A Agilent Technologies

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2024

 

 

AGILENT TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-15405	77-0518772
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5301 Stevens Creek Boulevard
Santa Clara, California				95051
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 800 227-9770

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		A		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 20, 2024, Michael McMullen, President and Chief Executive Officer (“CEO”) of Agilent Technologies, Inc. (the “Company” or “Agilent”), notified the Company that he will retire as President and CEO of the Company and as a member of the Company’s Board of Directors (“Board”) on May 1, 2024. From May 1, 2024 through October 31, 2024, Mr. McMullen is expected to continue his employment with the Company as a senior advisor.

(c) On February 20, 2024, the Board appointed Padraig McDonnell, age 52 and a Senior Vice President of the Company, as Chief Operating Officer (“COO”) and CEO-elect. Upon Mr. McMullen’s retirement, the Board intends to appoint Mr. McDonnell as CEO. The Company also intends to nominate Mr. McDonnell to the Board upon Mr. McMullen’s retirement. Since joining Agilent in 1998, Mr. McDonnell has served in a series of progressively more responsible general management positions and has served as Senior Vice President, Agilent and President of Agilent CrossLab Group since 2020.

In connection with Mr. McDonnell’s appointment as COO, the Compensation Committee of the Board of the Company (the “Committee”) approved the following changes to Mr. McDonnell’s compensation package, effective as of March 1, 2024: (i) an increase in Mr. McDonnell’s annual base salary to $900,000; (ii) an increase in Mr. McDonnell’s target award percentage under the Company’s Performance-Based Compensation Plan for Covered Employees to 100% of annual base salary and (iii) a grant of (x) an option to purchase shares of Company common stock valued at $400,000, (y) restricted stock units of the Company’s common stock in the target amount of $400,000 and (z) performance-based restricted stock units of the Company’s common stock in the target amount of $1,200,000. The stock option, restricted stock units and performance-based restricted stock unit award are subject to the standard terms and conditions of the Company’s forms of equity award agreements under Agilent’s 2018 Stock Plan, as amended. The performance-based restricted stock unit award will vest on October 31, 2026 with the actual payout ranging between 0% and 200% of the target based on the Company’s actual performance against performance goals established by the Committee for the three-year period ending on October 31, 2026. Mr. McDonnell has no family relationship with any directors or executive officers of the Company, nor are there any arrangements or understandings between Mr. McDonnell and any other persons pursuant to which he was selected as an officer of the Company. There are no related party transactions between Mr. McDonnell and the Company reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

The Company issued a press release on February 21, 2024 announcing Mr. McMullen’s plan of retirement and the appointment of Mr. McDonnell as COO and CEO-elect. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

Item 9.01 - Financial Statements and Exhibits.

 

(d) Exhibits

 

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:

 

Exhibit No.		Description
99.1		Press release dated February 21, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			AGILENT TECHNOLOGIES, INC.
Date:	February 21, 2024	By:	/s/ P. Diana Chiu
		Name:	P. Diana Chiu
		Title:	Vice President, Interim General Counsel & Secretary

 

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Agilent CEO Mike McMullen to Retire;

CrossLab Group President Padraig McDonnell Named CEO-Elect

SANTA CLARA, Calif., Feb. 21, 2024– Agilent Technologies, Inc. (NYSE: A) today announced that Padraig McDonnell, president of the Agilent CrossLab Group (ACG) has been named CEO-elect and chief operating officer (COO) of the company, succeeding current President and CEO Mike McMullen who will retire. McDonnell will become Agilent’s president and CEO and join Agilent’s Board of Directors on May 1.

After nearly 40 years with Agilent and its predecessor Hewlett-Packard Co., McMullen will continue as CEO and as a member of the Agilent Board of Directors until May 1. He will then become an adviser to McDonnell and Agilent until his retirement Oct. 31.

“After a thorough succession process, I’m pleased that Padraig McDonnell has been selected as Agilent’s next CEO. This is a clear illustration of the quality and depth of the Agilent team,” said Koh Boon Hwee, chairman of Agilent’s Board of Directors. “I also want to thank Mike for his outstanding leadership as CEO. He is handing the reins over to Padraig at a time of strength for Agilent.

“Padraig has been a success in every role he’s held at Agilent. I’m confident that as Agilent’s next CEO, he will continue that record of success and build on the many achievements that have been attained during Mike McMullen’s nine years as CEO.”

McDonnell, 52, has been president of ACG since May 2020 and was also named chief commercial officer in November 2021.

In his most recent role, McDonnell drove exceptional growth in Agilent’s Services business, with significant improvements in profitability and customer satisfaction. As chief commercial officer he also led the transformation of the customer experience at Agilent by improving the end-to-end customer journey.

Prior to becoming ACG president, McDonnell was vice president and general manager of Agilent’s Chemistries and Supplies Division, a role to which he was named in 2017. He has been in the analytical- and scientific-instrument industry for 26 years, starting his career with Agilent’s predecessor Hewlett-Packard Co. in 1998.

“I am both honored and energized to succeed Mike and become Agilent’s next CEO,” McDonnell said. “Mike has been a great mentor to me, and I welcome his continued support. Agilent’s future will be defined by continued innovation, growth, and a relentless focus on our customers.”

McMullen, 63, has served as Agilent CEO since 2015. Prior to becoming CEO, he was president of the company's Chemical Analysis Group (CAG) from 2009 until November 2014. During his tenure as

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CEO, he led Agilent’s transformation into a market leading life-sciences and diagnostics company after the spin-off of the company’s electronic measurement business, now Keysight Technologies.

Agilent’s market capitalization has nearly tripled during McMullen’s time as CEO. He drove a business and cultural transformation that led to significant improvements in growth and improved profitability. Under McMullen’s leadership, Agilent is consistently ranked among the best companies to work for, which has been key to delivering some of the best financial results in the industry.

“My career with Agilent has been truly special,” McMullen said. “Our mission of advancing the quality of life combined with an outstanding company culture, an incredibly talented team, and our ongoing record of success, are all I could’ve ever asked for during my time with this great company. I look forward to having Padraig take over and moving on to the next chapter of my life. I have no doubt that under Padraig’s leadership the best is yet to come for Agilent.”

With McDonnell becoming CEO-elect and COO, Angelica Riemann, vice president and general manager of ACG’s CrossLab Services Division, will become ACG president. Jonah Kirkwood, vice president of Global Sales, will take on the role of chief commercial officer and lead the One Agilent Commercial Organization. Both will continue to report to McDonnell, effective immediately, along with the leaders of Agilent’s business groups.

“As I think about Agilent’s future,” McDonnell said, “I am excited by the endless possibilities and opportunities that lie in front of us as we help our customers bring great science to life.”

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is a global leader in analytical and clinical laboratory technologies, delivering insights and innovation that help our customers bring great science to life. Agilent’s full range of solutions includes instruments, software, services, and expertise that provide trusted answers to our customers’ most challenging questions. The company generated revenue of $6.83 billion in fiscal 2023 and employs approximately 18,000 people worldwide. To receive the latest Agilent news, please subscribe to the Agilent Newsroom. Follow Agilent on LinkedIn and Facebook.

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Media Contact: Investor Contact:

Tom Beermann Parmeet Ahuja

+1 408-386-5892 +1 408-345-8948

tom.beermann@agilent.com parmeet_ahuja@agilent.com

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Title of 12(b) Security	Common Stock, $0.01 par value
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