Proxy Statement (Form DEF 14A)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

SCHEDULE 14A

5301 Stevens Creek Blvd.

Santa Clara, California 95051

(800) 227-9770

Notice of Annual Meeting of Stockholders

This proxy statement and the accompanying proxy card are being first sent or given to the stockholders on or about February 6, 2026.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is subject to the safe harbors created therein. The forward-looking statements contained herein are generally identified by, but not limited to, the words "believe," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on the beliefs and assumptions of our management and on currently available information. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025 (the "Annual Report"). We undertake no responsibility to publicly update or revise any forward-looking statement.

PROXY SUMMARY

The following is a summary which highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you are urged to read the entire proxy statement carefully before voting.

Voting Matters and Vote Recommendations

We currently expect to consider four items of business at the 2026 annual meeting. The following table lists those items of business and the vote recommendations of the Board of Directors (the "Board").

Director Nominees

The Board is currently divided into three classes serving staggered three-year terms. The following table provides summary information about each of the four director nominees who are being voted on at the annual meeting.

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Corporate Governance

The Board is committed to sound and effective governance practices that it believes promote long-term stockholder value and strengthen Board and management accountability to our stockholders, customers and other stakeholders. As seen in Proposal 4, the Board has regularly reviewed our governance practices and remains committed to evolving our governance practices to ensure that we are aligned with the long-term best interests of our stockholders. The following table highlights many of our key governance practices. Specific details on our governance practices can be found starting on page 16.

Stockholder Engagement

We have a year-round stockholder engagement program that reaches a wide variety of stockholders, market participants and potential investors. This program involves periodic discussions with respect to various matters raised by the Company and our stockholders, such as our business, financial and operating performance, corporate governance initiatives, environmental, social responsibility and governance-related disclosures and practices, human capital management, risk management, compensation and corporate priorities. Feedback and perspectives from investors gathered from our engagement programs are regularly considered by our management team and the Board, as the Company seeks to incorporate valuable investor insights into deliberations and decision-making processes.

Responsiveness to 2025 Stockholder Proposal to Declassify the Board

In response to the support received at our 2025 annual meeting for the non-binding stockholder proposal requesting that the Board take necessary steps to remove the classified Board structure in our Third Amended and Restated Certificate of Incorporation (our "Certificate") and our Third Amended and Restated Bylaws (our "Bylaws"), and at the direction of the Board, members of the Board and management conducted outreach to the holders representing approximately sixty-five percent (65%) of our stockholder base to seek feedback from stockholders on the matter. A significant portion of our stockholder base indicated their support for amending our Certificate and Bylaws to declassify the Board. The feedback we received from our stockholders on this topic was reviewed and discussed with the Board. After careful consideration of the results of the proposal and the stockholder feedback we received, as well as a review of market practices, the Board has recommended that our stockholders approve an amendment to our Certificate to remove the classified Board structure over a three-year period, with all Board members subject to annual elections beginning with our annual meeting in 2029 (see Proposal 4). The Board has also separately approved amendments to our Bylaws to eliminate the classified Board structure contained therein, subject to approval of Proposal 4 at the annual meeting, with all Board members subject to annual elections beginning with our annual meeting in 2029.

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Oversight of Cybersecurity Risk

Our security program is based on industry standards including ISO 27002 Code of Practice, NIST and the COBIT 5 Framework. Our policies, standards and operating procedures provide a comprehensive approach to maintain the confidentiality, integrity, and availability of the data and systems in our environment in order to meet our business goals and customer needs.

Security is a company-wide approach, and we continuously invest in our people, processes and tools to strengthen our security posture to protect both Agilent's and our customers' data. This includes educating our workforce on an on-going basis of cybersecurity threats and their role in our overall security approach. All users, including our employees and third party contractors, are required to complete annual training and to confirm their understanding of and compliance with our "Acceptable Use of Information Systems Policy" to retain access to our systems.

To support our company-wide approach, we have a dedicated IT Information Security and Risk Management (ISRM) department that is accountable for the following key areas: policy, standards and operating procedures, IT compliance, IT risk management, threat and vulnerability management, security awareness and security operations, which includes comprehensive security incident management, reporting and response protocols that are tested and maintained on a regular basis. We also engage external consultants to complete independent program and capability assessments, including scanning of our systems for vulnerabilities. The head of our ISRM organization, together with our Chief Information Officer, provides periodic updates to the Audit and Finance Committee regarding our cybersecurity program, including information about cyber risk management governance and status updates on various projects intended to enhance the overall cybersecurity posture of the Company.

Corporate Responsibility

Our mission is to advance the quality of life, and our commitment to corporate responsibility is aligned with our mission and our core business objectives. In the past year, we have continued to take proactive actions to protect the health and safety of our employees, customers, partners and suppliers. We previously announced our commitment to achieve net-zero greenhouse gas emissions by 2050. We believe that, with our culture of innovation, we are in a strong position to contribute important solutions to reducing greenhouse gas emissions. As a company, we are committed to continued sustainable business operations, thoughtful corporate responsibility initiatives and maintaining governance structures that promote effective oversight.

Environmental Sustainability

In 2021, we announced our commitment to achieve net-zero greenhouse gas emissions by 2050. In 2023, we announced near and long term greenhouse gas emission reduction targets. To provide investors with meaningful sustainability information, we also announced that we will report on climate-related risks based on the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and on other sustainability matters with reference to the standards promulgated by the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI).

People and Culture

As a global company, much of our success is rooted in our commitment to a work culture that values broad perspectives, respect for others, and strong engagement across the Company. Agilent is proud to be an equal opportunity employer. We believe in a workforce where employees with different perspectives and backgrounds are engaged and encouraged to leverage their collective talents.

Oversight and Management of Corporate Responsibility

The Board, through its Nominating/Corporate Governance Committee, oversees Agilent's corporate responsibility strategy. The Nominating/Corporate Governance Committee formally oversees our corporate responsibility efforts, including our sustainability initiatives, within the organization and reports to the Board on a regular basis. The Board and its Compensation Committee oversee the administration of the Company's employee benefits, including health and compensation plans. The Board, through its Audit and Finance Committee, oversees our enterprise risk management program, which encompasses our risks related to corporate responsibility matters. The charters of the Nominating/Corporate Governance Committee, the Audit and Finance Committee and the Compensation Committee can be accessed by clicking on "Committee Charters" in the "Governance" section of our investor relations web page at www.investor.agilent.com.

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2026 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

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PROPOSAL 1 - ELECTION OF DIRECTORS

The Board is currently divided into three classes each serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. Our Bylaws allow the Board to fix the number of directors by resolution. The Board currently consists of eleven directors divided into three classes. As noted in Proposal 4, Agilent is asking our stockholders to approve declassifying the Board over a three-year period, so that, beginning in 2029, all directors will be elected annually.

The terms of our four Class II directors will expire at this annual meeting. The current composition of the Board, the current term expiration year for each director class, and the year in which each director class will become subject to annual election if Proposal 4 passes are as follows:

Please review our Director Qualifications Matrix and related disclosure below for deeper insight into the skills, experiences and qualifications of our carefully constructed Board as a whole.

About Agilent

Agilent Technologies, Inc. ("we", "Agilent" or the "Company") 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. During fiscal year 2025, our three business segments are comprised of Life Sciences and Diagnostics Markets ("LDG"), Applied Markets ("AMG") and Agilent CrossLab ("ACG").

Director Qualification Matrix

The members of the Board have a robust mix of experience and a wide variety of backgrounds, skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of our stockholders. The following matrix is provided to illustrate the knowledge, skills and experience of the directors that serve on the Board. The matrix also includes select demographical information on our Board members. The matrix does not encompass all of the knowledge, skills and experience of our directors, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. However, a checkmark indicates a specific area of focus or expertise that the director brings to the Board. The determination of which particular knowledge, skill or experience is an area of focus or expertise for a director is based on their prior business and industry experience, training and background. More information on each director's qualifications and background can be found in the following director biographies. The Board regularly reviews the attributes required of our Board members in order to better facilitate our long-term goals and operational performance, enhance our corporate culture and promote a strong Board. As part of our governance practices, we regularly look at refreshment of the Board. The Board believes that it is critical to maintain a mix of new and experienced independent members to ensure that the Board is providing continuity, a deep understanding of our business and fresh perspectives. Accordingly, as the Board refreshes its membership it looks to maintain a good balance between the service categories of approximately 1-5 years, 6-10 years and over 10 years. During fiscal year 2025, our longest serving Board member, Heidi Kunz, retired and our two newest members, Judy Gawlik Brown and Pascal Soriot, joined. At this time the Board consists of five members who have served 1-5 years, two members who have served 6-10 years and four members who have served over 10 years.

