UL Solutions Inc DEF 14A, filed Apr 3, 2025
UL Solutions Inc. (ULS)
About this DEF 14A
UL Solutions Inc filed this DEF 14A on April 3, 2025.
Table of Contents
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ |
Definitive Proxy Statement |
☐ |
Definitive Additional Materials |
☐ |
Soliciting Material Pursuant to § 240.14a-12 |
☒ |
No fee required. |
☐ |
Fee paid previously with preliminary materials. |
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Table of Contents
Table of Contents
A Message from our Chair
Dear fellow stockholders,
As Chair of the Board of Directors, I am proud to report that 2024 was one of the most successful — and important — years in the history of UL Solutions. We had many pivotal accomplishments as we pushed forward with our mission of working for a safer world.
UL Solutions emerged from 2024 uniquely positioned as a global safety leader poised to address today’s safety risks and concerns, with a healthy balance sheet and clear financial momentum.
This company and our mission are particularly special to me, and it is personally gratifying that our impact and results are so meaningful to broader society. Our UL Mark appears on billions of products and is synonymous with trust. This is a responsibility that we do not take lightly.
I was introduced to what was then Underwriters Laboratories while I was president and CEO of the National Fire Protection Association, an international nonprofit organization dedicated to eliminating harm and loss due to fire, electrical and related hazards. I was impressed by their active collaboration and engagement with the Safety industry.
In light of their collaborative nature, I was honored to join their board of trustees in 2009. Over the course of my 15-plus years with the organization, it has been my privilege to see it grow into what it is today, the UL enterprise made up of three distinct organizations — UL Research Institutes (ULRI), UL Standards and Engagement (ULSE) and UL Solutions — all committed to working for a safer world.
At UL Solutions, we perform testing, inspection and certification services according to various standards and other requirements, including those developed by ULSE. The standards developed by ULSE are in part informed by the invaluable research of ULRI.
A clear and powerful example is our collective work with micromobility equipment powered by lithium-ion batteries, like e-bikes and e-scooters. They are a convenient, climate-friendly transportation option, but a failure to meet product safety standards sparked a safety crisis. As they gained popularity, New York City, for example, reportedly experienced more than 600 micromobility fires from 2021 to 2023, resulting in 29 fatalities. A ULSE-sponsored analysis found e-mobility fires cost the city $518.6 million in loss and damages from 2019 to 2023.
Seeing this serious safety crisis unfolding, ULRI conducted research concerning ways to improve the safety of the lithium-ion batteries which in turn helped inform new safety standards that were ultimately published by ULSE. Today, in certain jurisdictions such as New York City, these lithium-ion batteries must be tested to the standard published by ULSE. UL Solutions is proud to provide testing and certification services according to this new standard, turning the safety research into life-saving action.
Our legacy dates back to 1894, when electricity was just entering homes and businesses. The company was founded to make those first uses of electricity safe. We have now come full circle in this period of “the electrification of everything,” and our work ensuring safety to help advance technology is even more urgent than it was at our beginning. I have seen firsthand the impact that UL Solutions continues to have.
Being a publicly traded company raises our profile and enables us to move forward with our mission with greater innovation, relevance and speed. Look at the list of accomplishments that our President and CEO Jennifer Scanlon presents. You will see that the important work continues.
I am immensely proud of UL Solutions’ results in 2024 and, as we look ahead, our position to help address safety in today’s innovations that are changing our world.
|
Sincerely,
James M. Shannon Chair of the Board of Directors
|
Table of Contents
A Message from our CEO
Dear UL Solutions stockholders,
Looking back, 2024 — our first year as a public company — will go down as one of the most transformative years in the 130-year history of UL Solutions. We completed our oversubscribed IPO in April, a momentous success for UL Solutions. Fewer than six months later we completed a follow-on offering in September. With this backdrop, we delivered strong growth and expanded profitability. We made strategic acquisitions. We opened critical testing laboratories and added key testing capabilities. Our team members have a lot to be proud of.
But most importantly — just like the century before — we continued delivering on our mission of working for a safer world. This enduring commitment to our mission is made possible by our more than 15,000 talented and dedicated employees all over the world who help us serve over 80,000 customers in more than 110 countries.
Our business is being driven by key megatrends — including the electrification of everything, the need for more sustainable energy sources and products, the transformation of the physical to the digital and demand for transparency across supply chains. These megatrends are fueling tremendous innovation and strong demand for our industry-leading services.
These trends are dynamic, and where there is change, we are right there with our customers, innovating and investing in laboratories, people and services. We pivot. We meet our customers where they are. We remain as relevant as ever as we meet the technology-driven needs of the 21st century.
I am incredibly proud of our many achievements in 2024.
| • | We built strong momentum, delivering revenue of $2.9 billion, up 7.2% versus 2023. Our Industrial segment led the way with 9.4% full year growth. |
| • | We generated a 25.0% increase in net income, and $524 million of net cash provided by operating activities for the full year. |
| • | We made two acquisitions in our Industrial segment related to the global energy transition: battery testing company BatterieIngenieure, and hydrogen testing company TesTneT. |
| • | We opened our retail center of excellence in Lowell, Arkansas, and our state-of-the-art battery testing laboratory in Auburn Hills, Michigan. We also expanded capacity at our Mexico laboratory to meet growing product demand in Latin America and announced plans to construct an advanced automotive and battery testing center in Korea serving the automotive industry. We opened a battery enclosure screening laboratory in Japan. |
| • | We introduced our ULTRUS™ software brand, helping customers around the world improve the safety and sustainability of products. |
| • | We launched the AI Model Transparency Benchmark to address concerns around artificial intelligence reliability and security and granted our first certification that used a digital model of the product being tested, with wide-ranging implications for product innovation and speed to market. |
| • | We were named Lead Administrator of the FCC’s new cybersecurity labeling program and its Cyber Trust Mark. |
While we’ve achieved remarkable results, in many ways, we’re just getting started. We stand on the shoulders of generations of safety scientists who have made the world a better place, and we carry that legacy forward with pride.
Right now, we believe we’re entering 2025 in an even stronger position than when we began our public company journey.
Table of Contents
I’m looking forward to sharing more details with you at our Annual Meeting on May 20, 2025 at 8:00 a.m. Central Time through a virtual web conference at www.virtualshareholdermeeting.com/ULS2025.
With that, I would like to thank each and every one of you for your confidence in UL Solutions and our safety mission.
We’re glad you decided to take a walk on the safe side with us.
|
Sincerely,
Jennifer F. Scanlon President and Chief Executive Officer
|
This proxy statement is dated April 3, 2025 and is first being made available to stockholders on April 3, 2025.
Table of Contents
NOTICE OF
2025 Annual Meeting of Stockholders
333 Pfingsten Rd
Northbrook, Illinois 60062
|
|
|
| ||||||
| Time and Date:
Tuesday, May 20, 2025, at 8:00 a.m. Central Time (the “Annual Meeting”)
Online check-in will be available beginning at 7:30 a.m. Central Time. Please allow ample time for the online check-in process. |
Place:
This year’s Annual Meeting will be held through a virtual web conference at www.virtual shareholdermeeting.com/ULS2025.
To participate in the Annual Meeting, you will need your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or any additional voting instructions accompanying these proxy materials. |
Record Date:
March 26, 2025 (the “Record Date”) |
Items to be Voted On:
| 1 | To elect the 12 nominees to the Board of Directors (the “Board”) named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified (Proposal One); | |
| 2 | To ratify the retention of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal Two); | |
| 3 | To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal Three); | |
| 4 | To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers (Proposal Four); and | |
| 5 | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | |
How to Vote:
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. VOTING NOW VIA PROXY WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING.
Our Board has fixed the close of business on March 26, 2025 as the Record Date for determining holders of our Class A common stock and Class B common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
By Order of the Board,
|
Sincerely,
Nick Linn Vice President, Interim Chief Legal Officer and Corporate Secretary April 3, 2025
|
Table of Contents
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 20, 2025
We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials to certain of our stockholders. This notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.
Table of Contents
Table of contents
| 2025 Proxy Statement | i
| ||
Table of Contents
2025 Proxy Statement Summary
Your proxy is being solicited on behalf of the Board of Directors (“Board”) of UL Solutions Inc. (“UL Solutions,” the “Company,” “we,” “us” or “our”) to vote at the 2025 Annual Meeting of Stockholders (“Annual Meeting”). We are making this Proxy Statement available to stockholders beginning on or about April 3, 2025. This summary represents only selected information. We encourage you to read the entire Proxy Statement before voting. For more complete information regarding the Company’s 2024 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2024.
2025 Annual Meeting of Stockholders
| • | Date and Time: May 20, 2025 at 8:00 a.m. Central Time. Online check-in will be available at 7:30 a.m. Central Time. Please allow ample time for the online check-in process. |
| • | Location: This year’s Annual Meeting will be held through a virtual web conference at www.virtualshareholdermeeting.com/ULS2025. To participate in the Annual Meeting, you will need your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or any additional voting instructions accompanying these proxy materials. |
| • | Record Date: March 26, 2025 |
| • | Voting: Stockholders as of the close of business on the record date are entitled to vote. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement for which your vote is being solicited. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our “common stock.” |
| • | Attendance: Stockholders and their duly appointed proxies may attend the meeting. |
| • | Shares Outstanding (as of the record date): 62,049,275 shares of our Class A common stock and 138,130,000 shares of Class B common stock. |
| • | Stock Symbol: ULS |
| • | Exchange: New York Stock Exchange (“NYSE”) |
| • | Registrar & Transfer Agent: Equiniti Trust Company, LLC |
| • | Principal Executive Office: 333 Pfingsten Rd, Northbrook, Illinois 60062 |
| • | Corporate Website*: www.ul.com |
| • | Investor Relations Website*: https://ir.ul.com/overview |
| * | The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement. |
Items to be Voted on
| Proposal | Our Board’s Recommendation | |
| Election of Directors (page 6) | FOR | |
| Ratification of Retention of Independent Registered Public Accounting Firm (page 74) | FOR | |
| Advisory Vote to Approve Executive Compensation (page 76) | FOR | |
| Advisory Vote to Approve Preferred Frequency of Stockholder Advisory Votes on Executive Compensation (page 77) | 1 YEAR | |
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES OVER THE TELEPHONE, VIA THE INTERNET OR BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD, AS DESCRIBED IN THE PROXY STATEMENT. YOUR PROMPT ATTENTION IS GREATLY APPRECIATED.
| 2025 Proxy Statement | 1
| ||
Table of Contents
Board Composition, Nominations Process and Director Qualifications
Board Composition
Our business and affairs are managed under the direction of our Board. Our Amended and Restated Certificate of Incorporation (“Charter”) provides that our Board will consist of such number of directors as may from time to time be fixed by our Board, subject to the rights of ULSE Inc. (“UL Standards & Engagement”) under a Stockholder Agreement, dated as of April 2, 2024 (the “Stockholder Agreement”) and our Amended and Restated Bylaws (“Bylaws”). Our Board currently consists of 13 members. On February 11, 2025, our Board determined that Francis J. Coyne will not be standing for election at the Annual Meeting in accordance with the director retirement policy contained in our Corporate Governance Guidelines. In addition, on February 11, 2025, Lisa M. Lambert notified our Board that she would not be standing for election at the Annual Meeting. In light of the impending departures of Mr. Coyne and Ms. Lambert, the Board has nominated Vikram U. Kini for election by our stockholders at the Annual Meeting and has resolved to decrease its size to 12 members, effective immediately before the election of directors at the Annual Meeting. In connection with our initial public offering, we entered into the Stockholder Agreement with UL Standards & Engagement, pursuant to which UL Standards & Engagement is entitled to designate certain numbers of our directors, who are reviewed by the Nominating and Corporate Governance Committee (the “Nominating Committee”), until such time as UL Standards & Engagement’s holdings of our common stock is reduced below particular thresholds. Four of our 12 director nominees—James M. Shannon, James P. Dollive, Elisabeth Tørstad and George A. Williams—were designated by UL Standards & Engagement. For additional information on the Stockholder Agreement, see “Corporate Governance—Controlled Company Status,” “Corporate Governance—Certain Rights of UL Standards & Engagement” and “Certain Relationships and Related Party Transactions—Stockholder Agreement with UL Standards & Engagement” below. Subject to our Charter and the terms of the Stockholder Agreement, each director’s term will continue until the annual meeting of the stockholders next held after his or her election and the election and qualification of his or her successor, or his or her earlier death, disqualification, resignation or removal.
Board Experience, Qualifications and Skills
In addition to the minimum qualifications that our Board believes are necessary for all directors, the following matrix highlights some of the key experiences, qualifications or skills that the Nominating Committee considered when recommending directors nominees and that the full Board considered when making nominations, because of their particular relevance to our business and structure. The following matrix does not encompass all the experiences, skills, and expertise of our director nominees. Our Board did not assign specific weights to any of these experiences, qualifications or skills. The absence of a mark for an experience, qualification or skill does not necessarily mean that the nominee does not possess that experience, qualification or skill; it only means that when the Board considered that nominee in the overall context of the composition of our Board, that experience, qualification or skill was not a key factor in the determination to nominate that person. Further information on each director nominee’s experiences, qualifications, attributes and skills is provided in the individual biographical descriptions under “Election of Directors”. Francis J. Coyne and Lisa M. Lambert, who have served as members of our Board since 2012 and 2021, respectively, will not be standing for election when their current terms expire, and, thus, are not included in the table below. Board tenures and ages are as of March 26, 2025.
| 2 | 2025 Proxy Statement
|
||
Table of Contents
BOARD COMPOSITION, NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS
| DIRECTORS AND DIRECTOR NOMINEE | ||||||||||||||||||||||||
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | |||||||||||||
| Specific Industry Experience: Experience in industries most relevant to the Company’s business, including the following industries: |
||||||||||||||||||||||||
| Testing, Inspection and Certification |
● | ● | ● | ● | ||||||||||||||||||||
| Professional Services |
● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||
| Consumer Products |
● | ● | ● | ● | ● | ● | ||||||||||||||||||
| Software as a Service |
● | ● | ● | ● | ● | |||||||||||||||||||
| Executive Leadership Experience as chief executive officer, chief financial officer, chief operating officer, division head or other executive leadership positions in a major organization |
● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||
| Business Strategy & M&A Experience with strategic business planning activities for a major organization, including strategic capital allocation, initiatives for organic growth and mergers and acquisitions |
● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||
| International Business Experience with business enterprises in global markets, including a strong understanding of geopolitical, economic, cultural, operational, regulatory, and other relevant aspects, and a broad perspective on global market opportunities |
● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||||||
| Finance & Accounting Experience in or a strong understanding of accounting, financial reporting or auditing processes and standards and in oversight and management of corporate finance, accounting and audit functions, including internal controls |
● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||
| Human Capital Management Experience in or a strong understanding of the management and development of human capital, including recruitment, talent development, retention, executive compensation, culture, diversity, equity and inclusion, and other human capital issues |
● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||||||
| Engineering, R&D & Innovation Technical, scientific or engineering knowledge or experience serving in engineering, product or R&D roles or managing such functions, and experience in or a strong understanding of technology trends and driving innovation within a major organization |
● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||||||||
| Technology & Digital Experience in or a strong understanding of information technology, information systems, digital transformation and/or other information technology issues of a major organization |
● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||
| Cybersecurity & Privacy Experience in or a strong understanding of cybersecurity and/or data privacy issues, including overseeing or managing cybersecurity threats to enterprise operations |
● | ● | ● | ● | ● | ● | ● | |||||||||||||||||
| Risk Oversight & Management Experience in or a strong understanding of the identification, evaluation, and prioritization of risks and the development of comprehensive policies and procedures to effectively mitigate risk and manage compliance |
● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||||||
| Government & Stakeholder Relations Experience in or a strong understanding of the workings of government and public policy on a local, state, national and global level and stakeholder strategy and engagement |
● | ● | ● | ● | ● | ● | ● | |||||||||||||||||
| Board Tenure (years) | 13 | 13 | 13 | 11 | 3 | 5 | — | 5 | 2 | 3 | 1 | 1 | ||||||||||||
| Age | 72 | 73 | 64 | 62 | 67 | 69 | 43 | 58 | 63 | 61 | 59 | 63 | ||||||||||||
| 2025 Proxy Statement | 3
| ||
Table of Contents
BOARD COMPOSITION, NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS
Board Diversity
Our Nominating Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. Although our Board does not have a formal written diversity policy with respect to the evaluation of director candidates, in its evaluation of director candidates, our Nominating Committee may consider various factors including, without limitation, the candidate’s geographic background and diversity of perspective, including gender, age, race, nationality and ethnicity.
