affirmatively determined that all directors serving on the Audit Committee meet the definition of an “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 meets the financial literacy requirements of the NYSE listing standards and that Mr. Thaman, 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.

  65. Recommendation of Nominees by Stockholders

    | 20 | 2026 Proxy Statement | |

  66. Recommendation of Nominees by Stockholders

    | Human Capital and Compensation Committee | Committee Chair Kevin J. Kennedy | Committee Members Marla C. Gottschalk Sally Susman George A. Williams | Meetings in 2025: 5 |

  67. Recommendation of Nominees by Stockholders

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

  68. 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 global inclusion; |

  69. Recommendation of Nominees by Stockholders

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

  70. Key 2025 Executive Compensation Actions and Outcomes

    | • | Changes to Annual Incentive Award Performance Metrics. Before 2025, annual incentive opportunities under our All Employee Incentive Plan (“AEIP”) were based on Company and/or business performance against target adjusted operating income (“AOI”) metrics for the applicable fiscal year. In early 2025, the HCC Committee approved changes to the AEIP for 2025, replacing AOI with adjusted EBITDA and revenue, weighted 75% and 25% respectively. The changes are intended to align the AEIP’s performance metrics with key profit and growth measures valued by investors and emphasize strategic priorities. In the case of Mses. Scanlon and Schjøtz and Messrs. Robinson and Zhou, the AEIP award opportunity was based 75% on Company performance against the adjusted EBITDA target and 25% on Company performance against the revenue target for the fiscal year. AEIP award opportunities for Mr. Dadakis were based 50% on performance against the Company-wide adjusted EBITDA and revenue targets and 50% on performance against the testing, inspection and certification (“TIC”) business adjusted EBITDA and revenue targets, weighted 75% and 25% respectively. The AEIP award opportunity for Mr. Genovesi was based 50% on performance against the Company-wide adjusted EBITDA and revenue targets and 50% on performance against the software & advisory (“S&A”) business segment adjusted EBITDA and revenue targets, weighted 75% and 25% respectively. |

  71. Key 2025 Executive Compensation Actions and Outcomes

    | • | Annual Long-Term Incentive Award Grants. 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”) that cliff vest on the third anniversary of the grant date, with the number of shares of our Class A common stock 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). |

  72. Key 2025 Executive Compensation Actions and Outcomes

    | • | Position our target total direct compensation—comprised of base salary, target annual short-term incentive 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. |

  73. Key 2025 Executive Compensation Actions and Outcomes

    | • | 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. |

  74. Key 2025 Executive Compensation Actions and Outcomes

    | • | 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. |

  75. 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 our executive officers, 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 2025, 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.

  76. The Role of the Independent Compensation Consultant

    | | 2026 Proxy Statement | 33 |

  77. 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:

  78. 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 our Clawback Policy that applies to all cash-based and equity incentive awards (including time-based equity 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. |

  79. The Role of the Independent Compensation Consultant

    2025 Say on Pay Vote The Company received approximately 99.9% support for its “say on pay” vote at the Company’s 2025 Annual Meeting of Stockholders. After considering the 2025 “say on pay” results, the HCC Committee determined that the Company’s executive compensation philosophy, compensation objectives and compensation elements continued to be appropriate and did not make any specific changes to the Company’s executive compensation program in response to the 2025 “say on pay” vote.

  80. The Role of the Independent Compensation Consultant

    | 34 | 2026 Proxy Statement | |

  81. 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. FW Cook prepares analyses of comparative market data generated from the peer group which informs the HCC Committee’s determinations on executive compensation, including base salary and annual and long-term incentive opportunities. The HCC Committee’s primary reference for executive officer target total direct compensation, in aggregate, is the median, 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 confirm it remains optimal for benchmarking purposes and aligns with corporate governance best practices. In August 2024, the HCC Committee reviewed the peer group to determine if it remained appropriate to inform 2025 compensation planning. The HCC Committee determined that no changes to the group were necessary. The peer group used to inform 2025 compensation decisions consisted of the following 17 diversified business-to-business services companies:

  82. The Role of the Independent Compensation Consultant

    | ADT Inc. | ICF International, Inc. | | The Brinks Company | Maximus Inc. | | CBIZ, Inc. | Morningstar, Inc. | | Clarivate PLC | Rollins Inc. | | EPAM Systems, Inc. | Stericycle, Inc. | | FactSet Research Systems Inc. | Tetra Tech, Inc. | | Fair Isaac Corporation | TransUnion | | FTI Consulting | WEX Inc. | | Gartner, Inc. | |

  83. The Role of the Independent Compensation Consultant

    | | 2026 Proxy Statement | 35 |

  84. The Role of the Independent Compensation Consultant

    In 2025, the HCC Committee and FW Cook refined the criteria used for peer group selection for 2026 compensation determinations. In addition to maintaining a group of companies of comparable size to the Company (primarily based on revenue and market capitalization), the HCC Committee considered companies from among a broader group of industries in which the Company competes for talent, in particular data-, science- and engineering-focused companies. In addition, the HCC Committee considered the geographic distribution of companies’ operations and revenue sources, giving priority to companies with a meaningful global presence. In August 2025, using the refined criteria for peer group selection, FW Cook provided recommended changes to the peer group, which were adopted by the HCC Committee as follows:

  85. The Role of the Independent Compensation Consultant

    | 2025 Peer Group | | | | Companies Removed | Companies Maintained | Companies Added | | ADT Inc. | Clarivate PLC | Bio-Rad Laboratories, Inc. | | The Brinks Company | EPAM Systems, Inc. | Charles River Laboratories International, Inc. | | CBIZ, Inc. | FactSet Research Systems Inc. | Dynatrace, Inc. | | ICF International, Inc. | Fair Isaac Corporation | Hubbell Incorporated | | Maximus Inc. | FTI Consulting | Keysight Technologies, Inc. | | Rollins Inc. | Gartner, Inc. | Plexus Corp. | | Stericycle, Inc. (Acquired) | Morningstar, Inc. | PTC Inc. | | | Tetra Tech, Inc. | Woodward, Inc. | | | TransUnion | | | | WEX Inc. | |

  86. The Role of the Independent Compensation Consultant

    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.

  87. The Role of the Independent Compensation Consultant

    | 36 | 2026 Proxy Statement | |

  88. The Role of the Independent Compensation Consultant

    Primary Components of 2025 Annual Executive Compensation Program The following chart shows the primary components of our executive compensation program for 2025. Additional detail on each of these components can be found in subsequent sections of the CD&A.

  89. 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 that cliff vest on the third anniversary of the grant date, with the number of shares of our Class A common stock earned based on three-year cumulative revenue and operating income performance (67% weighting), designed to incentivize our leaders to achieve long-term financial, operational and strategic objectives, align our leaders’ interests with those of stockholders, and retain our leadership talent • RSUs that vest ratably over a three-year period (33% weighting), designed to drive sustainable increases in overall Company equity value in alignment with our stockholders and retain 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 |

  90. 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 2025 that reflect our executive compensation philosophy. The resulting 2025 target pay mix was heavily weighted toward performance-based compensation payable on achievement of both short-term and longer-term objectives (i.e., AEIP and LTIP opportunities) versus fixed compensation (base salary) components.

  91. The Role of the Independent Compensation Consultant

    | | 2026 Proxy Statement | 37 |

  92. The Role of the Independent Compensation Consultant

    Base Salary for 2025 Other than Mr. Dadakis, each NEO’s base salary for 2025 was established by the HCC Committee as part of an annual review of executive officer base salaries. The HCC Committee reviewed competitive market data provided by FW Cook and approved the compensation arrangements for Mr. Dadakis, as set forth in his offer letter. In reviewing the base salary levels for 2025, 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, 2025, as follows:

  93. The Role of the Independent Compensation Consultant

    | Named Executive Officer | 2025 Base Salary | | 2024 Base Salary | | Percentage Increase | | Jennifer F. Scanlon | | 1,050,000 | | 1,050,000 | 0.0% | | Ryan D. Robinson | | 700,000 | | 650,000 | 7.7% | | Alex G. Dadakis | | 550,000 | | — | — | | Gitte Schjøtz(1) | DKK | 3,705,520 | DKK | 3,563,000 | 4.0% | | John A. Genovesi | | 495,000 | | 480,000 | 3.1% | | Weifang Zhou | | 655,000 | | 630,000 | 4.0% |