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Director Nominees for Election to New Three-Year Terms That Will Expire in 2029

Directors elected at the 2026 annual meeting will hold office for a three-year term expiring at the annual meeting in 2029 (or until their respective successors are elected and qualified, or until their earlier death, resignation or removal). All nominees are currently serving as our directors. To the best knowledge of the Board, all of the nominees are able and willing to serve. Each nominee has consented to be named in this proxy statement and to serve if elected. Information regarding each nominee is provided below as of December 31, 2025. There are no family relationships among our executive officers and directors.

Ms. Brown is the Founder of Downtown Advisory, a Los Angeles based consultancy specializing in consumer healthcare, wellness, biotechnology and pharmaceutical clients, founded in November 2023. Previously, Ms. Brown served as Senior Vice President, Corporate Affairs of Amgen Inc., a global leader in biotechnology, from October 2018 through December 2022, and as Senior Vice President Global Business Solutions & Finance from April 2017 to October 2018. Prior to Amgen Inc., Ms. Brown served as Executive Vice President and Chief Financial Officer and Chief Business Officer of Perrigo Company ("Perrigo"), a global healthcare supplier of over-the-counter pharmaceutical products, from 2006 until her departure in February 2017, and as Vice President and Controller from 2004 to 2006. Prior to working at Perrigo, Ms. Brown worked for eight years at EY, a global accounting and advisory firm. Since 2008, Ms. Brown has served as an independent director for Belden Inc., where she serves as the chair of their Finance Committee and a member of the Audit Committee and has overseen multiple CEO transitions, portfolio transformations and leadership team evolutions.

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Qualifications

Ms. Brown has deep knowledge of the healthcare and biotech industries and possesses significant experience in management and financial matters, having served as Chief Financial Officer and other executive positions of large public companies. Ms. Brown brings public company director experience and knowledge of public company management and governance practices. In addition, Ms. Brown is a certified public accountant with eight years of experience working domestically and internationally with EY.

Ms. Rataj was a member of the board of directors of Cabot Corporation ("Cabot"), a global specialty chemicals and performance materials company, from September 2011 to May 2024. She retired as the independent Chairperson of the Board of Directors of Cabot in October 2023. She was Chief Executive, Petrochemicals of BP p.l.c. ("BP"), a global energy company, until she retired in April 2011. In this role, she held responsibility for all of BP's global petrochemical operations. Prior thereto, Ms. Rataj held a variety of senior management positions with BP, most recently serving as Group Vice President, Health, Safety, Operations and Technology for the Refining and Marketing Segment.

Qualifications

Ms. Rataj possesses significant leadership experience and business expertise from her executive positions with BP. Ms. Rataj has lived and worked extensively in the Asia Pacific and European regions and brings a global perspective to the Board. In addition, Ms. Rataj brings public company director experience and knowledge of public company management and governance practices.

Dr. Scangos retired as Chief Executive Officer of Vir Biotechnology, Inc. ("Vir Biotechnology"), a clinical-stage biopharmaceutical company, in April 2023, where he also served as a director from January 2017 to May 2025. Dr. Scangos has served on the board of directors of Voyager Therapeutics, Inc. since May 2023. He is a co-founder and the Chairperson of the Board of Rezo Therapeutics, Inc., a privately-held biotechnology company, since May 2023. From July 2010 to January 2017, Dr. Scangos served as the Chief Executive Officer and is a member of the board of directors of Biogen Inc., a biopharmaceutical company. From 1996 to July 2010, Dr. Scangos served as the President and Chief Executive Officer of Exelixis, Inc., a drug discovery and development company. From 1993 to 1996, Dr. Scangos served as President of Bayer Biotechnology, a multinational pharmaceutical and biotechnology company, where he was responsible for research, business development, process development, manufacturing, engineering and quality assurance of Bayer's biological products. Before joining Bayer in 1987, Dr. Scangos was a Professor of Biology at Johns Hopkins University beginning in 1981. Dr. Scangos served as the Chair of the California Healthcare Institute in 2010 and was a member of the board of the Global Alliance for TB Drug Development from 2006 until 2010. He currently serves on the board of advisors of the University of California, San Francisco and is an Adjunct Professor of Biology at Johns Hopkins University.

Qualifications

Dr. Scangos has extensive training as a scientist, possesses significant knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, and has a comprehensive leadership background resulting from service on both public and private company boards of directors and as an executive in the pharmaceutical industry.

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Since February 2023, Mr. Wilson has served on the board of Siemens Healthineers AG, a multinational company specializing in medical technology. From September 2012 to April 2021, Mr. Wilson served as President and Chief Executive Officer of Varian Medical Systems, Inc. ("Varian"), a healthcare company. Prior to that, Mr. Wilson served in various capacities with Varian, including as Executive Vice President and Chief Operating Officer from October 2011 to September 2012 and as Vice President, Varian Medical and President of Varian Medical Oncology Systems business from January 2005 to September 2011. Prior to joining Varian Medical in 2005, Mr. Wilson held various senior management positions with GE Healthcare Technologies, Inc. ("GE Healthcare"), a health technology company.

Qualifications

Mr. Wilson has a deep knowledge of the medical and healthcare industries as well as significant experience in management and financial matters through serving as President and Chief Executive Officer of Varian. He also has critical insight into operational requirements of a company with worldwide reach, knowledge of corporate and business unit strategies and operational expertise, gained from his executive management experience at GE Healthcare and Varian. In addition, Mr. Wilson brings public company director experience and knowledge of public company management and governance practices.

Vote Required

Under our majority voting standard, in uncontested elections of directors, such as this election, each director must be elected by the affirmative vote of a majority of the votes cast by the shares present at the annual meeting or represented by proxy and entitled to vote. A "majority of the votes cast" means that the number of votes cast "FOR" a director must exceed 50% of the votes cast with respect to that director, including votes to withhold authority. Abstentions and broker non-votes will not count as a vote cast and thus will have no effect in determining whether a director nominee has received a majority of the votes cast.

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Directors Whose Terms are not Expiring in 2026

The directors whose terms are not expiring this year and who will continue to serve as a director are listed below. They will continue to serve as directors for the remainder of their terms or such other date, in accordance with our Bylaws. Information regarding each of such directors is provided below as of December 31, 2025.

Directors Whose Terms Expire in 2027

Ms. Anand has served as President & Chief Customer Experience Officer of Microsoft Corporation ("Microsoft"), a technology company, since October 2025. As Chief Customer Experience Officer of Microsoft, she leads the end-to-end delivery of technical services and AI implementations across Microsoft's global customer base. Her team orchestrates complex deployments of advanced AI solutions-including large language models, agentic systems, and intelligent automation-integrated seamlessly in enterprise environments. The team drives measurable business outcomes by aligning technical execution with customer success, accelerating time-to-value, and enabling scalable transformation. Ms. Anand previously served as Corporate Vice President, Customer Experience of Microsoft from November 2019 to September 2025. Prior to joining Microsoft, she served as President, Intelligent Enterprise Solutions and Industries of SAP SE, a software company, from October 2016 to October 2019. Ms. Anand served as Senior Vice President, Data & Analytics and Automation Software Platform group at Cisco Systems, Inc. ("Cisco"), a digital communications technology company, from July 2014 to October 2016 and as Vice President and General Manager, Services Platform Group at Cisco from October 2007 to June 2014. Prior to that, Ms. Anand held various senior executive positions in software products, go-to-market, services, and technology businesses and served as the entrepreneur-in-residence for Kleiner Perkins, a venture capital firm.

Qualifications

Ms. Anand possesses significant leadership and experience in software and analytics, including holding multiple technology patents from her time at Cisco, which provides her valuable insight into the role of digital technology in the life science field. In addition, Ms. Anand has executive and operation expertise gained from executive management experience at large, global organizations.