Our proposed Board slate reflects our commitment to diversity. Of the 12 director nominees, four have self-identified as women, two have self-identified as African American or Black, one has self-identified as Asian American, one has self-identified as a member of the LGBTQ+ community and one has self-identified as a miliary veteran.
Criteria for Selection of Directors
The Nominating Committee is responsible for identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board, and recommending to our Board the nominees for election to our Board at annual meetings of our stockholders. The Nominating Committee’s recommendations must be consistent with our organizational documents and applicable law, as well as our obligations under the Stockholder Agreement. See “Board Composition” and “Corporate Governance—Certain Rights of UL Standards & Engagement.” In evaluating candidates, the Board seeks individuals who have a high level of personal and professional integrity, strong reputation, strong ethics and values and the ability to make mature business judgments.
Our Nominating Committee reviews with our Board, on an annual basis, the independence, experience, qualifications, skills and background of Board members, and the experience, qualifications, skills and background of the Board as a whole, in determining whether to recommend incumbent directors for reelection. In identifying potential new candidates for Board membership, the Nominating Committee considers recommendations from directors, stockholders and management, and from time to time it will engage executive search firms to assist in the identification of qualified candidates.
Once potential director candidates are identified, the Nominating Committee begins an extensive evaluation process. The evaluation and selection of qualified directors involves the consideration of many factors, including the needs of our Board at that time. In addition to those qualifications necessary to meet the requirements of our organizational documents, applicable U.S. legal, regulatory and NYSE listing requirements, and the Company’s obligations under our Stockholder Agreement, the Nominating Committee and Board consider the following with respect to each potential director nominee in accordance with the qualification standards set forth in our Corporate Governance Guidelines: (i) the candidate’s experience in corporate or senior management, such as serving as an officer or former officer of a publicly held company, governmental body or the military; (ii) the candidate’s experience as
| 4 | 2025 Proxy Statement
|
||
Table of Contents
BOARD COMPOSITION, NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS
a board member of another publicly held company or nonprofit organization; (iii) the candidate’s professional and academic experience relevant to the Company’s industry; (iv) the strength of the candidate’s leadership skills; (v) the candidate’s experience in finance and accounting and/or executive compensation practices; (vi) whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; (vii) the candidate’s geographic background, as well as the candidate’s diversity of perspective, including gender, age, race, nationality and ethnicity; (viii) whether the candidate qualifies as an independent director under NYSE and Securities and Exchange Commission (“SEC”) rules; and (ix) whether the candidate possesses skills deemed pertinent in light of the current needs of the Board and/or Board committees.
Recommendation of Nominees by Stockholders
Our Nominating Committee will evaluate director candidates recommended by stockholders in the same manner in which the Nominating Committee evaluates any other director candidate. All recommendations for nomination received by our Corporate Secretary that are made in accordance with the requirements in our Bylaws relating to director nominations will be considered.
| 2025 Proxy Statement | 5
| ||
Table of Contents
PROPOSAL NO. 1:
Election of Directors
Francis J. Coyne, who has served as a member of our Board since 2012, will not be standing for election at the Annual Meeting in accordance with the director retirement policy contained in our Corporate Governance Guidelines. Lisa M. Lambert, who has served as a member of our Board since 2021, will also not be standing for election at the Annual Meeting. The Board would like to thank Mr. Coyne and Ms. Lambert for their years of dedicated service to the Company. In light of the impending departures of Mr. Coyne and Ms. Lambert, the Board has nominated Vikram U. Kini for election by our stockholders at the Annual Meeting and has resolved to decrease its size to 12 members, effective immediately before the election of directors at the Annual Meeting. Upon the recommendation of our Nominating Committee, the Board has nominated the 12 individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2026 or until their successors, if any, are elected or appointed. Our Charter and Bylaws provide for the annual election of directors. Each director nominee must be elected by a plurality of the votes cast (i.e., the twelve nominees receiving the highest number of affirmative votes will be elected). The Board has determined that each director nominee, other than Ms. Scanlon, if elected, would be an independent director, as further described below in “Corporate Governance—Director Independence.”
All of the director nominees listed below have consented to being named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board, or alternatively, our Board may leave a vacancy on our Board or reduce the number of directors to be elected at the Annual Meeting. Our Charter and Bylaws do not provide for cumulative voting in the election of directors.
| Name | Position | |
| Jennifer F. Scanlon | Director, President and Chief Executive Officer | |
| James M. Shannon | Director and Chair of the Board | |
| James P. Dollive | Director | |
| Marla C. Gottschalk | Director | |
| Friedrich Hecker | Director | |
| Charles W. Hooper | Director | |
| Kevin J. Kennedy | Director | |
| Vikram U. Kini | Director Nominee | |
| Sally Susman | Director | |
| Michael H. Thaman | Director | |
| Elisabeth Tørstad | Director | |
| George A. Williams | Director | |
Biographical information relating to each of the director nominees is set forth below under “Directors and Management” and incorporated by reference herein.
|
|
The Board unanimously recommends a vote “FOR” the election of each of the director nominees named in this proxy statement.
|
| 6 | 2025 Proxy Statement
|
||
Table of Contents
Directors, Director Nominee and Management
Directors and Director Nominee Biographical Information
The names of our directors and director nominee, certain biographical information about our directors and director nominee, and the experiences, qualifications or skills that the Nominating Committee considered when recommending the directors for nomination, are set forth below. Ages are as of March 26, 2025.
|
James M. Shannon | ||
|
Chair of the Board Age: 72 Board Committees: • None |
Biographical Information: Mr. Shannon has served as a member and chair of our Board since 2012, as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement, since 2009, and as a director of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), where he also currently serves as chair, since November 2021. Mr. Shannon was designated by UL Standards & Engagement as a member of our Board under the Stockholder Agreement. From 2017 to 2019, Mr. Shannon served as President, and from 2016 to 2021, as a member of the Executive Committee, of the International Electrotechnical Commission, a global nonprofit organization that publishes international standards for electrotechnology. From 2002 to 2014, he served as President and CEO of the National Fire Protection Association (“NFPA”), an international nonprofit organization dedicated to eliminating harm and loss due to fire, electrical and related hazards. Prior to joining the NFPA, Mr. Shannon was elected and served as Attorney General of the Commonwealth of Massachusetts from 1987 to 1991 and was elected to the U.S. House of Representatives in 1978, serving three terms in Congress, including as a member of the Ways and Means Committee. Mr. Shannon also served as a member of the board of trustees of the World Peace Foundation from 2000 to 2019. Mr. Shannon earned a B.A. in Political Science from Johns Hopkins University and a J.D. from George Washington University Law School. We believe Mr. Shannon is qualified to serve as a member of our Board because of his extensive experience in the standards industry and his understanding of the related regulatory framework. | |
| 2025 Proxy Statement | 7
| ||
Table of Contents
DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT
|
Francis J. Coyne | ||
|
Director Age: 76 Board Committees: • Audit Committee • HCC Committee
|
Biographical Information: Mr. Coyne has served as a member of our Board since 2012. He previously served as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), from 2009 to 2017. Mr. Coyne has held various management positions at Verisk Analytics, Inc. (formerly Insurance Services Office, Inc.) (“Verisk”), a data analytics and risk assessment firm, including CEO from 2002 to 2013, President and CEO from 2000 to 2002 and President and Chief Operating Officer from 1999 to 2000. He also served as a member of Verisk’s (Nasdaq: VRSK) board of directors from 2002 to 2020, including as Chairman from 2002 to 2013, non-executive Chairman from 2013 to 2016 and the lead director from 2016 to 2019. In addition, Mr. Coyne has held executive positions with Kemper Insurance Companies, Lynn Insurance Group, Reliance Insurance Co. and PMA Insurance Co. Mr. Coyne is currently a member of the board of trustees of Saddle River Day School. Mr. Coyne earned a B.S. in Political Science from the University of Scranton and a J.D. from Duquesne University. We believe Mr. Coyne is qualified to serve as a member of our Board because of his significant experience as a public company executive and as an executive in industries adjacent to ours.
| |
|
James P. Dollive | ||
|
Director Age: 73 Board Committees: • Finance Committee (Chair) • Nominating Committee
|
Biographical Information: Mr. Dollive has served as a member of our Board since 2012 and as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), since 2008. Mr. Dollive was designated by UL Standards & Engagement as a member of our Board under the Stockholder Agreement. From 2009 to 2015, Mr. Dollive served as Executive Vice President and CFO of The Schwan Food Company, a frozen food retailer. Mr. Dollive joined The Schwan Food Company from Kraft Foods Inc., where he worked for 30 years in various management positions, including as Chief Financial Officer from 1999 to 2008. Mr. Dollive earned a B.S. in Electrical Engineering from the New Jersey Institute of Technology, an M.S. in Engineering Systems from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe Mr. Dollive is qualified to serve as a member of our Board because of his experience as the chief financial officer of a public company and his deep understanding of finance and consumer products. | |
| 8 | 2025 Proxy Statement
|
||
Table of Contents
DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT
|
Marla C. Gottschalk | ||
|
Director Age: 64 Board Committees: • Nominating • HCC Committee |
Biographical Information: Ms. Gottschalk has served as a member of our Board since 2012. She previously served as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), from 2009 to 2017. Ms. Gottschalk previously served as the CEO of The Pampered Chef, Ltd. (the “Pampered Chef”), a seller of kitchen and entertaining products, from 2006 to 2013 and as President of the Pampered Chef from 2003 to 2006. Ms. Gottschalk joined the Pampered Chef from Kraft Foods Inc. (“Kraft”), where she worked for 14 years in various management positions, including as Senior Vice President of Financial Planning and Investor Relations and an Executive Vice President and General Manager of the Post Cereal Division. Ms. Gottschalk has served as a member of the boards of directors of US Foods Holding Corp. (NYSE: USFD) since 2022, where she serves as Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee and Executive Committee, and Reynolds Consumer Products Inc. (Nasdaq: REYN) since 2020, where she serves as Chairperson of the Audit Committee, and previously served as a member of the board of directors of Big Lots, Inc. (NYSE: BIG) from 2015 to 2024 and as a member of the board of directors of Potbelly Corporation (Nasdaq: PBPB) from 2009 to 2022. Ms. Gottschalk earned a B.S. in Accounting from Indiana University and an M.M. in Finance from the Kellogg School of Management at Northwestern University. Ms. Gottschalk has also earned a certificate in Cyber Risk & Strategy through the Diligent Institute. We believe Ms. Gottschalk is qualified to serve as a member of our Board because of her extensive experience in operations and strategic management, her leadership experience as a chief executive officer and her significant experience serving on the boards of directors of other public companies.
| |
|
Friedrich Hecker | ||
|
Director Age: 62 Board Committees: • Audit Committee • Finance Committee
|
Biographical Information: Mr. Hecker has served as a member of our Board since 2013. He previously served as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), from 2013 to 2017. Mr. Hecker previously served as CEO of ROSEN Swiss AG (the “ROSEN Group”), an energy sector supplier of specialized diagnostic technology and services, from 2012 to 2015. Mr. Hecker joined the ROSEN Group from TÜV Rheinland AG, a privately held global certification and testing service provider, where he served as CEO and Chief Operating Officer from 2009 to 2011. Prior to his time at TÜV Rheinland AG, Mr. Hecker served as an Executive Vice President and Chief Operating Officer of SGS SA, a multinational TIC company, from 2002 to 2009. Mr. Hecker also served as a Senior Advisor to Cobepa SA, a Belgian investment company, from 2016 to 2020 and is currently a member of the board of directors of the Opus Group AB (publ) since 2006 and Dermagnostix GmbH since May 2023 and Vice President of the Organization for International Economic Relations since 2015. Mr. Hecker earned a degree in Economics from Ludwig Maximilian University of Munich. We believe Mr. Hecker is qualified to serve as a member of our Board because of his extensive experience in the TIC industry.
| |
| 2025 Proxy Statement | 9
| ||
Table of Contents
DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT
|
Charles W. Hooper | ||
|
Director Age: 67 Board Committees: • Audit Committee • Finance Committee
|
Biographical Information: Retired Lieutenant General Charles Hooper has served as a member of our Board since June 2021. Lieutenant General Hooper has served as a Senior Counselor at the Cohen Group, a global business consulting services firm, since October 2020. From 1979 to 2020, Lieutenant General Hooper served in the United States Army. He currently serves as a member of the boards of directors of General Dynamics Corporation (NYSE: GD) since 2023, where he also serves on the Audit Committee and Nominating and Corporate Governance Committee, APA Corporation (Nasdaq: APA) since 2022, where he also serves as Chair of the Cybersecurity Committee and a member of the Management Development and Compensation Committee, Two Six Technologies since 2021 and the National Bureau of Asian Research since 2020. Lieutenant General Hooper earned a B.S. in Asian Studies from the United States Military Academy, an M.P.A. from Harvard University and an M.S. in Strategy from the Army War College. Lieutenant General Hooper has also completed the National Association of Corporate Directors Cyber-Risk Oversight Program, earning the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University, and the Harvard Business School “Leading With Finance” Course, earning a Certificate in Corporate Finance. We believe Lieutenant General Hooper is qualified to serve as a member of our Board because of his significant leadership experience and expertise in navigating complex international matters.
| |
|
Kevin J. Kennedy | ||
|
Director Age: 69 Board Committees: • HCC Committee (Chair) • Audit Committee
|
Biographical Information: Dr. Kennedy has served as a member of our Board since February 2020. From March 2020 to December 2022, he served as CEO of Quanergy Systems, Inc. (“Quanergy”), a sensor technology start-up company. In December 2022, Quanergy filed a voluntary Chapter 11 restructuring plan with the U.S. Bankruptcy Court for the District of Delaware. Before serving as CEO of Quanergy, Dr. Kennedy served as Senior Managing Director of Blue Ridge Partners, a management consulting firm, from 2018 to 2020, and as President, CEO and a member of the board of directors of Avaya Holdings Corp. (“Avaya”) (NYSE: AVYA), a communication software and services company, from 2008 to 2017. In January 2017, Avaya filed a voluntary Chapter 11 restructuring plan with the U.S. Bankruptcy Court for the Southern District of New York. Prior to his time at Avaya, Dr. Kennedy served as CEO of JDS Uniphase Corporation, a provider of optical communication products, from 2003 to 2008. In January 2011, Dr. Kennedy was appointed to the President’s National Security Telecommunications Advisory Committee by President Barack Obama and, in 1987, Dr. Kennedy served as a Congressional Fellow to the U.S. House of Representatives Committee on Science, Space and Technology. Dr. Kennedy currently serves as a member of the boards of directors of KLA Corporation (Nasdaq: KLAC) since 2007, where he serves as Chair of the Audit Committee and a member of the Nominating and Governance Committee, and Digital Realty Trust, Inc. (NYSE: DLR) since 2013, where he serves as Chair of the Talent and Compensation Committee and a member of Nominating and Corporate Governance Committee. Dr. Kennedy earned a B.S. in Engineering from Lehigh University and an M.S., a M.Phil. and a Ph.D. from Rutgers University. Dr. Kennedy has also completed the National Association of Corporate Directors Cyber-Risk Oversight Program, earning the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University. We believe Dr. Kennedy is qualified to serve as a member of our Board because of his expertise in the technology industry, his experience leading public companies and his significant experience serving on public company boards of directors including oversight of spin-offs and extensive merger and acquisition activity.