  94. The Role of the Independent Compensation Consultant

    | (1) Ms. Schjøtz’s base salary is paid in Danish krone, as described in footnote 4 to the 2025 Summary Compensation Table (“SCT”) below. |

  95. The Role of the Independent Compensation Consultant

    2025 AEIP Awards The majority of our employees, including our NEOs, participate in the AEIP. In 2025, the HCC Committee established individual AEIP target awards as a percentage of base salary for each NEO, taking into account comparative market data. The HCC Committee did not change the NEOs’ target percentages for 2025, except that Ms. Scanlon’s target percentage was increased from 130% of base salary to 150% of base salary to better align her target percentage with the median target bonus opportunity for CEOs in our peer group. The AEIP is designed to reinforce our approach to profitable growth through achievement of key results. The HCC Committee approved changes to the AEIP for 2025, replacing AOI with adjusted EBITDA and revenue, weighted 75% and 25% respectively. The changes are intended to align the AEIP’s performance metrics with key profit and growth measures valued by investors and emphasize strategic priorities. For our NEOs, the AEIP award opportunity is comprised of the following:

  96. The Role of the Independent Compensation Consultant

    | • | For Mses. Scanlon and Schjøtz and Messrs. Robinson and Zhou, the AEIP award opportunity was based 75% on Company performance against the adjusted EBITDA target and 25% on Company performance against the revenue target for the fiscal year. |

  97. The Role of the Independent Compensation Consultant

    | • | For Mr. Dadakis, the AEIP award opportunity was based 50% on performance against the Company-wide adjusted EBITDA and revenue targets (weighted 75% and 25%, respectively) and 50% on performance against the TIC business adjusted EBITDA and revenue targets (weighted 75% and 25%, respectively). The TIC business adjusted EBITDA and revenue targets were determined by combining the respective targets for each metric of the Industrial and Consumer segments. |

  98. The Role of the Independent Compensation Consultant

    | • | For Mr. Genovesi, the AEIP award opportunity was based 50% on performance against the Company-wide adjusted EBITDA and revenue targets (weighted 75% and 25%, respectively) and 50% on performance against the S&A segment adjusted EBITDA and revenue targets (weighted 75% and 25%, respectively). |

  99. The Role of the Independent Compensation Consultant

    | 38 | 2026 Proxy Statement | |

  100. 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. Based on relative achievement of the fiscal year metrics and pool funding, individual awards may range from 0% to 200% of target award, with linear interpolation based on achievement within the range. Under the AEIP, adjusted EBITDA is a non-GAAP measure as described in the section titled “non-GAAP Financial Measures” within Part II Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, which was further adjusted to reflect add-backs and deductions for (i) foreign exchange impacts, (ii) variances to budget related to unconsummated acquisitions & dispositions, (iii) asset disposals in excess of $2 million, and (iv) restructuring charges variance to budget (including certain severance charges recorded in accordance with our accounting policies which may be incremental to restructuring charges recorded in accordance with GAAP). The revenue metric under the AEIP is a non-GAAP measure based on GAAP revenue as stated in our consolidated financial statements for the year ended December 31, 2025, which was adjusted to reflect foreign exchange impacts. For purposes of AEIP awards, segment adjusted EBITDA and revenue are based on similar adjustments to applicable segment results for each metric, as stated in the consolidated audited financial statements for the fiscal year. The following table shows the Company’s achievements against 2025 AEIP performance targets, as approved by the HCC Committee:

  101. The Role of the Independent Compensation Consultant

    | | Adjusted EBITDA | | | | Revenue | | | | | Business | Threshold Payout of 50% | Target Payout of 100% | Maximum Payout of 200% | 2025 Results(1) | Threshold Payout of 50% | Target Payout of 100% | Maximum Payout of 200% | 2025 Results(1) | | Company | $751M | $791M | $933M | $813M | $2,994M | $3,087M | $3,180M | $3,079M | | TIC Operations | $669M | $717M | $892M | $733M | $2,608M | $2,689M | $2,769M | $2,686M | | S&A | $62M | $73M | $113M | $79M | $386M | $398M | $410M | $393M |