Mr. Koh has served as the Independent Chairperson of the Board since March 2017. Since January 2023, Mr. Koh has been the Chairman and Non-Executive and Independent Director of the Singapore Exchange Ltd. He has been the Chairman and General Partner of Altara Ventures Pte. Ltd., a venture capital fund, since December 2011. Since April 2021, Mr. Koh has served as the Non-Executive Chairperson and Non-Executive Director of Sunningdale Tech Ltd., a manufacturing company that has been privately held since April 2021 ("Sunningdale Tech"). While Sunningdale Tech was a public company, Mr. Koh served as the Non-Executive Chairman and Non-Executive Director from January 2009 to March 2021, and as its Executive Chairman and Chief Executive Officer from July 2005 to January 2009. He served as the Chairperson and Non-Executive Director of Far East Orchard Ltd., a real estate company, from April 2013 to April 2022; as the Chairman, Independent and Non-Executive Director of Yeo Hiap Seng Ltd., a Singaporean beverage company, from April 2010 to December 2019; as Executive Director of MediaRing Limited, a communications company ("MediaRing"), from February 2002 to August 2009; as Chairperson of the board of directors of DBS Bank Ltd. ("DBS Bank") from January 2006 to April 2010; as Chairperson of the board of directors of Singapore Airlines from July 2001 to December 2005 and Chairperson of the board

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of directors of Singapore Telecom from April 1992 to August 2001. Mr. Koh previously spent 14 years with Hewlett-Packard Company ("Hewlett-Packard") in its Asia Pacific region.

Qualifications

Mr. Koh possesses a strong mix of leadership and operational experience from his various senior positions with multiple private and public companies, such as Sunningdale Tech, MediaRing Limited, DBS Bank, Singapore Airlines and Singapore Telecom. In addition, Mr. Koh has deep experience in the Asia Pacific region and brings that knowledge and perspective to the Board. Mr. Koh has extensive experience with our Company and its predecessor, Hewlett-Packard, having served on the Board for over 20 years and having spent 14 years with Hewlett-Packard. In addition, Mr. Koh brings public company director experience and knowledge of public company management and governance practices.

Mr. McDonnell has served as our President and Chief Executive Officer since May 2024. From February 2024 to May 2024, he served as Senior Vice President, Chief Operating Officer, and CEO-elect. Mr. McDonnell served as Agilent's Chief Commercial Officer and President of Agilent CrossLab Group from November 2021 to February 2024. From May 2020 to November 2021, he served as Senior Vice President of Agilent and President of Agilent CrossLab Group. From November 2016 to April 2020, he served as Vice President and General Manager of the Chemistries and Supplies Division. Prior to that, he served as Vice President and General Manager of Laboratory Solutions Sales for the EMEAI region. Mr. McDonnell has previously held a variety of positions with Agilent and Hewlett-Packard.

Qualifications

Mr. McDonnell has broad and deep experience with the Company and its businesses having been an employee of the Company and its predecessor, Hewlett-Packard, for over 28 years. During his career, he has developed considerable expertise in, and in-depth knowledge of, our businesses from the perspective of an individual contributor and at numerous levels of management. This perspective, as well as serving as the Company's Chief Executive Officer, provides valuable insight to the Board.

Dr. Podolsky has served as President of the University of Texas Southwestern Medical Center, a leading academic medical center, patient care provider and research institution, since September 2008. Previously, Dr. Podolsky also served concurrently as Mallinckrodt Professor of Medicine at Harvard Medical School and the Chief of Gastroenterology at Massachusetts General Hospital. From 2005 to 2008, Dr. Podolsky served as Chief Academic Officer and Faculty Dean, Academic Programs of Partners Healthcare System, Inc., a non-profit health care system committed to patient care, research, teaching and service. Dr. Podolsky holds the Philip O'Bryan Montgomery, Jr., M.D. Distinguished Presidential Chair in Academic Administration, and the Charles Cameron Sprague Distinguished Chair in Biomedical Science. He is a former President of the American Gastroenterological Association and, in 2008, was elected to the National Academy of Medicine. Dr. Podolsky is a member of the board of the Southwestern Medical Foundation.

Qualifications

Dr. Podolsky brings deep scientific expertise to the Board. His current responsibilities in leading a large academic medical center give him relevant insight into healthcare delivery, and he brings that knowledge and insight to the Board.

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Directors Whose Terms Expire in 2028

Since 2019, Dr. Brawley has served as the Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University. From 2007 to 2018, he served as the Chief Medical and Scientific Officer at the American Cancer Society. He served as an Internist and Oncologist and Professor of Hematology, Oncology, Medicine and Epidemiology at Emory University from 2001 to 2018. Dr. Brawley has served on the board of directors of Incyte Corporation, a public biotechnology company, since September 2021, the board of directors of Lyell Immunopharma, Inc., a public biotechnology company, since April 2021, and the board of directors of PDS Biotechnology Corp, a public biotechnology company, since November 2020.

Qualifications

Dr. Brawley brings to the Board scientific expertise and relevant insight into healthcare delivery through his current responsibilities in a leading large academic medical center. In addition, Dr. Brawley brings considerable public company director experience.

Since March 2025, Dr. Dolsten has served as the Founding CEO and Chairman of the Board of Quarry Thera, LLC, a biotechnology company. Previously, he served as President of Worldwide Research, Development and Medical, Chief Scientific Officer and Executive Vice President of Pfizer, Inc. ("Pfizer"), a public biopharmaceutical company, from 2010 to January 2025 and as advisor to the CEO from January 2025 to February 2025. Dr. Dolsten has served as President of Worldwide Research and Development and Senior Vice President of Pfizer from May 2010 until December 2010 and President of Pfizer BioTherapeutics Research & Development Group and Senior Vice President of Pfizer from 2009 until 2010. From 2008 to 2009, Dr. Dolsten served as Senior Vice President of Wyeth Pharmaceuticals, Inc. ("Wyeth"), a public biopharmaceutical company that was acquired by Pfizer in 2009, and President of Wyeth Research from 2008 to 2009. Prior to joining Wyeth, Dr. Dolsten was a Private Equity Partner at Orbimed Advisors, LLC and Executive Vice President, Head of Pharma Research at Boehringer Ingelheim, a pharmaceutical company. Dr. Dolsten also previously held research leadership positions at AstraZeneca PLC ("AstraZeneca"), Pharmacia and Upjohn Company. Dr. Dolsten served on the board of directors of Karyopharm Therapeutics Inc., a public pharmaceutical company, from March 2015 to December 2021, and on the board of directors of Vimian Group AB, a public company supporting veterinary professionals, from April 2021 to May 2024. Since September 2024, Dr. Dolsten has served on the board of directors of Rocket Pharmaceuticals, Inc., a public biopharmaceutical company. Additionally, Dr. Dolsten is a board member of several private biotechnology and AI oriented companies.

Qualifications

Dr. Dolsten has significant experience in the pharmaceutical and biotechnology industries, including his experience serving in senior management positions with Pfizer, Wyeth, Boehringer Ingelheim, AstraZeneca, Pharmacia and Upjohn Company. In addition, Dr. Dolsten brings considerable public company director experience as well as extensive experience within our industry and expertise in business finance.

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Mr. Soriot has served as an Executive Director on the board of directors and Chief Executive Officer of AstraZeneca since October 2012. Prior to joining AstraZeneca, Mr. Soriot served as the Chief Operating Officer of Roche Pharma AG ("Roche") from January 2010 until August 2012. Prior to that, he served as the Chief Executive Officer of Genentech, Inc. from April 2009 to 2010, until its merger with Roche. In 2022, Mr. Soriot received a knighthood for services to life sciences and leadership in the global response to the COVID-19 pandemic. Mr. Soriot has also served as a director of Sustainable Markets Initiative Limited since April 2023.

Qualifications

Mr. Soriot has significant experience leading one of the world's largest pharmaceutical companies, and brings to the Board his extensive experience in the life sciences industry and previous leadership and management roles.

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

Directors who are employed by us do not receive any compensation for their Board services. As a result, Mr. McDonnell, our Chief Executive Officer, received no additional compensation for his services as a director. The general policy of the Board is that compensation for non-employee directors should be a mix of cash and equity-based compensation that is competitive with the compensation paid to non-employee directors within our peer group. The non-employee directors' compensation plan year begins on March 1 of each year (the "Plan Year").

Summary of Non-Employee Director Annual Compensation for the 2025 Plan Year

The table below sets forth the annual retainer, equity grants and applicable committee retainers for the non-employee directors for the 2025 Plan Year. Each non-employee director may elect to defer all or part of the cash compensation and the stock award to the 2005 Deferred Compensation Plan for Non-Employee Directors ("Director Deferral Plan"). Any deferred cash compensation is notionally invested into deferred shares of our common stock.

A non-employee director who joins the Board after the start of the Plan Year will have his or her cash retainer, equity grant and applicable committee retainer prorated based upon the remaining days in the Plan Year that the director will serve on the Board and on the applicable committee.