| |
| 10 | 2025 Proxy Statement
|
||
Table of Contents
DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT
|
Vikram U. Kini | ||
|
Director Nominee Age: 43 |
Biographical Information: Mr. Kini is a director nominee and has not previously been elected by our stockholders. His candidacy was recommended by a third-party search firm. After performing further evaluation of Mr. Kini’s particular experience, qualifications, attributes, and skills, the Nominating Committee recommended his appointment to the Board. Mr. Kini has served as the Senior Vice President and Chief Financial Officer of Ingersoll Rand Inc. (NYSE: IR) (“Ingersoll Rand”), a global provider of mission-critical flow creation products and life science and industrial solutions, since June 2020. He joined Gardner Denver Holdings, Inc. (“Gardner Denver”), which merged with Ingersoll Rand’s Industrials business segment in 2020, as its Director of Financial Planning and Analysis in 2011, has served as Gardner Denver’s Vice President of Investor Relations since 2012, and has held other various finance leadership roles since 2012, including Vice President of Financial Planning and Analysis and Vice President of the Finance, Industrials segment. Prior to joining Gardner Denver, Mr. Kini served in various financial roles with General Electric Company (NYSE: GE), a multinational conglomerate, and SABIC, a multinational chemical manufacturing company. Mr. Kini earned a Business Administration from Boston University. We believe Mr. Kini is qualified to serve as a member of our Board because of his experience as the chief financial officer of a public company and his significant industrial and financial knowledge.
| |
|
Lisa M. Lambert | ||
|
Director Age: 57 Board Committees: • HCC Committee • Nominating Committee |
Biographical Information: Ms. Lambert has served as a member of our Board since June 2021. Ms. Lambert currently serves as Chief Investment Officer of Private Markets for The George Kaiser Family Foundation (“GKFF”). Before joining GKFF, Ms. Lambert served as Chief Technology and Innovation Officer at National Grid plc (“National Grid”), a multinational electricity and gas utility company, from January 2018 to July 2023. She was also Founder and President of National Grid Partners, National Grid’s venture capital and innovation arm. From 2016 to 2018, Ms. Lambert served as a Managing Partner at The Westly Group, a private cleantech venture capital firm. Before that, Ms. Lambert worked at Intel Corporation for 19 years, including serving as Vice President and Managing Director of the Software and Services Group of Intel Capital, Intel’s corporate investment and mergers and acquisitions arm. Ms. Lambert currently serves on the board of directors of Lucid Group, Inc. (Nasdaq: LCID) since June 2024, where she serves on the Audit Committee, and Vital Energy, Inc. (NYSE: VTLE) since August 2020, where she serves on the Compensation Committee and Nominating, Corporate Governance, Environmental and Social Committee, and is the Founder, CEO and Chair of the nonprofit organization UPWARD, Inc. She also served as a member of the board of directors of Cyolo LTD., an access security software company, from June 2022 to June 2023, Pathr.ai, a spatial intelligence technology company, from April 2021 to June 2023, Pixeom, an edge computing company acquired by Siemens, from December 2018 to November 2019 and the National Venture Capital Association from May 2016 to May 2020. Ms. Lambert earned a B.S. in Management Information Systems from Pennsylvania State University and an M.B.A. from Harvard Business School. We believe Ms. Lambert is qualified to serve as a member of our Board because of her significant corporate leadership experience and extensive technology and financial knowledge.
| |
| 2025 Proxy Statement | 11
| ||
Table of Contents
DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT
|
Jennifer F. Scanlon | ||
|
Director, President and Chief Executive Officer Age: 58 Board Committees: • None
|
Biographical Information: Ms. Scanlon has served as our President and CEO and as a member of our Board since September 2019. Prior to joining UL Solutions, Ms. Scanlon spent 16 years at USG Corporation (“USG”), a then publicly-traded manufacturer of building products, most recently as President and CEO from November 2016 to April 2019, where she was responsible for leading USG through a major international expansion, digital transformation and sustainable products evolution. Ms. Scanlon currently serves as chair of the board of directors of the Commercial Club of Chicago since 2020 and a member of the boards of directors of the Chicago Council on Global Affairs since 2012, the Federal Reserve Bank of Chicago since 2022 and the University of Notre Dame since 2020. Ms. Scanlon is also the Secretary Treasurer of the board of the US-China Business Council and Vice President of the Global Board for the TIC Council. She previously served as a member of the board of directors of USG (NYSE: USG) from September 2016 to April 2019 and Norfolk Southern Corporation (NYSE: NSC) from January 2018 to May 2024. Ms. Scanlon earned a B.A. in Government and International Relations and Computer Applications from the University of Notre Dame and an M.B.A. from the University of Chicago Booth School of Business. We believe Ms. Scanlon is qualified to serve as a member of our Board because of her demonstrated commitment to science and extensive experience as a corporate leader in industrial companies.
| |
|
Sally Susman | ||
|
Director Age: 63 Board Committees: • HCC Committee • Nominating Committee |
Biographical Information: Ms. Susman has served as a member of our Board since May 2022. She currently serves as the Executive Vice President and Chief Corporate Affairs Officer for Pfizer Inc. (“Pfizer”) (NYSE: PFE), a multinational pharmaceutical and biotechnology company, and, before that, she served as Pfizer’s Executive Vice President of Corporate Affairs (formerly Policy, External Affairs and Communications) from 2010 to 2018. Before joining Pfizer in 2007, Ms. Susman served as the Chief Communications Officer of the Estée Lauder Companies Inc. (NYSE: EL), a manufacturer and marketer of skincare, makeup, fragrance and hair care products, from 1999 to 2007. From 1990 to 1996, Ms. Susman served as Executive Vice President of Global Communications for the American Express Company (NYSE: AXP). Ms. Susman is currently a member of the board of directors of the International Rescue Committee, a global humanitarian aid, relief and development nonprofit organization since 2012, and is also a member of the Council on Foreign Relations. Previously, she served on the board of directors of WPP plc (NYSE: WPP), an advertising and marketing company based in the United Kingdom. She earned a B.A. in Government from Connecticut College. We believe Ms. Susman is qualified to serve as a member of our Board because of her significant leadership experience and expertise in communications and public affairs.
| |
| 12 | 2025 Proxy Statement
|
||
Table of Contents
DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT
|
Michael H. Thaman | ||
|
Director Age: 61 Board Committees: • Audit Committee (Chair) • Finance Committee
|
Biographical Information: Mr. Thaman has served as a member of our Board since June 2021. Mr. Thaman served as CEO of UBQ Materials, a cleantech company focused on converting solid waste into sustainable raw material, from March 2020 to December 2020. Previously, Mr. Thaman served as CEO of Owens Corning Inc. (NYSE: OC) (“Owens Corning”), a developer, manufacturer and marketer of building products and industrial materials, from 2007 to 2020, as Chief Financial Officer from 2000 to 2007 and as a member and chair of Owens Corning’s board of directors from 2002 to 2020. Mr. Thaman currently serves as a member of the boards of directors of L’Air Liquide S.A. (OTC: AIQUY) since 2023, The Sherwin-Williams Company (NYSE: SHW) since 2017, where he serves on the Audit Committee, Kohler Co. and AeroSeal, Inc. Mr. Thaman earned a B.S. in Electrical Engineering and Computer Science from Princeton University. We believe he is qualified to serve as a member of our Board because of his significant experience as an executive at a large multinational public company.
| |
|
Elisabeth Tørstad | ||
|
Director Age: 59 Board Committees: • Finance Committee • Nominating Committee |
Biographical Information: Ms. Tørstad has served as a member of our Board since November 2023 and as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), since 2020, where she currently serves as chair of its governance and compensation committee. Ms. Tørstad was designated by UL Standards & Engagement as a member of our Board under the Stockholder Agreement. Ms. Tørstad previously served as CEO of Asplan Viak AS, a professional services firm in the architecture, property development and public infrastructure sectors, from 2019 to 2024. She joined Asplan Viak AS from the DNV Group, a classification society and consulting organization, where she served in various positions, including as CEO of DNV GL Digital Solutions from 2018 to 2019, CEO of DNV GL—Oil & Gas from 2014 to 2017, CEO of DNV Americas and Sub-Saharan Africa from 2010 to 2013 and Director of Operations of DNV Cleaner Energy and Utilities from 2006 to 2010. She currently serves as a member of the boards of directors of Henie Onstad Art Foundation since 2024, the Norwegian Geotechnical Institute and Torvald Klaveness since 2023 and Aker Solutions ASA (Nasdaq: AKRTF) since 2022, where she serves on the Renumeration Committee, and as the deputy chair of the governing board of Peace Research Institutes Oslo since 2019. Ms. Tørstad previously served on the boards of directors of Hexagon Composites ASA (Nasdaq: HXGCF), from 2017 to 2020, and Digital Norway, from 2017 to 2019. Ms. Tørstad earned a B.S. in Civil Engineering from the Oslo School of Engineering, subsidiary degrees in Business Administration from the Norwegian School of Management and Organizational Psychology from the University of Bergen and an M.S. in Structural Physics from the University of Oslo. We believe Ms. Tørstad is qualified to serve as a member of our Board because of her significant scientific and technical knowledge.
| |
| 2025 Proxy Statement | 13
| ||
Table of Contents
DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT
|
George A. Williams | ||
|
Director Age: 63 Board Committees: • HCC Committee • Nominating Committee |
Biographical Information: Mr. Williams has served as a member of our Board since November 2023 and previously served as a member of our Board from 2012 to 2018. Since 2008, he has also served as a member of the board of trustees of UL Research Institutes, the sole member of UL Standards & Engagement (the sole holder of our outstanding Class B common stock), where he currently serves as chair of the board of trustees. Mr. Williams was designated by UL Standards & Engagement as a member of our Board under the Stockholder Agreement. Mr. Williams currently serves as a consultant of PMI Energy Solutions, LLC (“PMI”), an electrical construction, maintenance and technical services contracting company, since December 2023, and served as President and CEO of PMI from March 2011 to November 2023. Before that, Mr. Williams served as Chief Operating Officer of El Paso Electric Company, a public utility company, Senior Vice President of Operations for Commonwealth Edison Company, an energy provider, and Site Vice President for Grand Gulf Nuclear Station, Entergy Nuclear South. He has also held various executive and senior operational positions with PPL Susquehanna, LLC, Progress Energy Inc. and PECO Energy Company. Mr. Williams currently serves on the boards of directors of Badger Infrastructure Solutions Ltd. (TSX:BDGI) since January 2025, where he serves on the Nominating & Governance Committee and Sustainability, Health & Safety Committee, and Capital Power Corporation (OTC: CPXWF) since May 2024, where he serves as a member of the People, Culture & Governance Committee and Health, Safety & Environment Committee. He also served as vice president of the board of directors of the Middle States Electrical Contractors Association from 2022 to 2024, on the boards of directors of PMI from 2011 to 2023, The Will Group from 2021 to 2023, the Illinois Black Chamber of Commerce from 2011 to 2022 and the Quad County Urban League from 2015 to 2019. Mr. Williams earned a B.S. in Electrical Engineering from Widener University and an M.B.A. from Saint Joseph’s University. We believe Mr. Williams is qualified to serve as a member of our Board because of his extensive experience in the energy and utility industries and his corporate leadership experience.
| |
| 14 | 2025 Proxy Statement
|
||
Table of Contents
DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT
Executive Officer Biographical Information
The names and certain biographical information about our executive officers are set forth below (other than Ms. Scanlon, whose information is set forth above under “— Directors and Director Nominee Biographical Information”). Ages are as of March 26, 2025.
|
|
Jennifer F. Scanlon
Director, President and Chief Executive Officer Age: 58
Biographical information for Jennifer F. Scanlon is included above with the director biographies under the caption “Directors and Director Nominee Biographical Information.” | |
|
|
Linda S. Chapin
Executive Vice President and Chief Human Resources Officer Age: 66
Ms. Chapin has served as an Executive Vice President and our Chief Human Resources Officer since May 2020. Prior to joining UL Solutions, Ms. Chapin served as the Vice President of Human Resources at Johnson Controls International plc (“Johnson Controls”), a multi-industrial products manufacturer and service provider, from July 2011 to October 2018, where she was responsible for leading a global team of human resource professionals and developing the human resources integration program for the merger of Johnson Controls and Tyco International. Between her time at Johnson Controls and UL Solutions, Ms. Chapin worked as a freelance consultant. Ms. Chapin currently serves on the Chicago Executive Club Board of Advisors and the Chief Human Resources Officer Council II for The Conference Board. She earned a B.S.W. in Social Work from Southern Illinois University.
| |
|
|
Alex G. Dadakis
Executive Vice President, Chief Business Operations and Innovation Officer Age: 38
Mr. Dadakis has served as the Company’s Executive Vice President, Chief Business Operations and Innovation Officer since January 2025. Mr. Dadakis was most recently the Senior Vice President and Global Head of Strategy and Corporate Development at Germany-based Knauf Group, Gebr KG, a manufacturer of building materials and construction systems, from January 2023 to January 2025, where he was responsible for overseeing mergers and acquisitions, strategic planning and global strategy rollouts. Prior to the Knauf Group, Mr. Dadakis served in multiple roles at USG Corporation, a manufacturer of building materials, from January 2017 to January 2023, most recently as Senior Vice President and Chief Customer Experience and Strategy Officer from January 2021 to January 2023, where he was responsible for overseeing sales and customer service operations, as well as pricing strategy and implementation. Mr. Dadakis was an associate partner at management consulting firm Bain & Company before joining USG. Mr. Dadakis earned a B.A. in Economics from Wake Forest University and an M.B.A. from University of Chicago Booth School of Business.
|
| 2025 Proxy Statement | 15
| ||
Table of Contents
DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT
|
|
John A. Genovesi
Executive Vice President and President, Software and Advisory Age: 61
Mr. Genovesi has served as an Executive Vice President and our President of Software and Advisory since July 2022. Prior to joining UL Solutions, Mr. Genovesi served as Chief Operating Officer of Adapdix, an autonomous manufacturing software company, from May 2021 to July 2022, where he was responsible for running business operations and managing the company finances. Prior to Adapdix, Mr. Genovesi spent 32 years at Rockwell Automation (NYSE: ROK), an industrial automation and information software company, serving in a number of different positions from 1989 to 2021, most recently as Senior Vice President of Enterprise and Software, where he was responsible for scaling the company’s Industry 4.0 software portfolio globally. Mr. Genovesi currently serves on the board of directors of the Grenzebach Group. Mr. Genovesi earned a B.S. in Electrical Engineering from Youngstown State University and an M.B.A. from Case Western Reserve University.
| |
|
|
Lynn H. Hancock
Executive Vice President and Chief Transformation Officer Age: 59
Ms. Hancock has served as an Executive Vice President and our Chief Transformation Officer since December 2019. Prior to joining UL Solutions, Ms. Hancock spent 15 years at USG Corporation, most recently as Vice President of Advanced Manufacturing, where she was responsible for the design and execution of programming to improve effectiveness and efficiency, implementing new technologies and advancing the workforce. Ms. Hancock earned a B.S.E. in Electrical Engineering and Computer Science from Princeton University and an M.E.M. from Northwestern University.
| |
|
|
Ryan D. Robinson
Executive Vice President and Chief Financial Officer Age: 59
Mr. Robinson has served as an Executive Vice President and our Chief Financial Officer since May 2017. Prior to joining UL Solutions, Mr. Robinson served as the Chief Financial Officer and Chief Administrative Officer of Sears Hometown and Outlet Stores Inc., a consumer products retailer from 2014 to 2017. He also served as the Chief Financial Officer of Best Buy Co., Inc.’s (“Best Buy”) domestic segment from 2007 to 2012, and as Treasurer of Best Buy from 2002 to 2007, with responsibilities covering corporate development, treasury, tax and new business finance. Mr. Robinson currently serves on the boards of directors of a number of our subsidiaries. He earned a B.B.A. in Finance and Marketing from the University of Notre Dame and an M.M. from Northwestern University.
|
| 16 | 2025 Proxy Statement
|
||
Table of Contents
DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT
|
|
Gitte Schjøtz
Executive Vice President and Chief Operations and Sustainability Officer Age: 54
Ms. Schjøtz joined UL Solutions in 1996 as part of UL Solutions’ first company acquisition, after having joined Demko A/S in 1993. Ms. Schjøtz has served as an Executive Vice President and our Chief Operations and Sustainability Officer (formerly Chief Science and Operations Officer and Chief Technical and Operations Officer) since January 2021, after having served in a number of different positions including as President of our Retail and Industry business segment from August 2018 to December 2020, President of our Software segment from 2017 to 2018, President of our EMEA, Latin America and Greater Asia regions from 2016 to 2017, President of our Europe, Middle East, Africa and Latin America regions from 2011 to 2016, Senior Vice President of Global Standards and Certification Program Office (CPO) from 2006 to 2014 and Vice President of International Certification (Global Market Access) from 2003 to 2006. Ms. Schjøtz currently serves as a member of the board of directors of OnRobot A/S, Amcham Denmark and a number of our subsidiaries. She earned a B.S. in Business Administration & Finance and an M.Sc. in Finance, Strategic Marketing and Corporate Strategy from the Copenhagen Business School. Ms. Schjøtz has also earned a certificate in Artificial Intelligence for Business Strategy from the MIT Sloan School of Management and Strategy.
