AGILENT TECHNOLOGIES, INC. A

40% shingled-prose overlap between the two filings.

2025: 58,117 chars · 2026: 56,549 chars

• Committee Report:22% overlap (5,999 → 6,000 chars)
• Pay Ratio (Item 402(u)):37% overlap (1,168 → 1,185 chars)
• Say-on-Pay proposal:47% overlap (3,797 → 2,006 chars)

• changedThis section of the proxy statement describes the compensation arrangements for our Named Executive Officers (“NEOs”) (NEOs)for fiscal year 2025 2024and provides an overview of the compensation policies and practices applicable to our NEOs.
• changed•Fiscal year 2025 2024compensation
• changedOur NEOs for fiscal year 2025 2024are as follows:
• new•Rodney Gonsalves, Vice President, Corporate Controller and Principal Accounting Officer and Interim Chief Financial Officer (Interim CFO)*
• new•Simon May, Senior Vice President, Agilent and President, Life Sciences and Diagnostics Group (LDG)
• new•Angelica Riemann, Senior Vice President, Agilent and President Agilent CrossLab Group (ACG)
• new•Bret DiMarco, Senior Vice President, Chief Legal Officer (CLO)
• changed•Robert McMahon, former Senior Vice President, Chief Financial Officer (CFO)** (CFO)
• new* Mr. Gonsalves was named Interim CFO effective as of July 31, 2025.
• newAdam S.
• newElinoff was appointed CFO effective November 17, 2025.
• new** Mr. McMahon resigned from Agilent effective as of July 31, 2025.
• changedChief Financial ExecutiveOfficer Transition
• newEffective July 31, 2025, Mr. McMahon resigned from his position as Agilent's Senior Vice President, CFO.
• newEffective as of the same date, Mr. Gonsalves, our Corporate Controller and Principal Accounting Officer, was appointed as our interim CFO while we conducted a global search for a new CFO.
• newIn consultation with its independent compensation consultant, the Board recognized Mr. Gonsalves' interim appointment with two incremental pay actions for taking on additional responsibility:
• new•Mr. Gonsalves received a cash stipend of $8,654 for each bi-weekly pay period he served as interim CFO.
• newThe Compensation Committee considered the competitive pay gap between Mr. Gonsalves' then-current base salary and market levels to determine the stipend amount.
• new•He also received a one-time Restricted Stock Unit (“RSU”) award with a target value of $1,000,000 that vests in full 12 months following the grant date, with a mandatory one-year post vest holding period.
• newOn October 23, 2025, Agilent appointed Adam Elinoff as Senior Vice President and Chief Financial Officer and Principal Financial Officer of the Company effective November 17, 2025.
• newUpon the effective date of Mr. Elinoff's appointment, Mr. Gonsalves transitioned back to serving as the Company's Vice President, Corporate Controller and Principal Accounting Officer.
• newIn connection with Mr. Elinoff's employment, the Compensation Committee approved the following compensation package:
• new•Effective as of November 17, 2025, a base salary of $700,000 and eligibility to participate in our short-term annual incentive program equal to 80% of his base salary,
• new•Effective as of November 18, 2025, a grant of (i) RSUs for fiscal year 2026 with a target value of $1,100,000 that vests 25% per year over four years and (ii) performance stock units for the fiscal year 2026 to fiscal year 2028 performance period with a target value of $1,650,000, and
• new•A one-time sign-on grant of (i) cash bonus of $800,000, subject to repayment if Mr. Elinoff terminates his employment for any reason within twelve months; (ii) RSUs with a target value of $560,000 that vests 25% per year over four years; and (iii) performance stock units for the fiscal year 2026 to fiscal year 2028 performance period with a target value of $840,000.
• changedYear-over-year financial results as compared to fiscal year 2024 2023results:
• newMeasure Fiscal Year 2024 Fiscal Year 2025 YOY % S&P 500 TSR* 12,493.74 15,173.95 21.5% Agilent TSR* $129.26 $146.36 13.2% Revenue (Actual) $6.5B $6.9B 6.7% Operating Margin 22.9% 21.3% (7.0%) Operating Margin (non-GAAP)** 26.4% 25.7% (2.7%) Diluted EPS $4.43 $4.57 3.2% Diluted EPS (non-GAAP)** $5.29 $5.59 5.7%
• changed* Stock prices shown for fiscal years 2024 2023and 2025 2024are as of October 31, 2024 10/31/2023and October 31, 2025, 10/31/2024respectively and include reinvested dividends.
• newKey Fiscal Year 2025 Highlights