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Non-Employee Director Compensation for Fiscal Year 2025

The table below sets forth information regarding the compensation earned by each of our non-employee directors during the fiscal year ended October 31, 2025:

Non-Employee Director Reimbursement

Non-employee directors are reimbursed for travel and other out-of-pocket expenses incurred in connection with their service on the Board.

Non-Employee Director Stock Ownership Guidelines

Non-employee directors are required to own shares of our common stock having a value of at least six times an amount equal to the annual cash retainer. The shares counted toward the ownership guidelines include shares owned outright and the shares of our common stock in the non-employee director's deferred compensation account. For recently appointed non-employee directors, these ownership levels must be attained within five years from the date of their initial election or appointment to the Board. All of our incumbent non-employee directors have either achieved the recommended ownership level or are expected to achieve the recommended ownership level within five years of their initial election or appointment to the Board.

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CORPORATE GOVERNANCE

We have had formal corporate governance standards in place since our inception in 1999. We have reviewed internally and with the Board the provisions of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act"), the rules of the Securities and Exchange Commission ("SEC") and the New York Stock Exchange's ("NYSE") corporate governance listing standards regarding corporate governance policies and processes and are in compliance with the rules and listing standards. We also regularly review the published guidelines of our major stockholders and the annual updated guidance of the major proxy advisory firms. The Board regularly discusses trends in corporate governance.

We have adopted charters for our Audit and Finance Committee, Compensation Committee, Executive Committee and Nominating/Corporate Governance Committee consistent with the applicable rules and standards. The Board and its Committees regularly review and update the committee charters, as needed, for changes in rules and standards. Our committee charters, Amended and Restated Corporate Governance Standards, Standards of Business Conduct and Director Code of Ethics are located in the Investor Relations section of our website and can be accessed by clicking on "Committee Charters" for the committee charters or "Governance Documents" for the other documents in the "Governance" section of our investor relations web page at www.investor.agilent.com.

Board Leadership Structure

We currently separate the positions of Chief Executive Officer and Chairperson of the Board. Mr. Koh was appointed Chairperson of the Board in March 2017. The responsibilities of the Chairperson of the Board include: setting the agenda for each Board meeting in consultation with the Chief Executive Officer; chairing the meetings of the full Board as well as meetings of the independent directors; and facilitating and conducting, with the Nominating/Corporate Governance Committee, the annual self-assessments by the Board and each standing committee of the Board, including periodic performance reviews of individual directors. Separating the positions of Chief Executive Officer and Chairperson of the Board allows our Chief Executive Officer to focus on our day-to-day business and long-term business strategy, while allowing the Chairperson of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. The Board believes that having an independent director serve as Chairperson of the Board is the appropriate leadership structure for the Company at this time.

Our Corporate Governance Standards permit the Board to fill the roles of the Chairperson of the Board and the Chief Executive Officer with the same or different individuals. This provides the Board with flexibility to determine whether the two roles should be combined in the future based on our needs and the Board's assessment of our leadership from time to time. Our Corporate Governance Standards further provide that in the event that the Chairperson of the Board is also the Chief Executive Officer, the Board will consider the appointment of an independent Board member as a lead independent director.

In 2022, we amended the Corporate Governance Standards to remove the mandatory retirement age for directors. The Board made the change in recognition of the contribution that experienced directors, with knowledge of the company, bring to effective Board oversight and of the active role the Board plays in director refreshment and management. The Board believes that the skill-set and perspectives of its members should remain sufficiently current and broad in dealing with current and changing business dynamics, and therefore seeks to maintain a balance of directors with varying lengths of service and ages. The Board recognizes that a mandatory retirement age may have the unintended consequence of forcing the Board and the Company to lose the contribution of directors who, over time, have developed increased knowledge of and valuable insight into the Company and its operations. The Board also believes that there are other, more effective and tailored means to ensure the Board has the right mix of skill-sets, backgrounds and experience, including periodic Board refreshment and robust annual self-assessments. The Nominating/Corporate Governance Committee continues to evaluate the Board members annually and evaluate Board refreshment to ensure the Board continues to reflect the success of our business and represent our stockholders' interests by evaluating our directors qualifications, skills, background and experience.

Board Assessment

We annually evaluate the performance of the Board and its Committees. The Board believes it is important to assess both its overall performance and the performance of its Committees and to solicit and act upon feedback received, where appropriate. As part of the Board's self-assessment process, directors consider various topics related to Board composition, structure, effectiveness, and responsibilities, as well as the overall mix of director skills, experience, and backgrounds. From time to time, these evaluations are conducted by an independent third party to refresh the process and to provide additional perspectives.

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Board's Role in Strategy and Risk Oversight

One of the key responsibilities of the Board is to engage deeply with management on our strategy, strategic planning process and business-related priorities as we navigate an evolving industry environment, consider industry trends, our competitive position, technological developments and stakeholder-related developments relevant to our business. The Board conducts a comprehensive review of the Company's strategic plans and overall business every year and works with management to evaluate potential opportunities and risks and assess the Company's progress in meeting its various strategic goals. This process enables the Board to oversee, assess and consider adjustments with management to the Company's strategy over the short, intermediate and long term.

The Board has the ultimate responsibility for, and is actively engaged in, oversight of the Company's risk management both at the full Board level and through its Committees. The full Board is kept abreast of risk oversight and other activities of its Committees through reports by the Committee chairpersons to the full Board during Board meetings. Senior management may also provide risk assessment reports directly to the Board on certain issues, including by invitation of the Board.

The Audit and Finance Committee has primary responsibility for overseeing our enterprise risk management program, which encompasses, among other topics, the primary risks facing the Company and associated risk mitigation measures, including in areas of compliance and regulatory, information technology and cybersecurity, environmental and sustainability, and key site safety and public health. The Audit and Finance Committee receives updates and discusses individual and overall risk areas during its meetings, including our financial risk assessments, cybersecurity program and cyber risk management governance, risk management policies and major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Compensation Committee oversees risks associated with our compensation policies and practices with respect to both executive compensation and compensation generally. The Compensation Committee receives reports from management and discusses whether our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee also oversees risks relating to organization talent and culture and human capital management.

The Nominating/Corporate Governance Committee oversees matters related to corporate responsibility, including director independence, Board composition and succession and overall Board effectiveness, as well as opportunities associated with sustainability-related matters and potential impacts of environmental and social issues on the Company.

Majority Voting for Directors

Our Bylaws provide for majority voting of directors regarding director elections. In an uncontested election, any nominee for director shall be elected by the vote of a majority of the votes cast with respect to the director. A "majority of the votes cast" means that the number of shares voted "FOR" a director must exceed 50% of the votes cast with respect to that director, including votes to withhold authority. Abstentions and broker non-votes will not count as a vote cast and thus will have no effect in determining whether a director nominee has received a majority of the votes cast. If a director is not elected due to a failure to receive a majority of the votes cast and his or her successor is not otherwise elected and qualified, in accordance with our Bylaws, the director shall promptly offer to tender his or her resignation following certification of the stockholder vote.

The Nominating/Corporate Governance Committee will consider the resignation offer and recommend to the Board whether to accept or reject it, or whether other action should be taken. The Board will act on the Nominating/Corporate Governance Committee's recommendation within 90 days following certification of the stockholder vote and disclose their decision and the rationale behind it. Any director who tenders his or her offer to resign pursuant to our Bylaws shall not participate in the Nominating/Corporate Governance Committee recommendation or the Board action regarding whether to accept the resignation offer.

Board Communications

Stockholders and other interested parties may communicate with the Board and the Independent Chairperson of the Board by filling out the form at "Contact the Chairperson" under "Governance" at www.investor.agilent.com or by writing to Koh Boon Hwee, c/o Agilent Technologies, Inc., Chief Legal Officer, 5301 Stevens Creek Blvd., MS 1A-11, Santa Clara, California 95051. The Chief Legal Officer will perform a legal review in the normal discharge of duties to ensure that communications forwarded to the Independent Chairperson preserve the integrity of the process. For example, items that are unrelated to the duties and responsibilities of the Board such as spam, junk mail and mass mailings, product complaints, personal employee complaints, product inquiries, new product

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suggestions, resumes and other forms of job inquiries, surveys, business solicitations or advertisements (the "Unrelated Items") will be logged, but not be forwarded to the Independent Chairperson. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be forwarded to the Independent Chairperson.