| |
|
|
Alberto Uggetti
Executive Vice President and Chief Commercial Officer Age: 53
Mr. Uggetti has served as an Executive Vice President and our Chief Commercial Officer since July 2023, after having served in a number of different positions including as Senior Vice President of Global and Strategic Accounts from 2020 to 2023, Vice President and General Manager of Environment and Sustainability globally from 2019 to 2020, Vice President and General Manager of Global Environment from 2015 to 2019, Vice President and General Manager of Global Furniture from 2013 to 2015 and Vice President and General Manager of Lighting, Appliances, HVAC Industry globally from 2011 to 2013. Mr. Uggetti has earned certificates in Artificial Intelligence: Implication for Business Strategy from the MIT Sloan School of Management and Strategy, Execution and Implementation from the American Management Association and completed the UL Executive Leadership Program at Yale School of Management and the Global Leader Program at Northwestern University School of Continuing Studies.
| |
|
|
Weifang Zhou
Executive Vice President and President, Testing, Inspection and Certification Age: 60
Mr. Zhou joined UL Solutions in September 2009 and has served as an Executive Vice President and our President of Testing, Inspection and Certification since January 2021, after having served as President of various UL Solutions business units from 2015 to 2020, Senior Vice President and Chief Commercial Officer, Chief Strategy and Marketing Officer from 2012 to 2015 and Vice President of the Greater China region from 2009 to 2012. Prior to joining UL Solutions in 2009, Mr. Zhou spent 13 years at General Electric Company, including as CEO and President of GE Water and Process Technologies’ Greater China region from 2006 to 2009. Mr. Zhou earned a B.S. in Hydro Power from Hohai University and an M.B.A. from City University.
|
| 2025 Proxy Statement | 17
| ||
Table of Contents
Corporate Governance
Board Leadership
James M. Shannon is our Chair of the Board and has served in that role since 2012. Our Board has decided to maintain separate, independent, non-executive chair and CEO roles to allow our CEO to focus on the execution of our business strategy, growth and development, while allowing the independent, non-executive chair to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. In addition, we believe that having an independent chair creates an environment that is more conducive to the Board’s objective evaluation and oversight of management’s performance, increasing management accountability, and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders, including with respect to evaluating whether steps management is taking to manage risks are appropriate for the Company. Mr. Shannon’s responsibility is to ensure that our Board functions properly and to work with our CEO to set the Board’s agenda. Accordingly, he has substantial ability to shape the work of the Board. We expect him to facilitate communications among our directors and between the Board and senior management. While Mr. Shannon provides independent leadership, he also works closely with our CEO to ensure that our directors receive the information that they need to perform their responsibilities, including discussing and providing critical review of the matters that come before the Board and assessing management’s performance. While our Bylaws and Corporate Governance Guidelines do not require that our non-executive chair and CEO positions be separate, the Board believes that having separate positions is the appropriate leadership structure for the Company and enhances the Board’s ability to effectively carry out its roles and responsibilities on behalf of our stockholders at this time.
Controlled Company Status
We are a “controlled company” under the rules of the NYSE. The rules of the NYSE define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. As of March 26, 2025, UL Standards & Engagement beneficially owns approximately 95.7% of the voting power of our outstanding common stock. As a controlled company, we qualify for exemptions from certain corporate governance requirements under the NYSE rules. While we do not currently intend to take advantage of any of these exemptions, for so long as we remain a controlled company, we may at any time and from time to time utilize any or all of such exemptions. If we cease to be a controlled company and our Class A common stock continues to be listed on the NYSE, we will be required to comply with these requirements by the date our status as a controlled company changes or within specified transition periods applicable to certain provisions, as the case may be.
Certain Rights of UL Standards & Engagement
Our Charter provides that, from and after the Sunset Date (defined below), our Board will be comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.
Our Charter and the Stockholder Agreement provide that UL Standards & Engagement is entitled to designate individuals as nominees for election to our Board as follows:
| • | until the Sunset Date, four individuals; |
| • | after the Sunset Date, if UL Standards & Engagement beneficially owns at least 20% of the voting power of our then-outstanding voting stock, two individuals; and |
| • | after the Sunset Date, if UL Standards & Engagement beneficially owns at least 10% but less than 20% of the voting power of our then-outstanding voting stock, one individual. |
| 18 | 2025 Proxy Statement
|
||
Table of Contents
CORPORATE GOVERNANCE
As used herein, the “Sunset Date” means the earlier of 5:00 p.m. New York City time on (1) April 16, 2031 and (2) the date on which the number of outstanding shares of Class B common stock held by UL Standards & Engagement and certain permitted transferees represents less than 35% of the shares of Class B common stock that UL Standards & Engagement held immediately following the initial public offering.
James M. Shannon, James P. Dollive, Elisabeth Tørstad and George A. Williams currently serve on our Board as designees of UL Standards & Engagement. So long as UL Standards & Engagement is entitled to designate at least one individual for nomination to our Board, UL Standards & Engagement will also be entitled to certain board observer rights, as described in the Stockholder Agreement.
Our Charter and the Stockholder Agreement also provide that, so long as UL Standards & Engagement is entitled to designate at least two individuals for nomination to our Board, each of our committees will include at least one director designated by UL Standards & Engagement (subject to any applicable requirements under securities laws and stock exchange rules). Furthermore, if UL Standards & Engagement is entitled to designate only one individual for nomination to our Board, such individual may serve on up to two committees, each such committee to be at UL Standards & Engagement’s choosing.
For additional information on the Stockholder Agreement, see “Certain Relationships and Related Party Transactions — Stockholder Agreement with UL Standards & Engagement” below.
Board’s Role in Risk Oversight
One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its four standing committees, the Audit Committee, the Human Capital and Compensation Committee (“HCC Committee”), the Nominating Committee and the Finance Committee, each of which addresses risks specific to its respective areas of oversight. In particular, as more fully described below, our Audit Committee has the responsibility to consider and discuss our major financial, accounting and operational risk exposures and to review and evaluate the Company’s policies and practices with respect to risk assessment and risk management. Further, our Audit Committee oversees our enterprise risk management process, which regularly identifies, assesses, and mitigates enterprise and emerging risks including cybersecurity and related risks. The Board receives semi-annual reports from management on our cybersecurity risks and our cyber risk management program. See “Item 1C. Cybersecurity” of our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our HCC Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk taking. Our Nominating Committee provides oversight with respect to governance, environmental and corporate responsibility-related risks and monitors the effectiveness of our Corporate Governance Guidelines and Standards of Business Conduct, including whether such policies are successful in preventing illegal or improper liability-creating conduct. Our Finance Committee provides oversight with respect to the plans, policies and significant actions relating to our capital structure and financial resources.
Director Independence
Our Corporate Governance Guidelines and the charters of our committees provide that a majority of the members of the Board, and each member of the Audit Committee, HCC Committee and Nominating Committee, must meet the criteria for independence set forth under applicable law and NYSE listing standards. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In addition to considering the NYSE independence criteria, the Board will consider all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director.
The Board, following consultation with the Nominating Committee, has affirmatively determined that Mr. Shannon, Mr. Coyne, Mr. Dollive, Ms. Gottschalk, Mr. Hecker, Lieutenant General Hooper, Dr. Kennedy, Mr. Kini, Ms. Lambert, Ms. Susman, Mr. Thaman, Ms. Tørstad and Mr. Williams each qualify as an “independent director,” as defined under the rules of the NYSE.
| 2025 Proxy Statement | 19
| ||
Table of Contents
CORPORATE GOVERNANCE
Board Meetings
In 2024, our Board held 12 meetings. In addition to our Board meetings, our directors attend meetings of committees established by our Board. Each of our directors attended at least 75% of the meetings of our Board and the committees on which he or she served during 2024 that were held when he or she was a director. Our directors are encouraged to attend all annual and special meetings of our stockholders.
In accordance with our Corporate Governance Guidelines and the listing standards of the NYSE, our independent, non-employee directors meet regularly in executive sessions of the Board without management present. Mr. Shannon, the Chair of the Board, presides over these executive sessions. Additionally, for so long as UL Standards & Engagement has the right to designate at least one person for election to the Board under the Stockholder Agreement, the directors that were not designated by UL Standards & Engagement will meet in executive session without management or directors designated for election by UL Standards & Engagement present. Ms. Gottschalk, the Chair of the Nominating Committee, presides over these executive sessions.
Board Committees
Our Board has four committees: the Audit Committee, the HCC Committee, the Nominating Committee and Finance Committee, each of which meets the NYSE independence standards and other governance requirements for such a committee. The principal functions of each committee are briefly described below.
Additionally, our Board may from time to time establish other committees to facilitate the Board’s oversight of management of the business and affairs of our company. The charters of the Audit Committee, the HCC Committee, the Nominating Committee and the Finance Committee are available on our website at https://ir.ul.com/leadership-and-governance/governance-documents. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement.
| Board Committees | ||||||||||||
| Name(1) | Director Since | Independent | Audit | HCC | Nominating | Finance | ||||||
| Francis J. Coyne(2) | 2012 | |||||||||||
| James P. Dollive | 2012 | « | ||||||||||
| Marla C. Gottschalk | 2012 | « | ||||||||||
| Friedrich Hecker | 2013 | |||||||||||
| Charles W. Hooper | 2021 | |||||||||||
| Kevin J. Kennedy | 2020 | « | ||||||||||
| Lisa M. Lambert(2) | 2021 | |||||||||||
| Jennifer F. Scanlon | 2019 | |||||||||||
| James M. Shannon | 2012 | |||||||||||
| Sally Susman | 2022 | |||||||||||
| Michael H. Thaman | 2021 | « | ||||||||||
| Elisabeth Tørstad | 2023 | |||||||||||
| George A. Williams | 2023 | |||||||||||
« = Chair of Committee = Member of Committee
| (1) | Mr. Kini is not included in the table above, as he currently does not serve on the Board. Subject to his election by our stockholders at the Annual Meeting, Mr. Kini is expected to join the Audit Committee and the Finance Committee, effective following the Annual Meeting. |
| (2) | As discussed above, Mr. Coyne and Ms. Lambert will not stand for election at the Annual Meeting. |
| 20 | 2025 Proxy Statement
|
||
Table of Contents
CORPORATE GOVERNANCE
| Audit Committee | Committee Chair Michael H. Thaman |
Committee Members Francis J. Coyne Friedrich Hecker Charles W. Hooper Kevin J. Kennedy |
Meetings in 2024: 7 | |||
The Audit Committee charter defines the Audit Committee’s principal functions, including oversight related to:
| • | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; |
| • | discussing with our independent registered public accounting firm their independence from management; |
| • | approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
| • | discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC; |
| • | overseeing our internal audit function; |
| • | overseeing our compliance with legal and regulatory requirements; |
| • | reviewing and evaluating our policies and practices with respect to risk assessment and risk management; |
| • | reviewing related person transactions; |
| • | reviewing and discussing management, our internal auditors, if applicable, and our independent registered public accounting firm the adequacy and effectiveness of our internal controls and our disclosure controls and procedures; |
| • | setting clear hiring policies for employees or former employees of our independent registered public accounting firm; |
| • | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; |
| • | considering and reviewing with management, our independent registered public accounting firm, outside counsel, as appropriate, and any special counsel, separate accounting firm or other consultants and advisors as the Audit Committee deems appropriate, any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding our financial statements or accounting policies as well as any other legal matters that have been brought to the Audit Committee’s attention and that could have a significant impact on our financial statements; and |
| • | reviewing and discussing with our Chief Legal Officer our compliance with U.S., state or other applicable law. |
Our Audit Committee currently consists of Mr. Thaman, Mr. Coyne, Mr. Hecker, Lieutenant General Hooper and Dr. Kennedy, with Mr. Thaman serving as chair. Following the Annual Meeting, we expect our Audit Committee to consist of Mr. Thaman, Mr. Hecker, Lieutenant General Hooper, Mr. Kini and Dr. Kennedy, with Mr. Thaman serving as chair. Our Board has affirmatively determined that all directors serving on the Audit Committee and Mr. Kini meet the definition of “independent director” based on the standards of the NYSE, and satisfy the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, our Board has determined that each member of our Audit Committee and Mr. Kini meets the financial literacy requirements of the NYSE listing standards and that Mr. Thaman, Mr. Coyne, Dr. Kennedy and Mr. Kini each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.
| 2025 Proxy Statement | 21
| ||
Table of Contents
CORPORATE GOVERNANCE
| Human Capital and Compensation Committee | Committee Chair Kevin J. Kennedy |
Committee Members Francis J. Coyne Marla C. Gottschalk Lisa M. Lambert Sally Susman George A. Williams |
Meetings in 2024: 6 | |||
The HCC Committee charter defines the HCC Committee’s principal functions, including oversight related to:
| • | overseeing our human capital management programs and policies and the development, implementation and effectiveness of our policies and strategies regarding diversity, equity and inclusion; |
| • | overseeing our non-employee director compensation program; |
| • | reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving (either alone, or if directed by the Board, in connection with a majority of the independent members of the Board) the compensation of our CEO; |
| • | reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officers; |
| • | reviewing and discussing with management our Compensation Discussion and Analysis (“CD&A”) and making recommendations to our Board that our CD&A be included in the appropriate filing; |
| • | reviewing and approving our incentive compensation arrangements, and reviewing and approving, or making recommendations to our Board to review and approve, the adoption of equity-based plans and arrangements, and the revision, amendment or modification of such plans; |
| • | appointing and overseeing any compensation consultants; |
| • | periodically reviewing our stock ownership guidelines for directors and making recommendations to our Board; and |
| • | supporting our risk assessment and risk management by overseeing those risks which may be delegated to it from time to time to oversee. |
Our HCC Committee currently consists of Dr. Kennedy, Mr. Coyne, Ms. Gottschalk, Ms. Lambert, Ms. Susman and Mr. Williams, with Dr. Kennedy serving as chair. Following the Annual Meeting, we expect our HCC Committee to consist of Dr. Kennedy, Ms. Gottschalk, Ms. Susman and Mr. Williams, with Dr. Kennedy serving as chair. Our Board has affirmatively determined that all directors who serve on the HCC Committee are independent under applicable NYSE rules and that each member of our HCC Committee meets the definition of a “non-employee director” for the purposes of serving on our HCC Committee under the Exchange Act.
| 22 | 2025 Proxy Statement
|
||
Table of Contents
CORPORATE GOVERNANCE
| Nominating Committee | Committee Chair Marla C. Gottschalk |
Committee Members James P. Dollive Lisa M. Lambert Sally Susman Elisabeth Tørstad George A. Williams |
Meetings in 2024: 4 | |||
The Nominating Committee charter defines the Nominating Committee’s principal functions, including oversight related to:
| • | identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board; |
| • | recommending to our Board the nominees for election to our Board at annual meetings of our stockholders; |
| • | reviewing the criteria in recommending directors and by our Board in nominating directors as set forth in our Corporate Governance Guidelines; |
| • | overseeing an annual evaluation of the effectiveness of our Board and its committees and evaluation of our senior management in its discretion; |
| • | developing and recommending to our Board a set of corporate governance guidelines; |
| • | reviewing potential conflicts of interest with respect to directors and executive officers, and approving or disapproving the transaction or relationship; |
| • | recommending to our Board governance matters, including, but not limited to, our Charter, Bylaws, the charters of Board committees and intercompany governance matters; and |
| • | supporting our risk assessment and risk management by overseeing those risks which may be delegated to it from time to oversee, which currently include environmental and corporate responsibility matters. |
Our Nominating Committee currently consists of Ms. Gottschalk, Mr. Dollive, Ms. Lambert, Ms. Susman, Ms. Tørstad and Mr. Williams, with Ms. Gottschalk serving as chair. Following the Annual Meeting, we expect our Nominating Committee to consist of Ms. Gottschalk, Mr. Dollive, Ms. Susman, Ms. Tørstad and Mr. Williams, with Ms. Gottschalk serving as chair. Our Board has affirmatively determined that all directors who serve on the Nominating Committee are independent under NYSE listing standards.
| Finance Committee | Committee Chair James P. Dollive |
Committee Members Friedrich Hecker Charles W. Hooper Michael H. Thaman Elisabeth Tørstad |
Meetings in 2024: 5 | |||
The Finance Committee charter defines the Finance Committee’s principal functions, including oversight related to:
| • | reviewing and overseeing, and making recommendations to our Board regarding, our plans, policies and significant actions relating to our capital structure and financial resources, including, as needed: |
| • | our budgeting and forecasting; |
| • | changes to our capital structure and capital expenditures, including debt financing and stock issuances or repurchases; |
| • | capital expenditure funding requests and post-completion review of capital expenditure funding requests and acquisitions; |
| • | our policies regarding tax and other financial planning; |
| • | our financial risk policies, corporate investment policies and portfolio management; |
| • | our commercial insurance program; |
| 2025 Proxy Statement | 23
| ||
Table of Contents
CORPORATE GOVERNANCE
| • | our pension plan funding; |
| • | our treasury operations, including dividend policies, financial derivatives and hedging activities; and |
| • | supporting our risk assessment and risk management by overseeing those risks which may be delegated to it from time to time to oversee. |
Our Finance Committee currently consists of Mr. Dollive, Mr. Hecker, Lieutenant General Hooper, Mr. Thaman and Ms. Tørstad, with Mr. Dollive serving as chair. Following the Annual Meeting, we expect our Finance Committee to consist of Mr. Dollive, Mr. Hecker, Lieutenant General Hooper, Mr. Kini, Mr. Thaman and Ms. Tørstad, with Mr. Dollive serving as chair.