• changed•There were no material changes to our compensation program designs for fiscal year 2025. 2024.
• changedPay for performance Thedesignsremainedalignedwithourbusinessstrategy,pay-for-performancealignment remained strong, and stockholders continued to indicate their ongoing support of our programs.
• changed•Pay continues to be heavily performance-based with 82% 90%to 91% 92%of target pay “at-risk”.
• changedFor fiscal year 2025, 2024,approximately 91% 92%of Mr. McDonnell’s and 82% 90%of our other NEOs’ total direct compensation consisted of short-term and long-term incentives and was “at risk” — which means that this component can vary year to year depending on the performance of the company and our stock price performance.
• changed•Short-term incentive payouts ranged from 92% 39%to 108%. 60%.
• changedAchievement of annual financial targets came in below plan, resulting in an overall funding of 86% 57%with final executive bonus payouts ranging from 92%-108% 39%-60%driven by executive Key Business Initiative funding of 0%-200%. 0%-44%.
• newAs a result of Mr. McMahon's resignation from the Company effective July 31, 2025, his short-term incentive payout was forfeited.
• changedFY22-FY24Performance stock units granted in fiscal year 2023 for the fiscal year 2023 to fiscal year 2025 performance period (“FY23-FY25 performance stock units”) based on relative TSR paid out at 118% 56%based on Agilent’s 3-year total shareholder returns being at the 55th 35thpercentile of S&P 500 healthcare and materials companies.
• newFY23-FY25 performance stock units based on Adjusted EPS paid out at 64% based on an average of fiscal years 2023, 2024 and 2025 annual performance of 48%, 42% and 103%.
• changed•Total target compensation for Mr. McDonnell was set at $12.45M. $9.9M,belowthatoftheformerCEO.
• changedWhen Consistentwithourtreatmentofotherexecutivepromotions,Mr. McDonnell became CEO in May 2024, his McDonnell’spay was positioned around the 25th percentile of our peers, with the intention of applying a multi-year progression with consideration to ongoing in-role performance, broader Company performance, the Company’s go-forward strategic direction and stockholder alignment.
• newWe received 89% stockholder support for our 2025 Say-on-Pay proposal.
• changedWe received89%stockholdersupportforour2024Say-on-Payproposalandcontinued to engage with stockholders regarding our executive pay program and corporate governance practices, including the stockholder proposal to amend our Certificate and Bylaws to declassify the Board, throughout the year.
• newWe contacted our 50 largest stockholders who represent approximately 65% of our stockholder base to recap our executive compensation program for fiscal year 2025, discuss our strategy for fiscal year 2026, and discuss corporate governance matters.
• newWe met with a number of our stockholders, representing approximately 30% of our stockholder base, who provided overall strong support, valued insight into the design of our executive compensation program, and thoughtful feedback on the stockholder proposal regarding the declassification of the Board.
• newPlanned Changes for Fiscal Year 2026
• newThe Compensation Committee remains committed to ensuring that Agilent’s executive compensation programs are aligned with our pay-for-performance philosophy and continue to support the company’s strategic priorities and long-term shareholder value.
• newFor fiscal year 2026, the Compensation Committee approved updates to the Short-Term and Long-Term Incentive Plans to simplify the structure, improve clarity, and reinforce accountability for business outcomes.
• newThese changes strengthen alignment with the CEO’s strategic goals and enhance differentiation based on performance.
• newFor fiscal year 2026, the Short-Term Incentive Plan will be based on financial goals weighted at 50% Revenue, 25% Operating Margin and 25% EPS, subject to a +/-10% strategic multiplicative modifier based on quantifiable non-financial targets and a +/-10% individual performance multiplicative modifier.
• newShort-term incentive payouts will still be capped at 200%.
• newThe Long-Term Incentive Plan will be revised to eliminate 1-year EPS goals in response to shareholder feedback and will transition to a mix of 60% performance share units (“PSUs”) and 40% time-based RSUs.
• newPSU awards will be earned solely based on 3-year relative TSR performance against the S&P 500 Healthcare Index (with the Materials Index removed).
