Otis Brawley
AGILENT TECHNOLOGIESAbout Otis W. Brawley
Otis W. Brawley, M.D., age 65, has served on Agilent Technologies’ Board since November 2021. He is the Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University (since 2019) and previously was Chief Medical & Scientific Officer of the American Cancer Society (2007–2018) and a Professor/Oncologist at Emory University (2001–2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Cancer Society | Chief Medical & Scientific Officer | 2007–2018 | Senior leadership of research, medical/science policy |
| Emory University | Internist/Oncologist; Professor of Hematology, Oncology, Medicine & Epidemiology | 2001–2018 | Academic and clinical leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Incyte Corporation (public) | Director | Since Sep 2021 | Incyte is included in Agilent’s executive compensation peer group; monitor potential interlock optics |
| Lyell Immunopharma, Inc. (public) | Director | Since Apr 2021 | Not disclosed |
| PDS Biotechnology Corp (public) | Director | Since Nov 2020 | Not disclosed |
Board Governance
| Board/Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Board of Directors | Director (Independent) | 7 | Each director attended ≥75% of aggregate Board/committee meetings |
| Compensation Committee | Member | 5 | Committee approves CEO/NEO pay and oversees incentive/benefit plans |
| Nominating/Corporate Governance Committee | Member | 5 | Oversees board composition, governance, and ESG oversight |
| Independence | Independent | — | Board determined all directors except CEO are independent |
| Board structure | Independent Chair | — | Chair is independent; regular executive sessions of independent directors |
Fixed Compensation (Non‑Employee Director – FY2024)
| Element | Amount/Detail |
|---|---|
| Cash retainer | $105,000; Dr. Brawley elected to defer 100% of cash fees to the Director Deferred Compensation Plan |
| Committee retainers | $0 (Compensation Committee member retainer not paid; only chairs receive retainers) |
| Audit & Finance member retainer | $0 (not a member) |
| Equity grant | Annual director stock award valued at $247,471 (1,678 shares); vests immediately; eligible for deferral |
| Total FY2024 director comp | $352,471 (cash + equity) |
Performance Compensation
Directors do not receive performance-based incentive pay; annual director equity is a fixed-value stock grant that vests immediately (no performance metrics) .
Other Directorships & Interlocks
- Current public company boards: Incyte; Lyell Immunopharma; PDS Biotechnology .
- Interlock consideration: Incyte appears in Agilent’s executive compensation peer group used for benchmarking NEO pay; Dr. Brawley also serves on Agilent’s Compensation Committee. This may warrant monitoring to avoid perceived cross‑board influence; the committee uses an independent consultant (Semler Brossy) and maintains independence controls .
Expertise & Qualifications
- Life sciences/healthcare, technology/innovation strategy, and regulatory expertise per Board skills matrix .
- Senior academic and oncology/epidemiology credentials; current Bloomberg Distinguished Professor at Johns Hopkins (since 2019) .
- Age 65; brings scientific and healthcare delivery insight and prior public-company board experience .
Equity Ownership (Alignment)
| As of Record Date | Common Stock | Deferred Stock/Units | Total Beneficial Ownership | Ownership % | Notes |
|---|---|---|---|---|---|
| Jan 23, 2025 | 0 | 8,097 | 8,097 | <1% | Beneficial ownership table shows deferred shares; no options/RSUs vesting within 60 days listed for Dr. Brawley . Total shares outstanding 285,289,591 . |
Additional alignment policies:
- Director stock ownership guideline: ≥6x annual cash retainer within 5 years; all incumbent directors have met or are expected to meet within 5 years .
- Hedging, short selling, and pledging of Agilent stock are prohibited for directors .
Governance Assessment
- Committee influence and expertise: As a member of the Compensation Committee, Dr. Brawley participates in CEO/NEO pay decisions and compensation policy oversight; as a member of Nominating/Corporate Governance, he helps oversee board composition and ESG matters .
- Independence and attendance: Board determined he is independent; the Board met 7 times and each director attended at least 75% of applicable meetings, supporting baseline engagement .
- Ownership and incentives: FY2024 director pay combined cash and immediately‑vesting equity; Dr. Brawley deferred 100% of cash fees and held 8,097 deferred shares as of the record date; director ownership guidelines target 6x cash retainer within 5 years, and directors are on track to comply .
- Conflicts/related‑party exposure: The company reported no related‑person transactions in FY2024 involving directors; ordinary‑course transactions with Pfizer and UTSW were reviewed due to ties of other directors (not Dr. Brawley) .
- Interlock optics: Incyte—where Dr. Brawley is a director—appears in Agilent’s compensation benchmarking peer group; combined with his Agilent Compensation Committee service, this is a potential perception risk to monitor, mitigated by independent consultant engagement and formal independence standards .
- Shareholder sentiment: Say‑on‑pay approval was 89% for 2024, indicating broad support for the pay program overseen by the Compensation Committee .
RED FLAGS: None identified in FY2024 disclosures specific to Dr. Brawley (no related‑party transactions; independence affirmed; attendance threshold met; hedging/pledging prohibited). Potential interlock perception due to Incyte’s inclusion in Agilent’s comp peer group warrants monitoring during Compensation Committee deliberations .