AGILENT TECHNOLOGIES INC (A)
Sector: Health Care
2026 Annual Meeting Analysis
AGILENT TECHNOLOGIES INC · Meeting: March 18, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of four directors to a three-year term
Joined the board in May 2025, well within the 24-month new-director exemption from the TSR trigger; brings strong financial expertise as a CPA and former CFO with relevant healthcare and biotech experience; holds two public board seats, within the overboarding limit.
Has served since 2015 and the 3-year TSR gap versus the company-disclosed peer median is only -5.6 percentage points, well below the 20-percentage-point trigger applicable to a company with negative absolute 3-year TSR; no overboarding, attendance, or independence concerns identified.
Has served since 2011; the 3-year TSR underperformance versus the peer median (-5.6pp) does not meet the 20pp trigger threshold applicable given the company's negative absolute 3-year TSR; holds two public board seats (Agilent and Voyager Therapeutics), within the limit; relevant biotechnology and pharma leadership experience is clear.
Has served since 2018; 3-year TSR gap versus peer median is -5.6pp, well below the 20pp trigger; chairs the Audit and Finance Committee and is designated a financial expert, meeting the policy's audit committee expertise requirement; holds two public board seats (Agilent and Siemens Healthineers), within the limit.
All four nominees pass the policy screens: the TSR underperformance trigger does not fire (Agilent's 3-year return of -19% trails the peer median by only 5.6 percentage points, below the 20-percentage-point threshold for companies with negative absolute 3-year TSR); no director is overboarded; Ms. Brown is exempt as a director who joined within the past 24 months; attendance was satisfactory for all directors; no independence, familial, or qualification concerns were identified.
Say on Pay
✓ FORCEO
Padraig McDonnell
Total Comp
$12,872,236
Prior Support
89%%
CEO total compensation of approximately $12.9 million is consistent with a newly-elevated CEO at a large-cap healthcare instrumentation company ($31.6B market cap) who was explicitly positioned at the 25th percentile of peers at appointment and is on a multi-year progression toward market median, making this a pay-level result that does not exceed our CEO benchmark threshold. Pay mix is strongly aligned with the policy requirement: the proxy states approximately 91% of the CEO's total compensation is variable and at-risk, well above the 50-60% minimum, with the majority delivered through performance-based stock awards tied to 3-year relative TSR and earnings-per-share targets. The pay-for-performance alignment check also passes: Agilent's stock ranked at the 55th percentile of its long-term incentive peer group for the most recent completed 3-year performance period, the TSR-based long-term award paid out at 118% of target (above median, appropriately rewarding shareholders), the EPS-based component paid out at only 64% (reflecting below-target earnings in earlier years), short-term bonuses funded at 86% of target, and prior-year shareholder support was a strong 89%, well above the 70% threshold that would require a no vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not provide a fee breakdown table in the excerpted text available for analysis, so the non-audit fee ratio trigger cannot be evaluated; per policy, when tenure cannot be confirmed from disclosed data the tenure trigger does not fire; PricewaterhouseCoopers is a Big 4 firm appropriate for a company of Agilent's size and complexity; no material restatements were identified in the filing.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of an amendment to Agilent's Certificate of Incorporation to declassify the Board of Directors over a three-year period
This proposal would eliminate Agilent's classified (staggered) board structure over three years, so that beginning at the 2029 annual meeting all directors face annual elections — a mainstream governance improvement that gives shareholders greater accountability over the board each year. The board is sponsoring this amendment directly in response to substantial shareholder support for a prior declassification proposal, demonstrating genuine responsiveness to investor feedback. Under the charter amendment framework in our policy, a transition from a classified board to annual elections is a clear pro-shareholder improvement and warrants a FOR vote even though the transition is phased over three years rather than immediate.
Overall Assessment
Agilent's 2026 annual meeting ballot presents four proposals: a director slate that passes all policy screens, a say-on-pay vote that reflects a well-structured and predominantly at-risk compensation program with strong prior shareholder support, a PwC auditor ratification with no fee or tenure data available to trigger a no vote, and a board-sponsored charter amendment to declassify the board in direct response to shareholder demand. All four proposals merit a FOR vote under the applicable policy frameworks.
Compensation Peer Group
32 companies disclosed in 2026 proxy filing