George Scangos
AGILENT TECHNOLOGIESAbout George A. Scangos, Ph.D.
Independent director of Agilent Technologies (A) since January 2011; age 76; serves as Chair of the Compensation Committee and member of the Nominating/Corporate Governance Committee. A scientist and experienced biopharma CEO with prior leadership at Biogen, Exelixis, and Bayer Biotechnology; currently independent under NYSE standards. Board met seven times in fiscal 2024 and each director attended at least 75% of aggregate Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vir Biotechnology, Inc. | Chief Executive Officer (retired), Director | CEO to April 2023; Director since Jan 2017 | Led pandemic-era biotech; remains on board |
| Biogen Inc. | Chief Executive Officer, Director | Jul 2010–Jan 2017 | Turnaround and R&D portfolio leadership |
| Exelixis, Inc. | President & Chief Executive Officer | 1996–Jul 2010 | Built oncology pipeline and partnerships |
| Bayer Biotechnology | President | 1993–1996 | Oversaw research, development, manufacturing, QA; broad P&L scope |
| Johns Hopkins University | Professor of Biology | Six years prior to 1987 | Academic leadership; current Adjunct Professor |
External Roles
| Organization | Role | Tenure | Governance/Committee Roles |
|---|---|---|---|
| Vir Biotechnology, Inc. (public) | Director; retired CEO | Director since Jan 2017 | Board member |
| Voyager Therapeutics, Inc. (public) | Director | Since May 2023 | Board member |
| Rezo Therapeutics, Inc. (private) | Co‑founder; Board Chairperson | Since May 2023 | Board leader |
| UCSF | Board of Advisors | Current | Advisory board member |
| Johns Hopkins University | Adjunct Professor of Biology | Current | Academic appointment |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating/Corporate Governance Committee .
- Committee workload and oversight:
- Compensation Committee held 5 meetings; approves CEO/NEO pay, oversees incentive programs and risk, retains independent consultant (Semler Brossy) .
- Nominating/Corporate Governance held 5 meetings; oversees director independence, composition, refreshment, ESG oversight .
- Independence: Board determined all directors except the CEO are independent; Scangos is a non‑employee director .
- Attendance: Board met 7 times in fiscal 2024; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions & leadership: Regular independent director sessions; strong independent Chairperson structure .
- Shareholder engagement signals: 89% Say‑on‑Pay support in 2024; proactive outreach; proposal to eliminate supermajority thresholds advanced in 2025 proxy .
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Board cash retainer | $105,000 | Plan Year 2024; payable at beginning of plan year |
| Compensation Committee chair retainer | $20,000 | Payable in cash at beginning of plan year |
| Audit Committee member retainer | N/A | Not applicable (not on Audit Committee) |
| Annual stock grant (policy value) | $235,000 | Determined by 20‑day average price; vests immediately; deferral optional |
| FY2024 Stock awards (grant‑date fair value) | $247,471 | ASC 718 value; 1,678 shares; vests immediately |
| FY2024 Total director compensation | $372,471 | Cash $125,000; equity $247,471 |
- Non‑employee director stock ownership guidelines: at least 6x annual cash retainer; attainment required within five years; all incumbents have achieved or are expected to achieve .
Performance Compensation (Director)
| Metric | Structure | FY2024 Treatment |
|---|---|---|
| Performance‑linked metrics | None disclosed; director equity is time‑based | Annual stock grants vest immediately; no PSUs/options for directors disclosed |
Directors do not receive short‑term or long‑term performance awards (e.g., PSU/TSR/EPS) in Agilent’s director program; stock grants are time‑based and immediately vest .
Other Directorships & Interlocks
| Company | Sector relationship to Agilent | Potential interlock/conflict |
|---|---|---|
| Vir Biotechnology, Inc. | Biopharma customer segment | No related‑party transactions involving Scangos disclosed in FY2024 |
| Voyager Therapeutics, Inc. | Biopharma customer segment | No related‑party transactions involving Scangos disclosed in FY2024 |
| Rezo Therapeutics (private) | Biotech | Not a disclosed related‑party transaction |
- Related Person Transactions: For FY2024, the company disclosed no related person with a direct or indirect material interest; ordinary‑course transactions reviewed for Pfizer (Dolsten) and UTSW (Podolsky) only .
Expertise & Qualifications
- Director skills matrix marks for Scangos include Technology/Innovation Strategy, Public Company Executive, Regulatory, and Life Sciences/Healthcare .
- Extensive scientific training; senior leadership across biotech and pharma; board and CEO experience in public companies .
Equity Ownership
| Metric | 2018 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Common shares owned | 14,450 | 14,450 | 14,450 | 16,235 | 17,893 | 17,893 |
| Deferred shares/stock equivalents | 808 | 13,686 | 16,609 | 16,717 | 16,838 | 18,643 |
| Total beneficial ownership (shares) | 15,258 | 28,136 | 31,059 | 32,952 | 34,731 | 36,536 |
| Ownership % of outstanding | <1% | <1% | <1% | <1% | <1% | <1% |
| Pledging/Hedging | Prohibited for directors | Prohibited per policy | ||||
| Vested vs unvested director equity | Director stock grants vest immediately; no unvested director stock awards outstanding at FY2024 year‑end | Immediate vesting policy confirmed |
- Note: Scangos holds 14,450 shares in the George A. Scangos and Leslie S. Wilson Family Trust .
Governance Assessment
- Committee leadership effectiveness: As Compensation Committee Chair, Scangos oversees pay design emphasizing performance alignment and risk controls; the committee retains Semler Brossy as independent advisor, with no conflicts found, and maintains Dodd‑Frank compliant clawback .
- Independence and attendance: Independent status confirmed; Board‑level attendance thresholds met; Compensation Committee met five times in FY2024, indicating active oversight cadence .
- Ownership alignment: Strong director ownership guideline (≥6x cash retainer) and immediate‑vesting stock grants; hedging and pledging prohibited, supporting alignment .
- Shareholder signals: 89% Say‑on‑Pay approval and engagement on governance reforms (supermajority removal), supportive of board credibility .
- RED FLAGS and watch items:
- Only one director attended the 2024 annual meeting of stockholders (company‑level engagement optics) .
- Board removed mandatory retirement age in 2022; while enabling retention of experience, it places more onus on robust refreshment and evaluations (noted as ongoing priority) .
- No related‑party transactions involving Scangos disclosed; no pledging/hedging allowed — no personal alignment red flags identified .
Overall, Scangos brings deep life sciences expertise and seasoned compensation oversight as committee chair, with independence and ownership alignment supported by policy and practice; no director‑specific related‑party conflicts disclosed in FY2024 .