Board and Committee Self-Evaluations
Each year our Board undertakes a self-evaluation process to critically evaluate its performance and effectiveness. Additionally, each committee conducts a self-evaluation to monitor its performance and effectiveness. The process is coordinated by the Nominating Committee. Board members are asked to provide commentary regarding a variety of topics, including the following: overall Board performance, including oversight of strategy, challenges and opportunities; Board culture, effectiveness and accountability; Board composition and committee structure and performance; Board meeting logistics and materials, including access to management, external resources and experts; risk oversight; and succession planning. In addition, committee members are also asked to provide commentary regarding, among other things, their respective committee’s effectiveness in addressing matters delegated to it in its charter; committee composition and committee meeting logistics and materials. The results of the evaluations are aggregated and summarized and discussed at Board and committee meetings. As part of the review of the results of the evaluations for 2024, the Board concluded that the Board and its committees are operating effectively.
In addition to the formal annual assessments, the Board evaluates and modifies its oversight of the Company’s operations on an ongoing basis. During their regular meetings, independent directors consider agenda topics that they believe deserve additional focus and raise new topics to be discussed at future meetings.
Standards of Business Conduct
We have adopted Standards of Business Conduct, which are applicable to all of our directors, officers, employees and third parties who work as our agents, contractors, subcontractors or intermediaries, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Standards of Business Conduct provide a framework for sound ethical business decisions and set forth our expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets and business ethics. The Standards of Business Conduct is available on our website at https://ir.ul.com. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement. If we ever were to amend or waive any provision of our Standards of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K. In the case of a waiver for an executive officer or a director, the disclosure required under applicable NYSE listing standards also will be made available on our website.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our HCC Committee. None of the members of our HCC Committee is, or has ever been, an officer or employee of the Company.
| 24 | 2025 Proxy Statement
|
||
Table of Contents
CORPORATE GOVERNANCE
Communications to the Board
Stockholders and other interested parties can contact the Board (including the Chair of the Board and non-employee directors) through written communication sent to UL Solutions Inc., 333 Pfingsten Road, Northbrook, Illinois 60062, Attention: Corporate Secretary. Our Corporate Secretary reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that is directed to the Board or that, in the opinion of the Corporate Secretary, deals with the functions of the Board or Board committees or that the Corporate Secretary otherwise determines requires the Board’s or any Board committee’s attention. Concerns relating to accounting, internal accounting controls or auditing matters are immediately brought to the attention of our internal audit function and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which stockholders may communicate with the Board. Any such changes will be reflected in our Corporate Governance Guidelines, which are posted on our website at https://ir.ul.com. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement.
| 2025 Proxy Statement | 25
| ||
Table of Contents
26 | 2025 Proxy Statement |
| |
Table of Contents
Environmental, Social and Governance (“ESG”) and Sustainability
Sustainability is a fundamental component of UL Solutions and helps guide our overall business strategy and ambition to serve as our customers’ most trusted science-based safety, security and sustainability partner. We believe our solutions, global reach and safety science expertise uniquely position us to have a profound and positive impact on the world. Specifically, we work for a safer world. Our corporate sustainability journey is centered on positively impacting our planet, people and prosperity through environmental and social sustainability initiatives, as well as our global TIC and S&A services.
ESG and Sustainability Strategy
Our sustainability strategy aims to reduce adverse environmental impacts from our global operations, provide a safe and inclusive environment and engage on sustainable strategies, innovations and practices with our customers and stakeholders. In 2018 and 2021, we conducted impact materiality assessments to identify the sustainability topics we believe we can most affect. These impact materiality assessments used a definition of materiality that differs from, and in certain respects, is broader than the U.S. federal securities law definition of materiality. We seek to align our strategy with the United Nations’ Sustainable Development Goals (“SDGs”). In addition, we are a committed participant of the United Nations Global Compact. As a result of these assessments, we have prioritized three primary SDGs — No. 11, No. 3, and No. 12, of which our efforts are described below, centered around three areas of positive impact: Planet, People and Prosperity:
| Our “Planet” actions are focused on our own consumption of resources and environmental footprint, while our services and offerings (our handprint) enable our customers to reduce waste, employ sustainable business practices, explore circularity, achieve supply chain transparency and adopt the safe proliferation of renewable energy. In 2024, the Science-Based Targets initiative (“SBTi”) approved UL Solutions’ near-term science-based GHG emissions reduction targets. Reducing our environmental footprint while proliferating our sustainability handprint are efforts aligned to SDG No. 11: “Make cities and human settlements inclusive, safe, resilient and sustainable.” | ||
| Our “People” actions are focused on prioritizing employee education and development, celebrating our differences and unique perspectives, fostering safe and inclusive working places, and supporting the communities where we live and work through employee volunteerism and our strategic philanthropic partnerships through which we may contribute pro bono services or other donations. We emphasize human capital development and training and support multiple councils and business resource groups representative of our employees’ interests that are open to all. These, along with other initiatives, products and services, are aligned to SDG No. 3: “Ensure healthy lives and promote well-being for all at all ages.” | ||
| Our “Prosperity” actions are linked to our founding legacy to “do something for humanity” by elevating the safety, security and sustainability of people’s lives as a valued service to society. To reach these aims, we provide customers with essential service products and resources and assist companies with regulatory and reporting tools for their own materials, sourcing and supply chain management. These practices align with SDG No. 12: “Ensure sustainable consumption and production patterns.” | ||
| 2025 Proxy Statement | 27
| ||
Table of Contents
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
ESG and Sustainability Governance
As outlined in its charter, the Nominating Committee is tasked with overseeing environmental and corporate responsibility matters and risks for the Company. Additionally, in order to establish, monitor and meet our ESG and sustainability goals, we have enlisted dedicated personnel throughout our organization to facilitate and execute our sustainability strategy. Our Chief Operations and Sustainability Officer (COSO), with the support of our cross-functional ESG Steering Committee, oversees UL Solutions’ corporate sustainability strategy, commitments and ESG reporting. Reporting to the COSO, our corporate sustainability team drives sustainability actions across the business in support of our sustainability strategy, supports our ESG disclosures and leads our cross-functional Corporate Sustainability Council that is assigned to help promote achievement of our sustainability goals. This council is supported by a broad set of global UL Solutions talent that helps provide insights on our impact areas and drive local actions in line with recognized reporting frameworks.
Sustainability Highlights
ESG and sustainability are tied to our mission and important to defining our role as global citizens and stewards of natural resources. In 2024, the SBTi approved our near-term companywide emissions reduction targets based on our 2022 scope 1, 2, and 3 emissions calculations. Additionally, in 2023, we were awarded a silver medal from EcoVadis, a third-party sustainability ratings provider, for our Corporate Sustainability program and our ESG reporting. In 2024, we published our 2023 annual sustainability report sharing information on relevant ESG topics. Our annual sustainability report is available on our website at https://www.ul.com/about/corporate-sustainability. Our sustainability report is not incorporated herein by reference.
| 28 | 2025 Proxy Statement
|
||
Table of Contents
Security Ownership of Certain Beneficial Owners, Directors and Management
The following table sets forth information with respect to the beneficial ownership of our common stock as of March 26, 2025 (except as otherwise indicated) reflecting:
| • | each person known by us to beneficially own more than 5% of our Class A or Class B common stock; |
| • | each of our directors and the director nominee; |
| • | each of our named executive officers; and |
| • | all of our current executive officers, directors and the director nominee as a group. |
The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.
We have based our calculation of the percentage of beneficial ownership on 62,049,275 shares of our Class A common stock and 138,130,000 shares of our Class B common stock outstanding as of March 26, 2025. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Class A common stock and Class B common stock subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 26, 2025 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person, except with respect to the ownership and percentage ownership of all executive officers and directors as a group. Although each outstanding share of our Class B common stock is convertible at any time, at the option of the holder, into one share of our Class A common stock, the beneficial ownership of our Class A common stock set forth below excludes the shares of our Class A common stock issuable upon conversion of outstanding shares of our Class B common stock.
Unless otherwise indicated, the address of all listed stockholders is 333 Pfingsten Road Northbrook, Illinois 60062.
The information provided in the table is based on our records, information filed with the SEC and information provided to us, in each case, as of March 26, 2025, except where otherwise noted.
| 2025 Proxy Statement | 29
| ||
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
| Shares of Class A common stock |
Shares of Class B common stock |
Combined Voting Power(1) |
||||||||||||||||||
| Shares | Percent(1) | Shares | Percent(1) | |||||||||||||||||
| Name of Beneficial Owner 5% Stockholders: | ||||||||||||||||||||
| ULSE Inc.(2) |
— | — | 138,130,000 | 100% | 95.7 | % | ||||||||||||||
| Capital International Investors(3) |
12,320,824 | 19.9 | % | — | — | * | ||||||||||||||
| The Vanguard Group(4) |
5,172,203 | 8.3 | % | — | — | * | ||||||||||||||
| JPMorgan Chase & Co.(5) |
4,372,069 | 7.0 | % | — | — | * | ||||||||||||||
| T. Rowe Price Investment Management, Inc.(6) |
4,224,709 | 6.8 | % | — | — | * | ||||||||||||||
| FMR LLC(7) |
3,565,238 | 5.7 | % | — | — | * | ||||||||||||||
| Norges Bank (Central Bank of Norway)(8) |
3,485,746 | 5.6 | % | — | — | * | ||||||||||||||
| Named Executive Officers, Directors and Director Nominee: | ||||||||||||||||||||
| Jennifer F. Scanlon(9) |
121,786 | * | — | — | * | |||||||||||||||
| Ryan D. Robinson(10) |
119,085 | * | — | — | * | |||||||||||||||
| Weifang Zhou(11) |
31,453 | * | — | — | * | |||||||||||||||
| Gitte Schjøtz(12) |
48,007 | * | — | — | * | |||||||||||||||
| John A. Genovesi(13) |
19,929 | * | — | — | * | |||||||||||||||
| James M. Shannon(14) |
12,885 | * | — | — | * | |||||||||||||||
| Francis J. Coyne(15) |
112,069 | * | — | — | * | |||||||||||||||
| James P. Dollive(15) |
76,355 | * | — | — | * | |||||||||||||||
| Marla C. Gottschalk(15) |
76,355 | * | — | — | * | |||||||||||||||
| Friedrich Hecker(15) |
15,641 | * | — | — | * | |||||||||||||||
| Charles W. Hooper(15) |
5,284 | * | — | — | * | |||||||||||||||
| Kevin J. Kennedy(15) |
40,641 | * | — | — | * | |||||||||||||||
| Vikram U. Kini |
— | — | — | — | — | |||||||||||||||
| Lisa M. Lambert(15) |
5,819 | * | — | — | * | |||||||||||||||
| Sally Susman(15) |
8,498 | * | — | — | * | |||||||||||||||
| Michael H. Thaman(15) |
13,855 | * | — | — | * | |||||||||||||||
| Elisabeth Tørstad(15) |
8,498 | * | — | — | * | |||||||||||||||
| George A. Williams(15) |
13,855 | * | — | — | * | |||||||||||||||
| All executive officers, directors and director nominee as a group (22 individuals)(16) | 750,998 | 1.2 | % | — | — | * | ||||||||||||||
| * | Less than 1%. |
| (1) | Percentages are rounded. Percentage of voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. Shares of our Class A common stock entitle the holder to one vote per share, and shares of our Class B common stock entitle the holder to ten votes per share. |
| (2) | Consists of 138,130,000 shares of our Class B common stock held by UL Standards & Engagement. UL Standards & Engagement is managed by a board of directors consisting of Philip S. Khoury, James M. Shannon and Joel R. Wittenberg, none of whom, acting individually, has voting control or investment discretion with respect to the securities owned. UL Research Institutes, a Delaware charitable nonstock corporation, is the sole member of UL Standards & Engagement. UL Research Institutes is managed by a board of trustees consisting of James M. Shannon, James P. Dollive, Philip S. Khoury, Richard P. Owen, Darryll Pines, Mark Schmid, Elisabeth Tørstad and George A. Williams, none of whom, acting individually, has voting control or investment discretion with respect to the securities owned by UL Standards & Engagement. The address for UL Standards & Engagement is 1603 Orrington Ave, Suite 2000, Evanston, Illinois 60201. |
| (3) | Based solely on the Schedule 13G/A filed by Capital International Investors (“CII”) with the SEC on February 14, 2025. CII has sole voting power over 12,261,270 shares of Class A common stock and sole dispositive power over 12,320,824 shares of Class A common stock. CII is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). CII’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital International Investors.” The address of CII is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071. |
| 30 | 2025 Proxy Statement
|
||
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
| (4) | Based solely on the Schedule 13G/A filed by The Vanguard Group with the SEC on November 12, 2024. The Vanguard Group has shared voting power over 12,792 shares of Class A common stock, sole dispositive power over 5,104,221 shares of Class A common stock and shared dispositive power over 67,982 shares of Class A common stock. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
| (5) | Based solely on the Schedule 13G filed by JPMorgan Chase & Co. with the SEC on February 10, 2025. JPMorgan Chase & Co. has sole voting power over 4,208,302 shares of Class A common stock and sole dispositive power over 4,372,069 shares of Class A common stock. The address of JPMorgan Chase & Co. is 383 Madison Avenue, New York, New York 10179. |
| (6) | Based solely on the Schedule 13G filed by T. Rowe Price Investment Management, Inc. with the SEC on February 14, 2025. T. Rowe Price Investment Management, Inc. has sole voting power over 4,209,036 shares of Class A common stock and sole dispositive power over 4,224,709 shares of Class A common stock. The address of T. Rowe Price Investment Management, Inc. is 101 E. Pratt Street, Baltimore, Maryland 21201. |
| (7) | Based solely on the Schedule 13G filed by FMR LLC and Abigail P. Johnson on November 12, 2024. FMR LLC possesses sole voting power over 3,557,429 shares of Class A common stock and sole dispositive power over 3,565,238 shares of Class A common stock. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address for FMR LLC and Abigail P. Johnson is 245 Summer Street, Boston, Massachusetts 02210. |
| (8) | Based solely on the Schedule 13G/A filed by Norges Bank (The Central Bank of Norway), on behalf of the Government of Norway, with the SEC on February 11, 2025. Norges Bank has sole voting and dispositive power over 3,485,746 shares of Class A common stock. The address of Norges Bank is Bankplassen 2, PO Box 1179 Sentrum, NO-0107 Oslo, Norway. |
| (9) | Includes 89,285 shares of Class A common stock held by a family trust, for which Ms. Scanlon’s spouse is sole trustee and their children are the beneficiaries. Also includes 21,259 restricted stock units (“RSUs”), including dividend equivalent rights accrued on RSUs, that are subject to vest within 60 days after March 26, 2025. Does not include (i) the following stock-settled stock appreciation rights (“SARs”) held by Ms. Scanlon that are currently exercisable or that will become exercisable within 60 days after March 26, 2025: (a) 276,342 SARs at an exercise price of $13.15; and (b) 133,112 SARs at an exercise price of $30.06; and (ii) $3,300,000 of performance cash awards that vested on April 1, 2025 and will be settled in shares of Class A common stock. The number of shares that Ms. Scanlon will receive upon exercise of such stock-settled SARs is not currently determinable and therefore not included in the table above because each stock-settled SAR gives the holder the right to receive the excess of the value of one share of our Class A common stock at the exercise date, which is not determinable until the date of exercise, over the exercise price. |
| (10) | Includes 4,829 RSUs, including dividend equivalent rights accrued on RSUs, that are subject to vest within 60 days after March 26, 2025. Does not include (i) the following stock-settled SARs held by Mr. Robinson that are currently exercisable or that will become exercisable within 60 days after March 26, 2025: (a) 64,414 SARs at an exercise price of $13.15; and (b) 27,984 SARs at an exercise price of $30.06; and (ii) $693,750 of performance cash awards that vested on April 1, 2025 and will be settled in shares of Class A Common stock. The number of shares that Mr. Robinson will receive upon exercise of such stock-settled SARs is not currently determinable and therefore not included in the table above because each stock-settled SAR gives the holder the right to receive the excess of the value of one share of our Class A common stock at the exercise date, which is not determinable until the date of exercise, over the exercise price. |
