Koh Boon Hwee
AGILENT TECHNOLOGIESAbout Koh Boon Hwee
Koh Boon Hwee (age 74) is Agilent’s Non-Executive Chairperson since March 2017 and has served on Agilent’s Board since May 2003, bringing deep Asia-Pacific operating experience and 14 years with Hewlett-Packard; he currently chairs the Nominating/Corporate Governance Committee and serves on the Executive Committee . He is Non-Executive Chairman of Singapore Exchange Ltd. (as of January 2023) and managing partner at Altara Ventures Pte. Ltd., with prior chair roles at Sunningdale Tech Ltd., DBS Bank, Singapore Airlines, and Singapore Telecom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunningdale Tech Ltd. | Non-Executive Chair (public) → Non-Executive Chair (private) | Jan 2009–Mar 2021 (public); since Apr 2021 (private) | Led board through public-to-private transition |
| Sunningdale Tech Ltd. | Executive Chair & CEO | Jul 2005–Jan 2009 | Operational leadership and governance transition |
| DBS Bank Ltd. | Chairperson | Jan 2006–Apr 2010 | Financial sector leadership |
| Singapore Airlines | Chairperson | Jul 2001–Dec 2005 | Oversight at global airline |
| Singapore Telecom | Chairperson | Apr 1992–Aug 2001 | Telecom governance leadership |
| MediaRing Limited | Executive Director | Feb 2002–Aug 2009 | Technology operations oversight |
| Hewlett-Packard (Asia Pacific) | Various senior roles | 14 years (dates not specified) | Regional operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Singapore Exchange Ltd. | Non-Executive Chairman | As of Jan 2023–present | Current public company board role |
| Altara Ventures Pte. Ltd. | Managing Partner | Since Dec 2011 | Venture capital fund leadership |
| Far East Orchard Ltd. | Non-Executive Chairperson | Apr 2013–Apr 2022 (former public directorship) | Former public company board |
| Yeo Hiap Seng Ltd. | Non-Executive Chairperson | Apr 2010–Dec 2019 (former public directorship) | Former public company board |
| Sunningdale Tech, Ltd. | Non-Executive Chairperson (formerly public) | Jan 2009–Mar 2021 (former public directorship) | Former public company board |
Board Governance
- Roles and independence: Independent Non-Executive Chair of Agilent’s Board since March 2017, with board leadership separate from CEO; Board deems independent chair appropriate and holds independent director sessions without management .
- Committee assignments: Chair, Nominating/Corporate Governance Committee (5 meetings in FY2024); Member, Executive Committee (0 meetings in FY2024) .
- Board activity and attendance: Board met 7 times in FY2024; each director attended at least 75% of aggregate Board and applicable committee meetings while serving .
- Independence status: Nine of ten directors are independent; independent standing committees; policies prohibit hedging, short selling, and pledging of Agilent stock .
- Shareholder meeting attendance: Agilent encourages but does not require attendance; one Board member attended the 2024 annual meeting .
- Governance refreshment: Mandatory retirement age removed in 2022; Nominating/Corporate Governance Committee continues annual evaluation and refreshment .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Board Cash Retainer | 105,000 | Earned/paid; deferral election available |
| Non-Executive Chair Retainer | 155,000 | Additional retainer for Chair |
| Committee Chair Fees | — | Koh did not receive committee chair fees beyond Board Chair |
| Audit Committee Member Retainer | — | Not an audit member |
| Annual Stock Awards (Grant Date Fair Value) | 247,471 | 1,678 shares; vests immediately |
| Total FY2024 Director Compensation | 507,471 | Cash + equity |
Summary plan elements (Plan Year 2024): Annual stock grant sized at $235,000 divided by 20-day average price; grants vest immediately; Audit Committee member retainer $10,000; Audit Committee chair retainer $25,000; Compensation Committee chair $20,000; Board member cash retainer $105,000; Board chair cash retainer $155,000 .
Performance Compensation
| Metric/Term | Detail |
|---|---|
| Equity vehicle | Time-based stock award (common shares) |
| Shares granted (FY2024) | 1,678 shares; grant-date fair value $247,471 |
| Grant timing | Later of March 1 or first trading day after annual meeting |
| Vesting | Immediate upon grant |
| Deferral | Eligible to defer cash fees and stock into Director Deferral Plan; credited via 20-day average price |
| Performance metrics tied to director pay | None disclosed for directors; equity is time-based |
| Hedging/pledging policy | Directors prohibited from hedging and pledging Agilent stock |
| Clawback | Dodd-Frank–compliant clawback policy adopted Oct 2, 2023 for Section 16 Officers; existing misconduct policy applies beyond Dodd-Frank scope (executive-focused) |
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict |
|---|---|---|---|
| Singapore Exchange Ltd. | Non-Executive Chairman | Current public | No Agilent-related transactions disclosed |
| Far East Orchard Ltd. | Non-Executive Chairperson | Former public (to Apr 2022) | None disclosed |
| Yeo Hiap Seng Ltd. | Non-Executive Chairperson | Former public (to Dec 2019) | None disclosed |
| Sunningdale Tech, Ltd. | Non-Executive Chairperson | Former public (to Mar 2021) | None disclosed |
Related-person transactions policy requires Nominating/Corporate Governance Committee review; no related person had a direct or indirect material interest in FY2024; committee ratified ordinary-course transactions with Pfizer (Dolsten affiliation) and UTSW (Podolsky affiliation) but none were material .
Expertise & Qualifications
- International leadership; Technology/Innovation Strategy; Public Company Executive; M&A expertise (per Director Qualifications Matrix) .
- Background: Senior leadership across technology, telecom, airlines, banking; deep Asia-Pacific experience; 14 years with Hewlett-Packard; extensive public company governance knowledge .
Equity Ownership
| As of Jan 23, 2025 | Common Shares | Deferred Stock | RSUs/Options within 60 days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Koh Boon Hwee | 46,990 | 13,282 | — | 60,272 | <1% |
- Director ownership guidelines: Non-employee directors must own at least six times annual cash retainer; incumbents have achieved or are expected to achieve within five years .
- Hedging/pledging: Directors prohibited from hedging and pledging Agilent stock .
Say-on-Pay & Shareholder Feedback
- 2022 say-on-pay: For 216,898,569; Against 28,651,613; Abstain 517,124; approved .
- 2024 shareholder proposal responsiveness: Board engaged holders representing over 65% of stock and recommended eliminating supermajority voting thresholds; Bylaws amended accordingly .
Governance Assessment
- Strengths: Independent Board Chair since 2017 with separated CEO/Chair roles enhances oversight; robust independence (9 of 10 directors) and policies prohibiting hedging/pledging, with strong ownership guidelines supporting alignment .
- Committee leadership and engagement: Koh chairs Nominating/Corporate Governance (5 meetings in FY2024), indicating active role in board composition, evaluation, and ESG oversight; Board met 7 times, and all directors met the ≥75% attendance threshold .
- Alignment: Koh’s director pay mix is balanced (cash + immediate-vesting equity with deferral option) and meaningful beneficial ownership (60,272 shares, <1%), consistent with director guidelines .
- Shareholder responsiveness: Nominating/Corporate Governance–led engagement contributed to governance reforms (supermajority removal recommendations), a positive signal for investor confidence .
- RED FLAGS/Potential risks: Long tenure (director since May 2003) can raise refreshment/entrenchment concerns; Board removed mandatory retirement age in 2022, placing greater weight on annual evaluations for refreshment . Low attendance at the 2024 annual meeting (one director present) may be viewed as a shareholder engagement gap, though meeting attendance is not required .
- Conflicts: No related-person transactions with Koh disclosed; committee reviews ordinary-course transactions where director affiliations exist, with none material in FY2024—mitigating conflict risk .