Bret DiMarco

About Bret DiMarco

Senior Vice President, Chief Legal Officer and Secretary of Agilent Technologies (joined July 1, 2024). He leads the global legal organization and advises the board and management on governance, compliance, M&A, disputes, and commercial matters . Prior roles include Chief Legal Officer at Pendo.io, EVP/Chief Legal Officer/Corporate Secretary at Coherent, and earlier associate/member at Wilson Sonsini Goodrich & Rosati; he is also an adjunct assistant professor of law at UC Law San Francisco and chairs the Nasdaq Exchange Nominating Committee . Company performance context (FY2024): Revenue $6.5B (-4.4% YoY), operating margin 22.9%, diluted EPS $4.43 (+5.7%), and Agilent TSR +26.9% in FY2024, with Say‑on‑Pay approval at 89% .

Past Roles

External Roles

Fixed Compensation

• Specific salary, target bonus, and cash compensation terms for DiMarco were not disclosed in the 2025 DEF 14A (NEO list excludes him) and the July 1, 2024 appointment press release did not provide compensation details .
• Company program design context (for executives): Base pay typically ≤20% of total direct compensation; significant “at‑risk” pay via short‑term incentives and long‑term equity, per Agilent’s compensation philosophy .

Performance Compensation

• Short‑term incentive (framework): Company uses revenue and adjusted operating margin matrices; FY2024 corporate PFR funded at 57% on below‑plan performance (illustrative of rigor) .
• Long‑term incentives (executive design): 60% performance stock units (50% relative TSR vs S&P 500 Health Care/Materials; 50% adjusted EPS with annual goal‑setting), 20% stock options (4‑year vest, 25%/yr), 20% RSUs (4‑year vest, 25%/yr), plus a one‑year post‑vest holding on PSUs/RSUs .
• FY22–FY24 PSU outcomes (context): Relative TSR tranche paid 56% (35th percentile); EPS tranche paid 87% (3‑year average), demonstrating pay‑for‑performance mechanics .

LTI Structure Overview (company program)

Equity Ownership & Alignment

• Beneficial ownership: DiMarco is not individually enumerated in the FY2025 proxy table; all directors and executive officers as a group held 754,944 shares as of Jan 23, 2025; shares outstanding were 285,289,591 .
• Stock ownership guidelines: CEO 6x salary; CFO 3x or 80,000 shares; other executive officers 3x salary or 40,000 shares; annual compliance review conducted .
• Hedging/pledging: Executives and directors are prohibited from hedging, shorting, buying on margin, or pledging Agilent stock; 10b5‑1 trading plans are permitted .

Employment Terms

• Appointment and corporate role: Named Senior VP, Chief Legal Officer and Secretary effective July 1, 2024; signs Agilent’s proxy and corporate instruments as Secretary (e.g., Certificate of Incorporation execution) .
• Clawbacks: Robust recoupment policy; Dodd‑Frank compliant clawback covering Section 16 officers effective Oct 2, 2023; broader misconduct provisions may apply where Agilent’s policy is more onerous .
• Change‑of‑control: Company uses double‑trigger protection and does not provide excise tax gross‑ups in change‑of‑control agreements (described for NEOs) .
• Equity grant practices: Annual grants at first Compensation Committee meeting of fiscal year; PSUs/RSUs have one‑year post‑vest hold; options/RSUs vest 25%/yr over four years .

Performance & Track Record

• Transaction execution: Led Coherent’s sale and closing of its merger with II‑VI and supported post‑close transition as special adviser—signals deep M&A execution capability relevant to Agilent’s inorganic strategy .
• FY2024 company KPIs: Revenue decline alongside margin expansion and positive EPS growth; TSR +26.9% for the year—compensation outcomes (PFR and PSUs) reflected performance calibration .

Compensation Structure Analysis

• Strong alignment mechanics: Heavy weighting to performance equity (TSR and EPS) with post‑vest holding encourages long‑term orientation; STIP pays down when results are below plan (57% funding in FY2024) .
• Governance safeguards: No excise tax gross‑ups; anti‑hedging/pledging; robust clawbacks; high Say‑on‑Pay support (89%) reduce shareholder‑unfriendly risk .
• Talent retention context: Company used targeted retention RSUs for certain leaders during FY2024 transition (not applicable to DiMarco in proxy), indicating heightened retention focus during leadership changes .

Risk Indicators & Red Flags

• Pledging/hedging risk: Mitigated by strict prohibitions for executives and directors .
• Clawback enforcement: Dual policies (Dodd‑Frank compliant plus broader misconduct policy) strengthen recovery mechanisms .
• Related‑party/insider reporting: Proxy notes one late Form 4 for another officer; no adverse disclosure specific to DiMarco identified in reviewed filings .

Compensation Peer Group (Benchmarking context)

• Agilent’s FY2024 peer set (e.g., Danaher, Thermo Fisher, Waters, IQVIA, Illumina, Zoetis, etc.) informs competitive positioning and program design; FY2025 criteria maintained with selective changes (adds/removes) .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑Pay support at 89% with ongoing investor outreach on compensation and governance; board responsiveness on supermajority elimination underscores engagement posture .

Investment Implications

• Compensation alignment: As CLO/Secretary, DiMarco operates under Agilent’s stringent alignment regime—no pledging/hedging, strong clawbacks, and ownership guidelines—reducing governance risk and signaling long‑term orientation .
• Retention risk: New hire (July 2024) with significant prior M&A experience; absence of disclosed individualized comp terms limits visibility, but company‑wide retention tactics and equity holding requirements support continuity .
• Trading signals to monitor: Look for adoption of Rule 10b5‑1 trading plans and initial Form 3/4 filings to assess ownership build and potential selling cadence; hedging/pledging is prohibited, which curbs typical selling‑pressure red flags .
• Strategic leverage: His demonstrated M&A track record (Coherent/II‑VI) enhances Agilent’s capacity for disciplined inorganic growth, a potential catalyst for value creation subject to board/management priorities .