| (11) | Includes 4,667 RSUs, including dividend equivalent rights accrued on RSUs, that are subject to vest within 60 days after March 26, 2025. Does not include (i) the following stock-settled SARs held by Mr. Zhou that are currently exercisable or that will become exercisable within 60 days after March 26, 2025: (a) 60,636 SARs at an exercise price of $13.15 and (b) 28,740 SARs at an exercise price of $30.06; and (ii) $712,500 of performance cash awards that vested on April 1, 2025 and will be settled in shares of Class A Common stock. The number of shares that Mr. Zhou will receive upon exercise of such stock-settled SARs is not currently determinable and therefore not included in the table above because each stock-settled SAR gives the holder the right to receive the excess of the value of one share of our Class A common stock at the exercise date, which is not determinable until the date of exercise, over the exercise price. |
| (12) | Includes 2,734 RSUs, including dividend equivalent rights accrued on RSUs, that are subject to vest within 60 days after March 26, 2025. Does not include (i) the following stock-settled SARs held by Ms. Schjøtz that are currently exercisable or that will become exercisable within 60 days after March 26, 2025: 19,664 SARs at an exercise price of $30.06; and (ii) $487,500 of performance cash awards that vested on April 1, 2025 and will be settled in shares of Class A Common stock. The number of shares that Ms. Schjøtz will receive upon exercise of such stock-settled SARs is not currently determinable and therefore not included in the table above because each stock-settled SAR gives the holder the right to receive the excess of the value of one share of our Class A common stock at the exercise date, which is not determinable until the date of exercise, over the exercise price. |
| (13) | Includes 1,929 RSUs, including dividend equivalent rights accrued on RSUs, that are subject to vest within 60 days after March 26, 2025. Does not include $458,333 of performance cash awards that vested on April 1, 2025 and will be settled in shares of Class A Common stock. |
| (14) | Includes 4,927 RSUs, including dividend equivalent rights accrued on RSUs, that are subject to vest within 60 days after March 26, 2025. Also includes 816 vested deferred stock units issued to Mr. Shannon under the Director Deferred Compensation Plan (defined below) that would be settled in shares of Class A common stock on the date of Mr. Shannon’s termination under the Director Deferred Compensation Plan. |
| 2025 Proxy Statement | 31
| ||
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
| (15) | Includes 4,927 RSUs, including dividend equivalent rights accrued on RSUs, that are subject to vest within 60 days after March 26, 2025. |
| (16) | Includes 98,397 RSUs, including dividend equivalent rights accrued on RSUs, that are subject to vest within 60 days after March 26, 2025. Also includes 816 vested deferred stock units issued under the Director Deferred Compensation Plan. Does not include (i) the following stock-settled SARs held by our executive and director group, collectively, that are currently exercisable or that will become exercisable within 60 days after March 26, 2025: (a) 451,490 SARs at an exercise price of $13.15; and (b) 236,728 SARs at an exercise price of $30.06; and (ii) $6,327,083 of performance cash awards that vested on April 1, 2025 and will be settled in shares of Class A Common stock. The number of shares that each holder will receive upon exercise of such stock-settled SARs is not currently determinable and therefore not included in the table above because each stock-settled SAR gives the holder the right to receive the excess of the value of one share of our Class A common stock at the exercise date, which is not determinable until the date of exercise, over the exercise price. |
| 32 | 2025 Proxy Statement
|
||
Table of Contents
Compensation Discussion and Analysis
The purpose of this “Compensation Discussion and Analysis” section (the CD&A) is to provide a detailed description of our executive compensation programs, including our pay-for-performance philosophy and long-term value strategy, the elements we use in our program and the considerations used by our HCC Committee to make sound compensation decisions.
This discussion focuses on our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and our three other most highly compensated executive officers (collectively, the “NEOs”) during 2024, who were:
| • | Jennifer F. Scanlon, President and Chief Executive Officer; |
| • | Ryan D. Robinson, Executive Vice President and Chief Financial Officer; |
| • | Weifang Zhou, Executive Vice President and President, Testing, Inspection and Certification; |
| • | Gitte Schjøtz, Executive Vice President and Chief Science and Operations Officer; and |
| • | John A. Genovesi, Executive Vice President and President, Software and Advisory. |
Effective as of January 1, 2025, Ms. Schjøtz’s title was changed to Executive Vice President and Chief Operations and Sustainability Officer.
| 2025 Proxy Statement | 33
| ||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
2024 Business Highlights
In our first year as a public company, having successfully completed the IPO in April 2024, we achieved the following financial and operating results:
| • | Year-over-year revenue growth of 7.2%, to $2.9 billion; |
| • | A 26% year-over-year increase in operating income (14% excluding the impact of the Goodwill impairment expense in 2023), to $462 million (with an increase in our operating income margin of 240 basis points, to 16.1%); |
| • | A 25% year-over-year increase in net income, to $345 million (with an increase in our net income margin of 170 basis points, to 12.0%); |
| • | A year-over-year increase in diluted earnings per share of 24.6%, to $1.62; |
| • | Net cash provided by operating activities of $524 million; |
| • | Expansion of our global business operations capabilities through acquisitions of testing, certification and safety compliance companies TesTneT Engineering GmbH and Batterielngnieure GmbH in Germany; and |
| • | Completion of the divestiture of our payments testing business to an affiliate of Gallant Capital Partners. |
Key 2024 Executive Compensation Actions
Key 2024 executive compensation program actions taken by the HCC Committee are summarized below with further detailed information provided in this CD&A:
| • | Establishment of Annual Incentive Awards. Prior to the IPO, the HCC Committee established individual annual incentive opportunities for 2024 performance under our All Employee Incentive Plan (“AEIP”) as a percentage of base salary for each NEO, with the award opportunity for each NEO in whole or in part based on Company performance against the target adjusted operating income (“AOI”) metric as established for the fiscal year. In the case of Mr. Zhou and Ms. Schjøtz, 50% of the AEIP award opportunity was based on performance of our testing, inspection and certification (“TIC”) business (which is comprised of segment AOI for each of the Industrial and Consumer segments), and in the case of Mr. Genovesi, 50% of the AEIP award opportunity was based on performance of the software & advisory (“S&A”) business. |
| • | Conversion of Outstanding Cash-Based Long-Term Incentive Awards to Stock-Settled Awards. In connection with the IPO, our board of directors approved amendments to the UL Solutions Inc. Long-Term Incentive Plan (the “Pre-IPO LTIP”), effective as of the IPO date, to authorize (i) the conversion of outstanding vested and unvested Cash Appreciations Rights (“CSARs”) to the same number of stock appreciation rights settleable in shares of our Class A common stock (“SARs”) and (ii) the settlement of outstanding Performance Cash awards in shares of our Class A common stock upon vesting, in each case, where administratively feasible. The HCC Committee approved amendments to certain of the underlying CSAR and Performance Cash award agreements to enable such conversions, subject to participant consent and entrance into lock-up agreements as determined by the HCC Committee. |
| • | Roll-Out of Post-IPO Long-Term Incentive Award Program. Following the IPO, the HCC Committee approved an annual grant to our executive officers, including the NEOs, under the UL Solutions Inc. 2024 Long-Term Incentive Plan (the “2024 LTIP”), which was comprised of Performance Share Units (“PSUs”) earned based on three-year cumulative revenue and operating income performance (67% weighting) and Restricted Stock Units (“RSUs”) that vest ratably over a three-year period (33% weighting). |
| • | One-Time Stock Option Grant. In connection with the IPO, the HCC Committee approved a special, one-time grant (the “IPO Growth Grant”) of nonqualified stock options (“NSOs”) to our executive team, including our NEOs, under the 2024 LTIP. The purpose of this grant was to incentivize and drive stockholder value creation after the IPO date and to engage key executives as stakeholders in a publicly traded company. |
| 34 | 2025 Proxy Statement
|
||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Philosophy and Objectives
We provide our executive officers with meaningful compensation opportunities linked to strong financial performance and long-term value creation while maintaining alignment with company values and mission, our strategic focus, and important management initiatives. In setting and overseeing the compensation of our executive officers, the HCC Committee believes our programs and policies should achieve the following specific objectives:
| • | Position our target total direct compensation—comprised of base salary, target annual incentive bonus opportunity and target long-term incentive opportunity—at a level at which we can successfully recruit and retain industry-leading talent critical to shaping and executing our business strategy and creating long-term value. |
| • | Reinforce our pay-for-performance orientation through programs that link payouts to the achievement of annual and multi-year financial, strategic and equity value-based objectives. |
| • | Align the interests of executives with those of stockholders, particularly with respect to key executives who are best positioned to drive long-term value creation. |
| • | Provide the ability to differentiate individual executive rewards based on actual performance and contributions to our key operating and strategic objectives. |
Determination of Compensation
The Role of the Human Capital and Compensation Committee
The HCC Committee sets target executive compensation using a market-based approach and designs incentive programs such that differentiation in actual compensation outcomes is aligned with Company and individual performance. The HCC Committee oversees all aspects of our executive compensation program, including establishing target total cash compensation through base salary reviews and setting annual short-term incentive award targets, determining the appropriate mix and target levels of long-term incentives, and offering benefit programs designed to provide a competitive total rewards program. The HCC Committee also is responsible for the assessment of enterprise risks associated with all compensation and benefits programs.
The Role of Management
To aid the HCC Committee in making its determinations, the CEO provides recommendations annually to the HCC Committee regarding the compensation of all executive officers other than herself based on the Company’s overall corporate achievements during the period being assessed and her evaluation of each executive officer’s individual contributions to our success. Management also recommends to the HCC Committee certain aspects of executive compensation program design, including appropriate Company-wide financial and non-financial performance goals for use in our annual and long-term incentive plans and additional business segment- and function-specific performance goals under our annual incentive plan for employees who lead a particular business segment or corporate function.
The Role of the Independent Compensation Consultant
The HCC Committee has, in its sole discretion, retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to advise the HCC Committee with respect to establishing and maintaining competitive compensation programs, individual target compensation levels for the NEOs, incentive program design, aggregate long-term incentive grant practices and other executive compensation policies, practices and administration. FW Cook also provides guidance with respect to the design of our non-employee director compensation program, including cash retainer and long-term incentive grant levels. An FW Cook consultant attended all the regularly scheduled HCC Committee meetings in 2024, including, when invited, HCC Committee executive sessions. FW Cook does not provide any services to us other than the services provided to the HCC Committee.
| 2025 Proxy Statement | 35
| ||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
The HCC Committee has assessed the independence of FW Cook, specifically considering whether FW Cook has any relationships with us, our officers or our directors that would impair their independence. Based on this evaluation, the HCC Committee determined that no conflicts of interest exist that would otherwise prevent FW Cook from independently advising the HCC Committee. In accordance with the HCC Committee’s charter, the HCC Committee has the sole authority to determine the compensation for, and terminate the services of, the independent compensation consultant.
Executive Compensation Best Practices
The HCC Committee reviews the Company’s executive compensation program on an ongoing basis to evaluate whether the program supports the Company’s executive compensation philosophies and objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the HCC Committee believes reinforces our executive compensation objectives:
| What We Do ✔ |
| • Pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation.
• Establish performance goals that are aligned with creation of long-term stockholder value.
• Annually assess and benchmark executive compensation against a relevant peer group.
• Retain an independent compensation consultant reporting directly to the HCC Committee, which provides no other services to the Company.
• Provide for “double-trigger” equity award vesting in the event of a change in control.
• Maintain and enforce robust stock ownership and retention guidelines.
• Maintain a clawback policy that applies to all cash-based and equity incentive awards. |
|
What We Don’t Do ✘ |
| • We do not allow repricing of underwater stock options or appreciation rights without stockholder approval.
• We do not allow hedging or short sales of our securities.
• We do not allow pledging of our securities.
• We do not provide excessive perquisites to executive officers.
• We do not provide tax gross-ups, including in the event that severance pay, benefits and equity award vesting following a termination in connection with a change in control would otherwise trigger excise tax liability under Code Section 4999.
|
| 36 | 2025 Proxy Statement
|
||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Market Assessment Against Peer Group and Benchmarking
In order to provide perspective on a market-competitive executive compensation program for a company in our industry and with comparable size, scale and scope of operations, the HCC Committee has established a benchmarking peer group of companies that is reviewed on an annual basis. The peer group is used for base salary and target annual and long-term incentive opportunity benchmarking for the NEOs and also provides the HCC Committee with an understanding of competitiveness and typical practice regarding incentive program design, aggregate equity grant practices and other executive compensation policies, and practices (e.g., stock ownership guidelines, benefits/perquisites, regular and change-in-control severance benefits, etc.). The HCC Committee uses this peer group data as one input into its decision-making process.
The HCC Committee determines executive target pay levels using the comparative data from FW Cook annually with the view that all elements of target total direct compensation should be calibrated by reference to the 50th percentile, in aggregate, with significant upside potential for performance that exceeds target and lesser (or zero) payouts if performance is below target. However, an individual executive officer’s target compensation may deviate above or below median based on executive-specific factors, including tenure, proficiency in role, unique skill set, criticality of the role and other factors deemed relevant by the HCC Committee.
FW Cook assists the HCC Committee with its annual review of the peer group and makes recommendations for changes to the composition of the peer group to ensure it remains optimal for benchmarking purposes and aligned with corporate governance best practices. The peer group approved by the HCC Committee in August 2023 informed the design of our executive compensation program for 2024, as established by the HCC Committee. The following changes were made to the peer group that informed 2024 target pay opportunities:
| • | ManTech International Corporation (which was acquired in September 2022), BrightView Holdings, Inc. (which was deemed to be a weaker business fit and had a smaller market cap versus our estimated market cap) and Iron Mountain Incorporated (which was deemed to be a weaker business fit) were removed from the peer group; and |
| • | CBIZ, Inc. (a financial technology services company), FTI Consulting (a business advisory services company) and TransUnion (a global consumer credit reporting agency) were added to the peer group. |
The result of these changes was the following 17-company peer group of diversified business-to-business services companies. At the time the peer group was approved, our revenues and EBITDA approximated the peer median.
| ADT Inc. (ADT) | ICF International, Inc. (ICFI) | |
| The Brinks Company (BCO) | Maximus Inc. (MMS) | |
| CBIZ, Inc. (CBZ) | Morningstar, Inc. (MORN) | |
| Clarivate PLC (CLVT) | Rollins Inc. (ROL) | |
| EPAM Systems, Inc. (EPAM) | Stericycle, Inc. (SRCL) | |
| FactSet Research Systems Inc. (FDS) | Tetra Tech, Inc. (TTEK) | |
| Fair Isaac Corporation (FICO) | TransUnion (TRU) | |
| FTI Consulting (FCN) | WEX Inc. (WEX) | |
| Gartner, Inc. (IT) | ||
In August 2024, the HCC Committee again reviewed the peer group to ensure that it remained appropriate to inform 2025 compensation planning. The HCC Committee determined that no changes to the group were necessary.
