Judy Gawlik Brown
AGILENT TECHNOLOGIESAbout Judy Gawlik Brown
Judy Gawlik Brown, age 56, is an independent director of Agilent Technologies (NYSE: A), appointed effective May 20, 2025, with her term standing for re‑election at the 2026 Annual Meeting; the Board affirmed her independence under NYSE standards and indicated no related‑party transactions at appointment . She is founder and CEO of Downtown Advisory and previously held senior executive roles at Amgen (SVP, Corporate Affairs; SVP, Global Business Solutions & Finance) and served as EVP & CFO at Perrigo (2006–Feb 2017) . Brown holds an MBA from the University of Chicago Booth School and a BS in Accountancy from the University of Illinois at Urbana‑Champaign; she is a Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perrigo Company | EVP Business Operations & CFO | 2006–Feb 2017 | Led finance and operations; recognized as “Best CFO” by major publications |
| Amgen | SVP, Global Business Solutions & Finance | Apr 2017–Oct 2018 | Oversaw global business solutions, internal audit, tax, treasury |
| Amgen | SVP, Corporate Affairs | Oct 2018–Dec 2022 | Led strategic communications, patient advocacy, ESG, philanthropy |
| Whirlpool | Finance, product development, brand marketing | Early career (U.S. & Italy) | Cross‑functional leadership |
| Ernst & Young (EY) | Audit & M&A (U.S. & Germany) | Early career | Audit/assurance, M&A advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Belden Inc. (NYSE: BDC) | Independent Director; Chair, Finance Committee; Member, Audit Committee | Since 2008 | Oversaw CEO transitions and portfolio transformation |
| Infinant Health | Director (representing Manna Tree Partners) | Appointed May 22, 2024 | Board role focused on pharma expansion |
| Downtown Advisory | Founder & CEO | Since Nov 2023 | Advises health‑care/biotech clients |
| USC Annenberg Center for Public Relations | Board of Advisors | Ongoing | Advisory contributions |
| Manna Tree Partners | Advisor / Operating Partner (Infinant Health) | Ongoing | Health & nutrition investing advisory |
Board Governance
- Committee assignments: Audit and Finance Committee member; designated “Financial Expert” by Agilent .
- Independence: Affirmed by the Board at appointment; no family relationships or Item 404(a) related‑party transactions; standard indemnification agreement entered .
- Board/committee cadence (FY2024): Board met 7 times; Audit & Finance met 12; Compensation met 5; each director attended at least 75% of applicable meetings in FY2024 (pre‑appointment for Brown) .
- Classification & term: Appointed to class standing for re‑election at the 2026 Annual Meeting; current Board size increased from 10 to 12 upon her appointment .
- Chair structure: Non‑Executive Chairperson of the Board (Koh Boon Hwee) .
Committee Meeting Counts (FY2024)
| Committee | Meetings (FY2024) |
|---|---|
| Audit and Finance | 12 |
| Compensation | 5 |
| Nominating/Corporate Governance | Not specified in excerpt |
Fixed Compensation
Agilent’s non‑employee director compensation plan (Plan Year begins March 1):
| Element | Member | Chair |
|---|---|---|
| Board Cash Retainer | $105,000 | $155,000 |
| Audit & Finance Committee Retainer | $10,000 | $25,000 |
| Compensation Committee Retainer | – | $20,000 |
| Nominating/Corporate Governance Retainer | – | – |
| Annual Stock Grant (RSUs/stock) | $235,000 value; shares based on 20‑day average price; vests immediately |
New appointees receive standard compensation pro‑rated for time served in the year (Brown’s compensation will be pro‑rated for 2025) .
Performance Compensation
| Feature | Details |
|---|---|
| Options | No option awards disclosed for non‑employee directors |
| PSUs/performance metrics | Not utilized for non‑employee directors; stock grants vest immediately upon grant |
| Clawbacks/COC for directors | Not applicable to standard director compensation; indemnification per existing agreements |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Belden Inc. | Industrial networking/cabling | Independent Director; Chair Finance; Audit Member | No Agilent‑specific related‑party transactions disclosed; independence affirmed |
| Infinant Health | Biotech/microbiome | Director (Manna Tree) | Private company; no Agilent related‑party transactions disclosed |
Expertise & Qualifications
- Financial expertise: Designated “Financial Expert” on Agilent’s Audit & Finance Committee; extensive CFO experience at Perrigo .
- Strategic/ESG communications: Led Corporate Affairs at Amgen (strategic communications, patient advocacy, ESG implementation) .
- M&A and global operations: Executed ~27 M&A transactions at Perrigo; led cross‑functional global teams in finance/operations .
- Credentials: MBA (Chicago Booth), BS Accountancy (UIUC), CPA .
Equity Ownership
- Initial beneficial ownership: At appointment, Brown held no Agilent stock or rights to acquire stock; independence affirmed; standard director compensation to be pro‑rated .
- Stock ownership guidelines: Directors must own at least six times the annual cash retainer; attainment required within five years of initial election/appointment; incumbents meet or are expected to meet guidelines .
Insider Trades and Filings
| Date | Filing/Transaction | Shares | Notes |
|---|---|---|---|
| Jun 3, 2025 | Form 4 filed (initial changes in beneficial ownership) | Not specified in index | Filing available on Agilent IR site |
| Jun 5, 2025 | Form 4 filed (amendment) | Not specified in index | Filing available on Agilent IR site |
| Jun 18, 2025 | Director sale | 1,677 | As reflected on Yahoo insider roster |
| Jun 23, 2025 | Form 3/A and Form 4/A filed | Not specified in index | Amended filings listed on Agilent IR site |
Governance Assessment
- Board effectiveness signals: Appointment increases finance/biopharma depth; Audit & Finance “Financial Expert” designation strengthens financial oversight .
- Independence and conflicts: Independence affirmed; no Item 404(a) transactions or family relationships; indemnification standard; no Agilent stock at appointment, reducing immediate alignment concerns while guidelines require build‑up over five years .
- Compensation alignment: Mixed cash/equity with immediate vest stock grants; no options or performance‑metric PSUs for directors; standard pro‑ration for partial‑year service .
- Attendance/engagement: FY2024 cadence indicates active committees (Audit 12 meetings; Compensation 5); Brown’s attendance tracking begins post‑appointment .
RED FLAGS:
- None observed at appointment: independence affirmed; no related‑party transactions; standard indemnification; ownership guidelines provide five‑year runway .
- Note: A reported sale of 1,677 shares on Jun 18, 2025 appears on an aggregator; context (e.g., tax withholding) not disclosed in filings index; monitor future Forms 4 for patterns .