Any communication that is relevant to the conduct of our business and is not forwarded will be retained for one year (other than the Unrelated Items) and made available to the Independent Chairperson and any other independent director on request. The independent directors grant the Chief Legal Officer discretion to decide what correspondence shall be shared with our management and specifically instruct that any personal employee complaints be forwarded to our Human Resources Department, as appropriate.

Director Stockholder Meeting Attendance

We encourage, but do not require, our directors to attend the annual meeting of stockholders. Two of our directors attended the 2025 annual meeting of stockholders.

Director Independence

We have adopted standards for director independence in compliance with the NYSE corporate governance listing standards. These independence standards are set forth in our Corporate Governance Standards. The Board has affirmatively determined that all of our directors meet these independence standards with the exception of Padraig McDonnell because of his role as our President and Chief Executive Officer.

Our independent directors meet at regularly scheduled executive sessions without management. The Independent Chairperson of the Board presides at executive sessions of the independent directors.

Compensation Committee Member Independence

We have adopted standards for Compensation Committee member independence in compliance with the NYSE corporate governance listing standards. In affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board considers all factors specifically relevant to determining whether such director has a relationship to the company or any of its subsidiaries which is material to such director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

Director Nomination Criteria: Qualifications and Experience

The Nominating/Corporate Governance Committee will consider director candidates for nomination by stockholders, provided that the recommendations are made in accordance with the applicable procedures in our Bylaws as described in the section entitled "General Information" located at the end of this proxy statement. Candidates recommended for nomination by stockholders that comply with these procedures will receive the same consideration as other candidates recommended by the Nominating/Corporate Governance Committee.

We typically hire a third-party search firm to help identify and facilitate the screening and interview process of candidates for director. To be considered by the Nominating/Corporate Governance Committee, a director candidate must have:

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In addition to these minimum requirements, the Nominating/Corporate Governance Committee will also consider whether the candidate's skills are complementary to the existing Board members' skills; the composition of the Board with respect to factors such as experience in technology, manufacturing, finance and marketing and international experience; and the Board's needs for specific operational, management or other expertise. The Nominating/Corporate Governance Committee from time to time reviews the appropriate skills and characteristics required of Board members. In evaluating potential candidates for the Board, the Nominating/Corporate Governance Committee considers these factors in the light of the specific needs of the Board at that time. The search firm screens the candidates, does reference checks, prepares a biography of each candidate for the Nominating/Corporate Governance Committee to review and helps set up interviews. The Nominating/Corporate Governance Committee and our Chief Executive Officer interview candidates that meet the criteria, and the Nominating/Corporate Governance Committee selects candidates that best suit the Board's needs. From time to time, the Board may ask other members of management, such as our Chief Financial Officer and Chief Legal Officer, to meet with candidates.

Our Bylaws provide a proxy access right for stockholders, pursuant to which a stockholder, or a group of up to 20 stockholders, owning at least three percent of our outstanding common stock continuously for at least three years, may nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or twenty percent of the Board, subject to certain limitations and provided that the stockholders and the nominees satisfy the requirements specified in our Bylaws.

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Committees of the Board of Directors

The Board met five times in fiscal year 2025. Each director attended at least 75% of the aggregate number of Board and applicable committee meetings held when the director was serving on the Board and the applicable committee. Set forth below are the four standing committees of the Board, their primary duties, their members and the number of meetings held during fiscal year 2025.

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Related Person Transactions Policy and Procedures

Our Standards of Business Conduct and Director Code of Ethics require that all employees and directors avoid conflicts of interests that interfere with the performance of their duties or the best interests of the company. In addition, we have adopted a written Related Person Transactions Policy and Procedures (the "Related Person Transactions Policy") that prohibits any of our executive officers, directors or any of their immediate family members from entering into a transaction with the Company, except in accordance with the policy. For purposes of the policy, a "related person transaction" includes any transaction involving the Company and any related person that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Our Related Person Transactions Policy provides that the Nominating/Corporate Governance Committee or, at the Nominating/Corporate Governance Committee's request, the disinterested members of the Board review related person transactions in accordance with the terms of the policy. In making the determination whether to approve or ratify a transaction, the Nominating/Corporate Governance Committee or the disinterested members of the Board shall consider all relevant available information and, as appropriate, must take into consideration the following:

The Related Person Transactions Policy provides for standing pre-approval of the following transactions with related persons:

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Transactions with Related Persons

We purchase services, supplies, and equipment in the normal course of business from many suppliers and sell or lease products and services to many customers. In some instances, these transactions occur with companies with which members of our management or Board have relationships as directors or executive officers. For transactions entered into during fiscal year 2025, no related person had or will have a direct or indirect material interest. While not required under the policy, the members of the Nominating/Corporate Governance Committee, excluding the respective related person for his or her company's transactions only, reviewed, approved and ratified certain ordinary course commercial transactions with AstraZeneca, Pfizer, and the University of Texas Southwestern Medical Center ("UTSW").

Pascal Soriot is the Chief Executive Officer and President of AstraZeneca and Daniel K. Podolsky, M.D., is the President of UTSW. During fiscal year 2025, Mikael Dolsten, M.D., Ph.D., served as the President of Worldwide Research, Development and Medical, Chief Scientific Officer and Executive Vice President of Pfizer and retired from Pfizer in all capacities in February 2025.

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COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy statement describes the compensation arrangements for our Named Executive Officers ("NEOs") for fiscal year 2025 and provides an overview of the compensation policies and practices applicable to our NEOs.

Table of Contents:

Our NEOs for fiscal year 2025 are as follows:

Executive Summary

Chief Financial Officer Transition

Effective July 31, 2025, Mr. McMahon resigned from his position as Agilent's Senior Vice President, CFO. Effective 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.

In consultation with its independent compensation consultant, the Board recognized Mr. Gonsalves' interim appointment with two incremental pay actions for taking on additional responsibility:

On 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. Upon 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.

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In connection with Mr. Elinoff's employment, the Compensation Committee approved the following compensation package:

Financial Performance Highlights

Year-over-year financial results as compared to fiscal year 2024 results:

Key Fiscal Year 2025 Highlights

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Planned Changes for Fiscal Year 2026

The 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. For 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. These changes strengthen alignment with the CEO's strategic goals and enhance differentiation based on performance. For 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. Short-term incentive payouts will still be capped at 200%. The 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. PSU awards will be earned solely based on 3-year relative TSR performance against the S&P 500 Healthcare Index (with the Materials Index removed). RSUs will continue to vest ratably over 4 years. Along 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. The Company will discontinue the use of stock options.

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Compensation Governance and Principles

Governance Practices

Our 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. Following are key provisions of our pay practices that we believe best serve stockholders.

* See "Additional Information Compensation Risk Controls" section below for details.

Principles for Determining Executive Pay

Our executive pay decisions are grounded in a core philosophy that applies to all elements of compensation. Our compensation philosophy is intended to:

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The following principal elements of compensation are provided under our executive compensation program:

Our 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 business units against specific targets, and (iii) individual performance. These three factors are considered in positioning base salaries, determining earned short-term incentives and determining long-term incentive grant values.

Independent Compensation Committee and Consultant

The Compensation Committee is composed solely of independent members of the Board and operates under a Board-approved charter which outlines the Committee's major duties and responsibilities. This charter can be accessed by clicking on "Committee Charters" in the "Governance" section of the web page at www.investor.agilent.com.

Semler Brossy, our independent compensation consultant, does not perform any other work for us, does not trade our stock, has independence policies that are reviewed annually and has agreed to proactively notify the Compensation Committee chair of any potential or perceived conflicts of interest. The Compensation Committee found no conflict of interest during fiscal year 2025.

For fiscal year 2025, our independent compensation consultant advised the Compensation Committee on several compensation matters, including but not limited to:

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Role of Management

The CEO and the Chief Human Resources Officer consider the performance, capabilities and scope of responsibilities of each of our named executive officers, other than the CEO, and the compensation package they believe will attract, retain and motivate these senior leaders. The Chief Human Resources Officer does not provide input on setting her own compensation. A comprehensive analysis is conducted using a combination of the market data based on our compensation peer group and proxy data, performance against targets, and overall performance assessment. This data is used to determine if an increase recommendation in compensation is warranted and the amount and type of any increase for each of the total compensation components for the then-current fiscal year. After consulting with the Chief Human Resources Officer, the CEO makes compensation recommendations for each of our NEOs, other than for his own compensation, to the Compensation Committee, at its first meeting of the fiscal year. Members of our legal department, including our Chief Legal Officer, regularly provide legal support to the Compensation Committee, but do not participate in meetings where their own compensation is being discussed.