• newRSUs will continue to vest ratably over 4 years.
• newAlong with these changes, the one‑year post‑vest hold requirement will transition to a guideline for CEO staff to hold 50% of shares until ownership guidelines are met.
• newThe Company will discontinue the use of stock options.
• changedOur executive compensation program is overseen by the Compensation Committee of the Board of Directors with the advice and counsel of our independent external compensation consultant as well as members of the management team.
• changedPhilosophy / Practice Result We structure compensation to create strong alignment with stockholder interests Significant majority of pay is “at risk,” delivered via performance-based vehicles such as long-term performance stock units sharesand annual cash incentives.
• changedMandatory one-year post-vest holding period on annual performance awards under the long-term performance plan and executive RSU awards granted between fiscal years 2016 and 2025. awards.
• changedWe design our programs to avoid excessive risk taking* taking*Strong recoupment and anti-hedging and pledging policies in place.
• newDifferent metrics are used for the short-term and long-term incentive programs.
• changedX No acceleration of vesting of equity awards, including LTPP performance stock units, shares,upon retirement (awards continue to vest subject to age and service requirements). vest).
• new* See “Additional Information Compensation Risk Controls” section below for details.
• changed•Motivate and reward for superior revenue and earnings EPSgrowth;
• new•Provide pay for performance; and
• new•Deliver competitive total direct compensation to attract, retain and motivate the best employees.
• changedDelivered through performance stock units, shares,stock options and RSUs, with a mandatory one-year post-vest holding period for performance stock units sharesand RSUs granted between fiscal years 2016 and 2025 to encourage long-term orientation.
• changedPerformance measures include long-term financial objectives and the relative performance of our stock against our peers. stock.
• changedOur actual total compensation for each NEO varies based on (i) Company performance measured against external metrics that correlate to long-term stockholder value, (ii) performance of our thebusiness units organizationsagainst specific targets, and (iii) individual performance.
• changedThese three factors are considered in positioning base salaries, determining earned short-term incentives and determining long-term incentive grant values. values
• newThis charter can be accessed by clicking on “Committee Charters” in the “Governance” section of the web page at www.investor.agilent.com.
• changedThe Compensation Committee found no conflict of interest during fiscal year 2025. 2024.
• changedFor fiscal year 2025, 2024,our independent compensation consultant advised the Compensation Committee on several compensation matters, including but not limited to:
• changed•Senior leadership transition, including compensation proposals for incoming senior leaders leaders,retentionand interim CFO; retirementofsame;
• changed•Review of the short- and long-term incentive programs for fiscal year 2025; 2024;
• changed•Board of Directors compensation; pay;
• changedThe CEO and the Chief Human Resources Officer consider the performance, capabilities responsibilities,performanceand scope of responsibilities capabilitiesof each of our named executive officers, other than the CEO, and the compensation package they believe will attract, retain and motivate these senior leaders.
• changedThe Chief Human Resources Officer does not provide input on setting her hisown compensation.
• changedAfter consulting with the Chief Human Resources Officer, the CEO makes compensation recommendations for each of our NEOs, recommendations,other than for his own compensation, to the Compensation Committee, generally,at its first meeting of the fiscal year.
• changedMembers of our legal department, including our Chief Legal Officer, OfficerandAssistantGeneralCounsel,regularly provide legal support to the Compensation Committee, but do not participate in meetings where their own compensation is being discussed.
• changedTo determine total target compensation for fiscal year 2025, 2024,the Compensation Committee considered:

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