Scott D’Angelo
About Scott D’Angelo
Scott L. D’Angelo is Executive Vice President, Chief Legal Officer and Corporate Secretary of UL Solutions, appointed effective April 21, 2025; he leads legal, brand integrity, ethics and compliance and sits on the executive leadership team . He previously served as VP, Chief Legal & Administrative Officer and Corporate Secretary at CTS Corp., was Counsel at Baker McKenzie, and held senior legal roles at Fortune Brands Innovations and McDonald’s; he is admitted to the Illinois and Michigan bars, holds a JD from University of Illinois Chicago School of Law and a BA in political science from Michigan State University . Company performance context during UL Solutions’ first public year: 2024 revenue rose 7.2% to $2.9B; operating income increased 26% to $462M (margin +240 bps to 16.1%); net income increased 25% to $345M (margin +170 bps to 12.0%) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CTS Corp. | Vice President, Chief Legal & Administrative Officer and Corporate Secretary | 2021–2025 | Led legal, HR, compliance, EHS; oversaw corporate strategy and M&A |
| Baker McKenzie | Counsel | 2019–2021 | Complex cross‑border corporate and commercial transactions |
| Fortune Brands Innovations | Vice President, Deputy General Counsel & Chief Compliance Officer | 2015–2019 | Enterprise compliance leadership and deputy GC remit |
| McDonald’s Corp. | Divisional General Counsel and other senior legal roles | >10 years | Progressive legal leadership supporting global operations |
External Roles
| Organization | Role | Notes |
|---|---|---|
| The Economic Club of Chicago | Member | Professional network engagement |
| Executives’ Club of Chicago – International Business Forum | Chair (past) | Forum leadership on global business topics |
| State Bars | Illinois and Michigan | Admitted attorney (IL, MI) |
Fixed Compensation
- UL Solutions’ Human Capital & Compensation Committee (HCC) sets target executive compensation using a market-based approach; elements include base salary, target annual incentive (AEIP), and long‑term incentives .
- Base salaries are reviewed annually against peer and survey data; CEO/NEO 2024 adjustments were set April 1, 2024 (policy illustration; Scott’s specific base salary is not disclosed) .
Performance Compensation
| Program | Metric/Weighting | Target/Payout Design | Vesting |
|---|---|---|---|
| AEIP (Annual Incentive) – 2024 design | Adjusted Operating Income (AOI) company-wide; segment AOI for segment leaders | Company AOI target $498M (50% threshold at $473M; 200% max at ≥$588M); realized payout 104.6% company metric; segment TIC AOI payout 125.7%; S&A 0% (illustrative policy) | Annual cash; HCC discretion per individual performance |
| AEIP (Annual Incentive) – 2025 design | Adjusted EBITDA 75%; Revenue 25% | Shift from AOI to profitability and top-line growth; segment leaders use 50% segment targets for each metric | Annual cash; HCC discretion |
| PSUs (2024 LTIP) | 50% 3‑year cumulative organic revenue; 50% 3‑year cumulative operating income | Payout 0–200% of target; threshold 50% of target; dividend equivalents accrue; settled in Class A | 3‑year cliff vest, subject to continued employment (exceptions for death/disability/retirement) |
| RSUs (2024 LTIP) | Time-based | Dividend equivalents accrue; settled in Class A | Vests 1/3 annually over three years (time-based) |
| IPO Growth Grant – NSOs (one-time) | Options equal to 2024 annual LTIP target value | 10‑year term; designed to align post‑IPO stockholder value creation | Vests on 3rd anniversary of grant date; continued employment (exceptions apply) |
Performance Cash (Pre‑IPO LTIP) for 2022–2024 paid out at 69.8% weighted achievement (revenue and net income measures) and was settled in Class A shares in April 2025; this informs vest timing dynamics across the exec bench, though Scott joined post‑IPO .
Equity Ownership & Alignment
| Policy/Provision | Details |
|---|---|
| Stock Ownership Guidelines | President/CEO 6x salary; CFO and President TIC 3x; each other executive officer 2x salary (CLO falls into “other executive officer”) . Until met, execs must retain at least 50% of shares from award vesting/exercise net of taxes/exercise price . |
| Hedging/Pledging | Hedging, short sales, trading in derivatives, margin purchases, borrowing against or pledging company stock are prohibited for directors, Section 16 officers, employees, household members, and controlled entities . |
| Clawback (Compensation Recovery) | Mandatory recoupment for material restatement; discretionary recoupment for inaccurate metrics event, risk failures, material harm, or fraud; 3‑year lookback on bonuses/equity/incentives and SAR gains that exceed restated-appropriate amounts . |
| Change‑in‑Control equity treatment | PSUs convert to RSUs and continue vesting: if CoC within first 12 months of performance period, convert at target; after 12 months, convert based on actual performance to date; RSUs continue vesting post‑CoC subject to assumption and continued employment . |
Employment Terms
| Executive Severance Plan | Tier 1 (CEO) | Tier 2 (NEOs; other execs as designated) |
|---|---|---|
| Involuntary termination without Cause (outside Protection Period) | 1.75x base salary + target AEIP, paid over 21 months; pro‑rata AEIP if employed ≥6 months; continued health coverage; outplacement | 1.0x base salary + target AEIP, paid over 12 months; pro‑rata AEIP if employed ≥6 months; continued health coverage; outplacement |
| Termination without Cause or resignation for Good Reason within Protection Period (24 months post‑CoC) | 2.0x base salary + target AEIP lump sum; pro‑rata AEIP; continued health coverage; outplacement | 1.25x base salary + target AEIP lump sum; pro‑rata AEIP; continued health coverage; outplacement |
| Conditions/Covenants | Waiver of claims; non‑compete, non‑solicitation and other restrictive covenants; plan amendable by HCC Committee with specified limitations . | |
| Tax gross‑ups | No excise tax gross‑ups; cut‑back to avoid 280G parachute tax if net after‑tax better than unreduced amount . |
As of the April 3, 2025 proxy, UL noted an interim Chief Legal Officer (Nick Linn), consistent with Scott’s appointment later in April 2025 . Participation tier for Scott under the Executive Severance Plan is not disclosed; CEO is Tier 1 and NEOs are Tier 2 by policy .
Compensation Structure Analysis
- Pay‑for‑performance orientation is reinforced by shifting AEIP metrics to adjusted EBITDA and revenue in 2025, increasing alignment with year‑to‑year profitability and top‑line growth; segment leaders carry 50% segment weighting per metric, sharpening accountability .
- Long‑term mix emphasizes PSUs (67% at target) with 3‑year cumulative revenue and operating income, and RSUs (33% time‑based), balancing multi‑year financial outcomes with retention; IPO NSO grant adds option leverage to post‑IPO value creation .
- Governance protections include robust clawback, hedging/pledging prohibitions, and ownership guidelines with 50% retention until compliance; repricing of underwater options is not permitted without stockholder approval .
Risk Indicators & Red Flags
- Controlled company status under NYSE (UL Standards & Engagement holds ~95.7% voting power as of March 26, 2025), which can permit governance exemptions; UL states it does not currently intend to use exemptions, but retains flexibility while controlled .
- Equity award treatment on CoC is double‑trigger‑like (continued service post‑assumption); no CoC “single‑trigger” acceleration for PSUs/RSUs, mitigating windfalls .
- No tax gross‑ups; structured cutback policy reduces 280G risks for shareholders .
- Clawback applies broadly (restatements, inaccurate metrics, risk failures, material harm, fraud) with 3‑year lookback coverage including SAR gains .
Compensation Peer Group (Benchmarking Reference)
| Peer group (2024 program design; reaffirmed Aug 2024) |
|---|
| ADT Inc.; The Brink’s Company; CBIZ, Inc.; Clarivate PLC; EPAM Systems, Inc.; FactSet Research Systems Inc.; Fair Isaac Corporation; FTI Consulting; Gartner, Inc.; ICF International, Inc.; Maximus Inc.; Morningstar, Inc.; Rollins Inc.; Stericycle, Inc.; Tetra Tech, Inc.; TransUnion; WEX Inc. |
Investment Implications
- Alignment: The 2025 AEIP metric change to adjusted EBITDA/revenue and PSU focus on 3‑year cumulative financials should heighten multi‑horizon accountability across the ELT, including legal/compliance execution that supports sustainable growth and margin discipline .
- Retention and selling pressure: RSUs vest annually over three years and PSUs are 3‑year cliff; this cadence can create periodic supply upon vesting, but hedging/pledging bans and ownership guidelines (2x salary for non‑CEO/CFO/TIC execs) temper forced sales and encourage retention of shares .
- CoC economics: Double‑trigger equity treatment and defined severance multiples with no 4999 gross‑ups are shareholder‑friendly; however, as a controlled company, governance flexibility persists until control sunsets, warranting monitoring of compensation design stability and severance plan amendments over time .
- Execution risk: D’Angelo’s tenure began April 2025, post‑IPO; legal, ethics, and brand integrity stewardship under evolving AEIP/LTIP frameworks and robust clawback should mitigate compliance risk while UL pursues growth in TIC and software/advisory segments .