Process for Determining Compensation

To determine total target compensation for fiscal year 2025, the Compensation Committee considered:

Our independent compensation consultant presents and analyzes market data for each officer position and provides insight on market practices for the Compensation Committee's review. Our consultant also collaborates with the Compensation Committee Chair to develop CEO pay recommendations. The Compensation Committee then approves the form and amount of compensation for all executive officers after considering the market data, company, business unit and individual performance, and the CEO's compensation recommendations for his staff.

Peer Group for Executive Compensation

Each year, the Compensation Committee meets with our independent compensation consultant to review and approve the peer group companies that satisfy our selection criteria. For fiscal year 2025, our executive compensation peer group consisted of the 32 companies listed below, including 28 companies from the S&P 500 Health Care Index (excluding the Health Care Distributors, Health Care Facilities and Managed Health Care subsectors) with revenues between 0.5x and 2.5x our trailing twelve-month actual revenue, supplemented with four of our most direct competitors (Thermo Fisher, Danaher, Waters and Revvity). The range of annual revenues for peer group members was determined so that Agilent's annual revenue would fall around the median of the peer group. Based on the stated criteria, Cooper, DexCom, Moderna, Revvity and Solventum were added to the peer group entering fiscal year 2025 and Dentsply, Organon and PerkinElmer, which split into PerkinElmer and Revvity, were removed. We believe our approach determines a set of peers that is limited to our most direct competitors for talent, but large enough to provide year-over-year stability. We used data from this peer group to inform each NEO's compensation for fiscal year 2025, with aggregate compensation targeted at around the peer group median.

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For compensation decisions for fiscal year 2026, we maintained the same peer group selection criteria, which resulted in the removal of two peers (Catalent and Illumina).

Peer Group for the Long-Term Performance Program

The Compensation Committee believes that an expanded peer group is more appropriate for determining relative TSR under the Company's LTPP, as an expanded peer group better represents a range of alternative investment options for stockholders and reduces the volatility inherent in small comparator groups. Therefore, the Compensation Committee continued to use the approximately 92 companies in the Health Care and Materials Indexes of the S&P 500 for determining TSR under the LTPP. Only companies that are included in one of these indexes at the beginning of the performance period and which have three years of stock price performance at the end of the performance period are included in the final calculation of results. Any change in the expanded peer group is solely due to S&P's criteria for inclusion in the indexes.

CEO Compensation

The Compensation Committee establishes the CEO's compensation based on a thorough review of the CEO's performance that includes:

The Compensation Committee reviews the CEO's total direct compensation package annually and presents its recommendation to the other independent directors for review and comment before making the final determinations on compensation for the CEO.

Fiscal Year 2025 Compensation

Base Salary

Our salaries reflect the responsibilities of each NEO and the competitive market for comparable professionals in our industry and are set to create an incentive for executives to remain with us. Base salaries and benefits packages are the fixed components of our NEOs' compensation and do not vary with company performance. Each NEO's base salary is set by considering market data as well as the experience and performance of each NEO. For fiscal year 2025, Messrs. McDonnell, Gonsalves, May and DiMarco, received salary increases between 4% and 7%, generally consistent with typical increases provided to the broader Agilent employee population. Mr. McMahon received an 18% increase to reflect an increase in the scope of his responsibilities and the competitive talent market, while Ms. Riemann received a 14% increase to further position her closer to the market median as part of a several-year progression towards that goal.

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Short-Term Cash Incentives

The Performance-Based Compensation Plan reflects our pay-for-performance philosophy and directly ties short-term incentives to short-term business performance. These awards are linked to specific annual financial goals and key business initiatives for the overall company and the three business groups (LDG, ACG and AMG). The financial goals are established at the beginning of each year based on our financial plan established by the Board of Directors and are not changed after they are approved by the Compensation Committee. The Compensation Committee certifies the calculations of performance against the goals for each period and payouts, if any, are made in cash.

For fiscal year 2025, the awards under the Performance-Based Compensation Plan were determined by multiplying the individual's base salary for the performance period by the individual's target award percentage and the performance results, as follows:

Payout Matrices to Measure Financial Metrics

We use payout matrices to determine payout percentages for our fiscal year 2025 short-term incentive program. The payout matrices are designed to reward profitable growth by increasing payout percentages commensurate with increased adjusted operating margin and / or revenue achievement as illustrated in the table below.

Note: This specific payout matrix was used to determine the company level payout percentage. The payout percentage is determined by finding the intersection between goal attainments as a percentage of plan for each financial metric. Payout percentages are assigned to each intersection of revenue and adjusted operating margin percentage throughout the payout matrix. Payouts between the numbers represented in the table above are calculated on a linear payout matrix and the threshold amount for adjusted operating margin percentage must be met in order for a payout to be made. Payout matrices vary by business group. No payouts are awarded for Adjusted Operating Margin achievement below the 87% threshold.

Financial Goals and Fiscal Year 2025 Operational Results

The Performance-Based Compensation Plan financial goals were based on (1) our adjusted operating margin percentage and our revenue and (2) the adjusted operating margin percentage and revenue goals for each of the business units. The Compensation Committee chose those metrics because:

The financial targets that must be met to receive the target payout are based on our financial plan. We use a non-GAAP adjusted operating margin that excludes the ongoing impact of certain mergers and acquisitions, currency, hedging and interest costs related to mergers and acquisitions. To determine earned awards, we use payout matrices that link the metrics and reflect threshold-to-maximum opportunities based on various achievement levels of the metrics. No awards are paid unless the operating margin percentage threshold is achieved and the maximum award under the plan is capped at 200% of the target award. The target metrics set for our short-term incentives and their corresponding results were as follows:

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Note: The adjusted non-GAAP operating margin and adjusted non-GAAP revenue measures used in our executive compensation programs may differ from GAAP and non-GAAP operating margin and GAAP and non-GAAP revenue as reported in our quarterly earnings releases as they exclude the impact of mergers and acquisitions, currency and hedging. See Appendix A to this proxy statement for a reconciliation to the most directly comparable GAAP financial measures.

Key Business Initiatives - Targets and Results

For fiscal year 2025, under the Performance-Based Compensation Plan, we continued to utilize annual key business initiatives to align NEOs' objectives with strategic Company priorities. These key business initiatives are established at the same time as the financial goals and account for 25% of the total target bonus for each NEO who was assigned to key business initiatives. The maximum payout per NEO for satisfaction of the strategic component is the lesser of (i) up to 200% of key business initiative performance results or (ii) 0.75% of non-GAAP pre-tax earnings for the Company, and the Compensation Committee may exercise negative discretion in determining the final payout.

For fiscal year 2025, the key business initiatives were chosen to align NEOs with the Ignite Enterprise Operating Model, designed to enhance speed, efficiency, and effectiveness in advancing the Company's strategic priorities. The following table sets forth (i) each key business initiative and its threshold, target and maximum achievement levels, (ii) the NEOs assigned to each key business initiative, and (iii) the final attainment and payout percentage for each objective. If an NEO is assigned to more than one objective, the weighting is equally distributed. The targets were established with the rigor necessary to drive desired results for each initiative. For competitive purposes, specific threshold, target and maximum amounts are not shown in the descriptions that follow.

Note: If an NEO is assigned to more than one key business initiative within a category, those initiatives are equally weighted. For foreign exchange conversion purposes, all Orders/Revenue assume the November accounting rate.

Actual payout tables for key business initiatives use a straight-line payout slope (and/or key milestones) from threshold to target and from target to maximum. Final payouts for each key business initiative are recommended by the CEO and approved by the Compensation Committee.

Target Award Percentages and Fiscal Year 2025 Actual Payouts

Our Compensation Committee set the fiscal year 2025 short-term incentive target amounts based on a percent of base salary pre-established for each NEO considering the relative responsibility of each NEO. For fiscal year 2025, short-term incentive target bonuses were set at 135% of base salary for Mr. McDonnell as the CEO, 60% of base salary for Mr. Gonsalves, 80% of base salary for Mr. May and Ms. Riemann, 75% of base salary for Mr. DiMarco and 90% of base salary for Mr. McMahon.

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The payouts under the Performance-Based Compensation Plan for fiscal year 2025 are provided in the chart below and in the "Non-Equity Incentive Plan Compensation" column in the "Summary Compensation Table". The chart below shows the targets and calculated payout based on results. As a result of Mr. McMahon's resignation from Agilent effective July 31, 2025, his short-term incentive payout was forfeited.

