Dow Wilson
AGILENT TECHNOLOGIESAbout Dow R. Wilson
Dow R. Wilson (age 65) is an independent director of Agilent Technologies, serving since March 2018; he chairs the Audit and Finance Committee and sits on the Nominating/Corporate Governance Committee . The Board identifies him as the Audit and Finance Committee’s “Financial Expert,” reflecting deep operational and financial expertise from senior leadership roles in the healthcare industry . His prior experience includes CEO of Varian Medical Systems and senior management roles at GE Healthcare, providing relevant industry and governance credentials for Agilent’s oversight needs .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Varian Medical Systems, Inc. | President & CEO | Sep 2012 – Apr 2021 | Retired as CEO in Apr 2021 |
| Varian Medical Systems, Inc. | EVP & COO | Oct 2011 – Sep 2012 | Senior operating leadership |
| Varian Medical (Oncology Systems) | VP; President of Oncology Systems | Jan 2005 – Sep 2011 | Led oncology systems business |
| GE Healthcare | Senior management | Pre-2005 | Various senior roles before joining Varian in 2005 |
External Roles
| Organization | Role | Tenure | Committee/Impact |
|---|---|---|---|
| Siemens Healthineers AG | Member, Board of Directors | Appointed Feb 2023 | External public company directorship |
| Varex Imaging Corporation | Former Director | Prior five years | Former public board role |
| Varian Medical Systems, Inc. | Former Director | Prior five years | Former public board role |
Board Governance
| Attribute | Detail |
|---|---|
| Committees | Audit & Finance (Chair); Nominating/Corporate Governance (Member) |
| Audit & Finance Committee meetings (FY2024) | 12 meetings; Wilson recognized as Committee “Financial Expert” |
| Nominating/Corporate Governance Committee meetings (FY2024) | 5 meetings |
| Board meetings (FY2024) | 7 meetings; each director attended at least 75% of Board and applicable committee meetings |
| Independence | Board determined Wilson is independent (all directors except CEO are independent) |
| Board leadership | Independent Chair (Koh Boon Hwee); regular independent director executive sessions without management |
| Risk oversight | Audit & Finance oversees ERM including cybersecurity, compliance, sustainability, financial risks |
Fixed Compensation (Non‑Employee Director – FY2024)
| Component | Amount |
|---|---|
| Board Cash Retainer | $105,000 |
| Audit & Finance Committee Chair Retainer | $25,000 |
| Committee Member Retainers | None in addition to chair role (audit members receive $10,000; chair receives $25,000) |
| Meeting Fees | None; structure based on retainers |
| Total FY2024 Director Compensation (Cash + Stock) | $377,471 |
Performance Compensation (Equity)
| Equity Element | Grant Detail | Vesting | Notes |
|---|---|---|---|
| Annual Stock Grant | 1,678 shares; grant-date fair value $247,471 | Vests immediately | Granted at later of Mar 1 or first trading day after annual meeting; share count based on 20‑day average price; eligible for deferral under Director Deferral Plan |
| Options | None disclosed for directors | — | Director equity is via stock awards; no options indicated |
| Performance Metrics | Not applicable | — | Director equity is not performance‑conditioned; vests immediately |
Other Directorships & Interlocks
| Company | Relationship to Agilent | Notes |
|---|---|---|
| Siemens Healthineers AG | External public board | No related‑party transactions disclosed involving Wilson; only ordinary‑course reviews for Pfizer and UTSW tied to other directors |
| Prior: Varex Imaging; Varian Medical Systems | Former public boards | No current related‑party exposure disclosed |
Expertise & Qualifications
- Deep knowledge of medical and healthcare industries; significant management and financial experience from CEO tenure at Varian and senior roles at GE Healthcare .
- Recognized by the Board as the Audit and Finance Committee’s “Financial Expert,” underscoring financial oversight capability .
- Public company executive background and governance practices experience beneficial to Board oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Dow R. Wilson | 16,221 | <1% | Reported as beneficial ownership (includes deferred stock); individual directors each <1% |
Additional alignment policies:
- Director stock ownership guidelines require ownership equal to at least six times the annual cash retainer; all incumbent non‑employee directors have achieved or are expected to achieve within five years .
- Prohibitions on hedging, short selling, and pledging of Agilent stock apply to directors and executives; robust clawback policies in place .
Governance Assessment
- Strengths
- Audit & Finance Committee leadership: Wilson chairs a highly active committee (12 meetings), with formal “Financial Expert” designation, enhancing financial reporting, ERM, and auditor oversight .
- Independence and oversight: Board has an independent Chair, regular executive sessions, and strong director independence (nine of ten directors independent) .
- Shareholder responsiveness: Board proposed removal of supermajority voting thresholds following engagement; improvements to bylaw and charter governance mechanics .
- Director ownership alignment: stringent 6x retainer guideline and deferral options support long‑term alignment .
- Watch items / potential red flags
- Classified board: Agilent still maintains a classified board structure (proposal to elect directors annually received no Board recommendation; declassification would improve accountability) .
- Annual meeting attendance: only one director attended the 2024 annual stockholder meeting (encouraged but not required); investor‑perceived engagement may be impacted .
- Immediate vesting of director stock awards: director equity vests at grant; while ownership guidelines exist, lack of performance conditions may be viewed as weaker pay‑for‑performance for directors relative to executives .
Overall, Wilson’s audit leadership, recognized financial expertise, and healthcare operating background are positives for board effectiveness and investor confidence; governance reform (declassification) remains a key shareholder priority in progress .