General Information
Why am I receiving these materials?
Revvity, Inc., also referred to as we, us, the Company or Revvity, has prepared this proxy statement to provide our shareholders with information pertaining to the matters to be voted on at our annual meeting of shareholders to be held on Tuesday, April 23, 2024 at 8:00 a.m., on a virtual basis via live webcast at www.virtualshareholdermeeting.com/RVTY2024, and at any adjournment of that meeting. The date of this proxy statement is March 13, 2024, the approximate date on which we first sent or provided the proxy statement and form of proxy to our shareholders.
Our board of directors has fixed the close of business on February 26, 2024 as the record date for determining the shareholders entitled to receive notice of, and to vote their shares at, the meeting. On the record date, there were 123,524,821 shares of our common stock outstanding and entitled to vote. Each share of common stock carries the right to cast one vote on each of the proposals presented for shareholder action, with no cumulative voting.
Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you and cast your vote as soon as possible.
How can I vote my shares at, and participate in, the virtual annual meeting?
In an effort to provide our shareholders with enhanced accessibility to the meeting, we will be conducting this year’s annual meeting on a virtual basis. We believe that holding the meeting on a virtual basis will allow for greater participation by shareholders. Shareholders may participate in the annual meeting by visiting the following website: www.virtualshareholdermeeting.com/RVTY2024. You will need the 16-digit control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the annual meeting. Shares for which you are the beneficial owner but not the shareholder of record may also be voted electronically during the annual meeting. However, even if you plan to attend the meeting on a virtual basis, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend, or are otherwise not able to attend, the meeting. Shareholders attending the meeting on a virtual basis as a guest are not able to vote or ask questions during the meeting.
How can I vote my shares without attending the virtual annual meeting?
To vote your shares without attending the virtual meeting, please follow the instructions for Internet or telephone voting on the proxy card, voting instruction form or notice. If you received your proxy materials by mail, you may also vote by signing and submitting your proxy card and returning it by mail, if you are the shareholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the shareholder of record. This way, your shares will be represented whether or not you are able to attend the virtual meeting.
What if I want to change my vote?
You may change your vote at any time before it is exercised, which can be done by voting your shares online while virtually attending the annual meeting, or by delivering a new proxy or by notifying the Company Secretary in writing prior to the meeting. If you are not a shareholder of record, but hold shares as a beneficial owner in street name, you must contact the institution serving
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as the registered holder. If voting by Internet or telephone, you may change your vote and revoke your proxy up to 11:59 p.m. Eastern Time on the day before the meeting by following the instructions on your proxy card or voting instruction form.
What proposals will be voted on at the annual meeting?
The proposals being presented for shareholder action are set forth on your proxy card and are discussed in detail on the following pages. Shares that you have the power to vote that are represented by proxy will be voted at the meeting in accordance with your instructions indicated on the enclosed proxy card or submitted by Internet or telephone.
The first proposal is to elect ten directors for terms of one year each. You may vote for or against each nominee, or may abstain from voting on any nominee, by marking the appropriate box on the proxy card, or submitting instructions by Internet or telephone. If you return a proxy card, or submit instructions by Internet or telephone, your shares will be voted as you indicate. If you sign and return your proxy card or submit instructions by Internet or telephone and make no indication concerning one or more of the nominees, your shares will be voted “FOR” electing those nominees for whom you made no indication.
The second proposal is to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending December 29, 2024. You may vote for or against this proposal or abstain from voting on this proposal by marking the appropriate box on the proxy card or submitting instructions by Internet or telephone. If you return a proxy card or submit instructions by Internet or telephone, your shares will be voted as you indicate. If you sign and return your proxy card or submit instructions by Internet or telephone and make no indication concerning this proposal, your shares will be voted “FOR” the second proposal.
The third proposal is to approve, by non-binding advisory vote, our executive compensation. You may vote for or against this proposal or abstain from voting on this proposal by marking the appropriate box on the proxy card or submitting instructions by Internet or telephone. If you return a proxy card or submit instructions by Internet or telephone, your shares will be voted as you indicate. If you sign and return your proxy card or submit instructions by Internet or telephone and make no indication concerning this proposal, your shares will be voted “FOR” the third proposal.
The fourth proposal has been submitted by a shareholder and if properly presented at the annual meeting and approved, would require that each voting requirement in the Company’s governance documents that calls for a supermajority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals. You may vote for or against this proposal or abstain from voting on this proposal by marking the appropriate box on the proxy card or submitting instructions by Internet or telephone. If you return a proxy card or submit instructions by Internet or telephone, your shares will be voted as you indicate. If you sign and return your proxy card or submit instructions by Internet or telephone and make no indication concerning this proposal, your shares will be voted “AGAINST” the fourth proposal.
Our management does not anticipate a vote on any other proposal at the meeting. Under Massachusetts law, where we are incorporated, only matters included in the notice of the meeting may be brought before our shareholders at a meeting. If, however, another proposal is properly brought before the meeting, your shares will be voted in accordance with the discretion of the named proxies.
What voting recommendations have been made by the board?
The board of directors recommends that you vote FOR Proposal No. 1 to elect ten nominees for director for terms of one year each; FOR Proposal No. 2 to ratify the selection of Deloitte & Touche LLP as Revvity’s independent registered public accounting firm for the current fiscal year; FOR Proposal
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No. 3 to approve, on a non-binding advisory basis, our executive compensation; and AGAINST the shareholder submitted Proposal No. 4 to replace each supermajority voting requirement in the Company’s governance documents with a requirement for a majority of the votes cast for and against applicable proposals. If you sign and return the proxy card, but do not give any instructions on a particular matter described in this proxy statement, the shares you own will be voted in accordance with the recommendations of our board of directors.
What if I am a beneficial owner of shares held in “street name”?
If the shares you own are held in “street name” by a bank, broker or other nominee record holder, which, for convenience, we collectively refer to in this proxy statement as brokerage firms, your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. If you attend the virtual meeting, in order to vote your shares held in street name, you will need to follow the directions your brokerage firm provides you as well as enter the control number found on your voting instruction form that you received from your brokerage firm and follow the instructions available on the meeting website during the meeting. Many brokerage firms also offer the option of providing for voting over the Internet or by telephone, instructions for which, if available, would be provided by your brokerage firm on the voting instruction form that it delivers to you. Under the current rules of the New York Stock Exchange, or NYSE, if you do not give instructions to your brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. The ratification of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal No. 2) is considered to be a discretionary item under the NYSE rules, and your brokerage firm will be able to vote on that item even if it does not receive instructions from you, as long as it holds your shares in its name. The election of directors (Proposal No. 1), the approval of our executive compensation program (Proposal No. 3) and the shareholder proposal to replace supermajority voting with a requirement for a majority of the votes cast for and against applicable proposals (Proposal No. 4) are all “non-discretionary” items. If you return an instruction card to your brokerage firm but do not instruct your brokerage firm on how to vote with respect to these items, your brokerage firm will not vote with respect to the proposal(s) for which you did not give instructions, and your shares will be counted as “broker non-votes” with respect to those proposals. “Broker non-votes” are shares that are held in “street name” by a brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.
Who is paying for this solicitation?
This proxy is solicited on behalf of our board of directors. We will bear the expenses connected with this proxy solicitation. We expect to pay brokers, nominees, fiduciaries, and other custodians their reasonable expenses for forwarding proxy materials and annual reports to principals and obtaining their voting instructions. We have engaged Georgeson Inc. of New York, New York to assist us in soliciting proxies from brokers, nominees, fiduciaries, and custodians, and will pay Georgeson approximately $35,000 plus out-of-pocket expenses for its efforts. In addition to the use of the mails, our directors, officers, and employees may, without additional remuneration, solicit proxies in person or by use of other communications media.
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How can I view or request proxy materials?
We previously mailed to shareholders, or are providing with this proxy statement, our annual report to shareholders for 2023. The annual report is not part of, or incorporated by reference in, this proxy statement.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Shareholders to Be Held on April 23, 2024:
This proxy statement and the 2023 annual report to shareholders are available at
www.proxyvote.com for viewing, downloading and printing.
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission, except for exhibits, will be furnished without charge to any shareholder upon written or oral request to Revvity, Inc., 940 Winter Street, Waltham, Massachusetts 02451, Attention: Investor Relations, Telephone: (800) 762-4000.
How will materials be delivered to beneficial owners at the same address?
Some brokerage firms may be participating in the practice of “householding” proxy statements, annual reports and notices of Internet availability of proxy materials. This means that only one copy of these documents may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of any of these documents to you if you request one by writing or calling as follows: Revvity, Inc., 940 Winter Street, Waltham, Massachusetts 02451, Attention: Investor Relations, Telephone: (800) 762-4000. If you want to receive separate copies of our annual report and proxy statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your brokerage firm, or you may contact us at the above address and phone number.
What are the voting standards?
A majority in interest of all Revvity common stock issued, outstanding and entitled to vote on each proposal being submitted for shareholder action at the meeting constitutes a quorum with respect to that proposal. Shares of common stock represented by executed proxies received by us will be counted for purposes of establishing a quorum, regardless of how or whether those shares are voted on the proposal. Therefore, abstentions and broker non-votes are counted for purposes of determining whether a quorum exists at the meeting for that proposal.
For a nominee to be elected as a director pursuant to Proposal No. 1, more votes must be cast for such nominee’s election than against such nominee’s election. For the ratification of our independent registered public accounting firm pursuant to Proposal No. 2, the majority of the votes cast on Proposal No. 2 must be cast for the ratification. For the approval, by non-binding vote, of our executive compensation program pursuant to Proposal No. 3, the majority of the votes cast on Proposal No. 3 must be cast in favor of the executive compensation program. For the approval of the shareholder proposal for majority voting in Proposal No. 4, the majority of the votes cast on Proposal No. 4 must be cast in favor of the shareholder proposal. Shares abstaining and broker non-votes, if any, will not be counted as votes for or against, and as a result will have no effect on voting on these proposals, other than for purposes of establishing a quorum.
Although the advisory vote on Proposal No. 3 is non-binding, as provided by law, our board values shareholders’ opinions and will take the results of the vote into account when considering any changes to our executive compensation program.
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OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
ELECTING EACH OF THE TEN NOMINEES NAMED ABOVE FOR TERMS OF ONE YEAR EACH.
The persons named as proxies on the proxy card will vote shares represented by a proxy for the election of the ten nominees for terms of one year each unless the shareholder instructs otherwise on their proxy card. Our board of directors knows of no reason why any nominee should be unable or unwilling to serve. However, if that becomes the case, the persons named as proxies on the proxy card may vote to elect a substitute. In no event will shares represented by proxies be voted for more than ten nominees.
To apprise you of their qualifications to serve as directors, we include the following information concerning each of the director nominees. The qualifications presented include information each nominee has provided to us regarding age, current positions held, principal occupation and business experience for the past five years, as well as the names of other publicly held companies of which the nominee currently serves as a director or has served as a director during the past five years. In addition to the information presented regarding each nominee’s specific experience, qualifications, attributes and skills that led the nominating and corporate governance committee to recommend that our board nominate these individuals, our board believes that all of the nominees have a reputation for honesty, integrity and adherence to high ethical standards. The nominating and corporate governance committee also believes that the nominees possess the willingness to engage management and each other in a positive and collaborative fashion, and are prepared to make the significant commitment of time and energy to serve on our board and its committees.
PETER BARRETT, PhD: Age 71; Principal Occupation: Partner, Atlas Venture, a venture capital fund based in Cambridge, Massachusetts. Director of Revvity since 2012. Chair of the compensation and benefits committee and member of the nominating and corporate governance committee.
Dr. Barrett joined Atlas Venture, an early-stage life sciences venture capital fund, in 2002 and is a partner in the life sciences group, where he has been involved in the creation of several therapeutic and drug discovery platform companies. Previously, he was a co-founder, Executive Vice President and Chief Business Officer of Celera Genomics which in 2001 announced the first successful sequencing of the human genome. Prior to that, Dr. Barrett held several senior management positions at The Perkin-Elmer Corporation, most recently serving as Vice President, Corporate Planning and Business Development, where he operated several businesses and helped to greatly expand its life sciences portfolio through a series of licensing agreements, partnerships and acquisitions. He currently serves as the Chairman of Synlogic, Inc., which is publicly traded, and is a board member of privately held Obsidian Therapeutics, Inc. Dr. Barrett is also an executive fellow at the Harvard Business School and is the chair of the key advisory board of the Blavatnik Fellowship program. Dr. Barrett received his Bachelor of Science degree in chemistry from Lowell Technological Institute (now known as the University of Massachusetts, Lowell) and his doctoral degree in analytical chemistry from Northeastern University.
Dr. Barrett brings to the board more than three decades of experience in the life sciences industry, including leadership positions both as a senior executive and as an institutional investor. These roles have allowed him to develop expertise in the deployment of strategic growth initiatives within the industry. His service as chair and as a member of the boards of other companies, both publicly and privately held, enables him to assist our board in the performance of its governance obligations.
SAMUEL R. CHAPIN: Age 66; Principal Occupation: Retired Executive Vice Chairman, Bank of America Merrill Lynch, a worldwide financial institution. Director of Revvity since 2016. Chair of the audit committee.
Mr. Chapin retired from Bank of America Merrill Lynch in 2016 as Executive Vice Chairman of Global Corporate & Investment Banking, after more than thirty years in investment banking. As Executive Vice Chairman from 2010 to 2016 he was responsible for managing relationships with some of the firm’s largest clients. Mr. Chapin has worked on a broad range of financings and strategic
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advisory assignments totaling more than $500 billion, and has been named Investment Banker of the Year by Investment Dealers’ Digest. Mr. Chapin was named Vice Chairman of Merrill Lynch & Co., Inc. in 2003 and was a member of the firm’s executive Operating Committee. Mr. Chapin served in a number of other senior leadership positions while at Bank of America Merrill Lynch, including having responsibility for the Global Investment Banking division and managing many of the firm’s global corporate relationships. Mr. Chapin has served since 2019 as a Senior Advisor to Rockefeller Capital Management, a leading independent, privately-owned financial services firm, and he is also a member of the board of directors of O-I Glass, Inc. and PHINIA, Inc., both of which are publicly traded, and was formerly a director CIRCOR International, Inc. until 2023. Additionally, he serves as a trustee emeritus of Lafayette College and as a director emeritus of New York’s Roundabout Theatre Company. Mr. Chapin holds a Bachelor of Arts degree from Lafayette College and a Master of Business Administration degree from The Wharton School at the University of Pennsylvania.
Mr. Chapin provides our board expertise in corporate finance and strategy, including experience gained as a senior executive at a global financial services firm and through his service on the audit committees of public companies. He also brings to our board extensive knowledge of the industrial marketplace, along with deep experience in transactional processes, mergers and acquisitions, and deal financing for a wide range of transactions.
MICHAEL A. KLOBUCHAR: Age 48; Principal Occupation: Executive Vice President and Chief Strategy Officer, Merck & Co., Inc., a global biopharmaceutical company based in Rahway, New Jersey. Director of Revvity since February 2024.
Mr. Klobuchar has served since 2021 as Executive Vice President and Chief Strategy Officer of Merck, a premier research-intensive global biopharmaceutical company, and is a member of Merck’s Executive Committee. In this role he leads the advancement and execution of Merck’s strategy, with additional responsibility for business development and information technology. Prior to this role, Mr. Klobuchar was Senior Vice President, CFO and Head of Portfolio and Alliance Management for Merck Research Laboratories, the company’s research and development organization, from 2019 to 2021, and led the Global Portfolio and Alliance Management group within that organization. Mr. Klobuchar joined Merck Research Laboratories in 1998 and has held a variety of positions of increasing responsibility in the company’s research, manufacturing, commercial planning, finance and strategy organizations, including leading key elements related to the integration of Merck Research Laboratories with Schering-Plough R&D following the merger of the two companies. Mr. Klobuchar received his Master of Business Administration degree from Villanova University, a Master of Science degree in chemical engineering from Rutgers University and a Bachelor of Science degree from Purdue University.
Mr. Klobuchar brings to our board a wealth of experience in both developing and implementing strategic and operational initiatives for a complex, worldwide enterprise as a result of his more than twenty-five years of experience with Merck in a variety of key technical, operational and financial roles. This background, along with his deep commitment to scientific innovation, will provide the board with valuable guidance in executing on the Company’s strategic vision.
MICHELLE MCMURRY-HEATH, MD, PhD: Age 54; Principal Occupation: Consultant to Biotechnology Industry. Director of Revvity since 2022. Member of the audit committee.
Dr. McMurry-Heath, a medical doctor and molecular immunologist by training, most recently served as President and Chief Executive Officer of the Biotechnology Innovation Organization, the world’s largest biotechnology advocacy group, from 2020 to 2022. Dr. McMurry-Health was previously with Johnson & Johnson (J&J) from 2014 to 2020, where she served as Global Head of Evidence Generation for Medical Device Companies and then Vice President of Global External Innovation and Global Leader for Regulatory Sciences. Prior to her time at J&J, Dr. McMurry-Heath was also a key science policy leader in government, conducting a comprehensive analysis of the National Science Foundation’s policies, programs and personnel. President Obama then named her associate science director of the FDA’s Center for Devices and Radiological Health.
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Dr. McMurry-Heath was the founding director of the Aspen Institute’s Health, Biomedical Science, and Society Policy Program and received her early training in science policy from the Robert Wood Johnson Foundation. Dr. McMurry-Heath also serves on the board of directors at publicly traded Bioventus. She received her Bachelor of Arts degree in biochemistry from Harvard University and her MD/PhD from Duke’s Medical Scientist Training Program, becoming the first African American to graduate from the prestigious program, and spent 12 years working at the research bench before taking policy and leadership roles in government and industry.
Dr. McMurry-Heath provides the board with strategic leadership experience in working with industry advocacy groups and large biotechnology organizations, as well as collaborating with governmental research organizations and policy makers in an effort to broaden access to scientific progress. Her unique perspective and insight into our industry and the associated regulatory challenges will aid in informing the board’s decisions in this area going forward.
ALEXIS P. MICHAS: Age 66; Principal Occupation: Managing Partner of Juniper Investment Company, LLC, an investment management firm based in New York. Director of Revvity since 2001. Non-Executive Chairman.
Mr. Michas is the founder and has been Managing Partner of Juniper Investment Company, LLC since 2008. Juniper is also a Principal of Aetolian Investors, LLC, a registered commodity pool operator. Mr. Michas received a Bachelor of Arts degree from Harvard College and a Master of Business Administration degree from Harvard Business School. Mr. Michas is the Non-Executive Chairman of the board of BorgWarner Inc. and a board member of AstroNova, Inc., both of which are publicly traded. Mr. Michas is also a director of funds managed by Atlantic Investment Management, Inc., a privately held investment company, as well as a board member of privately held Theragenics Corporation. Mr. Michas also served as the Non-Executive Chairman of the board of Lincoln Educational Services Corporation until 2015, and as a director of Allied Motion Technologies, Inc. until July 2017.
Mr. Michas was named Non-Executive Chairman of the board as of December 30, 2019. He brings to our board, and to the position of Non-Executive Chairman, many years of private equity experience across a wide range of industries, and a successful record of managing investments in public companies. Mr. Michas also brings extensive transactional expertise, including mergers and acquisitions, IPOs, debt and equity offerings, and bank financing. This expertise allows Mr. Michas to provide our board with valuable insight on trends in global debt and equity markets, and the impact of such trends on the capital structure of the Company. We also benefit from the corporate governance knowledge developed by Mr. Michas in his board roles with other public companies, including his service as a board chairman, a lead director, and a member of the compensation, governance, audit, finance and executive committees of such companies. Mr. Michas’ thorough knowledge of the Company and his current and past service on the boards of other public companies make him uniquely qualified to serve as our Non-Executive Chairman.
PRAHLAD R. SINGH, PhD: Age 59; Principal Occupation: President and Chief Executive Officer of Revvity. Director of Revvity since 2019.
Dr. Singh was elected President and Chief Executive Officer of Revvity effective December 30, 2019, and appointed to our board of directors in 2019. Previously, Dr. Singh was the President and Chief Operating Officer of the Company since January 2019. Dr. Singh joined Revvity as the President of our Diagnostics business in 2014. He was elected Senior Vice President in 2016 and Executive Vice President in 2018. Prior to joining Revvity, Dr. Singh was General Manager of GE Healthcare’s Women’s Health business from 2012 to 2014, with responsibility for its mammography and bone densitometry businesses. Before that, Dr. Singh held senior executive level roles in strategy, business development and mergers & acquisitions at both GE Healthcare and Philips Healthcare. Earlier in his career, he held leadership roles of increasing responsibility at DuPont Pharmaceuticals and subsequently at Bristol-Myers Squibb Medical Imaging, which included managing the Asia Pacific and Middle East region.
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Dr. Singh is a member of the board of directors of publicly traded Amphenol Corporation. He also currently serves on the board of directors of the Analytical, Life Sciences & Diagnostics Association (ALDA) and is a member of the Massachusetts General Hospital President’s Council. Dr. Singh holds a doctoral degree in chemistry from the University of Missouri-Columbia and a Master of Business Administration degree from Northeastern University. His research work has resulted in several issued patents and publications in peer-reviewed journals.
Dr. Singh has more than twenty-five years of leadership experience with global innovators in healthcare technology. He has spent the past decade developing unique insights into our business and providing the leadership needed to enable our continued growth. Dr. Singh brings to our board a detailed understanding of our people and culture, the core technologies that we utilize, and the operational strategies available to us as we continue to expand the boundaries of human potential through science.
SOPHIE V. VANDEBROEK, PhD: Age 62; Principal Occupation: Former Vice President, Emerging Technology Partnerships, IBM Corporation, a global technology company. Director of Revvity since February 2024.
Dr. Vandebroek has served as founder and owner of Strategic Vision Ventures LLC, a technology consulting firm, since 2021. Previously, Dr. Vandebroek was the inaugural visiting scholar at the Massachusetts Institute of Technology School of Engineering for the 2019-2020 academic year; Vice President, Emerging Technology Partnerships for IBM from 2018 to 2019; and Chief Operating Officer - IBM Research from 2017 to 2018. Prior to joining IBM, she was an executive with Xerox Corporation, where her roles included serving as Chief Technology Officer and Corporate Vice President of Xerox Corporation, President of the Xerox Innovation Group, and Chief Engineer. She was also responsible for overseeing Xerox’s global research centers, including the Palo Alto Research Center, or PARC Inc. Dr. Vandebroek currently serves on the boards of IDEXX Laboratories, Inc. and Wolters Klumer N. V., both of which are publicly traded, as well as a privately held biotechnology company, and formerly served on the board of Analogic Corporation. In 2021, Dr. Vandebroek was appointed an honorary Professor at KU Leuven, Belgium. Dr. Vandebroek is the Chair of the Advisory Committee of the Flanders AI Research Program and a Fellow of the Institute of Electrical & Electronics Engineers. Dr. Vandebroek holds a bachelor’s degree and a master’s degree in electro-mechanical engineering from KU Leuven, Leuven, Belgium, and a doctoral degree in electrical engineering from Cornell University.
Dr. Vandebroek provides our board, through her academic experiences, public company board service and prior executive roles at IBM and Xerox, with a depth of expertise and cutting-edge knowledge in sustainability, AI, technology, business processes and cybersecurity. Her experience in managing research and development portfolios for diverse and inclusive organizations on a global scale will provide the board with valuable insights on the Company’s innovation efforts.
MICHEL VOUNATSOS: Age 62; Principal Occupation: Former Chief Executive Officer of Biogen Inc. Director of Revvity since 2020. Chair of the nominating and corporate governance committee and member of the audit committee.
Mr. Vounatsos served as the Chief Executive Officer and a member of the board of directors of publicly traded Biogen Inc., a leading biotechnology company based in Cambridge, Massachusetts from 2017 to 2022 and as Executive Vice President, Chief Commercial Officer of Biogen from 2016 to 2017. Prior to joining Biogen in 2016, Mr. Vounatsos spent twenty years at Merck & Co., Inc., a pharmaceutical company, where he most recently served as President, Primary Care and Customer Centricity in the United States. During his time at Merck, Mr. Vounatsos helped transform its go-to-market model and further expanded its mature and emerging markets. Mr. Vounatsos previously held leadership positions across Europe and in China for Merck. Prior to that, Mr. Vounatsos held management positions at Ciba-Geigy, a pharmaceutical company. Mr. Vounatsos currently serves on the board of directors of publicly traded Zai Lab Ltd., and is also a member of the Supervisory Board of Liryc - the Electrophysiology and Heart Modeling Institute at the University of Bordeaux.
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Mr. Vounatsos received his Certificate of Clinical and Therapeutic Synthesis in Medicine from the Université Victor Segalen, Bordeaux II, France, and his Master of Business Administration degree from the HEC School of Management in Paris.
Mr. Vounatsos brings to our board significant knowledge and broad-based experience with respect to the biotechnology, healthcare and pharmaceutical industries. Mr. Vounatsos provides our board with a unique academic perspective from his time studying both medicine and business. Mr. Vounatsos also brings valuable leadership skills gained as the chief executive officer of a Fortune 500 company.
FRANK WITNEY, PhD: Age 70; Principal Occupation: Former Chief Executive Officer, Affymetrix, Inc., a leading provider of microarray technology; Director of Revvity since 2016. Member of the compensation and benefits and nominating and corporate governance committees.
Dr. Witney most recently served as President and Chief Executive Officer of Affymetrix, Inc., which specialized in microarray technology and cellular analysis, from 2011 through March 2016 when it was acquired by Thermo Fisher Scientific Inc. Previously, Dr. Witney was President and Chief Executive Officer of Dionex Corp., a market-leading ion and high-performance liquid chromatography company. Prior to that, Dr. Witney first joined Affymetrix as Executive Vice President and Chief Commercial Officer when it acquired Panomics, Inc., a quantitative biology company, which Dr. Witney had led as President and Chief Executive Officer. He previously held the role of President of Revvity’s Drug Discovery Tools division following Revvity’s acquisition of Packard BioScience in 2001, where he served as President and Chief Operating Officer. Dr. Witney also held several positions at Bio-Rad Laboratories, leading that company’s efforts to enter the proteomic and bioassay technologies market. Dr. Witney was a post-doctoral fellow at the National Institutes of Health and holds a PhD in molecular and cell biology and a Master of Science degree in microbiology from Indiana University, as well as a Bachelor of Science degree in microbiology from the University of Illinois. Dr. Witney is a member of the board of directors of publicly traded Cerus Corporation, Standard BioTools, Inc. and Telesis Bio, Inc. (formerly known as Codex DNA), as well as several privately held companies, and is an Operating Partner at Ampersand Capital Partners.
Dr. Witney brings to our board deep market knowledge and over 30 years of leadership experience across the life sciences and diagnostics industries, including as a chief executive officer and board member. Through this experience, he has developed expertise in several valued areas including strategic product development, business development and operational management.
PASCALE WITZ: Age 57; Principal Occupation: Founder and President, PWH Advisors. Director of Revvity since 2017. Member of the audit and compensation and benefits committees.
Ms. Witz has served as the President of PWH Advisors, a consultancy firm advising healthcare and investment companies, since founding the firm in 2016. Previously, Ms. Witz served as a Member of the Executive Committee for Sanofi, S. A., most recently as Executive Vice President, Global Diabetes & Cardiovascular, and previously as Executive Vice President, Global Pharma and Consumer Healthcare divisions. Before joining Sanofi, Ms. Witz served as President and Chief Executive Officer of GE’s pharmaceutical diagnostics, a $2 billion integrated pharmaceutical business that encompassed research and development through commercialization. Previously Ms. Witz served with GE Healthcare, where she held positions of increasing responsibility in Europe and the United States. Before joining GE Healthcare, Ms. Witz was previously employed with Becton Dickinson Pharmaceutical Systems. Ms. Witz currently serves on the boards of Fresenius Medical Care AG & Co. KGaA and Regulus Therapeutics, Inc., as well as several privately held companies, and formerly served on the boards of Horizon Therapeutics Plc, Savencia SA and Tesaro, Inc. Ms. Witz received her Master of Business Administration degree from INSEAD, Fontainebleau, France and her Master of Science degree in biochemistry from the Institut National des Sciences Appliquées, Lyon, France. She was also a doctoral student in molecular biology at the Centre National de la Recherche Scientifique, Strasbourg, France.
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| INFORMATION RELATING TO OUR BOARD OF DIRECTORS AND ITS COMMITTEES |
Determination of Independence
Our common stock is listed on the New York Stock Exchange. Under current NYSE rules, a director of Revvity qualifies as “independent” only if our board of directors affirmatively determines that the director has no material relationship with Revvity, either directly or as a partner, shareholder or officer of an organization that has a relationship with Revvity. Our board of directors evaluates the independence of our directors on an annual basis. In evaluating potentially material relationships, our board considers commercial, industrial, banking, counseling, legal, accounting, charitable and familial relationships, among others. Our board of directors has determined that none of Messrs. Chapin, Klobuchar, Michas, or Vounatsos, Ms. Witz, or Drs. Barrett, McMurry-Heath, Vandebroek or Witney, has a material relationship with Revvity, and also that each of these directors is “independent” as determined under Section 303A.02(b) of the NYSE Listed Company Manual.
Director Candidates
Our shareholders may recommend director candidates for inclusion by the board of directors in the slate of nominees the board recommends to our shareholders for election. The qualifications of recommended candidates will be reviewed by the nominating and corporate governance committee. If the board determines to nominate a shareholder-recommended candidate and recommends his or her election as a director by the shareholders, the name will be included on our proxy card for the shareholders’ meeting at which his or her election is recommended.
Shareholders may recommend individuals for the nominating and corporate governance committee to consider as potential director candidates by submitting their names, together with appropriate biographical information and background materials, and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made. Materials should be mailed to the “Revvity Nominating and Corporate Governance Committee” c/o Office of the General Counsel, Revvity, Inc., 940 Winter Street, Waltham, Massachusetts 02451. The nominating and corporate governance committee will consider a proposed director candidate only if appropriate biographical information and background material are provided on a timely basis. The process followed by the nominating and corporate governance committee to identify and evaluate candidates may include requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the nominating and corporate governance committee and the board of directors. Assuming that appropriate biographical and background material are provided for candidates recommended by shareholders, the nominating and corporate governance committee will evaluate those candidates by following substantially the same process as outlined above, and applying substantially the same criteria, as for candidates submitted by board members.
Shareholders also have the right under our By-laws to nominate director candidates directly, without any action or recommendation on the part of the nominating and corporate governance committee or our board, by following the process for shareholder proposals for election of directors set forth in our By-laws and discussed in “Shareholder Proposals for 2025 Annual Meeting of Shareholders,” below. Candidates nominated by shareholders in accordance with these procedures will not be included in our proxy card for the shareholder meeting at which his or her nomination is recommended.
Revvity • 2024 Proxy Statement 13
Criteria and Diversity
In considering whether to recommend any candidate for inclusion in the board of directors’ slate of recommended director nominees, including candidates recommended by shareholders, the nominating and corporate governance committee will apply the criteria set forth in Revvity’s corporate governance guidelines and such other factors as the committee deems appropriate. These criteria include the candidate’s experience, skills, and independence. In evaluating a candidate’s experience and skills, the nominating and corporate governance committee may also consider qualities such as an understanding of technologies, marketing, finance, regulation and public policy, and international issues. In evaluating a candidate’s independence, the nominating and corporate governance committee will consider the applicable independence standards of the NYSE and the Securities and Exchange Commission. The nominating and corporate governance committee will evaluate each director candidate in the context of the perceived needs of the board, the best interests of Revvity and its shareholders, as well as our corporate governance guidelines which specify that the composition of the board should reflect diversity. Accordingly, the nominating and corporate governance committee seeks nominees with a broad range of experience, professions, skills and backgrounds. The nominating and corporate governance committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.
The nominating and corporate governance committee, as part of its annual assessment of board performance, reviews the diversity of experience, attributes and skills considered necessary for the optimal functioning of the board. The committee reviews the experience, attributes and skills currently represented on the board, as well as those areas where a change could improve the overall quality of our board and the ability of the board to perform its responsibilities. The committee then establishes those areas that could be the focus of a director search, if necessary. The nominating and corporate governance committee’s annual evaluation process represents an in-depth and personalized approach to assessing both the effectiveness of the board as a whole and each member of the board on an individual basis. Included as a component of the board’s annual self-evaluation is a review of the board’s diverse mix of experience, attributes and skills.
Each member of the board of directors is required to limit the number of other public company boards on which they serve so that they are able to devote adequate time to their duties to the Company, including preparing for and attending meetings of the board and any committees on which they serve. No director may serve on more than three other public company boards (and in the case of the Company’s Chief Executive Officer, no more than one other public company board), in addition to the Company’s board, unless such service is specifically approved in advance by a majority of the board. Directors are required to advise the Chair of the nominating and corporate governance committee in advance of accepting any invitation to serve on another public company board and to provide sufficient opportunity and information to confirm that the director who proposes to accept a new directorship remains independent. Service on boards of other organizations is required to comply with the Company’s conflict of interest policies.
Leadership Structure
Our board of directors selects a Chairman of the board by evaluating the criteria and using a process that the board considers to be in the best interests of the Company and its shareholders, pursuant to our corporate governance guidelines. Our board of directors does not have a fixed policy on whether the Chief Executive Officer and Chairman should be separate positions or whether the Chairman should be an employee or non-employee. Currently, Mr. Michas serves as our Non-Executive Chairman and Dr. Singh serves as our Chief Executive Officer. Mr. Michas has been a member of our board since 2001 and has served as Non-Executive Chairman since December 30, 2019, having most
14 Revvity • 2024 Proxy Statement
recently served as our Lead Director. In addition to his years of experience on our board, Mr. Michas brings to the role a wealth of corporate governance knowledge developed in his board roles with other public companies. Dr. Singh joined the Company in 2014 and has held a number of senior leadership positions. Dr. Singh was elected to our board in 2019 and has served as our Chief Executive Officer since December 30, 2019. We believe that the Company will benefit from separating the roles of Chairman and Chief Executive Officer by allowing each individual to focus on their respective areas of responsibility. As Non-Executive Chairman, Mr. Michas’ primary responsibilities include presiding at meetings of our board of directors, reviewing and assisting in setting the agenda and schedule for meetings of our board of directors, advising the committee chairs in performing their responsibilities, initiating and chairing meetings of the independent directors, and counseling the Chief Executive Officer and directors as needed. Our board holds executive sessions of the independent directors preceding or following each regularly scheduled board meeting. We believe that the current leadership structure, through the combination of Dr. Singh’s knowledge of the Company as Chief Executive Officer and Mr. Michas’ demonstrated understanding of the role played by the chair of a public company board of directors, allows the Chief Executive Officer to set the overall direction of the Company and provide day-to-day leadership, while having the benefit of the Non-Executive Chairman’s counsel and corporate governance experience. In addition, separation of the roles of Non-Executive Chairman and Chief Executive Officer encourages a greater role for the independent directors in the oversight of the Company and in their representation of shareholders’ interests.
Communications from Shareholders and Other Interested Parties
Our board of directors will give appropriate attention to written communications on issues that are submitted by shareholders and other interested parties, and will respond if and as appropriate.
Shareholders and other interested parties who wish to communicate with our entire board, or with our non-management directors, may do so by writing to Alexis P. Michas, Non-Executive Chairman, Revvity, Inc., 940 Winter Street, Waltham, Massachusetts 02451. Communications will be forwarded to other directors if the communications relate to substantive matters that the Non-Executive Chairman, in consultation with our General Counsel, considers appropriate for attention by the other directors. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances or matters as to which we tend to receive repetitive or duplicative communications.
Board of Directors’ Role in Risk Oversight
Our board of directors has an active role in overseeing risks that could affect the Company, including operational, financial, legal and regulatory, and strategic and reputational risks. This oversight is conducted primarily through the audit committee, which has been assigned responsibility for enterprise risk management and reports regularly to our board on such matters. Senior management carries out the functional performance of enterprise risk management activities, with access to external service providers as needed. This process includes periodic reporting by management to the audit committee in order to systematically identify, analyze, prioritize and document potential business risks, their potential impact on the Company’s performance, and the Company’s ability to detect, manage, control and prevent these risks. When the audit committee receives a report from senior management, the Chair of the audit committee reports on the discussion to the full board during the next board meeting. This enables the board and its committees to coordinate the overall risk oversight role, particularly with respect to risk areas that may potentially impact more than one committee of the board of directors.
In addition to the role our audit committee plays in overseeing enterprise risk management activities, our compensation and benefits committee monitors the design and implementation of our compensation programs to ensure that these programs include the elements needed to motivate employees to take a long-term view of the business and to avoid encouraging unnecessary risk taking.
Revvity • 2024 Proxy Statement 15
Based on a functional review of our compensation policies and practices as performed by senior management in consultation with our compensation and benefits committee, we do not believe that any risks arising from our employee compensation programs are likely to have a material adverse effect on the Company.
The audit committee also oversees management’s evaluation of risks posed by cybersecurity and related information technology issues to the Company’s operational performance. This role includes engaging with senior management in a periodic review and assessment of the Company’s cybersecurity, information security, data privacy and technology risks, and the Company’s policies and procedures to assess, monitor, manage and mitigate these risks.
The nominating and corporate governance committee oversees the Company’s corporate responsibility and sustainability efforts, which includes the impact of environmental and social issues on the Company. This includes engaging with senior management, and considering input from our shareholders and other stakeholders on what are commonly referred to as ESG issues, on a periodic basis to review and assess our policies and procedures in this area. The nominating and corporate governance committee reports any notable trends or issues back to the full board on a regular basis for further review. We believe that this level of oversight is appropriate and in the best interests of the Company and our shareholders given the high degree of importance that we place on advancing our environmental, social and governance strategy.
Board of Directors Meetings and Committees
Our board of directors has responsibility for establishing broad corporate policies and for reviewing overall performance, rather than day-to-day operations. The board’s primary responsibility is to oversee the management of the Company and, in so doing, serve the best interests of our Company and its shareholders. The board selects, evaluates and provides for the succession of our executive officers. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. It participates in decisions that have a potential major economic impact on Revvity. Management keeps the directors informed of Company activity through regular written reports and presentations at board and committee meetings. The board participates in an annual self-evaluation process.
Our board of directors met six times in fiscal 2023. During fiscal 2023, each director attended 75% or more of the total combined number of meetings of the board and the committees of which such director was a member. Members of our board of directors are strongly encouraged to attend our annual meeting of shareholders utilizing available technology. In 2023, all but one of our directors attended our annual meeting of shareholders, which was conducted in a hybrid meeting format.
Dr. Singh is the only director who is also an employee of Revvity. He does not participate in the portions of any meetings at which his compensation is determined.
Our board’s standing committees are audit, nominating and corporate governance, and compensation and benefits. Each committee has a charter that has been approved by the board. Each committee must review the appropriateness of its charter and perform a self-evaluation at least annually. You can access our committee charters, corporate governance guidelines and our standards of business conduct under “Company–Governance” on our website, www.revvity.com, or you may request a copy by writing to Revvity, Inc., 940 Winter Street, Waltham, Massachusetts 02451, Attention: Investor Relations.
16 Revvity • 2024 Proxy Statement
Audit Committee
Our audit committee assists the board of directors in overseeing the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications and independence, risk assessment, the performance of our internal audit function and our independent registered public accounting firm. Our audit committee also considers and approves the specific terms of debt and equity securities to be issued by Revvity, indebtedness and off-balance sheet transactions to be entered into by Revvity, and also considers and approves transactions affecting our capital structure. The current members of our audit committee are Mr. Chapin (Chair), Mr. Vounatsos, Ms. Witz and Dr. McMurry-Heath. Our board of directors has determined that each of Messrs. Chapin and Vounatsos, Ms. Witz and Dr. McMurry-Heath qualify as an “audit committee financial expert” as defined by applicable rules of the Securities and Exchange Commission. Each of Messrs. Chapin and Vounatsos, Ms. Witz and Dr. McMurry-Heath is an “independent director” under the rules of the NYSE governing the qualifications of the members of audit committees, including the additional independence requirements of Rule 10A-3 for audit committees under the Securities Exchange Act of 1934, which we refer to in this proxy statement as the Exchange Act. In addition, our board has determined that each member of the audit committee is financially literate, and that Mr. Chapin has accounting and/or related financial management expertise as required under the rules of the NYSE. None of Mr. Chapin, Mr. Vounatsos, Ms. Witz or Dr. McMurry-Heath serves on the audit committees of more than two other public companies. The audit committee held eight meetings during fiscal 2023.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee identifies qualified director candidates, recommends to the board of directors the persons to be nominated by the board as directors at the annual meeting of shareholders, reviews and recommends changes to our corporate governance principles and to our corporate responsibility and sustainability efforts, including the impact of environmental and social issues on the Company, and oversees the evaluation of the board. Our nominating and corporate governance committee also adopted and oversees our related party transactions policy. The current members of the nominating and corporate governance committee are Mr. Vounatsos (Chair) and Drs. Barrett, Grégoire and Witney. The board has determined that each of Mr. Vounatsos and Drs. Barrett, Grégoire and Witney is independent as defined under the rules of the NYSE. The nominating and corporate governance committee has the authority under its charter to retain, review fees for, and terminate advisors and consultants as it deems necessary to assist in the fulfillment of its responsibilities. For information relating to nominations of directors by our shareholders, see “Director Candidates” above. For information concerning our related party transactions policy, see “Certain Relationships and Policies on Related Party Transactions” below. Our nominating and corporate governance committee met three times during fiscal 2023.
Compensation and Benefits Committee
Our compensation and benefits committee discharges the responsibilities of our board relating to the compensation and benefits of our Chief Executive Officer and our other executive officers, and reviews and makes recommendations to the nominating and corporate governance committee regarding director compensation. The compensation and benefits committee also oversees the performance evaluation of our Chief Executive Officer by our board. In addition, the compensation and benefits committee grants equity (stock options, restricted shares and other stock incentives) to our officers and administers our incentive compensation and executive benefit plans. The compensation and benefits committee also reviews and approves recommendations from our management-run administrative committee concerning terminations of broad-based, non-executive benefit plans, as well as material design changes to those plans that would result in significant cost or increased risk to the Company.
Revvity • 2024 Proxy Statement 17
Independent Registered Public Accounting Firm Fees and Other Matters
The following table presents the aggregate fees billed for services rendered by Deloitte & Touche LLP, the member firms of Deloitte & Touche Tohmatsu and their respective affiliates, in the identified categories for fiscal 2023 and fiscal 2022:
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fiscal 2023 |
|
|
Fiscal 2022 |
|
| Audit Fees |
|
$ |
4,731,000 |
|
|
$ |
7,563,000 |
|
| Audit-Related Fees |
|
|
116,000 |
|
|
|
100,000 |
|
| Tax Fees |
|
|
4,057,000 |
|
|
|
5,084,000 |
|
| All Other Fees |
|
|
15,000 |
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
| Total Fees |
|
$ |
8,919,000 |
|
|
$ |
12,752,000 |
|
|
|
|
|
|
|
|
|
|
Audit Fees
These are fees related to professional services rendered in connection with the audit of our annual financial statements, the reviews of the interim financial statements included in each of our quarterly reports on Form 10-Q, and other professional services provided by our independent registered public accounting firm in connection with statutory or regulatory filings or engagements.
Audit-Related Fees
These are fees for assurance and related services that are reasonably related to performance of the audit and review of our financial statements, and which are not reported under “Audit Fees.” These services consisted primarily of audits of employee benefit plans, and for fiscal 2023, attestation services for such matters as required for consents related to registration statements and other filings with the Securities and Exchange Commission.
Tax Fees
These are fees billed for professional services for tax compliance, tax advice and tax planning services. Tax compliance services which relate to preparation of original and amended US and non-US corporate income tax returns (fees for which amounted to $243,000 in fiscal 2023 and $410,000 in fiscal 2022) and expatriate tax return preparation and assistance (fees for which amounted to $4,000 in fiscal 2023 and $0 in fiscal 2022) accounted for $247,000 of the total tax fees paid for in fiscal 2023 and $410,000 of the total tax fees paid for in fiscal 2022. Tax advice and planning services, including consultations on foreign transactions, assistance with tax audits and appeals, tax advice related to reorganizations, mergers and acquisitions, employee benefit plans and requests for rulings or technical advice from taxing authorities, amounted to $3,810,000 in fiscal 2023 and $4,674,000 in fiscal 2022.
All Other Fees
Fees paid or incurred for other services amounted to $15,000 in fiscal 2023 and $5,000 in fiscal 2022.
Audit Committee’s Pre-approval Policy and Procedures
The audit committee of our board of directors has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of our independent registered public accounting firm. We may not engage our independent registered public accounting firm to render any audit or non-audit service unless either the service is approved in advance by the audit committee, or the engagement to render the service is entered into pursuant to the audit committee’s pre-approval policies and procedures. On an annual basis, the audit committee
Revvity • 2024 Proxy Statement 19
may pre-approve services that are expected to be provided to Revvity by the independent registered public accounting firm during the following 12 months. At the time such pre-approval is granted, the audit committee must (1) identify the particular pre-approved services in a sufficient level of detail so that our management will not be called upon to make a judgment as to whether a proposed service fits within the pre-approved services and (2) establish a monetary limit with respect to the total pre-approved services, which limit may not be exceeded without obtaining further pre-approval under the policy.
Our management periodically provides the audit committee updates of proposed services for pre-approval. Any additional services which fall outside the scope of the annual service review process require advance approval by the audit committee. The audit committee may delegate to one or more designated members of the committee the authority to grant pre-approvals of permitted services, or classes of permitted services, to be provided by the independent registered public accounting firm. The decisions of a designated member to pre-approve a permitted service are reported to the audit committee at its next regularly scheduled meeting. While controls have been established to identify all services rendered by the independent registered public accounting firm, the audit committee recognizes that there may be some “de minimis” services provided that, while considered permitted services, may not be identified as non-audit services or reported immediately because of their “de minimis” nature. Such services may be approved prior to the completion of the audit by either the audit committee, or a designated member of the audit committee.
Certain Relationships and Policies on Related Party Transactions
The nominating and corporate governance committee of our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which Revvity was or is to be a participant, and in which one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), or any entity in which persons listed above, either individually or in the aggregate, has a greater than 10% ownership interest, each of whom we refer to as a “related party,” has or will have a direct or indirect material interest, as determined by the committee. We refer to these transactions as “related party transactions.”
The policy calls for any proposed related party transaction to be reviewed and, if deemed appropriate, approved by our nominating and corporate governance committee. Whenever practicable, the review and approval will occur prior to entry into the transaction. If advance approval is not practicable, the committee will review, and, in its discretion, may approve the related party transaction. The policy also permits the Chair of the committee to review and, if deemed appropriate, approve proposed related party transactions that arise between committee meetings, in which case the Chair will report such transactions to the committee at its next meeting. Any related party transactions that are ongoing in nature will be reviewed annually. The committee will review and consider such information regarding the related party transaction as it deems appropriate under the circumstances.
The committee has determined that certain types of transactions, such as those excluded by the instructions to the Securities and Exchange Commission’s related person transaction disclosure rule, do not create a material direct or indirect interest on behalf of related parties and, therefore, are not related party transactions for purposes of this policy.
The committee may approve a related party transaction only if the committee determines that, under all of the circumstances, the transaction is in the best interest of Revvity and its shareholders.
20 Revvity • 2024 Proxy Statement
Our director compensation program is designed to provide a competitive level of compensation and to enable Revvity to attract and retain highly qualified board members. Annual compensation for our non-employee directors consists of a cash retainer and equity compensation. Our board service year begins on the date of our annual meeting of shareholders.
Our non-employee directors were paid the compensation described below for their service during the 2023 board service year.
Annual Cash Retainer
Each of our current non-employee directors was paid an annual cash retainer of $90,000 in four quarterly installments. Quarterly cash retainer installments are paid in May, August, November and February, which is the first month of each of the successive three-month periods following the annual meeting of shareholders.
Our Non-Executive Chairman and the Chairs of our audit, compensation and benefits, and nominating and corporate governance committees were each paid an additional retainer in recognition of the further responsibilities carried by these roles. For 2023, our Non-Executive Chairman was paid an additional annual cash retainer of $90,000 and the Chairs of our audit, compensation and benefits, and nominating and corporate governance committees were paid additional annual cash retainers of $25,000, $20,000 and $15,000, respectively.
The cash retainer is prorated to the nearest whole month for non-employee directors who serve for only a portion of the year. The retainer is also prorated for any director who attends fewer than 75% of the aggregate of the meetings of our board and the meetings of committees on which the director is a member. All of our directors fulfilled the meeting requirement in fiscal year 2023.
Equity Compensation
Our non-employee directors receive a portion of their annual compensation in the form of equity grants in two parts. A portion of the annual equity compensation is delivered in the form of an award of our common stock. The second portion is delivered in the form of a grant of restricted stock units, or RSUs, which vest 100% on the first anniversary of the date of grant. Each component of our non-employee equity compensation program is described in more detail below.
Stock Awards: In 2023, the Non-Executive Chairman was awarded 1,372 shares and each of the other non-employee directors was awarded 955 shares of our common stock with a fair market value of $158,109 and $110,054, respectively. The number of shares granted was determined by dividing the target grant value by the closing price of our stock on the date of grant. The target amounts from which the grant amounts were calculated were $158,000 and $110,000, respectively. The granted shares are not subject to restrictions or vesting. We granted these awards on May 15, 2023, the annual grant date, which was the first day of the open trading window following our first quarter earnings release.
Restricted Stock Units: In 2023, the Non-Executive Chairman was awarded a grant of 1,061 RSUs and each of the other non-employee directors was awarded a grant of 783 RSUs with a fair market value of $121,973 and $90,014, respectively. The target amounts from which the grant amounts were calculated were $122,000 and $90,000, respectively. Each RSU entitles the holder to receive one share of our common stock upon vesting. The number of RSUs granted was determined by dividing the target fair market value by the Black-Scholes value of an RSU on the date of grant. We granted these awards on May 15, 2023, the annual grant date. The annual RSU grant will fully vest on the scheduled date for our next annual meeting of shareholders, subject to the director’s continued service through such date or, if earlier, upon the director’s death, disability or qualifying retirement, or the termination of the director’s service within 12 months following a change in control.
22 Revvity • 2024 Proxy Statement
Business Travel Accident Insurance
Non-employee directors are provided with $250,000 of death benefit coverage under Revvity’s business travel accident insurance policy which provides coverage while traveling on Revvity business.
Revvity Foundation for Charitable Giving
Non-employee directors are eligible for up to a $5,000 per year match of their donations to eligible charities.
Director Stock Ownership Guidelines
Within five years of election to our board, we expect each non-employee director to own Revvity stock with a fair market value equal to at least five times the annual cash retainer. For fiscal 2023, this value was $450,000 for all non-employee directors. As of February 16, 2024, all of our directors were in compliance with our stock ownership guidelines. See “Beneficial Ownership of Common Stock” below for the beneficial stock ownership of our directors.
Changes to Director Compensation
Our compensation and benefits committee reviews and makes recommendations to the nominating and corporate governance committee regarding director compensation and director compensation policies on a bi-annual basis. As part of these periodic reviews, the compensation and benefits committee obtains data and analyses from an independent compensation consultant with respect to director compensation programs at a number of companies identified by the compensation and benefits committee and the compensation consultant as industry peers. Our director compensation, including annual retainers and equity awards, is therefore subject to adjustment.
No changes to director compensation were made for the 2023 board year. On October 26, 2023, our board approved changes to director compensation that will go into effect on April 23, 2024, the date of our 2024 annual meeting of shareholders. The fair market value of the annual equity retainer grants for each director was increased by $25,000 to $225,000 from the current retainer of $200,000. No changes were made to annual cash retainer amounts or to the fair market value of the annual equity retainer grant for the Non-Executive Chairman.
Compensation for the Non-Executive Chairman and compensation for directors for board years 2022 and 2023 was determined based on a comprehensive analysis of non-employee director compensation at a group of companies identified by the compensation and benefits committee’s compensation consultant and the compensation and benefits committee as our peers (which was the same group of peer companies used by the committee in its evaluation of executive compensation for fiscal 2022). These recommendations were intended to align our board compensation with market practice, which enables us to continue to attract and retain highly qualified board members. Please refer to “Compensation Discussion and Analysis — Determining Executive Pay — External Market Practices” for more information about the peer group used in connection with determining 2023 compensation.
24 Revvity • 2024 Proxy Statement
Compensation Discussion and Analysis
Revvity is a leading provider of health science solutions, technologies, expertise and services that deliver complete workflows from discovery to development, and diagnosis to cure. Revvity is revolutionizing what’s possible in healthcare, with specialized focus areas in translational multi-omics technologies, biomarker identification, imaging, prediction, screening, detection and diagnosis, informatics and more.
The structure of our executive compensation program supports our business strategy by driving top-line growth while remaining focused on profitability, productivity, investment opportunities and creating sustainable market positions for our products, technology and services. We believe this enhances the value of our shareholders’ investment and, over time, will generate sustainable shareholder value through stock price appreciation.
Our named executive officers for fiscal year 2023 are as follows:
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• |
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Prahlad R. Singh: President and Chief Executive Officer |
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• |
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Maxwell Krakowiak: Senior Vice President and Chief Financial Officer |
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• |
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Joel S. Goldberg: Senior Vice President, Administration, General Counsel and Secretary |
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• |
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Tajinder S. Vohra: Senior Vice President, Global Operations |
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• |
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Miriame Victor: Senior Vice President and Chief Commercial Officer |
Executive Summary
To provide context for the full description of our executive compensation programs that follows, we highlight below key information and achievements that impacted our executive compensation program for 2023 and future periods.
2023 Performance Highlights
During fiscal year 2023, our team overcame industrywide headwinds leading to top quartile and differentiated financial results for the year. Our performance in the face of an evolving macro environment is both a testament to the hard work of our incredible team and the result of the transformation that has taken place at our Company in recent years, not only from a portfolio composition standpoint, but also from an operational agility and collaboration perspective. Highlights of our fiscal year 2023 performance include:
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• |
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GAAP earnings per share from continuing operations of $1.44 for fiscal year 2023, as compared to GAAP earnings per share from continuing operations of $4.06 for fiscal year 2022. Adjusted earnings per share from continuing operations for fiscal year 2023 was $4.65, as compared to $6.92 in fiscal year 2022. |
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• |
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GAAP revenue for fiscal year 2023 of $2,751 million, as compared to $3,312 million in fiscal year 2022. |
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• |
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GAAP operating income from continuing operations for fiscal year 2023 of $301 million, as compared to $743 million in fiscal year 2022. |
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• |
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GAAP operating profit margin from continuing operations was 10.9% as a percentage of revenue for fiscal year 2023, as compared to 22.4% for fiscal year 2022. |
A reconciliation of our GAAP results to the non-GAAP financial measure set forth above, adjusted earnings per share from continuing operations, can be found in Appendix A to this proxy statement.
Revvity • 2024 Proxy Statement 27
Shareholder Engagement. Our board adopted the recommendation of our shareholders to hold annual shareholder advisory votes on our executive compensation program, consistent with the outcome of the shareholder votes on the frequency of such votes at the 2011, 2017 and 2023 annual meetings of shareholders. At our 2023 annual meeting of shareholders, we held our annual shareholder advisory vote on the compensation of our named executive officers, or “say-on-pay” vote, as required by Section 14A of the Exchange Act. At the meeting, 95.2% of the shareholder votes cast were in favor of our say-on-pay proposal.
In advance of the say-on-pay vote, our management extended invitations to discuss our 2023 proxy statement, including the compensation discussion and analysis and our executive compensation program, to each of our twenty-five largest investors at that time (ranked by percentage owned of shares outstanding) to solicit their feedback and answer their questions. We have proactively extended this invitation to our largest investors on an annual basis for more than fifteen years, and plan to continue to do so in the future. Additionally, we also extend invitations to this same group of investors later in the year to provide feedback in connection with the release of our Environmental, Social, & Governance Report.
Neither management nor the committee received feedback at the time from our investors suggesting specific changes to our executive compensation program during fiscal 2023. The committee also observed that 95.2% of the shareholder votes cast on the say-on-pay proposal at our 2023 annual meeting of shareholders were in support of our executive compensation program, consistent with a history of investor support for our executive compensation program.
Subsequent to the annual meeting, we continued to engage in a variety of investor outreach events including the 44th Annual Goldman Sachs Global Healthcare Conference in June 2023; the 2023 Wells Fargo Healthcare Conference, the Baird 2023 Global Healthcare Conference, and the Bank of America European Healthcare Conference in September 2023; the 6th Annual Evercore ISI HealthCONx Conference in November 2023; and the J.P. Morgan Healthcare Conference in January 2024. We also held several separate calls with investors over the course of the year. During these individual conversations, investors reiterated their continued support for our executive compensation programs and the alignment of our executive compensation performance metrics with the drivers of our long-term growth and success.
The committee will continue to carefully consider feedback from shareholders and we will continue to proactively solicit feedback from investors. The committee also annually engages its independent compensation consultant to present an overview of executive compensation trends that may be important to investors. The committee’s consideration of feedback from shareholders, along with market information and analysis provided by the independent compensation consultant, have influenced a number of changes to our executive compensation program over the past several years. The committee will also continue to design our executive compensation program guided by our executive compensation philosophy and core principles as described below.
Executive Compensation Philosophy and Core Principles: Overview
We apply the following compensation philosophy in structuring the compensation of our executive officers, including the named executive officers. We believe that pay should be performance-based, vary with the attainment of specific objectives, and be closely aligned with the interests of our shareholders. To implement this philosophy, the committee, working with management and the committee’s compensation consultant, has established core principles to guide the design and operation of our compensation program. We aim to:
| |
• |
|
provide market-competitive compensation to attract and retain executive talent with the capability to lead within a global company, |
| |
• |
|
emphasize variable pay to align executive compensation with the achievement of results that drive Revvity’s business strategy, |
Revvity • 2024 Proxy Statement 29
| |
• |
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use equity-based incentive plans to tie a significant portion of compensation to Revvity’s long-term results and align the executive’s financial interests with those of our shareholders, |
| |
• |
|
deliver compensation in the aggregate that is commensurate with Revvity’s results, |
| |
• |
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design executive compensation programs that are affordable for our Company, including with respect to impact on earnings, |
| |
• |
|
design executive incentive plans that do not promote inappropriate or excessive risk-taking, |
| |
• |
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promote executive ownership of Revvity stock to further align executives’ financial interests with shareholders’ interests and to facilitate an ownership culture among executives, |
| |
• |
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be flexible to respond to changing needs of the business, |
| |
• |
|
consider shareholder feedback, and |
| |
• |
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be transparent, so that both executives and other stakeholders understand the executive compensation program and the objectives it seeks to achieve. |
Oversight of the Executive Compensation Program
The compensation and benefits committee directs the design and oversees the operation of our executive compensation program. A description of the committee’s structure, roles and responsibilities can be found above under the heading “Board of Directors Meetings and Committees.”
Role of the compensation and benefits committee. The agenda for meetings of the compensation and benefits committee is proposed by the Chair of the committee with assistance from our Chief Executive Officer and other members of management. Agenda topics are also proposed by committee members. At the invitation of the Chair of the committee, compensation and benefits committee meetings held in fiscal year 2023 were regularly attended by our Non-Executive Chairman, Chief Executive Officer, our Senior Vice President, Administration, General Counsel and Secretary, our Senior Vice President, Chief People and Culture Officer, our Vice President, Rewards & Well-Being, as well as the committee’s compensation consultant. For part of each meeting, the committee meets in executive session without the Chief Executive Officer and other members of management present. The committee’s compensation consultant attends executive sessions as requested by the committee. The committee’s Chair regularly reports the committee’s recommendations and decisions on executive compensation to our board. The compensation and benefits committee has the authority under its charter to directly retain, review fees for, and terminate advisors and consultants as it deems necessary to assist in the fulfillment of its responsibilities
Role of the independent compensation consultant. The independent compensation consultant provides data and analyses that serve as the basis for setting executive officer and director compensation levels and advises the committee on compensation decisions. The compensation consultant also advises the committee on the structure of executive officer and director compensation programs, including the design of incentive plans, the forms and mix of compensation, regulatory requirements and other topics relevant to executive and board compensation. During fiscal year 2023, the committee retained Pearl Meyer as its compensation consultant. The committee reviews the independence of its compensation consultant annually and found no conflict of interest with Pearl Meyer during its 2023 independence review. The committee’s compensation consultant does not provide services to our management. The committee has adopted protocols governing if and when its compensation consultant’s advice and recommendations to the committee can be shared with management, recognizing that, in advising the committee, it is necessary for the compensation consultant to interact with management to gather information. The committee also determines the appropriate forum for receiving recommendations from its compensation consultant. Where appropriate, the committee invites management to provide context for the recommendations. In other cases, the committee receives the compensation consultant’s recommendations in executive session where management is not present. The committee also engages directly with its compensation
30 Revvity • 2024 Proxy Statement
consultant between meetings, as deemed necessary by the committee. This approach further protects the committee’s ability to receive objective advice from the compensation consultant and establishes a forum for independent decisions about executive pay.
Role of our Chief Executive Officer. The Chief Executive Officer regularly attends a portion of each committee meeting. He provides the committee with his assessment of the performance of the other named executive officers and his perspective on the factors described above used to develop his recommendations for compensation. The committee discusses each named executive officer and the Chief Executive Officer’s recommendations in detail, including how the recommendations compare against the external market data, and how the compensation levels of the executives compare to each other and to the Chief Executive Officer’s. The committee approves or modifies the Chief Executive Officer’s recommendations. The Chief Executive Officer does not make recommendations to the committee, or participate in committee decision-making, regarding his own compensation.
Our Chief Executive Officer and other executive officers may be authorized by the committee to fulfill certain administrative duties regarding compensation and benefit programs.
At the end of the fiscal year, our Chief Executive Officer’s annual performance is evaluated by our full board against both his financial and non-financial goals, which are approved by the committee early in the fiscal year. In addition, he provides an assessment of his performance relative to the goals. The committee discusses the Chief Executive Officer’s assessment as well as the committee members’ and all other board members’ assessments of his performance in executive session. The Chief Executive Officer is not present during the executive session discussion of his performance. Working with its compensation consultant, the committee determines and approves the Chief Executive Officer’s base salary, short-term incentive plan target and payment under the Global ICP (consistent with the terms of the plan described below), and long-term incentive program targets and awards (consistent with the terms of the plan described below).
Determining Executive Pay
Market Positioning. The committee’s policy is to manage total target compensation (and each element) to the median of the competitive market over time. Through the range of opportunities provided in our short- and long-term incentive programs (each discussed more fully below), actual payments may exceed the median when our performance exceeds Revvity’s targeted objectives and may fall below the median when performance is below target. An individual named executive officer’s total compensation (or an element) in any given year may be set above or below median, depending on experience, tenure, performance and internal equity.
External Market Practices. The committee annually reviews market compensation levels to determine whether total compensation for our executives remains in the targeted pay range and adjusts when appropriate. This assessment includes evaluation of base salary, and short- and long-term incentive opportunities against a peer group of industry companies with whom we compete for executive talent and in other business matters, supplemented with industry-specific aggregated survey data for companies of comparable size to Revvity, as measured by annual revenues. In general, the committee gives primary consideration to the peer group information because the peer companies resemble us more closely than the survey participants in terms of size and industry. The committee assesses the data by reviewing compensation arrangements for positions with comparable complexity and scope of responsibility to the positions at Revvity. In addition, the committee assesses rewards such as health benefits, retirement programs and perquisites relative to the market. The committee considers external market data as a general indication of competitive market pay levels and does not maintain a policy that executive officer pay must conform to a specific level relative to the market data.
Working with its compensation consultant, the committee reviews the peer group periodically to ensure that the peer companies selected remain appropriate for compensation and performance comparison purposes. Companies are selected based on industry and size, reflected by both revenue
Revvity • 2024 Proxy Statement 31
and market capitalization. The committee’s goal is to assemble a group of companies that represents our competitors for executive talent. For 2023, this analysis was conducted after the completion of the previously announced divestiture of our Applied, Food and Enterprise Services businesses to New Mountain Capital, a growth-oriented investment firm, in March 2023.
The peer companies used by the committee for pay comparisons and for evaluating relative performance leading to approval of 2023 executive compensation are shown below and were the same as the peer companies used by the committee in its evaluation of 2022 executive compensation, except for the following changes to improve the comparability of the group to Revvity in terms of business focus and/or company size as measured by revenue and market cap:
| |
• |
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Danaher Corporation and QuidelOrtho Corporation were added because of their business comparability to Revvity, and |
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• |
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Mettler Toledo Int’l Inc. and Teleflex Incorporated were removed because of their lack of business comparability to Revvity. |
The median revenue of the peer group at the time it was approved was $3,380 million and Revvity’s revenue was at the 35th percentile of the peer group at the time of the analysis. The median market cap of the peer group at the time it was approved was $14,330 million and Revvity was at the 55th percentile of the peer group at the time of the analysis.
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| 2023 Peer Group |
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| • Agilent Technologies, Inc. |
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• Bruker Corporation |
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• Hologic, Inc. |
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• The Cooper Companies, Inc. |
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| • Avantor, Inc. |
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• Catalent, Inc. |
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• Illumina, Inc. |
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• Thermo Fischer Scientific Inc. |
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| • Bio-Rad Laboratories, Inc. |
|
• Danaher Corporation |
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• QIAGEN N.V. |
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• Waters Corporation |
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|
|
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| • Bio-Techne Corporation |
|
• Exact Sciences Corporation |
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• QuidelOrtho Corporation |
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|
Other Factors Influencing Compensation. When making compensation decisions, the committee takes many other factors into account, including the individual’s performance against individual goals (particularly over the past year), the individual’s expected future contributions to Revvity’s success, the financial and operational results of Revvity, the individual’s historical compensation and any retention concerns, and the Chief Executive Officer’s recommendations (in the case of named executive officers other than the Chief Executive Officer). In looking at historical compensation, the committee looks at the progression of salary increases over time, and also looks at the unvested and vested value of outstanding equity awards. The committee uses the same factors in evaluating the Chief Executive Officer’s performance and compensation that it uses for the other named executive officers.
Pay Mix. In accordance with our pay-for-performance compensation philosophy and because the named executive officers are in a position to directly influence the overall performance of the Company, they have a significant portion of their target compensation at risk through short-and long-term incentive programs. Not including the cost of benefits, in 2023, our Chief Executive Officer had 89% of his target compensation at risk, and on average our other named executive officers had 78% of their target compensation at risk (that is, subject to either performance requirements and/or service requirements). Additionally, to align executive officer compensation with long-term corporate success, a significant percentage of the named executive officers’ target compensation opportunity is delivered in the form of long-term incentive compensation through our LTIP. In 2023, 75% of our Chief Executive Officer’s total target compensation opportunity and 63% of the other named executive officers’ total target compensation opportunity on average were delivered through long-
32 Revvity • 2024 Proxy Statement
term incentive compensation based on the fair market value on the date of grant. Half (50%) of the long-term incentive compensation granted to our named executive officers in fiscal 2023 will vest solely based upon the achievement of financial performance metrics. Also, to align the interests of executive officers with shareholders and to support an ownership culture, 100% of the named executive officers’, including the Chief Executive Officer’s, 2023 target long-term incentive compensation opportunity was provided using equity-based vehicles (stock options, restricted stock, and PRSUs).
2023 Target Total Compensation
Pay at Risk
The committee has determined that our Chief Executive Officer should have a higher percentage of his total target compensation delivered in the form of performance-based incentives than the other named executive officers, due to his impact on, and higher accountability for, Company performance. Market and peer company information presented to the committee as part of the annual executive compensation program review supports that this is a competitive practice.
We expect to continue to deliver the majority of our target executive compensation through performance-based incentive programs, although the committee reserves the right to vary the pay mix by individual. The pay mix may also change annually, based on the committee’s evaluation of competitive external market practices and its determination of how to best align our executive incentive compensation programs with achievement of our business goals.
Pay for Results. We have a strong culture of paying for results. This is evidenced by the significant percentage of our executive compensation package tied to short- or long-term performance. In evaluating results against performance metrics and associated achievement, the committee looked primarily at overall corporate financial metrics as an indicator of business performance.
For 2023, the primary metrics for our Global ICP are non-COVID organic revenue growth, adjusted EPS and free cash flow conversion. The metrics for our 2023 LTIP program are non-COVID organic revenue growth and adjusted operating margin expansion. The metrics for our 2022 LTIP program are adjusted revenue and adjusted EPS. Our 2023 and 2022 LTIP programs also include a relative TSR modifier as a performance metric. The metrics for our 2021 LTIP program were adjusted revenue and adjusted EPS. The committee selected these metrics to capture the most important aspects of financial performance in the form of revenue growth, profitability and shareholder return.
We define non-COVID organic revenue as revenue adjusted for the impact of items related to foreign exchange, acquisitions, divestitures and certain other items, and excluding revenue from COVID-related products and services, and the related term non-COVID organic revenue growth to refer to the measure of comparing current period organic revenue excluding revenue from COVID-related products and services with the corresponding period of the prior year excluding revenue from COVID-related products and services. We define COVID revenue as revenue from the sales of COVID-related products and services, and we distinguish it from organic revenue to maintain focus on the growth of our core businesses.
Revvity • 2024 Proxy Statement 33
We define adjusted operating margin expansion as the change year over year in the operating margin percent of revenue.
We define adjusted revenue as GAAP revenue, including purchase accounting adjustments for revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules.
We define adjusted EPS as earnings per share adjusted for the impact of items related to acquisitions, divestitures, business repositioning, mark-to-market on post-retirement benefits and certain other items, and we define free cash flow as operating cash flow from continuing operations less capital expenditures.
Non-COVID organic revenue growth was selected for the 2023 Global ICP and 2023 LTIP, because this metric reflects financial performance, which is a strong indicator of our long-term ability to drive shareholder value. Adjusted EPS and free cash flow were selected for the 2023 Global ICP and adjusted operating margin expansion was selected for the 2023 LTIP program because these metrics measure profitability, which provides us with the means to invest in both product and service innovation as well as business development opportunities that fuel revenue growth. We believe that the combination of strong top-and bottom-line financial performance creates shareholder value growth that is sustainable over the long term. Relative TSR was included as a modifier in our 2023 and 2022 LTIP programs in order to reward the creation of shareholder value as measured by stock price performance relative to an industry index. This was included beginning with our 2022 LTIP program as a result of investor feedback. In establishing performance objectives, the committee also reviews the performance of our industry peer group, referring to companies which are the best comparators for each of our businesses, and setting performance goals within the context of our strategic business plan. More information about the performance metrics and the goals for our short-and long-term incentive programs is provided below.
Components of the Executive Officer Compensation Program
Our executive compensation program is a robust, highly performance-driven program intended to generate both long-term sustainable shareholder value and near-term focus on financial performance, operational excellence, quality and innovation. We accomplish this through two primary incentive vehicles in addition to base pay. First, to address short-term performance, we have our Global ICP annual cash incentive plan, which we also refer to as our short-term incentive program. The Global ICP operates on an annual performance period comprising the full fiscal year. Global ICP payments are made based on achievement against pre-defined financial targets for fiscal year 2023, as set forth above.
Second, our executive officers participate in our LTIP Program. The LTIP is structured with overlapping three-year performance cycles and in 2023 included three diverse incentive vehicles: restricted stock, PRSUs and stock options. The three-year performance goals in our LTIP are aligned with our strategic planning process and are designed to focus our executives on making and executing decisions that drive growth and create lasting shareholder value.
34 Revvity • 2024 Proxy Statement
For 2023, our executive officer compensation program consisted of base salary, our long-term incentive program or LTIP (comprising stock options, restricted stock and PRSUs), our short-term incentive program, and benefits and other perquisites. The table below describes how these elements of compensation link to our compensation philosophy core principles:
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| Core Principles |
|
Base Salary |
|
Long-Term
Incentive Program
(LTIP) |
|
Short-Term
Incentive Program
(Global ICP
Bonus) |
|
Other Benefits and
Perquisites |
|
|
|
|
|
| Attract and retain executive talent |
|
X |
|
X |
|
X |
|
X |
|
|
|
|
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| Variable pay aligns compensation with the achievement of results |
|
|
|
X |
|
X |
|
|
|
|
|
|
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| Equity-based incentive plans tie compensation to long-term results |
|
|
|
X |
|
|
|
|
|
|
|
|
|
| Deliver compensation commensurate with Revvity’s results |
|
|
|
X |
|
X |
|
|
|
|
|
|
|
| Affordability |
|
X |
|
X |
|
X |
|
X |
|
|
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| Aligned with market |
|
X |
|
X |
|
X |
|
X |
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| Executive incentive plans that do not promote inappropriate or excessive risk-taking |
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X |
|
X |
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| Promote executive ownership of Revvity stock |
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X |
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| Programs that respond to changing needs of the business |
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X |
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X |
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| Transparency |
|
X |
|
X |
|
X |
|
X |
In 2023, the committee reviewed all compensation, benefits and perquisites provided to the named executive officers. The specific rationale, design, reward process, and related information for each element are outlined below.
Base Salary
Base salaries for executive officers are determined based on the committee’s evaluation of the scope and impact of each executive’s position, as well as the skills, knowledge and experience they bring to their roles, relative to the competitive peer group referenced above. Generally, the committee refers to the median of the relevant competitive market for the position as part of the base salary evaluation, but any individual named executive officer may have a base salary above or below the median of the market. The committee evaluates external market data for each position and internal pay equity, as well.
Working with Pearl Meyer, the committee reviewed the total target compensation package for each officer in order to determine and approve the target compensation package for each officer for 2023. The Pearl Meyer analysis presented to the committee in late 2022 that the committee used to evaluate total target compensation for 2023 reported that base salaries for our named executive officers in 2022 were generally competitive with market levels in aggregate. On an individual level, the base salaries paid to each of our named executive officers in 2022 were positioned, on average, at the 40th percentile for their respective job matches at the peer companies as previously identified in the “Determining Executive Pay — External Market Practices” section above. Compensation for each executive officer was also reviewed in light of internal equity, the scope and impact of the position to our Company, and the performance of each individual in their respective roles.
Revvity • 2024 Proxy Statement 35
Performance measures, weightings and goals
The Global ICP performance period for our named executive officers comprises the full fiscal year. Awards are based on attainment of annual corporate financial performance and achievement of individual strategic performance objectives calculated as follows:
At the committee meeting held in January 2023, the committee established the Global ICP financial and strategic performance goals for fiscal 2023. The performance goals were based on the fiscal 2023 operating plan, budget and strategic plan reviewed by our board, which included the anticipated divestiture of our Applied, Food and Enterprise Services businesses in March 2023 and continued decline in COVID sales.
The performance metrics and weightings for the fiscal 2023 Global ICP were as follows:
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| Global ICP Metric |
|
Weighting |
|
| Non-COVID Organic Revenue Growth |
|
|
40 |
% |
| Adjusted Earnings Per Share (EPS) |
|
|
40 |
% |
| Free Cash Flow Conversion |
|
|
20 |
% |
The committee assigned a weighting of 40% to non-COVID organic revenue growth in reflection of our focus on growing our core businesses. The inclusion of adjusted EPS was designed to focus our leadership team on both growing revenue and operating a profitable business, which are critical to creating shareholder value. Free cash flow conversion was included as a measure as strong cash generation is a leading indicator of efficient operating performance.
All of our named executive officers were assigned the same set of performance metrics reflecting their shared accountability for corporate results.
Performance against goals may be adjusted for certain events including acquisitions, divestitures, currency exchange, and other non-recurring events during the performance period as approved by the committee. The definition of allowable adjustments is approved by the committee at the time the goals are set.
In an effort to ensure the integrity of these goals and minimize the risk of unanticipated outcomes, each financial metric has a target goal with a performance range built around it, with a commensurate increase or decrease in the associated award opportunity. The range of performance goals and associated award opportunities under the program is expressed in the form of a “minimum”, “target” and “maximum”. If results fall below the minimum goal, the short-term incentive amount associated with that goal is not paid. If results exceed pre-established maximum goals, the cash award payout associated with financial performance is capped at the maximum award opportunity. The committee believes that a maximum cap reduces the likelihood of windfalls and makes the maximum cost of the plan predictable. For 2023, achievement of the “minimum” level of performance for each financial metric would result in achievement of 50% of the target award associated with that financial metric, and achievement of the “maximum” level of performance for
Revvity • 2024 Proxy Statement 37
each financial metric would result in achievement of 200% of the target award associated with that financial metric. Actual awards may exceed 200% based on the committee’s evaluation of individual performance.
The range of performance goals for each financial metric is set primarily based on our annual operating plan and our business expectations for the year. External performance expectations are also considered. The goals for “minimum” level payments are set to reasonable performance levels and result in only partial bonus payment. “Target” awards reflect our business plan goals for the period. “Maximum” awards are paid based on aggressive goals which can be attained only when business results are exceptional.
At the January 2023 meeting, the committee also reviewed our 2023 strategic goals, which included goals related to financial targets, business development, business transformation, integration priorities, operational imperatives, and people and culture, the achievement of which would also be considered in the determination of fiscal 2023 Global ICP bonuses paid to executive officers.
2023 Short-term incentive payments
Performance against Global ICP goals. The 2023 Global ICP target goals, actual results and associated Global ICP achievement levels are shown below. Results were adjusted by allowable items as approved by the committee, including currency fluctuation from the time the goals were established and divestitures. Non-COVID organic revenue growth and adjusted EPS results did not meet the goals for minimum level payments and free cash flow results were between the minimum and target goals, resulting in overall achievement against the Global ICP goals of 17%.
2023 Global ICP Goals and Achievement
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| |
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|
Goals (Achievement %) |
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| Metric |
|
Weighting |
|
|
Minimum
(50%) |
|
|
Target
(100%) |
|
|
Maximum
(200%) |
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|
Result |
|
|
Achievement % |
|
| Non-COVID Organic Revenue Growth |
|
|
40 |
% |
|
|
7.0% |
|
|
|
9.0% |
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|
|
12.0% |
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|
|
2.0% |
|
|
|
0 |
% |
| Adjusted EPS |
|
|
40 |
% |
|
$ |
4.85 |
|
|
$ |
5.15 |
|
|
$ |
5.55 |
|
|
$ |
4.78 |
|
|
|
0 |
% |
| Free Cash Flow Conversion |
|
|
20 |
% |
|
|
70% |
|
|
|
80 - 85% |
|
|
|
100% |
|
|
|
77% |
|
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|
85 |
% |
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Overall Achievement: |
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|
|
17 |
% |
Each of our named executive officers was also assigned four or more strategic goals for 2023, which were reviewed and approved by the committee in January 2023. The strategic goals were objective and measurable, designed to create individual accountability for the achievement of strategic and operational business results during fiscal 2023, and focused on areas related to financial targets, business development, business transformation, integration priorities, operational imperatives, and people and culture. Specific ESG objectives were contained within these goals for each named executive officer aligned to our short- and long-term areas of focus concerning reduction of emissions and waste, diversity and employee satisfaction. Following the end of fiscal 2023, the committee evaluated the performance of each named executive officer against the assigned 2023 strategic goals. The performance against individual strategic goals was applied in the committee’s determination of each named executive officer’s individual performance affecting their 2023 Global ICP bonus payment. Both upward and downward discretion may be applied to an individual’s calculated bonus for any given performance period.
During 2023, we advanced our purpose to expand the boundaries of human potential through science and positioned ourselves for future growth by transforming our organization.
At the January 2024 meeting, the committee reviewed each named executive officer’s performance against 2023 individual strategic initiatives and calculated a weighted average individual
38 Revvity • 2024 Proxy Statement
discretion score. Collectively and individually, our leadership team delivered differentiated performance despite market headwinds, demonstrating the strength of our product portfolio, continued innovation, and investments in our people. For fiscal year 2023, we achieved the completion of the divestiture of our Applied, Food and Enterprise Services to New Mountain Capital as well as the rebranding of the Company. Additionally, while overall Non-Covid Organic Revenue Growth and Adjusted EPS results were below the thresholds for achievement under the 2023 GICP, the Company delivered results stronger than many in its peer set. Our 2023 performance was well-balanced geographically as each major region performed well given industry macroeconomic headwinds. Additionally, the Company executed well on its new product innovation efforts. In our life sciences business, we signed our first license with a major pharmaceutical customer for the rights to use our novel Pin-Point base editing technology in their drug discovery and development work. We also introduced a refreshed portfolio of preclinical invivo imaging instruments, consisting of the launch of the QuantumTM GX3 microCT imaging solution and the IVIS® Spectrum 2 next generation imaging system. In our reproductive health business, we launched our EONIS®Q system, a first-of-its-kind newborn screening workflow, that streamlines molecular testing for both spinal muscular atrophy and severe combined immunodeficiency in newborns. It is a new and complete common variable immunodeficiency solution, that consists of new polymerase chain reaction equipment with dedicated software and a specialized diagnostics kit. In our immunodiagnostics business we introduced the UNIQO160™ automated indirect immunofluorescence test system for autoimmune disease diagnostics that increases automation, reducing the amount of hands-on time required for users. We launched our new e-commerce platform, which went live in the United States in mid-December, approximately five to six months earlier than we anticipated. We also implemented and launched a new sustainability data analysis system to allow for more automated collection and analysis of utility data across many of our facilities, providing for more robust sustainability reporting in the future. We furthered our commitment to diversity as evidenced by the advancement of the vibrant belonging collective formed by our four Employee Resources groups and our four Networking groups, now comprising nearly 700 employees in the aggregate who enjoy this safe and engaging platform for dialogue and empowerment. During fiscal year 2023, our groups conducted a series of workshops enhancing the visibility of our Hispanic communities in the workplace, recognizing the dedication of our veteran employees and empowering women to network, develop and share their stories. Our commitment to creating a diverse and inclusive work environment is further validated by our 2023 People Experience Survey in which 85% of our employees felt safe to share their opinions and use their voices, providing over 31,000 comments. We continued to receive a high score in the area of Diversity and Inclusion. Among other comments, employees shared that they are proud of the emphasis we place on diversity and inclusion and on making our Company a place where everyone is valued and respected. Overall, we believe that our strategic priorities, coupled with our expanded range of product offerings, leading market positions, global scale, financial strength, and strong culture, provide us with a foundation for continued revenue growth, strong margins and cash flows, and long-term earnings per share growth.
Based on its evaluation of achievement against the Global ICP financial and individual strategic goals, the committee approved 2023 Global ICP bonus payments to our named executive officers as follows:
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| Named Executive Officer |
|
2023 GICP
Target
Award |
|
|
Corporate
Performance |
|
|
Calculated
Award |
|
|
Individual
Performance |
|
|
2023 GICP
Approved
Award |
|
|
2023
Payout
(% of
Target) |
|
|
|
|
|
|
|
|
| Prahlad R. Singh |
|
$ |
1,485,00 |
|
|
|
17 |
% |
|
$ |
252,450 |
|
|
|
125 |
% |
|
$ |
315,563 |
|
|
|
21 |
% |
|
|
|
|
|
|
|
| Maxwell Krakowiak |
|
$ |
375,000 |
|
|
|
17 |
% |
|
$ |
63,750 |
|
|
|
175 |
% |
|
$ |
111,563 |
|
|
|
30 |
% |
|
|
|
|
|
|
|
| Joel S. Goldberg |
|
$ |
412,500 |
|
|
|
17 |
% |
|
$ |
70,125 |
|
|
|
175 |
% |
|
$ |
122,719 |
|
|
|
30 |
% |
|
|
|
|
|
|
|
| Tajinder S. Vohra |
|
$ |
285,000 |
|
|
|
17 |
% |
|
$ |
48,450 |
|
|
|
165 |
% |
|
$ |
79,943 |
|
|
|
28 |
% |
|
|
|
|
|
|
|
| Miriame Victor |
|
$ |
299,000 |
|
|
|
17 |
% |
|
$ |
50,830 |
|
|
|
165 |
% |
|
$ |
83,870 |
|
|
|
28 |
% |
Revvity • 2024 Proxy Statement 39
The short-term incentive payments to our named executive officers for 2023 are shown in the Summary Compensation Table that follows this report.
Long-Term Incentive Program (LTIP)
The committee uses long-term incentive awards to focus our executive officers on long-term performance and to align the executive officers’ financial interests with those of our shareholders. The committee grants LTIP awards to our executive officers annually, with each LTIP cycle spanning a three-year period. As a result, we have three active LTIP cycles during each fiscal year.
LTIP targets: The committee utilized peer and survey data presented by Pearl Meyer in October 2022 as a reference point for setting target award opportunities for our named executive officers in 2023. The committee approved an LTIP target opportunity of 700% of base salary for Dr. Singh, maintaining his target from 2022 as it was aligned to 50th percentile for other Chief Executive Officer positions in the peer group. As of the end of fiscal 2022, LTIP opportunities for the non-CEO named executive officers ranged from 175% to 300% of base salary, which fell from less than the 25th to approximately the 50th percentile of LTIP target opportunities for comparable positions in the peer group. In all cases, 2023 target opportunity values were set at levels the committee believed would compensate the executives for future achievement of our long-term financial goals and stock price appreciation in a manner commensurate with the executives’ duties and contributions.
Based on its review of the Pearl Meyer analysis, internal equity, and the scope and impact of their roles, the committee approved 2023 LTIP target opportunities as a multiple of base salary for our named executive officers as follows:
|
|
|
|
|
|
|
| Named Executive Officer |
|
2023 LTIP Target |
|
| Prahlad R. Singh |
|
|
700 |
% |
| Maxwell Krakowiak |
|
|
325 |
% |
| Joel S. Goldberg |
|
|
350 |
% |
| Tajinder S. Vohra |
|
|
250 |
% |
| Miriame Victor |
|
|
250 |
% |
LTIP Grant Components: The chart below summarizes the structure of our 2021, 2022 and 2023 LTIP grants, which were outstanding during fiscal year 2023.
|
|
|
|
|
|
|
|
|
|
|
| Plan Component |
|
Allocation |
|
Vesting |
|
Description |
| |
|
|
|
| Stock Options |
|
25% |
|
Time-based |
|
Vest 1/3rd annually on anniversary of grant date |
| |
|
|
|
| Restricted Stock |
|
25% |
|
Time-based |
|
Vest 100% on the third anniversary of grant date |
| |
|
|
|
| PRSUs |
|
50% |
|
Performance-based |
|
Vest at the end of the three-year LTIP cycle based on financial goal achievement |
For the named executive officers participating in LTIP in 2023, approximately one-quarter of the long-term incentive opportunity was provided in the form of non-qualified stock options, approximately one-quarter in restricted stock, and approximately half in PRSUs. The committee believes this approach to long-term incentive compensation builds upon its pay-for-performance philosophy and provides a balanced focus on stock price appreciation and the achievement of financial metrics that are drivers of long-term shareholder value creation.
In structuring the LTIP program, the committee believes it is important to retain stock options as a significant element of the program to continue to capture the motivational benefits of rewarding executives for appreciation in our stock price over the course of multiple years. The restricted share element of LTIP also provides motivation and reward for stock price appreciation and supports
40 Revvity • 2024 Proxy Statement
revenue (60% weighting) and earnings per share (40% weighting) goals. The committee determined these metrics and their associated weighting provided an appropriate balance between long-term top-line revenue growth and profitability. We do not disclose goals and targets for the LTIP program in the year of grant given that we do not provide long-term forecasts. As such, we disclose the LTIP goals and targets at the end of the applicable performance period.
Performance against the financial goals set for the PRSUs granted under the 2021 LTIP was evaluated at the end of fiscal year 2023. Three-year average adjusted revenue of $2.92 billion exceeded the target goal of $2.6 billion and resulted in performance achievement of 190%. 2023 adjusted earnings per share of $4.96 was above the minimum goal of $4.85 and below the target goal of $5.65, resulting in performance achievement of 57%. The achievement percentages were weighted in accordance with the original metric weightings approved by the committee and resulted in achievement of 137% against the financial goals. Three-year average adjusted revenue and 2023 earnings per share were calculated on a constant currency basis and adjusted for divestitures as approved by the committee.
The committee determined that the PRSU vesting was aligned with financial performance during the three-year 2021 LTIP performance period and approved vesting of the 2021 LTIP PRSUs at the 137% performance level that was achieved. The vested PRSUs were converted to shares and transferred to the named executive officers in early 2024.
2021 LTIP: PRSU Goals and Achievement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Goals (Achievement %) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Metric |
|
Weighting |
|
|
Minimum
(50%) |
|
|
Target
(100%) |
|
|
Maximum
(200%) |
|
|
Result |
|
|
Achievement % |
|
| Adjusted Revenue |
|
|
60 |
% |
|
$ |
2.5 billion |
|
|
$ |
2.6 billion |
|
|
$ |
3.0 billion |
|
|
$ |
2.92 billion |
|
|
|
190 |
% |
| Earnings Per Share |
|
|
40 |
% |
|
$ |
4.85 |
|
|
$ |
5.65 |
|
|
$ |
6.45 |
|
|
$ |
4.96 |
|
|
|
57 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overall Achievement: |
|
|
|
137 |
% |
The achievement described above resulted in vesting of PRSUs under the 2021 LTIP as follows:
2021 LTIP: PRSU Vesting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Named Executive Officer |
|
Number of
PRSUs Granted |
|
|
Achievement |
|
|
Number of PRSUs Vested |
|
| Prahlad R. Singh |
|
|
19,005 |
|
|
|
137 |
% |
|
|
26,037 |
|
| Joel S. Goldberg |
|
|
4,594 |
|
|
|
137 |
% |
|
|
6,294 |
|
| Tajinder S. Vohra |
|
|
2,594 |
|
|
|
137 |
% |
|
|
3,554 |
|
| Miriame Victor |
|
|
1,758 |
|
|
|
137 |
% |
|
|
2,408 |
|
Mr. Krakowiak did not receive vesting of PRSUs under the 2021 LTIP as he did not receive an LTIP grant in 2021.
Our 2022-2024 LTIP Structure
The open 2022 and 2023 LTIP programs have the same plan components, weightings among stock options, restricted shares and PRSUs and vesting provisions as those shown above for our 2021 LTIP, with the exception of the performance measures applicable to the PRSUs. For our 2024 LTIP, restricted stock was replaced with restricted stock units that vest one-third annually on the anniversary of the grant date. Also for the 2024 LTIP, before the grant date, each executive officer, including our named executive officers, can choose to receive either (i) the standard allocation of 2024 LTIP grant value of
42 Revvity • 2024 Proxy Statement
approximately one-quarter of the long-term incentive opportunity in the form of non-qualified stock options, approximately one-quarter in restricted stock units, and approximately half in PRSUs or (ii), alternatively, to receive an allocation of 2024 LTIP grant value of approximately half of the long-term incentive opportunity in the form of non-qualified stock options, no restricted stock units, and approximately half in PRSUs. These changes for the 2024 LTIP program reflect the committee’s belief that introducing the element of choice maximizes the perceived value of our LTIP program.
Achievement against PRSU targets is based on performance measures established for each LTIP grant against a set of three-year financial goals. The financial measures and weightings for each open LTIP grant in 2024 are as follows:
LTIP Goals (2022-2024)
|
|
|
|
|
|
|
|
|
|
|
| LTIP Grant Year |
|
Measure (60% weighting) |
|
Measure (40% weighting) |
|
Relative TSR (modifier) |
|
|
|
|
| 2022 |
|
Adjusted revenue |
|
Adjusted earnings per
share (EPS) |
|
Achievement against a relative TSR goal will be applied as an upward or downward modifier |
|
|
|
|
| 2023 |
|
Non-COVID organic growth |
|
Adjusted operating margin expansion |
|
Achievement against a relative TSR goal will be applied as an upward or downward modifier |
|
|
|
|
| 2024 |
|
Organic growth |
|
Adjusted operating margin expansion |
|
Achievement against a relative TSR goal will be applied as an upward or downward modifier |
Based on investor feedback, the committee continued the approved inclusion of a relative TSR performance metric in the 2024 LTIP design.
Specific goals and targets for each LTIP year will be disclosed at the end of the performance period as we do not provide long-term forecasts.
Benefits
In addition to base salary, and short- and long-term incentive awards, our executive officers also participate in certain employee benefit programs. These benefit programs are designed to be competitive with market practices and to attract and retain the executive talent we need.
Retirement and Deferred Compensation Programs
Qualified Officer Retirement Benefit
In January 2021, the committee approved a qualified officer retirement benefit whereby equity awards subject to three-year cliff vesting, which included restricted stock and PRSUs, would accelerate on a proportional basis upon a qualified retirement from the Company. This benefit took effect with grants made under the 2021 LTIP program and applies to grants made under the 2022 and 2023 LTIP programs. In October 2023, following a review of peer and market practices, the committee approved modifications to this benefit whereby newly issued equity awards subject to three-year cliff vesting, which include the PRSUs granted as part of the 2024 LTIP program, would vest on a continued and proportional basis following a qualified retirement from the Company. Equity awards subject to annual three-year vesting, which include non-qualified stock options and restricted stock units granted as part of the 2024 LTIP program, would vest on a non-accelerated full basis following a qualified retirement from the Company.
Revvity • 2024 Proxy Statement 43
Qualified 401(k) Plan and 401(k) Excess Benefit
All of our U.S. employees, including the named executive officers, are eligible to participate in our tax-qualified Section 401(k) plan which includes Company matching contributions.
During 2023, Mr. Goldberg was eligible to receive a 401(k) Excess benefit. It is designed to provide only the benefit that the executive would have accrued under our tax-qualified plan if the IRS Code limits had not applied. It does not further enhance those benefits. In December 2010, the committee amended our 401(k) Excess benefit to cease elective deferrals for plan years beginning January 1, 2011. As such, none of our other named executive officers were eligible to receive a 401(k) Excess benefit in 2023 as they joined Revvity after elective deferrals ceased. The matching contributions for our 401(k) plan and contributions made under our 401(k) Excess benefit are included in the “All Other Compensation” column of the Summary Compensation Table and, in the case of the 401(k) Excess benefit, the Non-Qualified Deferred Compensation Plan Table (which also includes each eligible named executive officer’s account balance as of the end of fiscal year 2023).
Deferred Compensation Plan
In December 2010, due to low participation and high administrative costs, the committee amended our non-qualified deferred compensation plan to eliminate deferral elections from participants for plan years beginning January 1, 2011 or later. Prior to the amendment, a select group of highly compensated management employees was eligible to participate in the plan, including our named executive officers while employed by us and our directors who were serving on our board prior to the amendment. The 2008 Deferred Compensation Plan allowed participants to defer certain types of compensation and designate notional investments in a selection of mutual funds or Revvity stock. Company contributions of 401(k) Excess benefits will continue to be made to this plan for eligible participants. The plan does not provide for above-market returns. Although the deferred compensation plan was amended in 2022 to permit participation by certain legacy employees of BioLegend, the deferred compensation plan remains closed for legacy employees of the Company, including all named executive officers and directors except those named executive officers and directors providing service to the Company prior to the December 2010 amendment. For more information about the Deferred Compensation Plan, please refer to “Non-Qualified Deferred Compensation Plan” following the 2023 Non-Qualified Deferred Compensation Plan Table, below.
Officer Programs
We provide a limited number of personal benefit programs to eligible officers which we believe are competitive with overall market practices and which the committee has determined are appropriate to offer to attract and retain key executives. The committee periodically reviews external market data to determine the types and value levels of programs we should provide. The committee also determines eligibility for officer programs.
All of our named executive officers are eligible for the Officer Matching Gift Program and the Executive Physical programs described below. Mr. Goldberg is eligible for the Executive Life and AD&D Insurance program, also described below.
| |
• |
|
Officer Matching Gift Program: The Revvity Foundation will make matching gifts to qualified institutions of the officer’s choice up to an aggregate annual maximum of $50,000 per year for the Chief Executive Officer and $25,000 per year for other eligible officers. The program is provided in order to encourage our executives to support community and other not-for-profit organizations. |
| |
• |
|
Executive Physical: Eligible officers may receive a full annual executive physical paid by Revvity. The physical is provided to encourage proactive management of health and well-being. |
44 Revvity • 2024 Proxy Statement
| |
• |
|
Executive Life and AD&D Insurance: Eligible officers are covered by an executive life and accidental death and dismemberment insurance plan that pays a death benefit equal to four times the executive’s base salary. Officers eligible for executive life and AD&D coverage pay the associated tax on insurance premiums. The committee ceased eligibility for executive life and AD&D insurance to newly hired and promoted officers in fiscal 2010. |
Employment Agreements and Severance/Change in Control Arrangements
All of our named executive officers have employment agreements. The committee believes these agreements benefit Revvity by clarifying the terms of employment and ensuring that we are protected by non-compete, non-solicitation, and non-disclosure provisions. We also believe these agreements are necessary for us to attract and retain senior talent in a competitive market. Furthermore, the committee believes that change in control benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key talent will leave the organization before a transaction closes. These departures could reduce the value of the organization to a buyer or to the shareholders if a transaction fails to close.
The arrangements provide severance benefits to our named executive officers in the event of an involuntary termination not for “cause”, or voluntary termination following a change in control where the executive has “good reason”, as these terms are defined in the agreements. The benefits under the agreements are generally larger if the termination is associated with a change in control.
Our employment agreements with our named executive officers also provide for acceleration of vesting in certain situations, such as upon, or following, a change in control of Revvity.
For Mr. Goldberg, who was hired prior to certain changes approved by the committee that are described below, a tax gross-up is provided, if necessary, to make him whole for certain excise taxes imposed under the Internal Revenue Code. In addition, effective upon a change in control, 100% of Mr. Goldberg’s stock options, restricted shares and PRSUs would vest.
Following an evaluation of market practices, the committee determined on February 25, 2010 that future employment agreements issued to newly promoted or newly hired officers will provide 100% equity vesting upon termination following a change in control only if the officer’s employment is terminated within a specified period of time following the change in control. On July 30, 2010, the committee also determined that future employment agreements entered into with newly promoted or newly hired officers will not include a tax gross-up for excise taxes imposed under the Internal Revenue Code. Consistent with these decisions, the employment agreements issued to Dr. Singh, Messrs. Krakowiak and Vohra and Ms. Victor do not include a tax gross-up for excise taxes imposed under the Internal Revenue Code, and their equity will vest following a change in control only for a qualifying termination of employment within a specified period of time following the change in control.
The committee periodically reviews the benefits provided under the agreements to ensure they serve Revvity’s interests in retaining key executives, are consistent with market practice, and are reasonable. Details of each named executive officer’s agreement, and the estimated payments that each named executive officer would receive under different termination circumstances, are set forth below in “Potential Payments upon Termination or Change in Control”.
Additional Compensation Policies
Stock Ownership Guidelines
The committee has determined that in order to further align management and shareholder interests, executive stock ownership should be significant relative to each executive officer’s base salary. Executives are expected to attain these ownership levels within five years after their election or appointment. Ownership level determination includes stock acquired through the open market, through the exercise of stock options or vesting of RSUs after which the shares are held, shares
Revvity • 2024 Proxy Statement 45
granted under restricted stock grants and shares held by immediate family members, including through family trusts. Shares held in our 401(k) and our deferred compensation plans are also counted. The intrinsic value of vested, in-the-money outstanding stock options is excluded from ownership level determinations.
Our stock ownership guidelines are expressed as the fair market value of the shares held as a multiple of annual base salary. The stock ownership guidelines for our executive officers (including our named executive officers) are as follows:
|
|
|
|
|
| Officer Position |
|
Stock Ownership Guidelines |
| Chief Executive Officer |
|
5 times annual base salary |
| Executive and Senior Vice President |
|
2 times annual base salary |
| Vice President |
|
1 times annual base salary |
As of February 16, 2024, all of our named executive officers were in compliance with the stock ownership guidelines.
Securities Trading Policy
All trading in Revvity securities by our named executive officers must be conducted under pre-established 10b5-1 trading plans. These 10b5-1 plans are subject to Company approval, can be entered into or amended only during open trading windows, impose a waiting period between adoption of a plan and initiation of trades, and have a maximum duration of one year. All trading in our securities by our directors requires pre-clearance from the office of our general counsel. Our Securities Trading Policy prohibits all employees, including our named executive officers, from engaging in “short” sales of our stock (unless the sale is part of a permitted “cashless” exercise of stock options) and from trading in any form of derivative security or instrument linked to our stock. The policy also prohibits pledging of Revvity stock by our officers.
Clawback Policies
Our executive officer Global ICP includes a recoupment provision applicable to all plan awards paid to executive officers for performance periods beginning on or after December 30, 2013. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under United States federal securities laws, the committee will have the right to recover all or a portion of the excess paid to the executive officer over the award payment that would have been paid to the executive officer under the accounting restatement. The recoupment provision applies to awards paid to current and former executive officers within the three-year period preceding the date on which we file an accounting restatement with the Securities and Exchange Commission. The committee, in its sole discretion, will make the determination whether to recover all or a portion of any excess award payment. Effective October 2, 2023, the committee approved a new clawback policy and adopted revisions to the Global ICP plan recoupment provision in accordance with new rules promulgated by the U.S. Securities and Exchange Commission and the New York Stock Exchange.
Officers, including our named executive officers, who are granted stock options under the LTIP, sign a Prohibited Activity Agreement. This agreement requires the officer to repay gains on stock options exercised within the last year of employment if the officer solicits, recruits or induces an employee or consultant of Revvity to end their employment with us, or engages directly or indirectly with a competing business (as defined in the agreement) within two years after the officer’s termination date.
Equity Award Granting Practices
The following practices apply to all of our equity awards, including grants made under our LTIP. Our 2009 Incentive Plan was approved by shareholders at our 2009 annual meeting of shareholders
46 Revvity • 2024 Proxy Statement
and reapproved by shareholders at our 2014 annual meeting of shareholders. Our 2019 Incentive Plan was approved by shareholders at our 2019 annual meeting of shareholders. Our 2009 Incentive Plan was the sole plan under which we granted equity awards from the date of its approval by shareholders until the approval of our 2019 Incentive Plan. The 2019 Incentive Plan has been the sole plan under which we grant equity awards since the date of its approval by shareholders.
These incentive plans provide for grants of stock options, restricted stock, stock appreciation rights, other stock unit awards, performance units, and cash performance awards. The plans give the committee the latitude to design cash and stock-based incentive programs that promote high performance and the achievement of corporate goals. Employees, including our named executive officers and non-employee directors, are eligible to receive awards under these plans.
The committee evaluates annual equity grants to officers, including the named executive officers, at the first committee meeting of each year. The approved grants become effective and the option exercise price is set on the first day of the open trading window following the release of full-year earnings, which is the date of grant. Therefore, the annual grant takes place after the release of material information regarding our annual financial performance.
Equity grants to new hires are generally granted on the 15th day of the month following the employee’s date of hire. We primarily grant RSUs to employees below the officer level who receive equity awards. Stock options are awarded to a limited number of employees below the officer level.
The stock option exercise price is set at the average of the high and low prices on the date of grant. We believe this practice results in a grant price which more fairly represents the stock price over the course of the date of grant than the closing price on the date of grant, which could be arbitrarily high or low.
Our board administers all equity grants within the authority established within Revvity’s shareholder-approved incentive plans and, as permitted under the plans, delegates authority to administer the plans to the committee. The committee establishes the terms and conditions of each award, including vesting and performance criteria, and the time period applicable to the award. The committee may delegate approval to grant equity awards to non-officers to our stock award grant committee of which Dr. Singh is the sole member. The stock award grant committee does not have the authority to issue equity grants to officers.
At the end of fiscal year 2023, we had 5.2 million shares reserved for future equity grants. We had 1.5 million outstanding options and unvested shares, which represent 1.2% of our common shares outstanding. Our total dilution including shares reserved for future grants and outstanding options and unvested shares was 5.5%. In 2023, we granted 0.3 million shares (including shares granted under options and stock grants) or 0.25% of our common shares outstanding. The committee annually reviews the potential dilutive effect of equity award programs from both a share and economic perspective as compared to industry peers. For fiscal year 2022, share dilution for our peer companies was 1.5% at the 25th percentile, 1.8% at median, and 2.9% at the 75th percentile (shares outstanding plus shares available for future grant).
Compensation Committee Report
The compensation and benefits committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, we recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
By the compensation and benefits committee of the board of directors:
Peter Barrett, PhD, Chair
Sylvie Grégoire, PharmD
Frank Witney, PhD
Pascale Witz
Revvity • 2024 Proxy Statement 47
2023 Non-Qualified Deferred Compensation
The following table presents 2023 Non-Qualified Deferred Compensation Plan contribution, withdrawal, and balance information for our named executive officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name |
|
Executive
Contributions
in Last Fiscal
Year ($)(1) |
|
Registrant Contributions
in Last Fiscal
Year ($)(2) |
|
|
Aggregate
Earnings in Last
Fiscal Year ($) |
|
|
Aggregate
Withdrawals/
Distributions ($) |
|
Aggregate
Balance at Last
Fiscal Year End
($)(3) |
|
| Joel S. Goldberg |
|
— |
|
$ |
10,875 |
|
|
$ |
55,534 |
|
|
— |
|
$ |
262,907 |
|
NOTES
| (1) |
The deferred compensation plan no longer allows participant deferral elections for the named executive officers. None of our named executive officers made contributions to the plan in 2023. Dr. Singh, Messrs. Krakowiak and Vohra and Ms. Victor do not have account balances in this plan. |
| (2) |
The amounts in this column represent 401(k) Excess contributions under our deferred compensation plan. These amounts are also reported under “All Other Compensation” in the Summary Compensation Table of this proxy statement. |
| (3) |
The amounts in this column include the amounts reported under “Registrant Contributions in Last Fiscal Year”, which are also reported under “All Other Compensation” in the Summary Compensation Table of this proxy statement. Amounts in this column do not include above-market or preferential earnings. |
Non-Qualified Deferred Compensation Plan
Revvity established the Revvity, Inc. Deferred Compensation Plan, amended and restated in 2008, to provide our non-employee directors and a select group of management and highly compensated employees, including named executive officers, the opportunity to defer receipt of certain compensation in order to build savings. This plan is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, and as such, is subject to the claims of general creditors in the event of Revvity’s insolvency.
In December 2010, due to low participation and high administrative costs, the committee amended the plan to cease participant deferral elections for plan years beginning January 1, 2011 or later. The plan remains active for the administration and management of prior deferrals and current account balances, and in 2022 was also amended to provide for the merger of the BioLegend deferred compensation plan into the plan and include participation for legacy BioLegend employees. Company contributions of 401(k) Excess benefits will continue to be made to this plan for eligible participants. More information about 401(k) Excess benefits is provided under “Benefits—Qualified 401(k) Plan and 401(k) Excess Benefit” in the Compensation Discussion and Analysis section of this proxy statement.
Prior to the cessation of deferral elections, non-employee directors could elect to defer up to 100% of their cash retainer and up to 100% of their annual stock grant. Until April 1, 2008 when the provision was eliminated, eligible participants could also defer up to 100% of restricted stock grants.
An account is maintained for each participant reflecting deferrals, any 401(k) Excess company contributions, and increases or decreases in account value based on investment performance. The plan offers a selection of notional fund investments similar to those available under the Revvity, Inc. 401(k) Savings Plan, including Revvity common stock. The participant directs the investment of their cash deferrals. Deferrals of Revvity stock awards and any cash deferrals invested in Revvity stock must remain in the form of Revvity stock while in the plan. Participants may change their mutual fund investment options or transfer cash deferrals among the mutual funds at any time. Any earnings in this plan are market-based, and earnings are not guaranteed. Interest rates and earnings depend on investment choices directed by the participant.
Revvity • 2024 Proxy Statement 55
Eligible participants have made deferral elections, distribution elections, and any changes to distribution elections in accordance with limitations set forth in the plan and tax rules applicable to non-qualified deferred compensation. Distributions are made in a lump sum at retirement unless the participant chooses one of the following distribution elections: (a) lump sum in a future year at least one year later than the year of deferral, (b) a specified number of annual installments to begin at least one year later than the year of deferral, or (c) a specified number of annual installments to begin at retirement. The participant may also elect to receive a lump sum distribution in the event of a change in control, as described in the plan. Participants who terminate employment for reasons other than retirement receive a lump sum distribution after termination. While elections to receive distributions following a change in control and termination are allowed by the plan, these distributions do not represent accelerated vesting or change the form or amount of benefit, therefore these distributions are not reflected in the “Potential Payments upon Termination or Change in Control” tables presented in this proxy statement. In the case of severe and unforeseen financial emergency, and subject to approval by our compensation and benefits committee of the board of directors, the participant may make an emergency withdrawal limited to the amount necessary to meet the emergency need.
In December 2008, the Plan was amended to bring it into documentary compliance with Section 409A. The Plan has operated in compliance with Section 409A since January 1, 2009.
Potential Payments upon Termination or Change in Control
Under the employment agreements and equity award agreements we have with our named executive officers, each is entitled to certain compensation in the event of a change in control of Revvity or the termination of their employment. Different terms apply if the termination occurs after a change in control of Revvity (as defined in the agreements and as described below). The tables that follow reflect the amount of compensation due to our named executive officers in these different situations. The amounts shown assume that such termination or change in control event was effective as of December 31, 2023 and are only estimates of the amounts payable. The actual amounts to be paid out in any of the situations listed below can only be determined at the time of such executive’s separation from Revvity.
Change in Control
Dr. Singh and Messrs. Krakowiak, Goldberg, and Vohra and Ms. Victor are entitled to certain compensation if there is a change in control of Revvity. “Change in control” as defined in the agreements includes in general terms:
| |
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a merger, consolidation or reorganization or sale of substantially all of the assets of Revvity, unless immediately after the transaction (a) all of the shareholders before the transaction hold at least 50% of the shares and combined voting power of the resulting entity and (b) no person or entity owns 20% or more of the outstanding shares entitled to vote of the new entity (except to the extent such ownership existed before the transaction); |
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an acquisition of shares of our common stock that results in a person or entity owning 20% or more of our outstanding common stock or combined voting power (excluding acquisitions by us and other limited exceptions); |
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the election of a majority of directors not nominated or elected by our board; and |
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the approval of our stockholders of a complete liquidation or dissolution of Revvity. |
The employment and award agreements of Dr. Singh and Messrs. Krakowiak, Goldberg and Vohra and Ms. Victor provide for the following in the event of a change in control of Revvity:
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continued employment of the executive in a management position for three years from the date of the change in control without (with limited exceptions) decreasing the executive’s |
56 Revvity • 2024 Proxy Statement
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salary and benefits for that period, and the agreement of the executive not to resign, except for good reason (as defined in their agreement), during the year following the change in control; and |
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extension of the exercise period for all vested option awards until the later of (a) the third anniversary of the change in control or (b) the one-year anniversary of the termination of their employment (but not in any event beyond the original term of the option). |
Mr. Goldberg’s employment agreement, which was executed before we changed our practice in 2010, also provides for the full vesting of all outstanding restricted stock, option awards, or similar equity awards in the event of a change in control.
Following an evaluation of market practices, the committee determined on February 25, 2010 that future employment agreements issued to newly promoted or newly hired officers will provide 100% equity vesting in association with a change in control only if the officer’s employment is terminated within a specified period of time following the change in control. Consistent with this decision, the employment agreements entered into between Revvity and Dr. Singh and Messrs. Krakowiak and Vohra and Ms. Victor provide 100% equity vesting only if their employment is terminated within a specified period of time following a change in control.
Termination after a Change in Control
If the executive’s employment is terminated within 36 months after a change in control other than for cause (as defined in the agreement), or by the executive for good reason (as defined in the agreement), the executive is entitled to receive:
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A lump sum payment on the date of termination equal to the sum of: |
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the executive’s unpaid base salary through the date of termination; |
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a pro rata portion of their prior year’s bonus; and |
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the executive’s full salary (as the term is described in their agreement, meaning generally the base salary plus previous year’s bonus) multiplied by three for Dr. Singh, and multiplied by two for Messrs. Krakowiak, Goldberg, and Vohra and Ms. Victor. Payments will be made in accordance with tax rules applicable to non-qualified deferred compensation as described in the agreements. |
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Continued participation in all employee benefit plans and arrangements for 24 months for Mr. Goldberg following the termination of employment on the same terms as in effect immediately prior to the termination of employment. Dr. Singh is entitled to receive a lump sum payment equivalent to 24 months of Company-paid premiums for certain health and welfare plans. Messrs. Krakowiak and Vohra and Ms. Victor are entitled to receive 12 months of Company-paid premiums for certain health and welfare plans. |
All payments listed above are determined without adjustments for excise tax that may be due under Section 280G of the Internal Revenue Code, which we refer to as Section 280G. Under his employment agreement, which was executed before we changed our practice in 2010, Mr. Goldberg is eligible to receive one or more “gross-up payments” (as defined in the agreement) from us to ensure that after we make these termination or change in control payments, the executive is in the same economic position as if the payment were not subject to an excise tax. The payments would be equal to the sum of (a) the excise tax on any “parachute payments” (as defined in Section 280G) and (b) the amount of additional tax imposed on or borne by the executive attributable to the receipt of the gross-up payment. We will pay for the expense of determining the amount of these payments.
On July 30, 2010, the committee determined that future employment agreements issued to newly promoted or newly hired officers will not include gross-up payments for excise taxes due under Section 280G. Consistent with that decision, the employment agreements entered into between
Revvity • 2024 Proxy Statement 57
Revvity and Dr. Singh and Messrs. Krakowiak and Vohra and Ms. Victor do not provide payment of excise tax on any “parachute payments” (as defined in Section 280G). Our agreements with Dr. Singh and Messrs. Krakowiak and Vohra and Ms. Victor include a “best of” approach whereby the officer would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payments reduced to the safe harbor threshold.
Termination without Cause
If we terminate the employment of Dr. Singh without cause (as defined in his employment agreement) other than after a change in control, he is entitled to receive the compensation listed below for two years after the termination date. If we terminate the employment of any of Messrs. Krakowiak, Goldberg and Vohra and Ms. Victor without cause (as defined in these employment agreements) other than after a change in control, the executive is entitled to receive the compensation listed below, for one year after the termination date:
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full salary (as the term is described in the individual’s agreement, meaning generally base salary and an amount equal to the individual’s previous year’s bonus); |
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Mr. Goldberg is entitled to continued participation in all employee benefit plans and arrangements on the same terms as in effect immediately prior to the termination of employment; Dr. Singh is entitled to receive a lump sum payment equivalent to 24 months of company-paid premiums for certain health and welfare plans; and Messrs. Krakowiak and Vohra and Ms. Victor are entitled to receive a lump sum payment equivalent to 12 months of company-paid premiums for certain health and welfare plans; and |
Our agreements with our named executive officers provide that each execute a severance agreement and release before we begin severance payments. Any severance benefits paid pursuant to the signing of a release agreement would commence payment on the 60th day following termination of employment.
Disability
If any of Dr. Singh and Messrs. Krakowiak, Goldberg and Vohra or Ms. Victor is determined to be “disabled” (as defined in their employment agreement) for 180 continuous days, our board of directors may terminate their employment twelve months after providing written notice. In this situation, the executive is entitled to the following:
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During the first 180 days of continuous disability, payments equal to the difference between the executive’s salary and our short-term disability income plan; |
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During the twelve months after 180 days of continuous disability, payments equal to the difference between the executive’s salary and payments under our long-term disability plan. |
The executive’s employment will terminate and payments (other than those to which the executive may be entitled to receive under the long-term disability plan) will cease twelve months following the written notice of termination. In accordance with the terms of our stock option, restricted stock and PRSU agreements, 100% of the executive’s stock options, restricted stock and PRSUs will vest upon death or termination due to total disability. The executive, or their estate, will have until the earlier of the option expiration date, or one year following the date of termination, to exercise the options.
If any of Dr. Singh and Messrs. Krakowiak, Goldberg and Vohra or Ms. Victor is (1) terminated for cause (as defined in their employment agreement), (2) submits a resignation that we accept or (3) dies, Revvity will pay their full salary through the date of termination, after which obligations for payment cease.
58 Revvity • 2024 Proxy Statement
CEO Pay Ratio
Pursuant to applicable SEC rules, presented below is the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u).
In identifying our median employee, we calculated the annual base pay of each employee for the twelve-month period that ended on December 31, 2023. Base salary, including overtime pay, was calculated using internal payroll and records.
We selected the median employee from a group of 11,483 full-time, part-time, temporary and seasonal workers who were employed as of October 2, 2023. We selected the business day closest to the beginning of the three-month period before the end of Revvity’s fiscal year to compile the required employee information. This number excludes all employees located in Brazil (119 employees), Italy (137 employees), Malaysia (5 employees), Mexico (79 employees), the Philippines (16 employees), Portugal (11 employees), South Africa (10 employees), South Korea (28 employees), Taiwan (74 employees), Thailand (16 employees), Turkey (56 employees) and Vietnam (1 employee). These 552 employees constituted 4.59% of our total employee population of 12,035 and therefore were excluded pursuant to the de minimis exemption provided under Item 402(u). We did not include independent contractors or leased workers in our employee population for purposes of making our determination.
As disclosed in the Summary Compensation Table appearing on page 48, the 2023 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $9,130,624. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $50,600. Based on the foregoing, our estimate of the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2023 is 180 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies.
Revvity • 2024 Proxy Statement 69
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| PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION |
Our board of directors is providing shareholders with an advisory vote on executive compensation as required by Section 14A of the Exchange Act. This is a non-binding vote on the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis, and the tabular disclosure of executive compensation and accompanying narrative, provided in this proxy statement. Our board is asking shareholders to approve a non-binding advisory vote on the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby APPROVED.”
While the vote on executive compensation is non-binding and solely advisory in nature, our board of directors and our compensation and benefits committee will review the voting results and seek to determine the causes of any significant negative voting result to better understand the perspective and concerns of our shareholders.
Our executive compensation programs are designed to deliver competitive total compensation linked to the achievement of performance objectives and to attract, motivate and retain leaders who will drive the creation of shareholder value. The compensation and benefits committee continually reviews our executive compensation programs to ensure that the programs achieve the desired goals. Shareholders are invited to consider the following evidence of the effectiveness and integrity of our executive compensation programs as presented in the Executive Compensation section of this proxy statement:
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In accordance with our pay-for-performance compensation philosophy, our named executive officers have a significant portion of their compensation at risk through short- and long-term incentive programs. Not including the cost of benefits, in 2023, our Chief Executive Officer had 89% of his target compensation at risk, and on average our other named executive officers had 78% of their target compensation at risk (that is, subject to either performance requirements and/or service requirements). |
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Our short- and long-term incentive plan payments in 2023 were in alignment with fiscal year 2023 financial performance. We believe sustained performance against the combination of revenue and profitability financial goals represented in our executive incentive plans, as well as continued execution against our strategic goals, will create value for our shareholders over the long-term. |
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We have a demonstrated history of monitoring executive compensation market practices and implementing program changes when deemed appropriate, as evidenced by the elimination during fiscal year 2010 of single-trigger vesting and Section 280G excise tax gross-ups in employment agreements with newly hired and newly promoted executive officers. |
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We proactively solicit input on our executive compensation practices from our largest investors, and in response to shareholder voting on the frequency of advisory say-on-pay voting, we have adopted annual frequency. |
We encourage shareholders to review the information provided in the Compensation Discussion and Analysis, and associated tables and narrative description, in this proxy statement. We believe that this information demonstrates that our executive compensation program is designed appropriately and provides effective incentives for long-term value creation.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL,
ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR EXECUTIVE OFFICERS.
Revvity • 2024 Proxy Statement 75
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| PROPOSAL NO. 4 SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE |
Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, the owner of at least 40 shares of our common stock, has advised us that he plans to introduce the following resolution at the annual meeting of shareholders. In accordance with the rules and regulations of the SEC, the text of Mr. Chevedden’s resolution and supporting statement is printed verbatim from its submission. All statements contained in the shareholder proposal and supporting statement are the sole responsibility of the proponent.
SHAREHOLDER PROPOSAL FOR SIMPLE MAJORITY VOTE
Proposal 4 – Simple Majority Vote
Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English.
Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.
This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. This proposal topic also received overwhelming 98%-support each at the 2023 annual meetings of American Airlines (AAL) and The Carlyle Group (CG).
The overwhelming shareholder support for this proposal topic at hundreds of major companies raises the question of why Revvity had not initiated this proposal topic earlier.
Please vote yes:
Simple Majority Vote – Proposal 4
YOUR COMPANY’S RESPONSE TO SHAREHOLDER PROPOSAL
The Board of Directors unanimously recommends that you vote AGAINST this proposal.
The Board of Directors (the “board”) believes that this proposal is unnecessary given the small number of matters where a supermajority vote is currently required and given the Company’s existing strong corporate governance practices. Additionally, the board believes implementation of the proposal would not be in the best interests of the Company or our shareholders as the limited supermajority voting requirements in place are protective of shareholders and the Company. Accordingly, the board recommends that shareholders vote against this proposal.
76 Revvity • 2024 Proxy Statement
Existing Supermajority Voting Requirements Apply in Limited Circumstances and Protect Shareholder Interests.
A simple majority vote requirement already applies to most matters submitted to a vote of our shareholders, with limited exceptions set out in the Company’s Restated Articles of Organization (the “Articles of Organization”) and the Company’s Amended and Restated By-Laws (the “By-Laws”). Under the Articles of Organization and By-Laws, the vote of two-thirds of each class of stock outstanding and entitled to vote, or a supermajority vote, is required for a limited number of matters, including the removal of a director, amendments to the By-Laws and to approve the merger or consolidation of the Company with or into another corporation. In the view of the board, important corporate governance objectives are best served by a higher voting requirement in these limited circumstances, which include:
Broad Shareholder Consensus: The board believes that these limited fundamental changes to corporate governance should have the support of a broad consensus of our shareholders. The board also believes that the supermajority vote requirements protect shareholders, particularly minority shareholders, from the potentially self-interested actions of short-term investors. If the proposal were implemented, significant changes could be approved by less than half of our outstanding shareholders in situations of low voter turnout or significant abstentions. For example, if the simple majority voting standard was adopted as proposed and only 50.1% of the shares outstanding are present at an annual or special meeting, shareholders constituting as little as 25.1% of the outstanding voting power, a very small group of shareholders, could approve fundamental changes to corporate governance that are not in the best interests of our Company and that are opposed by potentially more than half of the remaining shareholders. While a majority of shares outstanding threshold might address this concern to a degree, the board believes that the current supermajority standard in limited circumstances is preferable since it encourages our large shareholders to consider the interests of all the Company’s shareholders.
Fiduciary Duty: The board is subject to fiduciary duties under Massachusetts law to act on a fully informed basis and in a manner that it believes to be in the best interests of the Company and all of its shareholders. Shareholders, however, do not have the same fiduciary duties. As a result, shareholders may act in their own self-interests to the detriment of other shareholders. Accordingly, the board believes the supermajority voting requirements are necessary to safeguard the long-term interests of our Company and our shareholders.
Protection Against Certain Takeovers: Our supermajority voting requirements further protect our shareholders by encouraging persons or firms making unsolicited takeover proposals to negotiate directly with the board with respect to all matters of corporate governance. Ten of the eleven directors on the board of directors are independent under NYSE rules. Accordingly, we believe that the board is in the best position to evaluate proposed offers, to review the adequacy and fairness of proposed offers, and to consider alternatives and to protect shareholders against abusive tactics during a takeover process, and as appropriate, to negotiate the best possible return on behalf of all shareholders. The shareholder proposal to eliminate these supermajority voting requirements may make it more difficult for the board to preserve and maximize value for all shareholders in the event of an unsolicited takeover bid.
The Board of Directors Has Demonstrated a Strong Commitment to Corporate Governance Best Practices.
The board is committed to good corporate governance practices and believes that this proposal should be evaluated in the context of such commitment, which is evidenced by the following practices:
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Directors are elected annually by a majority of the votes cast in uncontested elections and by a plurality of the votes cast in contested elections. |
Revvity • 2024 Proxy Statement 77
Our board of directors does not know of any other business to be presented for consideration at the meeting other than that described above. However, if any other business should come before the meeting, it is the intention of the persons named in the proxy to vote, or otherwise act, in accordance with their judgment on such matters.
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| DELINQUENT SECTION 16(a) REPORTS |
Section 16(a) of the Exchange Act requires our directors, officers and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in beneficial ownership. Directors, officers and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish us with copies of all such reports. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that for fiscal 2023 all required reports were filed on a timely basis under Section 16(a), except that due to administrative error, the following reports were not submitted on behalf of Ms. Anita Gonzales on a timely basis: Form 3, which was subsequently filed on June 16, 2023; Form 4 reporting the disposition of 149 shares of our common stock on September 15, 2023, which was subsequently filed on January 26, 2024; and Form 4 reporting the grant of 248 restricted stock units and 706 stock options for our common stock on December 15, 2023, which was subsequently filed on December 28, 2023.
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| SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING OF SHAREHOLDERS |
In order to be considered for addition to the agenda for the 2025 annual meeting of shareholders, and to be included in our proxy statement and form of proxy in accordance with Rule 14a-8 under the Exchange Act, shareholder proposals should be addressed to the Secretary of Revvity, and must be received at our corporate offices at 940 Winter Street, Waltham, Massachusetts 02451 no later than November 13, 2024.
Shareholders who wish to nominate a director for election at the 2025 annual meeting, or who wish to present a proposal at the 2025 annual meeting, other than a proposal that will be included in our proxy materials, should send notice to Revvity by February 7, 2025, or such nomination or proposal, as the case may be, will not be timely. If our annual meeting is held earlier than April 3, 2025 or has not been held by June 22, 2025, then shareholders should send notice to us no later than the 75th day before the annual meeting, or the seventh day after the day notice of the date of the meeting is mailed or made public, whichever occurs first. Under Massachusetts law, an item may not be brought before our shareholders at a meeting unless it appears in the notice of meeting. If a shareholder makes a timely notification and a matter is properly brought before the 2025 annual meeting, the people we name as proxies may still exercise discretionary voting authority under circumstances consistent with the proxy rules of the Securities and Exchange Commission.
Our By-laws also permit a shareholder, or group of up to 20 shareholders, who have owned continuously for at least three years a number of our shares that constitutes at least 3% of the voting power of our outstanding shares, to nominate and include in our proxy materials for the 2025 annual meeting, director nominees constituting up to the greater of two individuals or 20% of our board of
Revvity • 2024 Proxy Statement 79
APPENDIX A
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| RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES |
Explanation of Non-GAAP Financial Measures
We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash, non-recurring or other items which result from facts and circumstances that vary in frequency and impact on continuing operations. Accordingly, we present non-GAAP financial measures as a supplement to the financial measures we present in accordance with GAAP. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by adjusting for certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. Management believes these non-GAAP financial measures provide additional means of evaluating period-over-period operating performance. In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance, and comparing this performance to our peers and competitors.
We use the term “adjusted earnings per share,” or “adjusted EPS,” to refer to GAAP earnings per share, including revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules, and excluding discontinued operations, amortization of intangible assets, debt extinguishment costs, other purchase accounting adjustments, acquisition and divestiture-related expenses, significant litigation matters and settlements, significant environmental charges, changes in the value of financial securities, disposition of businesses and assets, net, changes in foreign exchange and interest associated with acquisitions and divestitures, asset impairments and restructuring and other charges. We also exclude adjustments for mark-to-market accounting on post-retirement benefits, therefore only our projected costs have been used to calculate this non-GAAP measure. We also adjust for any tax impact related to the above items and exclude the impact of significant tax events.
Management includes or excludes the effect of each of the items identified below in the applicable non-GAAP financial measure referenced above for the reasons set forth below with respect to that item:
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Amortization of intangible assets—purchased intangible assets are amortized over their estimated useful lives and generally cannot be changed or influenced by management after the acquisition. Accordingly, this item is not considered by management in making operating decisions. Management does not believe such charges accurately reflect the performance of our ongoing operations for the period in which such charges are incurred. |
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Debt extinguishment costs—we incur costs and income related to the extinguishment of debt, including make-whole payments to debt holders, accelerated amortization of debt fees and discounts, and expense or income from hedges to lock in make-whole payments. We exclude the impact of these items from our non-GAAP measures because we believe they do not reflect the performance of our ongoing operations. |
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Revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules—accounting rules require us to account for the fair value of revenue from contracts assumed in connection with our acquisitions. As a result, our GAAP results reflect the |
Revvity • 2024 Proxy Statement A-1
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Impact of significant tax items—we exclude the impact of significant tax events, such as the Tax Cuts and Jobs Act of 2017. Management does not believe the impact of significant tax events accurately reflects the performance of our ongoing operations for the periods in which the impact of such events was recorded. |
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Changes in value of financial securities—we exclude the impact of changes in the value of financial securities. Management does not believe such gains or losses accurately reflect the performance of our ongoing operations for the period in which such gains or losses are reported. |
# # #
The tax effect for discontinued operations is calculated based on the authoritative guidance in the Financial Accounting Standards Board’s Accounting Standards Codification 740, Income Taxes. The tax effect for amortization of intangible assets, inventory fair value adjustments related to business acquisitions, changes to the fair values assigned to contingent consideration, debt extinguishment costs, other costs related to business acquisitions and divestitures, significant litigation matters and settlements, significant environmental charges, changes in the fair value of financial securities, adjustments for mark-to-market accounting on post-retirement benefits, disposition of businesses and assets, net, asset impairments, restructuring and other charges, and the revenue from contracts acquired with various acquisitions is calculated based on operational results and applicable jurisdictional law, which contemplates tax rates currently in effect to determine our tax provision. The tax effect for the impact from foreign currency exchange rates on the current period is calculated based on the average rate currently in effect to determine our tax provision.
The non-GAAP financial measures described above are not meant to be considered superior to, or a substitute for, our financial statements prepared in accordance with GAAP. There are material limitations associated with non-GAAP financial measures because they exclude charges that have an effect on our reported results and, therefore, should not be relied upon as the sole financial measures by which to evaluate our financial results. Management compensates and believes that investors should compensate for these limitations by viewing the non-GAAP financial measures in conjunction with the GAAP financial measures. In addition, the non-GAAP financial measures included in this proxy statement may be different from, and therefore may not be comparable to, similar measures used by other companies.
Each of the non-GAAP financial measures listed above is also used by our management to evaluate our operating performance, communicate our financial results to our Board of Directors, benchmark our results against our historical performance and the performance of our peers, evaluate investment opportunities including acquisitions and discontinued operations, and determine the bonus payments for senior management and employees.
Revvity • 2024 Proxy Statement A-3
Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below.
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Summary
Compensation Table
Total for Prahlad R.
Singh¹ |
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Compensation Actually Paid to Prahlad R. Singh 1,2,3 |
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Average Summary Compensation Table Total for Non-PEO NEOs 1 |
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Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) |
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Value of Initial Fixed $100 Investment Based On: 4 |
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Adjusted Revenue 5 ($ Millions) |
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| 1. |
Prahlad R. Singh was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
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| James M. Mock |
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James M. Mock |
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James M. Mock |
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Maxwell Krakowiak |
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| Joel S. Goldberg |
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Joel S. Goldberg |
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Joel S. Goldberg |
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Joel S. Goldberg |
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| Daniel R. Tereau |
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Daniel R. Tereau |
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Daniel R. Tereau |
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Tajinder S. Vohra |
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| Tajinder S. Vohra |
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Tajinder S. Vohra |
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Tajinder S. Vohra |
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Miriame Victor |
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Maxwell Krakowiak |
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| 2. |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
| 3. |
Compensation Actually Paid for 2023 reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year |
|
Summary Compensation
Table Total for Prahlad
R. Singh ($) |
|
|
Exclusion of Stock Awards
and Option Awards for
Prahlad R. Singh ($) |
|
|
Inclusion of Equity Values
for Prahlad R. Singh ($) |
|
|
Compensation Actually
Paid to Prahlad R. Singh ($) |
|
|
|
|
|
|
| 2023 |
|
|
9,130,624 |
|
|
|
(7,696,045 |
) |
|
|
2,215,258 |
|
|
|
3,649,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year |
|
Average Summary Compensation Table Total for Non-PEO NEOs ($) |
|
|
Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) |
|
|
Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs ($) |
|
|
|
|
|
|
| 2023 |
|
|
2,216,350 |
|
|
|
(1,596,019 |
) |
|
|
698,965 |
|
|
|
1,319,296 |
| The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Prahlad R. Singh |
|
|
Change in Fair Value
from Last Day of
Prior Year to
Last Day of Year
of Unvested Equity Awards
for Prahlad R. Singh |
|
|
Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested
Equity Awards that Vested
During Year
for Prahlad R. Singh |
|
|
Equity Values for
Prahlad R. Singh |
|
|
|
|
|
|
| 2023 |
|
|
5,690,302 |
|
|
|
(3,059,220 |
) |
|
|
(415,824 |
) |
|
|
2,215,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs |
|
|
Average Change
in Fair
Value from Last
Day of Prior
Year to Last Day
of Year of
Unvested
Equity Awards for
Non-PEO NEOs |
|
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) |
|
|
Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|
|
|
|
|
|
| 2023 |
|
|
1,176,221 |
|
|
|
(397,389 |
) |
|
|
(79,868 |
) |
|
|
698,965 |
|
| 4. |
The Peer Group TSR set forth in this table utilizes the S&P 500 Life Sciences Tools & Services Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 30, 2019, through the end of the listed year in the Company and in the S&P 500 Life Sciences Tools & Services Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
| 5. |
We determined Adjusted Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. More information on Adjusted Revenue can be found in the “Determining Executive Pay” section of the Compensation Discussion and Analysis. |
|
|
|
|
| Company Selected Measure Name |
Adjusted Revenue
|
|
|
|
| Named Executive Officers, Footnote |
| 1. |
Prahlad R. Singh was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| James M. Mock |
|
James M. Mock |
|
James M. Mock |
|
Maxwell Krakowiak |
|
|
|
|
| Joel S. Goldberg |
|
Joel S. Goldberg |
|
Joel S. Goldberg |
|
Joel S. Goldberg |
|
|
|
|
| Daniel R. Tereau |
|
Daniel R. Tereau |
|
Daniel R. Tereau |
|
Tajinder S. Vohra |
|
|
|
|
| Tajinder S. Vohra |
|
Tajinder S. Vohra |
|
Tajinder S. Vohra |
|
Miriame Victor |
|
|
|
|
| |
|
|
|
Maxwell Krakowiak |
|
|
|
|
|
|
| Peer Group Issuers, Footnote |
The Peer Group TSR set forth in this table utilizes the S&P 500 Life Sciences Tools & Services Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 30, 2019, through the end of the listed year in the Company and in the S&P 500 Life Sciences Tools & Services Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
|
|
|
|
| PEO Total Compensation Amount |
$ 9,130,624
|
$ 10,576,998
|
$ 9,661,006
|
$ 9,017,969
|
| PEO Actually Paid Compensation Amount |
$ 3,649,837
|
1,806,595
|
22,364,293
|
17,608,514
|
| Adjustment To PEO Compensation, Footnote |
| 3. |
Compensation Actually Paid for 2023 reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year |
|
Summary Compensation
Table Total for Prahlad
R. Singh ($) |
|
|
Exclusion of Stock Awards
and Option Awards for
Prahlad R. Singh ($) |
|
|
Inclusion of Equity Values
for Prahlad R. Singh ($) |
|
|
Compensation Actually
Paid to Prahlad R. Singh ($) |
|
|
|
|
|
|
| 2023 |
|
|
9,130,624 |
|
|
|
(7,696,045 |
) |
|
|
2,215,258 |
|
|
|
3,649,837 |
| The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Prahlad R. Singh |
|
|
Change in Fair Value
from Last Day of
Prior Year to
Last Day of Year
of Unvested Equity Awards
for Prahlad R. Singh |
|
|
Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested
Equity Awards that Vested
During Year
for Prahlad R. Singh |
|
|
Equity Values for
Prahlad R. Singh |
|
|
|
|
|
|
| 2023 |
|
|
5,690,302 |
|
|
|
(3,059,220 |
) |
|
|
(415,824 |
) |
|
|
2,215,258 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 2,216,350
|
2,074,392
|
2,401,828
|
2,945,673
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,319,296
|
(698,239)
|
5,469,748
|
5,888,871
|
| Adjustment to Non-PEO NEO Compensation Footnote |
Compensation Actually Paid for 2023 reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year |
|
Average Summary Compensation Table Total for Non-PEO NEOs ($) |
|
|
Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) |
|
|
Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs ($) |
|
|
|
|
|
|
| 2023 |
|
|
2,216,350 |
|
|
|
(1,596,019 |
) |
|
|
698,965 |
|
|
|
1,319,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs |
|
|
Average Change
in Fair
Value from Last
Day of Prior
Year to Last Day
of Year of
Unvested
Equity Awards for
Non-PEO NEOs |
|
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) |
|
|
Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|
|
|
|
|
|
| 2023 |
|
|
1,176,221 |
|
|
|
(397,389 |
) |
|
|
(79,868 |
) |
|
|
698,965 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years and the TSR of the S&P 500 Life Sciences Tools & Services Industry Index over the same period.
|
|
|
|
| Compensation Actually Paid vs. Net Income |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other Non-PEO NEOs, and our Adjusted Revenue during the four most recently completed fiscal years.
|
|
|
|
| Total Shareholder Return Vs Peer Group |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years and the TSR of the S&P 500 Life Sciences Tools & Services Industry Index over the same period.
|
|
|
|
| Tabular List, Table |
Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.
|
|
| Adjusted Revenue |
|
| Adjusted EPS |
|
Non-COVID Organic Growith |
|
| Free Cash Flow Conversion |
|
|
|
|
| Total Shareholder Return Amount |
$ 113.62
|
145.42
|
208.13
|
148.27
|
| Peer Group Total Shareholder Return Amount |
136.29
|
141.02
|
183.38
|
132.4
|
| Net Income (Loss) |
$ 693,000,000
|
$ 579,000,000
|
$ 943,000,000
|
$ 728,000,000
|
| Company Selected Measure Amount |
2,751,000,000
|
3,313,000,000
|
3,830,000,000
|
2,664,000,000
|
| PEO Name |
Prahlad R. Singh
|
|
|
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted Revenue
|
|
|
|
| Non-GAAP Measure Description |
We determined Adjusted Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. More information on Adjusted Revenue can be found in the “Determining Executive Pay” section of the Compensation Discussion and Analysis.
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EPS
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Non-COVID Organic Growith
|
|
|
|
| Measure:: 4 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Free Cash Flow Conversion
|
|
|
|
| PEO | Year End Fair Value Of Equity Awards Granted During Year That Remained Unvested As Of Last Day Of Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 5,690,302
|
|
|
|
| PEO | Change In Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(3,059,220)
|
|
|
|
| PEO | Change In Fair Value From Last Day Of Prior Year To Vesting Date Of Equity Awards That Vested During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(415,824)
|
|
|
|
| PEO | Exclusion Of Stock Awards And Option Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(7,696,045)
|
|
|
|
| PEO | Inclusion Of Equity Values [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,215,258
|
|
|
|
| Non-PEO NEO | Year End Fair Value Of Equity Awards Granted During Year That Remained Unvested As Of Last Day Of Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,176,221
|
|
|
|
| Non-PEO NEO | Change In Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(397,389)
|
|
|
|
| Non-PEO NEO | Change In Fair Value From Last Day Of Prior Year To Vesting Date Of Equity Awards That Vested During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(79,868)
|
|
|
|
| Non-PEO NEO | Exclusion Of Stock Awards And Option Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(1,596,019)
|
|
|
|
| Non-PEO NEO | Inclusion Of Equity Values [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 698,965
|
|
|
|