Long-Term Incentives

Long-Term Incentives Granted in Fiscal Year 2025

The Compensation Committee places emphasis on company performance by delivering 60% of the annual NEO grants in performance awards and another 20% in stock options. The remaining 20% is provided in restricted stock units. Stock grant values were delivered as follows:

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The target value of the long-term incentive awards is determined at the beginning of the then-current fiscal year for each NEO. The target value for grants made in fiscal year 2025 reflects the Compensation Committee's judgment on the relative role of each NEO's position within the company, as well as the performance of each NEO and benchmark data from our compensation peer group.

Note: The target number of shares is determined by dividing the target value of the applicable award by the product of the 20-day average stock price, for the period preceding the grant date, multiplied by the applicable accounting valuation.

Note: The table above includes a one-time restricted stock unit retention grant for Mr. Gonsalves, with a target amount of $1,000,000, in recognition of his role as Interim CFO. This retention grant vests in full 12 months following the grant date and has a mandatory one-year post-vest holding period and is not subject to the retirement treatment applicable to all employees as defined on page 54. The table also includes a one-time restricted stock unit retention grant for Mr. McMahon, with a target amount of $700,000. This retention grant would have vested 100% 12 months following the grant date with a one-year post-vest holding period. As a result of Mr. McMahon's resignation from Agilent effective July 31, 2025, all of his fiscal year 2025 stock grants were forfeited.

Performance Conditions for Performance Stock Units Granted in Fiscal Years 2024 and 2025

The Compensation Committee has established rolling three-year performance periods for determining earned performance stock units. The financial goals for the performance stock units for fiscal years 2024 and 2025 are based on relative TSR and adjusted earnings per share. Relative TSR aligns with stockholder interests as higher TSR results in higher potential returns for stockholders as well as ensuring a correlation between performance and payouts. Adjusted earnings per share ensures our executives are focused on long-term superior earnings growth. As noted above, our fiscal year 2025 short-term incentive program focuses on adjusted operating margin and revenue, which drive internal business strategies that in turn impact our TSR.

Relative TSR Performance Stock Units - Fiscal Year 2024 to Fiscal Year 2026 Performance Period and Fiscal Year 2025 to Fiscal Year 2027 Performance Period

Fifty percent of the performance stock units granted in fiscal year 2024 for the fiscal year 2024 to fiscal year 2026 performance period ("FY24-FY26 performance stock units") and fifty percent of the performance stock units granted in fiscal year 2025 for the fiscal year 2025 to fiscal year 2027 performance period ("FY25-FY27 performance stock units") had financial goals based on relative TSR versus all companies in our LTPP peer group, the S&P 500 Health Care and Materials Indexes for fiscal year 2024 through fiscal year 2026 and fiscal year 2025 through fiscal year 2027. The LTPP peer group companies are established at the beginning of the performance period and need to have three full years of stock price data to be used in the final relative TSR calculation. We believe that a 100% payout at median TSR performance is appropriate as it represents the right balance of risk versus reward for a long-term TSR plan. We want our plan to reward actions that improve stockholder returns over the long-term rather than motivate actions designed to bolster short-term stock price returns that may not be in the stockholders' long-term interests. The company does not establish an absolute TSR target as we believe performance is best measured on a relative basis against our selected LTPP peer group. Relative TSR performance stock units are completely "at risk" compensation because our performance must be at or above the 25th percentile for the individuals to receive any payout. The final and only payouts will be at the end of fiscal years 2026 and 2027 respectively, based on the relative TSR for the three-year performance period.

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The payout schedule determined by the Compensation Committee in fiscal year 2024 and fiscal year 2025 was as follows:

For purposes of determining the relative TSR awards, relative TSR reflects (i) the aggregate change in the 20-day average closing price of our stock versus each of the companies in our LTPP peer group, each as measured at the beginning and end of the three-year performance period plus (ii) the value (if any) returned to stockholders in the form of dividends or similar distributions, assumed to be reinvested on distribution date on a pre-tax basis.

Earnings Per Share Performance Stock Units - Fiscal Year 2024 to Fiscal Year 2026 Performance Period and Fiscal Year 2025 to Fiscal Year 2027 Performance Period

Fifty percent of the FY24-FY26 performance stock units and fifty percent of the FY25-FY27 performance stock units had financial goals based on adjusted earnings per share. Awards will be determined by calculating the adjusted earnings per share attained at the end of each of the three fiscal years in the performance period compared to the targets (which are set at the beginning of each fiscal year during the three-year performance period). The fiscal years 2024 and 2025 EPS targets were set at the mid-point and high-end of external guidance respectively, and issued at the beginning of each fiscal year. We use non-GAAP adjusted diluted earnings per share and all targets are subject to Compensation Committee approval. The final and only payouts will be at the end of fiscal year 2026 and 2027 respectively and will be based on an average of the payout percentage for each fiscal year. For the FY25-FY27 performance stock units, the final payout (average of three annual payout percentages) will be multiplied by a fiscal year 2027 Operating Margin modifier and the payout will be adjusted by up to +/-20% based on results. The threshold, target and maximum levels as well as fiscal year 2024 and fiscal year 2025 results are set forth in the tables below:

Note: The adjusted non-GAAP EPS measure used in our executive compensation programs for fiscal years 2023, 2024 and 2025 may differ from non-GAAP EPS as reported in our quarterly earnings releases as it excludes the impact of mergers and acquisitions, currency, hedging and interest costs related to mergers and acquisitions, material share repurchase deviations from plan and associated debt expense, and material differences in our corporate tax rate due to the impact of significant, unplanned tax legislation during the fiscal year. See Appendix A to this proxy statement for a reconciliation to the most directly comparable GAAP financial measure.

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Performance Stock Units Earned in Fiscal Year 2025 - Relative TSR

Fifty percent of the FY23-FY25 performance stock units were measured based on relative TSR versus all companies in the S&P 500 Health Care and Materials Indexes for fiscal years 2023 through 2025 with the payout percentages as follows:

In November 2025, the Compensation Committee certified the relative TSR results for the fiscal year 2023 to fiscal year 2025 performance period. Agilent's stock price performance was at the 55th percentile of our peer group and resulted in a 118% payout percentage. See table below:

Note: The final share amount was determined by multiplying the target award shares by the resulting payout percentage. As a result of Mr. McMahon's resignation from Agilent effective July 31, 2025, all of his outstanding awards were forfeited.

Our relative TSR performance (or percentile position) compared to that of our LTPP peer group and the payout percentages for the LTPP for the past five performance periods are set forth below:

Note: A 200% payout is achieved when our relative TSR is at or above the 75th percentile of our LTPP-TSR peer group.

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Performance Stock Units Earned in Fiscal Year 2025 - Adjusted Earnings Per Share

Fifty percent of the FY23-FY25 performance stock units had financial goals based on adjusted earnings per share. The 64% payout percentage earned under these performance stock units was determined by calculating the adjusted earnings per share attained at the end of each of the three fiscal years in the performance period compared to the targets (which were set at the midpoint or high-end of external guidance that is determined and publicly announced at the beginning of each fiscal year during the three-year performance period). We set our adjusted EPS goals on an annual basis to maximize the alignment of the program with our aggressive long-term growth plans. We believe setting adjusted EPS targets at the time of grant for the full three-year period risks establishing goals that could be insufficiently or overly aggressive in years two and/or three of the performance-period given the shorter cyclical nature of our business and risks misalignment with the annual EPS guidance we provide to stockholders at the beginning of each fiscal year. Annual goal setting for EPS goals is a common practice among our peer companies, and we find it has had the intended motivational effect for our executive team through a particularly volatile period in the market as it has oriented them around aggressive, context-sensitive EPS growth targets each year. We use non-GAAP adjusted diluted earnings per share, subject to Compensation Committee approval. Once set, the target is not subject to change during the fiscal year. The payout percentage for the FY23-FY25 performance stock units, which was certified by the Compensation Committee at the November 2025 meeting, was a simple average of the payout percentage certified for fiscal year 2023, fiscal year 2024 and fiscal year 2025. The threshold, target, maximum and final attainment numbers are set forth in the table below:

Note: The adjusted non-GAAP EPS measure used in our executive compensation programs for fiscal years 2023, 2024 and 2025 may differ from GAAP and non-GAAP EPS as reported in our quarterly earnings releases as it excludes the impact of mergers and acquisitions, currency, hedging and interest costs related to mergers and acquisitions, material share repurchase deviations from plan and associated debt expense, and material differences in our corporate tax rate due to the impact of significant, unplanned tax legislation during the fiscal year. See Appendix A to this proxy statement for a reconciliation to the most directly comparable GAAP financial measure.

