Simon May
AGILENT TECHNOLOGIESAbout Simon May
Simon May is Senior Vice President and President of Agilent’s Diagnostics and Genomics Group (DGG), joining Agilent on May 6, 2024 after resigning as Executive Vice President and President, Life Science Group at Bio‑Rad Laboratories effective May 1, 2024 . Tenure at Agilent began in May 2024, with compensation structured to be performance‑based and aligned to company metrics including Adjusted Operating Margin, Adjusted Revenue, Adjusted EPS, and Relative TSR used across NEO incentive plans . In fiscal 2024, Agilent delivered TSR of 26.9% and GAAP diluted EPS growth of 5.7% YoY, while revenue declined 4.4% and operating margin improved to 22.9% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agilent Technologies (NYSE: A) | SVP; President, Diagnostics & Genomics Group | May 2024–present | DGG FY2024 financial results were below payout thresholds (OM 19.3% vs 22.5% target; revenue $1,636M vs $1,808M target), yielding 0% financial payout under the matrix . |
| Bio‑Rad Laboratories, Inc. | EVP; President, Life Science Group | –May 2024 (resigned effective May 1, 2024) | Departed to pursue another opportunity; succession named by Bio‑Rad . |
Fixed Compensation
| Component | FY2024 Value | Notes |
|---|---|---|
| Base Salary | $600,000 | Hired in May 2024; shown in salary table . |
| Target Bonus % of Salary | 80% | Set for Messrs. McMahon, May, Ancher‑Jensen at 80% . |
| Actual Non‑Equity Incentive (Bonus) | $92,086 | Paid under Performance‑Based Compensation Plan . |
| Cash Sign‑On Bonus | $500,000 paid at hire; $500,000 payable at 1‑year anniversary subject to continued employment; one‑year clawback if voluntary termination within 12 months of payment | Intended to replace forfeited awards upon joining Agilent . |
| All Other Compensation | $13,846 (401(k) employer contribution) | Perquisites and other items detailed; no relocation or travel benefits for Mr. May . |
Performance Compensation
Short‑Term Incentive (FY2024)
| Metric Set | Weighting | Target | Actual | Goal Attainment | Matrix Payout |
|---|---|---|---|---|---|
| DGG Adjusted Operating Margin % | Financial component (company matrices; overall STI weighted across financial and key initiatives) | 22.5% | 19.3% | 86% of OM target | 0% (no payout below OM threshold) |
| DGG Adjusted Revenue ($) | Financial component | $1,808M | $1,636M | 90% of revenue target | 0% per matrix when OM below threshold |
| Company Key Business Initiatives | Up to 25% of STI | Pre‑set initiatives per plan | Certified by Committee | Executive KBI funding ranged 0%–44% at company level in FY2024, driving overall payouts 39%–60% | Contributed to Mr. May’s actual bonus ($92,086) despite 0% DGG financial payout |
Long‑Term Incentives (FY2024 grants)
| Vehicle | Weighting | Grant Value ($) | Shares/Units | Vesting | Performance Metrics | Payout Range |
|---|---|---|---|---|---|---|
| Performance Stock Units (Relative TSR) | 30% | $825,000 | 4,255 | 100% after 3 years; 1‑year post‑vest hold | Relative TSR vs peers | 0%–200% |
| Performance Stock Units (Adjusted EPS) | 30% | $825,000 | 6,293 | 100% after 3 years | Annual Adjusted EPS (over 3‑year performance period) | 0%–200% |
| Stock Options | 20% | $550,000 | 11,792 | 25% per year over 4 years | N/A | N/A |
| Restricted Stock Units | 20% | $550,000 | 4,235 | 25% per year over 4 years; 1‑year post‑vest hold | N/A | N/A |
Context on prior cycles: FY22–FY24 PSUs paid 56% for Relative TSR (35th percentile vs S&P 500 healthcare/materials) and 87% for Adjusted EPS (year averages 170%, 48%, 42%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 23, 2025) | No shares reported for Simon May; total executive/director ownership <1% of shares outstanding . |
| Options Outstanding | 11,792 unexercisable; strike $142.80; expiration 5/8/2034 . |
| RSUs Unvested | 4,235 units; market value $551,863 (based on $130.31 on 10/31/2024) . |
| PSUs Unearned (Unvested) | 12,586 units ($1,640,082) and 4,255 units ($554,469) . |
| Ownership Guidelines | Executive officers must reach the lesser of 3x base salary or direct ownership of 40,000 shares (CEO 6x; CFO 3x/80,000); compliance within 5 years of appointment . |
| Hedging / Pledging | Prohibited for directors and executive officers; buying on margin and pledging Agilent stock banned; 10b5‑1 trading plans permitted . |
| Post‑Vest Holding | Mandatory one‑year post‑vest holding on annual LTI RSUs and PSUs . |
Employment Terms
| Provision | Detail |
|---|---|
| Start Date & Role | Appointed President, DGG effective May 6, 2024 . |
| Offer‑related Awards | New‑hire awards totaling $3,750,000: $2,750,000 LTI (on standard annual LTI terms) + $1,000,000 cash sign‑on ($500k at hire; $500k after one year), both sign‑on installments subject to clawback if termination within 12 months of payment . |
| Clawback Policies | Dodd‑Frank compliant clawback for Section 16 officers adopted Oct 2, 2023; broader recoupment policy covering misconduct, restatements, and disgorgement of profits . |
| Change‑of‑Control Economics (estimates at 10/31/2024) | Cash severance $2,160,000; healthcare benefit $80,000; stock award acceleration $551,863; total $2,791,863 . |
| Change‑of‑Control Design | Company policy uses double‑trigger provisions; no tax gross‑ups; independent compensation governance . |
| Trading Plans | Rule 10b5‑1 plans permitted to diversify and exercise options . |
Investment Implications
- Pay‑for‑performance alignment is strong: 60% of LTI is performance‑based PSUs (relative TSR and Adjusted EPS), with strict payout ranges and post‑vest holding; FY22–FY24 cycles paid at 56% (TSR) and 87% (EPS), evidencing disciplined calibration to outcomes .
- Near‑term insider selling pressure appears structurally limited by four‑year ratable vesting for RSUs/options and mandatory one‑year post‑vest holding, plus anti‑hedging and anti‑pledging rules; Simon May’s reported beneficial ownership was zero as of Jan 23, 2025, with unvested RSUs/PSUs sizable and options fully unexercisable at grant .
- DGG missed FY2024 financial payout thresholds (0% matrix payout) amid company‑wide below‑plan results; Mr. May’s cash incentive was modest ($92,086), suggesting limited upside from short‑term metrics until segment targets improve .
- Retention appears supported by substantial new‑hire LTI and sign‑on cash with clawbacks, alongside ownership guidelines requiring accumulation over five years; change‑of‑control protections are standard double‑trigger with no tax gross‑ups, reducing shareholder‑unfriendly optics .