  102. The Role of the Independent Compensation Consultant

    | (1) The methodology for determining the adjusted EBITDA and revenue results for 2025, as set forth in the AEIP, is described in the narrative text preceding this table. |

  103. The Role of the Independent Compensation Consultant

    The foregoing achievements for each specific performance metric resulted in the following overall results for the 2025 AEIP, as approved by the HCC Committee:

  104. The Role of the Independent Compensation Consultant

    | | Fiscal 2025 Results | | | | | Business | Adjusted EBITDA (75%) | Revenue (25%) | Business Attainment | Overall Payout % | | Company | 115.5% | 95.8% | 110.6% | 110.6% | | TIC Operations | 109.2% | 98.2% | 106.5% | 108.6% | | S&A | 115.3% | 79.1% | 106.3% | 108.5% |

  105. The Role of the Independent Compensation Consultant

    | | 2026 Proxy Statement | 39 |

  106. The Role of the Independent Compensation Consultant

    Based on the forgoing determinations, the HCC Committee approved the following 2025 AEIP awards, which are reported in the SCT 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 adjusted EBITDA- and revenue-based formulaic earnout based on individual performance for the year. Our CEO may make recommendations to the HCC Committee regarding such adjustments for our NEOs (other than the CEO), if any, which the HCC Committee would take into consideration in determining final AEIP payouts for the NEOs. No adjustments were applied for the NEOs based on individual performance for 2025.

  107. The Role of the Independent Compensation Consultant

    | Named Executive Officer | Target 2025 Award (As a Percentage of Base Salary) | 2025 AEIP Target Award | | Payout Percentage(2) | 2025 Approved Award | | | Jennifer F. Scanlon | 150% | | 1,575,000 | 110.6% | | 1,741,950 | | Ryan D. Robinson | 90% | | 630,000 | 110.6% | | 696,780 | | Alex G. Dadakis | 70% | | 385,000 | 108.6% | | 418,110 | | Gitte Schjøtz(1) | 70% | DKK | 2,593,864 | 110.6% | DKK | 2,868,814 | | John A. Genovesi | 70% | | 346,500 | 108.5% | | 375,953 | | Weifang Zhou | 90% | | 589,500 | 110.6% | | 651,987 |

  108. 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 SCT using the exchange rate in effect on December 31, 2025 (i.e., the date on which the award was earned), or 0.1575. |

  109. The Role of the Independent Compensation Consultant

    | (2) The calculation of each NEO’s payout percentage is set forth in the narrative text above. |

  110. The Role of the Independent Compensation Consultant

    Long-Term Incentive Awards Granted in 2025 Our Board adopted, and UL Standards & Engagement, as our sole stockholder at the time of adoption, approved the 2024 LTIP, effective upon consummation of our initial public offering (“IPO”). All long-term incentive award grants in 2025 were made pursuant to the 2024 LTIP. The 2024 LTIP allows us to grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The 2024 LTIP provides for the grant of stock options, including nonqualified stock options (“NSOs”), PSUs, RSUs, dividend equivalents 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.

  111. The Role of the Independent Compensation Consultant

    | 40 | 2026 Proxy Statement | |

  112. 2025 Annual Grants

    2025 Annual Grants 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 2025 were granted on April 1, 2025 and included a mix of PSUs and RSUs, as follows:

  113. 2025 Annual Grants

    | Award Type | Weighting | Key Features | | PSUs | 67% | • Earned based on Company performance versus pre-established targets during the period from January 1, 2025 through December 31, 2027 • 50% weighting to three-year cumulative revenue metric and 50% weighting to three-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 • Cliff vesting on the third anniversary of the grant date, subject to continued employment, with exceptions for a termination due to cause, death, disability, retirement and, if within 24 months following a change in control, a termination without cause or resignation for good reason (each as defined in the 2024 LTIP) • Designed to incentivize our leaders to achieve long-term financial, operational and strategic objectives, align our leaders’ interests with those of stockholders, and retain our leadership talent • Dividend equivalents are credited during the vesting period, are included in the number of units to which the payout percentage is applied and vest at the same time as the underlying PSUs • Settled in shares of our 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 a termination due to cause, death, disability, retirement and, if within 24 months following a change in control, a termination without cause or resignation for good reason (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 and vest at the same time as the underlying RSUs • Settled in shares of our Class A common stock |