In November 2025, the Compensation Committee approved the LTPP-EPS results for the fiscal year 2023 to fiscal year 2025 performance period. Agilent's adjusted earnings per share performance resulted in a 64% payout percentage as calculated above, resulting in the share payouts shown in the table below:

Note: The final share amount was determined by multiplying the target award shares by the resulting payout percentage. As a result of Mr. McMahon's resignation from Agilent effective July 31, 2025, all of his outstanding awards were forfeited.

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Additional Information

The standard vesting schedule for our equity grants is 100% after the third year for performance stock units and 25% per year over four years for restricted stock units and stock options. From fiscal year 2016 to fiscal year 2025, performance stock unit awards and restricted stock units granted to executive level employees and above were also subject to a one-year post-vest holding period.

Compensation Risk Controls

Semler Brossy, our independent compensation consultant, collaborates with management to conduct an annual review of our compensation-related risks. The risk assessment conducted during fiscal year 2025 did not identify any significant compensation-related risks and concluded that our compensation program is well designed to encourage behaviors aligned with the long-term interests of stockholders. Semler Brossy also found an appropriate balance in fixed versus variable pay, cash and equity, corporate, business unit, and individual goals, financial and non-financial performance measures, and formulas and discretion. Finally, Semler Brossy determined that there are appropriate policies and controls in place to mitigate compensation-related risk.

Recoupment and Clawback Policies

We maintain an Executive Compensation Recoupment Policy (the "Recoupment Policy"), that applies to all our executives and former executives who leave the Company after September 16, 2020. Under the Recoupment Policy, in the event of a material restatement of financial results (wherein results were incorrect at the time published due to mistake, fraud or other misconduct), the Compensation Committee will review all short and long-term incentive compensation awards that were paid or awarded to executives for performance periods beginning after July 14, 2009 (in the case of executive officers covered by Section 16 of the Securities Exchange Act ("Section 16 Officers")) or September 16, 2020 (in the case of other executives) that occurred, in whole or in part, during the restatement period.

Additionally, under the Recoupment Policy, in the case of fraud or misconduct by an executive, including breach of any regulatory standards that have resulted in significant negative impact on our results of operations or market capitalization, the Compensation Committee will consider actions to remedy the misconduct, prevent its recurrence, and impose discipline on the wrongdoers, in each case, as the Compensation Committee deems appropriate. These actions may include, without limitation:

Effective October 2, 2023, the Committee adopted an additional Clawback Policy (the "Clawback Policy") covering Section 16 Officers only. The Clawback Policy meets all the provisions of the Dodd-Frank clawback requirements. The Recoupment Policy remains applicable in scenarios not covered by the updated Dodd-Frank compliant Clawback Policy (e.g., certain instances of misconduct). When the Recoupment Policy is more onerous than the Dodd-Frank requirements, the Recoupment Policy is applied.

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Insider Trading and Hedging Policy

Our insider trading policy, which applies to officers, directors and employees considered insiders, is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable NYSE listing standards, and expressly prohibits them from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit.

Our insider trading policy further prohibits officers, directors and employees considered insiders from engaging in hedging transactions, such as purchasing or writing derivative securities including puts and calls and entering into short sales or short positions with respect to our stock. Directors and executive officers are prohibited from buying our stock on margin or pledging owned Agilent stock as collateral for loans or other indebtedness. Employees, who are not insiders or officers, are generally permitted to engage in transactions designed to hedge or offset market risk.

Our executives and directors are permitted to enter into trading plans that are intended to comply with the requirements of Rule 10b5-1 of the Securities Exchange Act so that they can prudently diversify their asset portfolios and exercise their stock options before expiration.

Stock Ownership Guidelines

Our stock ownership guidelines are designed to encourage our NEOs and other executive officers to achieve and maintain a significant equity stake in our company and more closely align their interests with those of our stockholders. The guidelines provide that the CEO and CFO and other executive officers should accumulate and hold, within five years from election to his or her position, an investment level in our stock equal to the lesser of a multiple of his or her annual base salary or accumulate a direct ownership of our stock as set forth below:

Shares directly owned by each executive officer and their household family members, deferred shares and vested restricted stock units are considered in complying with these guidelines. An annual review is conducted to assess compliance with the guidelines, and at the end of fiscal year 2025, all of our NEOs (other than Mr. McMahon who resigned from the Company effective July 31, 2025) had either met or were on track to reach their stock ownership guideline requirements within the applicable timeframe.

Benefits

Our global benefits philosophy is to provide NEOs with protection and security through health and welfare, retirement, disability insurance and life insurance programs. During fiscal year 2025, the CEO and other NEOs were eligible to receive the same benefits that are generally available to our other employees. Generally, it is our Compensation Committee's philosophy to not provide perquisites to our NEOs except in limited circumstances as described below.

Our executive officers can use company drivers, who are provided through our outsourced security provider, to transport themselves and their family members to the airport for personal travel. In addition, in fiscal year 2025, we provided tax assistance for Ms. Riemann and Mr. McMahon for their relocations from Delaware and Massachusetts, respectively, to California, through the Company's Indefinite Relocation Program, applicable to all employees to facilitate their relocations. The Indefinite Relocation Program is designed to facilitate employee relocations that support our business priorities. It does not provide any payments for loss on the sale of a home or special tax gross-ups. The perquisites mentioned above are included in the "All other Compensation" column in the "Summary Compensation Table."

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Deferred Compensation

NEOs on U.S. payroll are eligible to voluntarily defer base salary, short-term incentives in the form of cash awards under the Performance-Based Compensation Plan and long-term incentives in the form of stock awards under the LTPP. The deferrals are made through our 2005 Deferred Compensation Plan, which is available to all active employees on the U.S. payroll whose total target compensation is greater than or equal to $350,000. This is a common benefit arrangement offered by our peer companies, and our plan does not guarantee above market or a specific rate of return on deferrals.

These benefits and an additional description of plan features are set forth in the section entitled "Non-Qualified Deferred Compensation" below and the narrative descriptions accompanying this section.

Retirement and Pension Benefits

Our executive officers are entitled to participate in the same defined contribution retirement plan that is generally available to all of our eligible employees. We make matching contributions to eligible participants' retirement plan accounts based on a percentage of their eligible compensation under applicable tax rules. We believe that this retirement program permits our executives to save for their retirement in a tax-effective manner. For additional information regarding certain of our other retirement programs, please see the section entitled "Pension Benefits".

Policy Regarding Compensation in Excess of $1 Million per Year

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for compensation in excess of $1 million paid to our "covered employees," which include our current NEOs.

As a general matter, while our Compensation Committee considers tax deductibility as one of several relevant factors in determining executive compensation, it retains the flexibility to design and maintain executive compensation arrangements that it believes will attract and retain executive talent, even if such compensation is not deductible by the company for federal income tax purposes.

Termination and Change of Control

Consistent with the practice of many of our peers, the Compensation Committee adopted change-of-control agreements designed to provide protection to the NEOs so they are not distracted by their personal, professional and financial situations at a time when we need them to remain focused on their responsibilities, our best interests and those of all our stockholders. These agreements provide for a "double-trigger" payout only in the event of a change of control and the executive officer is either terminated by the Company without Cause or for Good Reason (each as defined in the agreements) within a limited period of time after the transaction (these agreements do not become operative unless both events occur).

None of our change-of-control agreements contain an excise tax gross-up clause. Potential payments to our NEOs under our existing change-of-control agreements in connection with a change of control and a subsequent qualifying termination event are reported in the "Termination and Change of Control Table".

In addition, we have a Workforce Management Program in place that is applicable to all employees, including NEOs. Employment security is tied to competitive realities as well as individual results and performance, but from time to time, business circumstances could dictate the need for us to reduce our workforce. The Workforce Management Program is intended to assist employees affected by restructuring by providing transition income in the form of severance benefits. None of our NEOs have received any compensation or payment under this program.

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Executive Compensation

Summary Compensation Table

The following table sets forth information regarding compensation earned by our NEOs for fiscal year 2025 and, if applicable, during fiscal years 2024 and 2023. All compensation is disclosed, whether or not such amounts were paid in such year: