Sue Rataj
AGILENT TECHNOLOGIESAbout Sue H. Rataj
Independent director at Agilent Technologies since September 2015; age 67. Former Chief Executive, Petrochemicals at BP with prior senior roles overseeing health, safety, operations, and technology in BP’s Refining & Marketing segment; extensive international operating experience in Asia Pacific and Europe. Classified as independent (all directors except the CEO are independent). Current Agilent board term expires in 2026; not a director nominee in 2025. Former non‑executive Chair of Cabot Corporation (retired as Chair October 2023; departed board May 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP | Chief Executive, Petrochemicals; previously Group VP, Health, Safety, Operations & Technology (Refining & Marketing) | Through April 2011 (retired) | Led global petrochemicals operations; senior oversight of HSE/operations/technology in R&M, bringing strong operational risk and safety expertise to the boardroom. |
| Cabot Corporation | Director; Non‑Executive Chairman (retired as Chair Oct 2023) | Director Sept 2011 – May 2024 | Board leadership experience; governance oversight as Chair; stepped off board May 2024. |
External Roles
| Company/Institution | Role | Status | Committees/Notes |
|---|---|---|---|
| Cabot Corporation | Director; Non‑Executive Chairman | Former (Chair retired Oct 2023; director through May 2024) | Former public company directorship; no current public directorships disclosed. |
| Other public company directorships | — | None | “Other Public Directorships: None” in Agilent proxy. |
Board Governance
- Current Agilent committees: Audit and Finance; Nominating/Corporate Governance; not a chair. Audit & Finance met 12x in FY2024; Nominating/Governance met 5x; Board met 7x. Each director attended at least 75% of the aggregate Board and applicable committee meetings.
- Independence: All directors except the CEO are independent under NYSE standards (Rataj is independent).
- Audit & Finance scope includes oversight of financial reporting, auditor independence, internal audit, enterprise risk (including cybersecurity, sustainability, and key site/public health risks). Nominating/Governance oversees board composition/refreshment, independence, overall effectiveness, and ESG oversight.
- Governance evolution signals: Board recommends removing supermajority voting provisions (Proposal 4); stockholder proposal to declassify board (elect directors annually) is presented with no Board recommendation; Board maintains independent Chair structure.
Fixed Compensation (Non‑Employee Director Pay – FY2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $105,000 |
| Audit & Finance Committee member retainer | $10,000 |
| Other committee chair/membership retainers | None disclosed for Rataj (not a chair) |
| Total cash (FY2024) | $115,000 (sum of above) |
| Director stock ownership guideline | ≥ 6x annual cash retainer; all incumbents achieved or on-track within 5 years |
Notes:
- Directors may defer cash retainers into the Director Deferred Compensation Plan.
Performance Compensation (Equity; Design and Metrics)
| Element | Design | FY2024 Detail |
|---|---|---|
| Annual stock grant | Time‑based, vests immediately upon grant; grant sized at $235,000 using 20‑day avg price; eligible for deferral to director plan | $247,471 grant date fair value for 2024; 1,678 shares; immediately vested (no performance metrics) |
There are no performance metrics for non‑employee director compensation at Agilent; equity is not performance‑based.
Other Directorships & Interlocks
| Company | Type | Relationship/Interlock Risk |
|---|---|---|
| None (current public) | — | No current public interlocks disclosed. |
| Cabot Corporation (former) | Public | Former role only; no ongoing related‑party transactions disclosed with Agilent tied to Rataj. |
Expertise & Qualifications
- Significant leadership and business expertise from executive roles at BP; lived and worked extensively in Asia Pacific and Europe, bringing a global perspective. Public company governance experience.
Equity Ownership
| Item | Value/Description |
|---|---|
| Total beneficial ownership | 26,611 shares |
| Shares outstanding (reference) | 285,289,591 (as of Jan 23, 2025) |
| Ownership as % of common | 0.009% (calc. 26,611 / 285,289,591) |
| Vested vs. unvested | Director awards vest immediately; table shows common shares only; no unvested awards outstanding for directors at FY‑end. |
| Hedging/pledging | Hedging, short selling, and pledging prohibited for directors. |
| Ownership guideline status | All incumbent non‑employee directors have achieved or are on track (6x cash retainer within 5 years). |
Director Compensation Mix (FY2024)
- Cash vs equity mix: Cash $115,000 vs Stock $247,471 → ~32% cash / 68% equity (calculation from disclosed amounts).
Potential Conflicts & Related‑Party Exposure
- Related‑party transactions for FY2024 were reviewed; none involving Rataj had a direct or indirect material interest. Ordinary‑course transactions with Pfizer and UT Southwestern were disclosed due to affiliations of other directors (Dolsten, Podolsky).
- No pledging permitted; anti‑hedging policy in place for directors.
Independence, Attendance & Engagement
- Independence: Yes (per Board determination; all non‑employee directors except CEO).
- Attendance: Each director attended ≥75% of aggregate Board and applicable committee meetings; Board met 7x; Audit & Finance 12x; Nominating/Gov 5x.
- Annual meeting attendance: Company notes one Board member attended the 2024 annual meeting; no director‑specific disclosure provided.
Governance Assessment
- Strengths
- Independent, experienced operator with global safety/operations background; serves on Audit & Finance and Nominating/Gov—committees central to financial integrity, ERM, and ESG oversight.
- Pay structure aligns with shareholders (majority equity, immediate vest; robust ownership guideline; anti‑hedging/pledging).
- No Rataj‑specific related‑party transactions; Board refreshment and governance responsiveness (proposal to remove supermajority; consideration of declassification).
- Watch items
- Classified board persists pending stockholder actions on declassification; Board made no recommendation on annual elections proposal.
- Aggregate attendance is disclosed (≥75%); individual attendance percentages not disclosed.
Appendix: Non‑Employee Director Compensation (FY2024) – Rataj
| Component | $ |
|---|---|
| Cash Retainer | $105,000 |
| Audit & Finance member retainer | $10,000 |
| Equity Award (stock) | $247,471 (1,678 shares; immediate vest) |
| Total | $362,471 |