8-KLeadership ChangesExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Executive Changes (Feb 21, 2024)

Filed February 21, 2024For Securities:A

Summary

Agilent Technologies, Inc. (A) announced on February 21, 2024, that its President and CEO, Michael McMullen, will retire from his roles on May 1, 2024. Mr. McMullen will transition to a senior advisor role until October 31, 2024. This leadership change marks the end of a significant tenure for Mr. McMullen. Concurrently, the Board has appointed Padraig McDonnell, currently a Senior Vice President, as Chief Operating Officer (COO) and CEO-elect. Mr. McDonnell is slated to assume the CEO position upon Mr. McMullen's retirement and will be nominated to the Board. His appointment is accompanied by a revised compensation package, including a base salary increase, enhanced performance-based compensation targets, and significant equity awards comprising stock options, RSUs, and performance-based RSUs, reflecting his new responsibilities and long-term commitment to Agilent.

Key Highlights

  • 1CEO Michael McMullen to retire effective May 1, 2024, transitioning to a senior advisor role until October 31, 2024.
  • 2Padraig McDonnell appointed as COO and CEO-elect, with plans to become CEO upon McMullen's retirement.
  • 3McDonnell to be nominated to the Board of Directors.
  • 4McDonnell's compensation package includes an increased base salary to $900,000.
  • 5McDonnell's target bonus under the Performance-Based Compensation Plan is set at 100% of base salary.
  • 6Significant equity awards granted to McDonnell include stock options ($400,000), RSUs ($400,000), and performance-based RSUs ($1,200,000 target).
  • 7Performance-based RSUs have a three-year vesting period (ending Oct 31, 2026) with payout potential between 0% and 200% of target based on company performance.

Frequently Asked Questions

Padraig McDonnell, currently a Senior Vice President and President of Agilent CrossLab Group, has been appointed as COO and CEO-elect and is intended to become CEO upon Michael McMullen's retirement on May 1, 2024.

Following his retirement as President and CEO on May 1, 2024, Michael McMullen is expected to continue with Agilent as a senior advisor until October 31, 2024.

Effective March 1, 2024, Mr. McDonnell's annual base salary will increase to $900,000. His target award under the Performance-Based Compensation Plan is now 100% of his base salary. Additionally, he will receive equity grants including stock options ($400,000), restricted stock units ($400,000), and performance-based restricted stock units ($1,200,000 target).

The performance-based restricted stock units are subject to a three-year performance period ending on October 31, 2026. The actual payout can range from 0% to 200% of the target amount ($1,200,000), depending on Agilent's performance against goals set by the Compensation Committee.