Daniel Podolsky
AGILENT TECHNOLOGIESAbout Daniel K. Podolsky
Daniel K. Podolsky, M.D., age 71, has served as an independent director of Agilent Technologies since July 2015. He is President of the University of Texas Southwestern Medical Center (UTSW) since September 2008; previously Mallinckrodt Professor of Medicine at Harvard Medical School and Chief of Gastroenterology at Massachusetts General Hospital, and Chief Academic Officer and Faculty Dean, Academic Programs at Partners Healthcare (2005–2008) . He currently serves on Agilent’s Audit & Finance Committee and Nominating/Corporate Governance Committee; Agilent reports nine of ten directors are independent and all Audit & Finance members are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Texas Southwestern Medical Center | President | Sep 2008 – Present | Leads large academic medical center; insights into healthcare delivery |
| Harvard Medical School | Mallinckrodt Professor of Medicine | Prior to 2008 | Scientific/clinical leadership |
| Massachusetts General Hospital | Chief of Gastroenterology | Prior to 2008 | Clinical leadership |
| Partners Healthcare System, Inc. | Chief Academic Officer; Faculty Dean, Academic Programs | 2005 – 2008 | Academic governance and program oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southwestern Medical Foundation | Board Member | Not specified | Non-profit board service |
| Other public company boards | None | N/A | No current or former public company directorships in last 5 years |
Board Governance
- Committees: Audit & Finance (member); Nominating/Corporate Governance (member). Audit & Finance met 12 times in FY2024; Nominating/Corporate Governance met 5 times .
- Independence: Agilent states nine of ten directors are independent; Audit & Finance members are independent and financially literate .
- Board meetings and attendance: Board met seven times in FY2024; each director attended at least 75% of aggregate Board and applicable committee meetings .
- Board class and term: Class III director; term expires in 2027 .
- Risk oversight: Audit & Finance oversees financial reporting integrity, compliance, auditor independence, internal audit, benefit plan investment performance, and enterprise risk management .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Board Cash Retainer ($) | 105,000 | 105,000 |
| Audit & Finance Committee Member Retainer ($) | 10,000 | 10,000 |
| Equity – Annual Stock Grant Value ($) | 226,848 (1,658 shares) | 247,471 (1,678 shares) |
| Total Non-Employee Director Compensation ($) | 341,848 | 362,471 |
| Cash Deferral Election | Deferred 50% of cash fees | Deferred 50% of cash fees |
| Stock Grant Policy (Plan Year) | $235,000 grant; immediate vesting; shares determined by 20-day average price; grant on Mar 1 or first trading day after annual meeting | $235,000 grant; immediate vesting; shares determined by 20-day average price; grant on Mar 1 or first trading day after annual meeting |
Performance Compensation
| Feature | FY2023 | FY2024 |
|---|---|---|
| Performance metrics tied to director pay | None disclosed; annual equity grant vests immediately | None disclosed; annual equity grant vests immediately |
Non-employee director compensation at Agilent is a mix of cash retainers (including committee premiums) and a fixed-value annual stock grant; there are no PSUs/options or performance metrics for director pay .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|
| None | N/A | N/A | No other public company boards (current/past 5 years) |
Expertise & Qualifications
- Scientific and clinical expertise; leadership of a major academic medical center; relevant insight into healthcare delivery .
- Life sciences/healthcare and regulatory experience; matrix shows multiple directors, including Podolsky, bring healthcare/regulatory expertise .
Equity Ownership
| Metric | As of Jan 23, 2024 | As of Jan 23, 2025 |
|---|---|---|
| Common Stock Directly Held (#) | 0 | 0 |
| Deferred Stock/Units (#) | 33,344 | 35,678 |
| Options/RSUs exercisable/vesting within 60 days (#) | 0 | 0 |
| Total Beneficial Ownership (#) | 33,344 (<1% of shares outstanding) | 35,678 (<1% of shares outstanding) |
| Director Ownership Guidelines | Required ≥6x annual cash retainer; all incumbents have achieved or are expected to achieve within 5 years | |
| Hedging/Pledging | Directors prohibited from hedging, short selling, buying on margin, or pledging Agilent stock; Rule 10b5‑1 plans permitted |
Governance Assessment
- Committee effectiveness: Active member of Audit & Finance (12 meetings FY2024) and Nominating/Corporate Governance (5 meetings), indicating engagement in financial oversight, compliance, ERM, board composition and governance principles .
- Independence: Confirmed independent; Audit & Finance members are independent and financially literate, supporting robust oversight .
- Attendance: Board met seven times; all directors attended ≥75% of aggregate meetings, supporting baseline engagement .
- Compensation mix and alignment: Balanced cash and equity; annual equity grant vests immediately but Podolsky defers 50% of cash fees, and holds 35,678 deferred units, demonstrating ongoing exposure to equity; director ownership guidelines of ≥6x cash retainer apply, with company stating incumbents have achieved or are expected to achieve within five years (Podolsky’s tenure since 2015 exceeds the guideline horizon) .
- Potential conflicts and controls: Ordinary-course transactions with UTSW (Podolsky is President) were reviewed/approved by the Nominating/Corporate Governance Committee; company states no related person had a material interest in FY2024 transactions, mitigating conflict risk .
- Risk indicators and policies: Hedging/pledging prohibited; strong audit committee oversight; robust governance practices (majority voting, independent chair, enterprise risk management) bolster investor confidence .
RED FLAGS to Monitor
- Related-party exposure: Ongoing ordinary-course transactions with UTSW require continued oversight to ensure no material interest arises; currently disclosed as non-material and committee-reviewed .
- Performance linkage: Director equity grants vest immediately and are fixed-value, with no performance metrics; alignment relies on ownership guidelines and deferral/holding, not pay-for-performance constructs .