Finally, due to limitations in peer group proxy data beyond the CEO and CFO roles, the peer group data from FW Cook was supplemented with national, general industry survey data that was scoped by each executive’s functional role and revenue responsibility. This additional data provided the HCC Committee with a secondary market reference point for the CEO and CFO roles and served as the primary reference point for all other NEOs. In reviewing target compensation levels against the survey data, the HCC Committee considered only the aggregated data provided by the surveys. The identity of the individual companies comprising the survey data was not disclosed to, or considered by, the HCC Committee in its evaluation process. The HCC Committee does not consider the identity of the companies comprising the survey data to be material for this purpose.
| 2025 Proxy Statement | 37
| ||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Primary Components of 2024 Annual Executive Compensation Program
The following chart shows the primary components of our executive compensation program for 2024. Additional detail on each of these components can be found in subsequent sections of the CD&A.
| Program Component | Strategic Purpose | |
| Base Salary | • Fixed annual compensation that aligns with our objective of recruiting and retaining key talent
• Set with reference to scope of responsibility, experience and the competitive market | |
| Annual Incentive Award Opportunity | • Performance-based variable cash compensation that aligns with our objective of rewarding achievement of short-term financial objectives | |
| Long-Term Incentive Award Opportunity | • PSUs earned over a three-year cumulative performance period (67% weighting), designed to promote our objectives of incentivizing our leaders to accomplish long-term financial, operational and strategic objectives, aligning our leaders’ interests with those of stockholders by providing ownership opportunity, and retaining our leadership talent
• RSUs vest ratably over a three-year period (33% weighting), designed to align with our objective of driving sustainable increases in overall Company equity value in alignment with our stockholders by providing ownership opportunity, and retention of leadership talent | |
| Broad-Based Benefits | • Participation in the same health and welfare benefits as available to other employees | |
| Executive Benefits and Perquisites | • Limited perquisites and executive benefits that are market competitive and designed to attract and retain key talent | |
| Post-Employment Rights | • Market appropriate severance benefits in the event of an involuntary termination by us without cause or, if within 24 months after a change in control of the Company, a resignation for good reason | |
Target Pay Mix
In order to emphasize our pay-for-performance philosophy, and in consideration of market competitive practices, the HCC Committee approved elements of compensation for our CEO and other NEOs during 2024 that reflect our executive compensation philosophy. The resulting 2024 pay mix was heavily weighted toward performance-based compensation payable on achievement of both short-term and longer-term objectives (i.e., AEIP and 2024 LTIP opportunities) versus fixed compensation (base salary) components.
| 38 | 2025 Proxy Statement
|
||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
In addition to the foregoing components of our post-IPO executive compensation program, in connection with the IPO, the HCC Committee approved a special, one-time grant of equity awards in the form of NSOs, as described more fully in the “IPO Growth Grant” subsection of the CD&A and reported in the subsequent tabular disclosure.
Base Salary for 2024
Each NEO’s base salary was initially established before 2024, pursuant to his or her respective employment agreement or offer letter. Each NEO’s base salary for 2024 was established by the HCC Committee as part of an annual review of executive officer base salaries. In reviewing the base salary levels for 2024, the HCC Committee considered the comparative market data and recommendations provided by FW Cook, the Company-wide merit increase budget and, with respect to NEOs other than the CEO, the CEO’s recommendations based on various factors such as tenure, performance in role and other factors deemed relevant. Based on this review, the HCC Committee adjusted the NEOs’ base salaries effective April 1, 2024, as follows:
| Named Executive Officer | 2023 Base Salary |
2024 Base Salary |
Percentage Increase | ||||||||||||
| Jennifer F. Scanlon | $ | 1,000,000 | $ | 1,050,000 | 5.0 | % | |||||||||
| Ryan D. Robinson | $ | 610,000 | $ | 650,000 | 6.6 | % | |||||||||
| Weifang Zhou | $ | 610,000 | $ | 630,000 | 3.3 | % | |||||||||
| Gitte Schjøtz(1) | DKK | 3,375,492 | DKK | 3,563,000 | 5.6 | % | |||||||||
| John A. Genovesi | $ | 450,000 | $ | 480,000 | 6.7 | % | |||||||||
| (1) | Ms. Schjøtz’s base salary is paid in Danish krone, as described in footnote 1 to the Summary Compensation Table below. |
2024 AEIP Awards
The majority of our employees, including our NEOs, participate in the AEIP. In 2024, the HCC Committee established individual AEIP target awards as a percentage of base salary for each NEO, taking into account comparative market data. The AEIP is designed to reinforce our approach to profitable growth through achievement of key results. For our NEOs, the AEIP award opportunity is comprised of the following:
| • | For Ms. Scanlon and Mr. Robinson, 100% of the AEIP award opportunity was based on Company performance against the target adjusted operating income AOI metric for the fiscal year. |
| • | For Mr. Zhou and Ms. Schjøtz, 50% of the AEIP award opportunity was based on performance against the Company-wide target AOI metric and 50% was based on performance against the TIC business target AOI metric. The target TIC business AOI was determined by combining the AOI targets of the Industrial and Consumer segments. |
| • | For Mr. Genovesi, 50% of the AEIP award opportunity was based on performance against the Company-wide target AOI metric and 50% was based on performance against the S&A business target AOI metric. |
| • | The HCC Committee has authority and discretion to adjust payouts based on individual employee performance against pre-established objectives. |
Based on relative achievement of the fiscal year metrics and pool funding, individual awards may range from 0% to 200% of target award.
The AOI metric is a non-GAAP measure intended to recognize the profit earned from the normal business operations of us and our subsidiaries and excludes income and expenses generated from non-operating items in each case as determined by the HCC Committee in its sole discretion. The HCC Committee’s determination of AOI may, but is not required to, be made based on the consolidated audited financial statements for the applicable fiscal year. For 2024, AOI was based on consolidated operating income, as stated in our audited financial statements for the 2024 fiscal year. To arrive at AOI, operating income was adjusted to reflect add-backs or deductions for (i) foreign exchange impacts,
| 2025 Proxy Statement | 39
| ||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
(ii) costs related to, and operating results of, acquisitions of TesTneT Engineering GmbH and Batterielngenieure GmbH and certain unconsummated transactions, as well as variances to the annual budget as a result of the divestiture of our payments testing business, (iii) cost variances to budget directly related to the IPO and a September 2024 follow-on offering, (iv) changes in the fair value of CSAR awards attributable to factors other than operational performance (e.g., discount rate and market multiples of comparable companies) through the date of consummation of the IPO and (v) restructuring and impairment charges variances to budget, including certain severance charges recorded in accordance with our accounting policies. For purposes of AEIP awards, segment AOIs are based on similar adjustments to applicable segment operating income results, as stated in the consolidated audited financial statements for the fiscal year.
The HCC Committee made the following determinations regarding the 2024 performance targets for the NEOs’ AEIP awards:
| • | The Company-wide AOI target was established at $498 million, with a threshold payout of 50% upon achievement of AOI of $473 million and a maximum payout of 200% upon achievement of AOI of $588 million or greater. We achieved an AOI of $502 million, yielding a payout of 104.6% of target for this metric. |
| • | The TIC business AOI target was established at $462 million, with a threshold payout of 50% upon achievement of TIC business AOI of $433 million and a maximum payout of 200% upon achievement of TIC business AOI of $565 million or greater. We achieved a TIC business AOI of $489 million, yielding a 125.7% payout. When averaged with the Company-wide AOI payout, the resulting payout percentage was 115.2% of target for Mr. Zhou and Ms. Schjøtz. |
| • | The S&A segment AOI target was established at $36 million, with a threshold payout of 50% upon achievement of S&A segment AOI of $31 million and a maximum payout of 200% upon achievement of S&A segment AOI of $56 million or greater. We achieved an S&A segment AOI of $18 million, yielding no payout for this metric. When averaged with the Company-wide AOI payout, the resulting payout percentage was 52.3% for Mr. Genovesi. |
Based on the forgoing determinations, the HCC Committee approved the following 2024 AEIP awards, which are reported in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” As previously noted, the HCC Committee has authority under the AEIP to increase or decrease individual NEO payouts from the AOI-based formulaic earnout based on individual performance for the year. Pursuant to the terms of the AEIP, the HCC Committee approved an adjustment to Ms. Scanlon’s payout percentage of 5% above the formulaic amount based on its quantitative and qualitative assessment of her individual performance during 2024, bringing it from $1,427,790 to $1,500,000. No adjustments were applied for the other NEOs based on individual performance for 2024.
| Named Executive Officer | Target 2024 Award (As a Percentage of Base Salary) |
2024 AEIP Target Award |
Payout Percentage(2) |
2024 Approved Award | ||||||||||||||||
| Jennifer F. Scanlon | 130 | % | $ | 1,365,000 | 109.9 | % | $ | 1,500,000 | ||||||||||||
| Ryan D. Robinson | 90 | % | $ | 585,000 | 104.6 | % | $ | 611,910 | ||||||||||||
| Weifang Zhou | 90 | % | $ | 567,000 | 115.2 | % | $ | 653,184 | ||||||||||||
| Gitte Schjøtz(1) | 70 | % | DKK | 2,494,100 | 115.2 | % | DKK | 2,873,203 | ||||||||||||
| John A. Genovesi | 70 | % | $ | 336,000 | 52.3 | % | $ | 175,728 | ||||||||||||
| (1) | Ms. Schjøtz’s AEIP target was established and paid in Danish krone. The U.S. dollar value of this award is reflected in the Summary Compensation Table using the exchange rate in effect on December 31, 2024 (i.e., the date on which the award was earned). |
| (2) | The payout percentage for Ms. Scanlon and Mr. Robinson reflects a 100% weighting of the AOI metric at a 104.6% payout percentage under the AEIP formula. Mr. Zhou and Ms. Schjøtz’s payout percentage reflects a 50% weighting of the AOI metric at a 104.6% payout percentage and a 50% weighting of the TIC business AOI metrics at a 125.7% weighted average payout percentage for a combined payout percentage under the AEIP formula of 115.2%. Mr. Genovesi’s payout percentage reflects a 50% weighting of the AOI metric at a 104.6% payout percentage and a 50% weighting of S&A AOI metrics at a 0% weighted average payout percentage for a combined payout percentage under the AEIP formula of 52.3%. |
| 40 | 2025 Proxy Statement
|
||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Changes to AEIP Performance Metrics for 2025
In February 2025, the HCC Committee approved changes to the performance metrics applicable to AEIP awards for the 2025 fiscal year. Specifically, for 2025, the AOI metric has been replaced with two metrics – adjusted EBITDA (75% weighting) and revenue (25% weighting). These changes are intended to align our short-term incentive pay with the Company’s year-to-year profitability and top-line growth. For NEOs in segment management roles (as was the case for Messrs. Zhou and Genovesi and Ms. Schjøtz in 2024), 50% of the payout for each metric will be based on the level of achievement versus a pre-established segment-specific target.
Long-Term Incentive Awards Granted in 2024
Our board of directors adopted, and UL Standards & Engagement, as our sole stockholder at the time of adoption, approved the 2024 LTIP, effective upon consummation of the IPO, and all long-term incentive award grants in 2024 were made pursuant to the 2024 LTIP. The 2024 LTIP allows us to grant cash and equity incentive awards to eligible service providers after the IPO date in order to attract, motivate and retain the talent for which we compete. The 2024 LTIP provides for the grant of stock options, including NSOs, PSUs, RSUs, dividend equivalents, SARs and other stock or cash awards. Awards other than cash awards generally are settled in shares of our Class A common stock, but the HCC Committee may provide for cash settlement of any award.
2024 Annual Grant
Generally, the HCC Committee approves long-term incentive awards to employees, including the NEOs, on an annual basis. The annual long-term incentive awards for 2024 were granted in May 2024 and included a mix of PSUs and RSUs, as follows:
| Award Type | Weighting | Key Features | |||||
| PSUs |
67% | • Earned based on Company performance versus pre-established targets during the period from January 1, 2024 through December 31, 2026
• 50% weighting to 3-year cumulative organic revenue metric and 50% weighting to 3-year cumulative operating income metric
• The number of shares of Class A common stock earned will range from 0% to 200% of target, with achievement of threshold performance earning 50% of target
• Determination of cumulative organic revenue and cumulative operating income may, but is not required to, be made based on the consolidated audited financial statements for the applicable fiscal year
• 3-year cliff vesting, subject to continued employment through end of performance period, with exceptions for death, disability, retirement and termination for cause (each as defined in the 2024 LTIP)
• Designed to encourage retention and align long-term interests of grantees with our stockholders
• Dividend equivalents are credited during the vesting period, are included in number of units to which the payout percentage is applied and vest at the same time as the underlying PSUs
• Settled in shares of Class A common stock
| |||||
| RSUs |
33% | • Vest in one-third increments on each anniversary of the grant date, subject to continued employment, with exceptions for death, disability, retirement and termination for cause
• Designed to encourage retention and align long-term interests of grantees with our stockholders
• Dividend equivalents are credited during the vesting period and vest at the same time as the underlying RSUs
• Settled in shares of Class A common stock
| |||||
| 2025 Proxy Statement | 41
| ||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
The HCC Committee established 2024 target long-term incentive award levels for each NEO, taking into account comparative market data. Target awards for the 2024 fiscal year were split among PSUs and RSUs, as described above. The following table shows the 2024 target long-term incentive award levels for each NEO:
| Named Executive Officer | Aggregate Long-Term Incentive Award Value at Target ($) |
PSU Award Value at Target ($) |
RSU Award Value ($) | ||||||||||||
| Jennifer F. Scanlon | $ | 6,600,000 | $ | 4,400,000 | $ | 2,200,000 | |||||||||
| Ryan D. Robinson | $ | 1,500,000 | $ | 1,000,000 | $ | 500,000 | |||||||||
| Weifang Zhou | $ | 1,450,000 | $ | 966,667 | $ | 483,333 | |||||||||
| Gitte Schjøtz | $ | 850,000 | $ | 566,667 | $ | 283,333 | |||||||||
| John A. Genovesi | $ | 600,000 | $ | 400,000 | $ | 200,000 | |||||||||
IPO Growth Grant
As described above, in consultation with FW Cook, the HCC Committee approved the IPO Growth Grant, effective upon consummation of the IPO. The purpose of this grant was to incentivize and drive stockholder value creation following the IPO date and to engage key executives as stakeholders in a publicly-traded company. The HCC Committee also considered that senior executives would not otherwise have any stock ownership in the Company as of the IPO date, and the executive team’s only direct link to the stock price would be through outstanding CSAR grants, which in the years leading up to the IPO comprised only 25% of their annual long-term incentive award value.
For our NEOs, the IPO Growth Grant consisted of a number of NSOs with a grant date fair value equal to the target value of the 2024 annual grant described above. IPO Growth Grant NSOs vest on the third anniversary of the grant date and have a ten-year full term, subject to continued employment, with exceptions for death, disability and termination for cause (each as defined in the 2024 LTIP).
Pre-IPO Performance Cash Awards Earned in 2024
Prior to our IPO, the HCC Committee granted long-term incentive awards under the Pre-IPO LTIP to our executive officers on an annual basis. Following the IPO, no further awards have been, or will be, made under the Pre-IPO LTIP.