  114. 2025 Annual Grants

    The HCC Committee established 2025 target long-term incentive award levels for each NEO, taking into account comparative market data. Target awards for the 2025 fiscal year were split among PSUs and RSUs, as described above. The following table shows the 2025 target long-term incentive award levels for each NEO:

  115. 2025 Annual Grants

    | Named Executive Officer | Aggregate Long-Term Incentive Award Value at Target ($) | PSU Award Value at Target ($) | RSU Award Value ($) | | Jennifer F. Scanlon | $7,375,000 | $4,916,667 | $2,458,333 | | Ryan D. Robinson | $1,600,000 | $1,066,667 | $533,333 | | Alex G. Dadakis | $900,000 | $600,000 | $300,000 | | Gitte Schjøtz | $850,000 | $566,667 | $283,333 | | John A. Genovesi | $700,000 | $466,667 | $233,333 | | Weifang Zhou | $1,450,000 | $966,667 | $483,333 |

  116. Pre-IPO Performance Cash Awards Earned in 2025

    Pre-IPO Performance Cash Awards Earned in 2025 Prior to our IPO, the HCC Committee granted long-term incentive awards under the UL Solutions Inc. Long-Term Incentive Plan (the “Pre-IPO LTIP”) to our executive officers on an annual basis. These awards historically consisted of Cash Settled Appreciation Rights (“CSARs”) and Performance Cash awards (“Performance Cash”). In the case of each NEO who was employed with the Company as of the IPO date, his or her then outstanding CSARs were converted from cash-settled awards to stock appreciation rights (“SARs”) settleable in shares of our Class A common stock in connection with the IPO, other than Ms. Schjøtz, who elected to retain a certain portion of her CSARs as cash-settled awards. In addition, in the case of each NEO who was employed by the Company as of the IPO date, his or her Performance Cash awards were converted from cash-settled awards to stock-settled awards. Following the IPO, no further awards have been, or will be, made under the Pre-IPO LTIP. In 2023, the HCC Committee granted Performance Cash awards to each of our NEOs that could be earned based on the achievement of specified performance objectives (as described below) for the performance period beginning on January 1, 2023 and ending on December 31, 2025. Following completion of the 2023-2025 performance period, the HCC Committee approved payouts earned for Performance Cash awards that were granted to the NEOs in 2023. For the 2023-2025 performance period, achievement against objectives was 145.7% based on the following:

  117. Pre-IPO Performance Cash Awards Earned in 2025

    | Performance Measure | Weighting | Threshold | Target | Maximum | Actual | Payout % | | 2023-2025 Cumulative Revenue | 33(1)⁄3% | $8,220M | $8,474M | $8,728M | $8,617M | 156% | | 2023-2025 Cumulative Net Income | 66(2)⁄3% | $935M | $1,039M | $1,143M | $1,081M | 140% | | | | | | Weighted Payout %: | | 145.7% |

  118. Pre-IPO Performance Cash Awards Earned in 2025

    | Named Executive Officer | 2023-2025 Performance Cash Target Award | | Approved Payout(1) | | Jennifer F. Scanlon | $3,487,500 | Payout Percentage of 145.7% | $5,081,288 | | Ryan D. Robinson | $825,000 | | $1,202,025 | | Alex G. Dadakis | N/A | | N/A | | Gitte Schjøtz | $525,000 | | $764,925 | | John A. Genovesi | $412,500 | | $601,013 | | Weifang Zhou | $825,000 | | $1,202,025 |

  119. Pre-IPO Performance Cash Awards Earned in 2025

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

  120. Pre-IPO Performance Cash Awards Earned in 2025

    | • | 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 |

  121. Pre-IPO Performance Cash Awards Earned in 2025

    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 which the 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, 2025, 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 Stock Ownership 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:

  122. Pre-IPO Performance Cash Awards Earned in 2025

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

  123. Pre-IPO Performance Cash Awards Earned in 2025

    Compensation Recovery Policy (Clawback) Awards granted pursuant to the AEIP, Pre-IPO LTIP and 2024 LTIP are subject to our clawback policy (“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 three-year period preceding the date on which our Board or a committee thereof concludes, or reasonably should have concluded, that we are required to prepare a restatement of our financial statements, 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 statements. 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 three-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 2025, 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:

  124. Pre-IPO Performance Cash Awards Earned in 2025

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

  125. Pre-IPO Performance Cash Awards Earned in 2025

    | • | 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 HCC Committee’s discretion can be used as circumstances dictate. |

  126. 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. Compensation paid to any of our NEOs (including deferred compensation paid after they are no longer NEOs) is not 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., SARs, 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.

  127. Members of the HCC Committee

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(6) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(7) ($) | All Other Compensation(8) ($) | Total ($) | | Jennifer F. Scanlon | 2025 | 1,050,000 | — | 7,375,007 | — | 6,823,238 | 62,949 | 15,311,194 | | President and Chief Executive Officer(1) | 2024 | 1,037,500 | — | 6,599,998 | 6,600,002 | 3,803,400 | 80,604 | 18,121,504 | | | 2023 | 1,000,000 | — | — | 1,158,973 | 4,188,225 | 109,688 | 6,456,886 | | Ryan D. Robinson | 2025 | 687,500 | — | 1,600,015 | — | 1,898,805 | 65,929 | 4,252,249 | | Executive Vice President and Chief Financial Officer | 2024 | 640,000 | — | 1,500,014 | 1,500,004 | 1,096,148 | 59,675 | 4,795,841 | | | 2023 | 610,000 | — | — | 274,162 | 1,168,595 | 74,700 | 2,127,457 | | Alex G. Dadakis | 2025 | 514,743 | 100,000(9) | 1,724,950 | — | 418,110 | 33,500 | 2,791,303 | | Executive Vice President and President, Testing, Inspection & Certification(2) | | | | | | | | | | Gitte Schjøtz | 2025 | 582,832 | — | 1,099,989 | — | 1,216,764 | 91,686 | 2,991,271 | | Executive Vice President and Chief Business Operations and Innovation Officer(3)(4) | 2024 | 540,063 | — | 849,992 | 849,997 | 741,662 | 81,299 | 3,063,013 | | | 2023 | 528,180 | — | — | 174,475 | 860,991 | 78,186 | 1,641,832 | | John A. Genovesi | 2025 | 491,250 | — | 699,985 | — | 976,966 | 49,000 | 2,217,201 | | Executive Vice President and President, Software & Advisory | 2024 | 472,500 | — | 600,012 | 600,003 | 495,644 | 48,475 | 2,216,635 | | Weifang Zhou | 2025 | 648,750 | — | 1,450,010 | — | 1,854,012 | 65,511 | 4,018,283 | | Executive Vice President and Special Advisor to the CEO(5) | 2024 | 625,000 | — | 1,450,004 | 1,450,000 | 1,150,509 | 65,445 | 4,740,958 | | | 2023 | 610,000 | — | — | 274,162 | 1,184,785 | 79,720 | 2,148,667 |

  128. Benefits Due Upon Termination Within Two Years After a Change in Control

    | | Annual Total Compensation | | CEO | $15,311,194 | | Median Employee | $61,564 | | Pay Ratio (CEO to Median Employee) | 249:1 |

  129. 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 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, adjusted EBITDA.

  130. 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) | Adjusted EBITDA ($mil) (8) | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | 2025 | $15,311,194 | $56,497,011 | $3,254,061 | $8,970,421 | $229.25 | $126.41 | $345 | $792 | | 2024 | $18,121,504 | $43,139,547 | $3,704,112 | $7,871,393 | $143.88 | $108.50 | $345 | $656 |

  131. Pay Versus Performance Table

    | (1) For the 2025 and 2024 fiscal years, Ms. Scanlon was our PEO. |

  132. Pay Versus Performance Table

    | (2) CAP is calculated from the PEO’s total compensation reported in the SCT, less the grant date fair value of equity awards reported in the SCT (i.e., PSUs and RSUs), 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, |

  133. Pay Versus Performance Table

    | 66 | 2026 Proxy Statement | |

  134. Pay Versus Performance Table

    | 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 2025 (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 2025 (v) | Total Equity Value Included in CAP (b) (vi) = (iii) + (iv) + (v) | CAP (i) + (ii) + (vi) | | 2025 | $15,311,194 | ($ | 7,375,007) | $11,470,575 | $35,879,677 | $1,210,572 | $48,560,824 | $56,497,011 |

  136. Pay Versus Performance Table

    | (a) This amount represents the grant date fair value of equity-based awards granted during 2025, 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

    | (3) For the 2025 fiscal year, the amount in this column is based on the total compensation amounts reported in the SCT for each of the following NEOs: Ms. Schjøtz and Messrs. Robinson, Dadakis, Genovesi and Zhou. For the 2024 fiscal year, the amount in this column is based on the total compensation amounts reported in the SCT for each of the following NEOs: Ms. Schjøtz and Messrs. Robinson, Genovesi and Zhou. |

  139. 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 the grant date fair value of equity awards reported in the SCT (i.e., PSUs and RSUs), 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: |

  140. Pay Versus Performance Table

    | Year | SCT Total (i) | Deductions from SCT Total (a) (ii) | | Year End Fair Value of Equity Awards Granted in 2025 (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 2025 (v) | Total Equity Value Included in CAP (b) (vi) = (iii) + (iv) + (v) | CAP (i) + (ii) + (vi) | | 2025 | $3,254,061 | ($ | 1,314,990) | $2,042,721 | $4,846,338 | $142,291 | $7,031,350 | $8,970,421 |

  141. Pay Versus Performance Table

    | (a) This amount represents grant date fair value of equity-based awards granted during 2025, the most recently competed fiscal year. |

  142. 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 NEOs other than the PEO do not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP. |

  143. Pay Versus Performance Table

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

  144. 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. |

  145. Pay Versus Performance Table

    | (7) This amount represents GAAP net income (in millions) for the applicable fiscal year. |

  146. Pay Versus Performance Table

    | (8) Adjusted EBITDA, as set forth in this table, is a non-GAAP measure. Refer to the reconciliation and definition in the section titled “Non-GAAP Financial Measures” within Part II Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. The reconciliation methodology for determining adjusted EBITDA in our Annual Report is distinct from the methodology for determining adjusted EBITDA under the terms of the AEIP, as described in the “2025 AEIP Awards” section of the CD&A. |

  147. Pay Versus Performance Table

    | | 2026 Proxy Statement | 67 |

  148. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table

  149. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | | James M. Shannon | 222,500(6) | 199,995(17) | 5,203 | 427,698 | | Francis J. Coyne(1) | 42,708(7) | — | — | 42,708 | | James P. Dollive | 110,000(8) | 199,995 | — | 309,995 | | Marla C. Gottschalk | 114,063(9) | 199,995(17) | 6,854 | 320,912 | | Friedrich Hecker | 101,250(10) | 199,995 | 495 | 301,740 | | Charles W. Hooper | 101,250(10) | 199,995(17) | 4,252 | 305,497 | | Kevin J. Kennedy | 117,500(11) | 199,995(17) | — | 317,495 | | Vikram U. Kini(2) | 59,063(10) | 199,995 | — | 259,058 | | Lisa M. Lambert(3) | 41,146(12) | — | — | 41,146 | | Sally Susman | 98,750(13) | 199,995(17) | — | 298,745 | | Michael H. Thaman | 121,250(14) | 199,995 | — | 321,245 | | Elisabeth Tørstad | 97,500(15) | 199,995(17) | 371 | 297,866 | | George A. Williams | 98,750(16) | 199,995(17) | 7,546 | 306,291 |

  150. 2025 Non-Employee Director Compensation Table

    | (1) Mr. Coyne retired from our Board in May 2025 and, accordingly, his annual cash retainer was pro-rated for the months of the 2025 fiscal year during which he served as a director. |

  151. 2025 Non-Employee Director Compensation Table

    | (2) Mr. Kini joined our Board in May 2025 and, accordingly, his annual cash retainer was pro-rated for the months of the 2025 fiscal year during which he served as a director. |

  152. 2025 Non-Employee Director Compensation Table

    | (3) Ms. Lambert retired from our Board in May 2025 and, accordingly, her annual cash retainer was pro-rated for the months of the 2025 fiscal year during which she served as a director. |

  153. 2025 Non-Employee Director Compensation Table

    | (4) 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 20, 2025. As of December 31, 2025, each non-employee director other than Mr. Coyne and Ms. Lambert had 2,801 unvested RSUs outstanding, including dividend equivalents credited in the form of additional RSUs, as described above. |

  154. 2025 Non-Employee Director Compensation Table

    | (5) Amounts in this column reflect reimbursed expenses for travel benefits related to Board meetings during 2025. |

  155. 2025 Non-Employee Director Compensation Table

    | (6) Mr. Shannon served as the chair of the Board during the 2025 fiscal year. Mr. Shannon elected to defer $55,625 of his retainer fees under the Director Deferred Compensation Plan. |

  156. 2025 Non-Employee Director Compensation Table

    | (7) Mr. Coyne served as a member of the Audit Committee and the HCC Committee before his retirement in May 2025. |

  157. 2025 Non-Employee Director Compensation Table

    | (8) Mr. Dollive chaired the Finance Committee and served as a member of the Nominating Committee during the 2025 fiscal year. |

  158. 2025 Non-Employee Director Compensation Table

    | (9) Ms. Gottschalk chaired the Nominating Committee and served as a member of the HCC Committee during the 2025 fiscal year. |

  159. 2025 Non-Employee Director Compensation Table

    | (10) Mr. Hecker, Lieutenant General Hooper and Mr. Kini each served as members of the Audit Committee and Finance Committee during the 2025 fiscal year. |

  160. 2025 Non-Employee Director Compensation Table

    | (11) Mr. Kennedy chaired the HCC Committee and served as a member of the Audit Committee during the 2025 fiscal year. |

  161. 2025 Non-Employee Director Compensation Table

    | (12) Ms. Lambert served as a member of the HCC Committee and Nominating Committee before her retirement in May 2025. |

  162. 2025 Non-Employee Director Compensation Table

    | (13) Ms. Susman served as a member of the HCC Committee and Nominating Committee during the 2025 fiscal year. |

  163. 2025 Non-Employee Director Compensation Table

    | (14) Mr. Thaman chaired the Audit Committee and served as a member of the Finance Committee during the 2025 fiscal year. |

  164. 2025 Non-Employee Director Compensation Table

    | (15) Ms. Tørstad served as a member of the Finance Committee and the Nominating Committee during the 2025 fiscal year. |

  165. 2025 Non-Employee Director Compensation Table

    | (16) Mr. Wiliams served as a member of the HCC Committee and the Nominating Committee during the 2025 fiscal year. |

  166. 2025 Non-Employee Director Compensation Table

    | (17) Messrs. Shannon, Kennedy and Williams, Mses. Gottschalk, Susman and Tørstad and Lieutenant General Hooper each elected to defer 100% of their 2025 RSU grant under the Director Deferred Compensation Plan. Subject to vesting pursuant to the terms of the applicable award agreements, such deferred RSUs will be settled in shares of our Class A common stock upon the designated distribution date. |

  167. 2025 Non-Employee Director Compensation Table

    | 70 | 2026 Proxy Statement | |

  168. 2025 Non-Employee Director Compensation Table

    Director Stock Ownership Guidelines The HCC Committee has established stock ownership guidelines which apply to all non-employee directors and are included in the Stock Ownership Policy. These guidelines are designed to encourage our non-employee directors to build and maintain meaningful equity ownership in the Company and thereby link their interests with those of our 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 Policy 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, 2025, 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 Stock Ownership Policy by virtue of complying with the 100% retention ratio. Equity Compensation Plan Information The following table presents information as of December 31, 2025, with respect to our compensation plans under which equity securities are authorized for issuance.

  169. 2025 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 | 5,122,956 | $26.80 | 18,851,080 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 5,122,956 | $26.80 | 18,851,080 |

  170. 2025 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, 2025), 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, 2025. |

  171. 2025 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. |

  172. 2025 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 14,178,700 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 the aggregate, of which 4,672,380 remain available for issuance. |

  173. 2025 Non-Employee Director Compensation Table

    | | 2026 Proxy Statement | 71 |

  174. 2025 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 (“GAAP”). The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2025, 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, 2025 for filing with the SEC.