In 2022, the HCC Committee granted Performance Cash awards to each of our NEOs that could be earned based on the achievement of specified performance objectives for the performance period beginning on January 1, 2022 and ending on December 31, 2024. Following completion of the 2022-2024 performance period, the HCC Committee approved payouts earned for Performance Cash awards that were granted to the NEOs in 2022. For the 2022-2024 performance period, achievement against objectives was 69.8% based on the following:
| Performance Measure | Weighting | Threshold | Target | Maximum | Actual | Payout % | ||||||||||||||||||||||||
| 2022-2024 Cumulative Revenue | 331⁄3 | % | $ | 8,373 million | $ | 8,544 million | $ | 8,715 million | $ | 8,416 million | 63 | % | ||||||||||||||||||
| 2022-2024 Cumulative Net Income | 662⁄3 | % | $ | 994 million | $ | 1,057 million | $ | 1,120 million | $ | 1,023 million | 73 | % | ||||||||||||||||||
| Weighted Payout %: | 69.8 | % | ||||||||||||||||||||||||||||
The revenue metric is a non-GAAP measure based on cumulative revenue for the 2022-2024 performance period of us and our subsidiaries, as stated in our consolidated audited financial statements for those fiscal years, and adjusted to reflect (i) foreign exchange impacts and (ii) the revenue related to the acquisitions of TesTneT Engineering GmbH, Batterielngenieure GmbH, Certification Entity for Renewable Energies, S.L., HBI Compliance Limited, Kugler Maag CIE GmbH, Cimteq Holdings Limited, KAM Specialty Equipment Services Company and KBW Corporation, as well as variances to budget as a result of divestitures, including our payments testing business. The net income metric is a non-GAAP measure based on net income for the 2022-2024 performance period of us and
| 42 | 2025 Proxy Statement
|
||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
our subsidiaries, as stated in the consolidated audited financial statements for those fiscal years, which was adjusted to reflect add-backs and deductions for (i) foreign exchange impacts, (ii) costs related to, and operating results of, the acquisitions of TesTneT Engineering GmbH, Batterielngenieure GmbH, Certification Entity for Renewable Energies, S.L., HBI Compliance Limited, Kugler Maag CIE GmbH, Cimteq Holdings Limited, KAM Specialty Equipment Services Company and KBW Corporation and certain unconsummated transactions, as well as variances to budget as a result of divestitures, including our payments testing business, (iii) cost variances to budget directly related to the IPO and a September 2024 follow-on offering, (iv) changes in the fair value of CSAR awards attributable to factors other than operational performance (as described with respect to AOI determination above) through the date of consummation of the IPO, (v) restructuring and impairment charges variances to budget, including certain severance charges recorded in accordance with our accounting policies, accounting and legal fees related to legal entity optimization, and a goodwill impairment charge, (vi) pension settlement expenses, (vii) interest and investment income/expense, net variances to budget, including investment gains and losses in certain non-consolidated affiliates, and (viii) tax expense normalization to reflect the budgeted rate.
Awards earned by the NEOs for the completed 2022-2024 performance period are shown below. For all NEOs, these awards vested on April 1, 2025 and will be settled in shares of Class A common stock.
| Named Executive Officer | 2022-2024 Performance Cash Target Award |
Approved Payout(1) | ||||||||||||
| Jennifer F. Scanlon | $ | 3,300,000 | Average Payout Percentage of 69.8% |
$ | 2,303,400 | |||||||||
| Ryan D. Robinson | $ | 693,750 | $ | 484,238 | ||||||||||
| Weifang Zhou | $ | 712,500 | X | $ | 497,325 | |||||||||
| Gitte Schjøtz | $ | 487,500 | $ | 340,275 | ||||||||||
| John A. Genovesi | $ | 458,333 | $ | 319,916 | ||||||||||
| (1) | These award amounts are reported in the “Non-Equity Incentive Plan Awards” column of the Summary Compensation Table. |
Stock Ownership Guidelines
The HCC Committee has established a stock ownership policy, which establishes minimum ownership guidelines for all executive officers. These guidelines are designed to encourage our executives to build and maintain a meaningful equity ownership in the Company, and thereby link their interests with those of its stockholders. Pursuant to the stock ownership policy, each executive officer is required to maintain beneficial ownership of a number of shares of Class A common stock during his or her tenure with us with a minimum value. The following table shows minimum values under the stock ownership policy as of December 31, 2024:
| Title | Minimum Ownership Guideline | |
| President and Chief Executive Officer | 6 times base salary | |
| Executive Vice President and Chief Financial Officer | 3 times base salary | |
| Executive Vice President and President, Testing, Inspection and Certification | 3 times base salary | |
| Each other executive officer | 2 times base salary | |
The “value” of an executive officer’s beneficial ownership is calculated by multiplying (i) the aggregate of the number of shares of Class A common stock beneficially owned by the executive officer by (ii) the average of the month-end closing prices per share of Class A common stock for the 12-month period ending on the last trading day of each year. For purposes of the guidelines, shares of Class A common stock that count towards the satisfaction of an executive officer’s minimum ownership guideline will include:
| • | Shares that are held directly by the executive officer or his or her immediate family members; |
| • | Shares held in a grantor trust for the benefit of the executive officer or his or her immediate family members; |
| 2025 Proxy Statement | 43
| ||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
| • | Shares owned by a partnership, limited liability company or other entity to the extent of the executive officer’s interest therein; |
| • | Shares of restricted common stock and shares of common stock subject to outstanding RSU awards, in each case that vest solely based on the passage of time; and |
| • | Deferred stock units or similar deferred stock awards. |
None of the outstanding and unexercised stock options or SARs (whether vested or unvested and whether exercisable or unexercisable), outstanding PSU awards or other performance-based incentive awards with respect to the extent applicable performance goals have not been achieved, nor any other form of derivative securities count toward an executive officer’s minimum ownership guideline.
Until an executive officer meets the applicable minimum ownership guideline, he or she is required to retain (and not dispose of or otherwise transfer) at least 50% of all shares received from the vesting, delivery and/or exercise of equity awards granted under our equity incentive plans after payment of the exercise price or purchase price of an award, applicable tax withholding and applicable transaction costs.
As of December 31, 2024, based on the calculation methodology set forth in the stock ownership policy and described above, all NEOs either satisfied their minimum ownership guideline or are in compliance with the policy by virtue of complying with the 50% retention ratio.
Other Benefits and Perquisites
We provide the following benefits to our NEOs on the same basis as other U.S., or as the case may be, international employees:
| • | Group medical, dental and vision benefits; |
| • | Life insurance and accidental death and dismemberment insurance; |
| • | Short-term and long-term disability insurance; |
| • | Company-sponsored defined contribution plan with matching contributions and nonelective Company contributions; and |
| • | Vacation, paid holidays, and personal leave days. |
We also offer a nonqualified deferred compensation plan pursuant to which eligible U.S. management and highly compensated employees are credited with make-whole employer contributions to the extent that their nonelective employer contributions under our qualified defined contribution plan are capped by annual IRS limits. Among the NEOs, Ms. Scanlon and Messrs. Robinson and Zhou participate in the nonqualified deferred compensation plan.
In addition, we provide limited perquisites to NEOs, including an annual executive physical and, for our U.S.-based NEOs, an annual cash allowance of $18,000, which may be used for such services as personal financial and estate planning or tax preparation. These perquisites are designed to support a market-based total compensation package, which serves our talent attraction and retention objectives. For our non-U.S.-based NEO, we provide certain distinct benefits, such as statutory holiday allowances, automobile allowances or leasing, home communication services and tax preparation related to foreign assignments that are customary for the location.
We do not gross up any benefits or perquisites for taxes; executive officers bear that cost, except in the case of expatriates or instances in which an executive officer incurs incremental additional tax liability as a result of an international assignment.
| 44 | 2025 Proxy Statement
|
||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Recovery Policy (Clawback)
Awards granted pursuant to the AEIP, Pre-IPO LTIP and 2024 LTIP are subject to our “clawback” policy for all current and former executive officers under which the repayment of any bonus, equity or equity-based award or incentive compensation granted may be required under certain circumstances (a “covered event”). Covered events include: the occurrence of an accounting restatement to correct our material noncompliance with any financial reporting requirement under securities laws, including any restatement that corrects an error in previously issued financial statements that (i) is material to the previously issued financial statements, or (ii) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “material restatement event”); incentive compensation paid based on materially inaccurate financial statements or performance metrics (an “inaccurate metrics event”); failure by the executive to properly identify and assess or sufficiently raise concerns about risk that results in a material adverse impact on us or an affiliate, the business systems thereof or our broader financial system; an action or omission that constitutes a material violation of the risk policies of us or an affiliate; an action or omission that results in material financial or reputational harm to us; or fraud. Under the clawback policy, upon the occurrence of a material restatement event, the HCC Committee shall require the forfeiture or repayment of any bonus, equity or equity-based award (including time- and performance-based awards) or other incentive compensation (e.g., under the AEIP, Pre-IPO LTIP or 2024 LTIP), including gains from the exercise of CSARs or SARs (collectively, “incentive compensation”), that (i) was awarded or paid during the 3-year period preceding the date on which our board of directors or a committee thereof concludes, or reasonably should have concluded, that we are required to prepare a restatement of our financial statement, or, if earlier, the date on which a court, regulator or other legally authorized body directs us to prepare such restatement, and (ii) exceeds the amount of such incentive compensation that would have been received by a covered executive officer based on the restatement of our financial statement. Upon the occurrence of any other covered event, the HCC Committee may require the forfeiture or repayment of any incentive compensation that (i) was awarded or paid during the 3-year period preceding the date on which we identified such covered event, and (ii) in the case of an inaccurate metrics event, exceeds the amount of such incentive compensation that would have been received by a covered executive officer if the applicable financial statements or performance metrics had been accurate.
Post-Employment Provisions
Our executive officers, including the NEOs, are participants in an executive severance plan that provides severance benefits in the event of an involuntary termination by us without cause or, if within 24 months after a change in control of the Company, a resignation for good reason. Severance benefits include cash payment(s) equal to a multiple of the executive officer’s base salary and target AEIP bonus, subsidized continuation coverage under the applicable Company group health and welfare plan(s), outplacement services and, in certain instances, a pro-rata AEIP bonus for the year of termination. Certain NEOs have additional post-termination rights under an employment agreement or offer letter.
For more information on post-employment provisions and a quantification of the benefits payable under various termination scenarios, see the “Severance and Change in Control Arrangements” subsection that follows.
Assessment of Risk Related to Our Compensation Programs
In August 2024, the HCC Committee evaluated the primary components of our compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk. To inform the HCC Committee’s evaluation, the HCC Committee’s independent compensation consultant, FW Cook, conducted a risk assessment of our compensation programs that covered executive and non-executive global incentive program design, the presence of compensation risk mitigators and program governance and controls. FW Cook’s assessment concluded, and management and the HCC Committee agreed, that our compensation programs are not reasonably likely to have a material adverse impact on the Company. The evaluation process also produced the following more specific conclusions:
| • | Our executive compensation program is well-designed to encourage behaviors aligned with the long-term interest of shareholders. |
| 2025 Proxy Statement | 45
| ||
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
| • | There is an appropriate balance in the structure of the executive compensation program to mitigate compensation-related risk with fixed and variable pay, cash and equity, corporate and business-segment goals, financial and non-financial goals, formulas and discretion. |
| • | Performance goals are rigorous, with market informed payout curves and program leverage and a standard list of performance adjustments, all of which are reviewed annually. Additionally, the committee discretion can be used as circumstances dictate. |
| • | Policies are in place to mitigate compensation risk, including robust executive and non-employee director stock ownership guidelines, insider trading prohibitions, a clawback policy (which includes hedging and pledging restrictions) and independent oversight by the HCC Committee. |
| • | Committee and/or management oversight extends to incentive and commission plans below the executive level where no potential material compensation-related risk was identified. |
Tax and Accounting Considerations
Tax Considerations
We consider the tax (individual and corporate) consequences of our executive compensation plans when designing the plans. Code Section 162(m) limits deduction of compensation paid to the NEOs to $1,000,000 per year. The exception that was previously provided in Code Section 162(m) for performance-based compensation was repealed by the Tax Cuts and Jobs Act of 2017 and, as a result, compensation paid to any of our NEOs (including deferred compensation paid after they are no longer NEOs) will not be tax deductible to the extent it exceeds $1,000,000 per year, including AEIP payments and amounts paid in settlement of CSARs and Performance Cash award grants under the Pre-IPO LTIP and all stock-settled awards issued or converted on or after consummation of the IPO (e.g., RSUs, PSUs and NSOs). The HCC Committee believes that the success of our business depends in large part on our ability to recruit and retain talented executives, despite the fact that a portion of the compensation paid to them may be non-deductible, and does not intend to attempt to limit compensation payments to the amount that will be deductible under Code Section 162(m).
In addition, under Code Section 280G, amounts paid or provided to NEOs in connection with a change in control of the Company may be non-deductible, and subject to a 20% excise tax payable by the NEO under Code Section 4999, if the total amount of such payments exceeds three times the NEO’s base amount (generally the average annual compensation for the five year period preceding the year that includes the change in control event) and thus constitute “parachute payments” for purposes of Code Section 280G. The Executive Severance Plan provides that if payments under the plan constitute parachute payments, the amount of such payments will be reduced to the maximum amount that can be paid without having any portion treated as a parachute payment, but only if the net after-tax amount of payments, after such reduction, would exceed the net after-tax amount of payments without such reduction, taking into account the excise tax under Code Section 4999. The Executive Severance Plan does not provide, and we do not otherwise provide, for a “gross up” of payments subject to Code Section 4999.
Accounting Considerations
We also consider the stock-based compensation expense associated with equity awards to executives as part of the expense associated with our overall equity compensation program. We will monitor this expense as we develop our plans and strive to maintain a program that balances the goals of our equity program with the associated expense of the program.
| 46 | 2025 Proxy Statement
|
||
Table of Contents
HCC Committee Report
The HCC Committee of the Board, on behalf of the Board, establishes and monitors our overall compensation strategy to help ensure that executive compensation supports the business objectives. In fulfilling its oversight responsibilities, the HCC Committee reviewed and discussed with management the CD&A set forth above.
In reliance on the review and discussions referred to above, the HCC Committee recommended to the Board that this CD&A be incorporated in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and this Proxy Statement.
Members of the HCC Committee
Dr. Kevin J. Kennedy, Chair
Francis J. Coyne
Marla C. Gottschalk
Lisa M. Lambert
Sally Susman
George A. Williams
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
| 2025 Proxy Statement | 47
| ||
Table of Contents
Executive Compensation
The following table sets forth information concerning compensation earned by our named executive officers for fiscal years 2022 through 2024, except for Mr. Genovesi, who became a named executive officer in 2024:
2024 Summary Compensation Table
| Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Stock ($) |
Option ($) |
Non-Equity ($) |
All Other Compensation(6) ($) |
Total ($) | ||||||||||||||||||||||||||||||||
| Jennifer F. Scanlon | 2024 | 1,037,500 | — | 6,599,998 | 6,600,002 | 3,803,400 | 80,604 | 18,121,504 | ||||||||||||||||||||||||||||||||
| President and Chief Executive Officer | 2023 | 1,000,000 | — | — | 1,158,973 | 4,188,225 | 109,688 | 6,456,886 | ||||||||||||||||||||||||||||||||
| 2022 | 993,750 | — | — | 1,316,460 | 3,550,525 | 112,624 | 5,973,359 | |||||||||||||||||||||||||||||||||
| Ryan D. Robinson | 2024 | 640,000 | — | 1,500,014 | 1,500,004 | 1,096,148 | 59,675 | 4,795,841 | ||||||||||||||||||||||||||||||||
| Executive Vice President and Chief Financial Officer |
2023 | 610,000 | — | — | 274,162 | 1,168,595 | 74,700 | 2,127,457 | ||||||||||||||||||||||||||||||||
| |
2022 |
605,000 | — | — | 360,319 | 1,018,655 | 77,220 | 2,061,194 | ||||||||||||||||||||||||||||||||
| Weifang Zhou | 2024 | 625,000 | — | 1,450,004 | 1,450,000 | 1,150,509 | 65,445 | 4,740,958 | ||||||||||||||||||||||||||||||||
| Executive Vice President and President, Testing, Inspection and Certification | 2023 | 610,000 | — | — | 274,162 | 1,184,785 | 79,720 | 2,148,667 | ||||||||||||||||||||||||||||||||
| |
2022 |
601,250 | — | — | 352,755 | 890,141 | 76,045 | 1,920,191 | ||||||||||||||||||||||||||||||||
| Gitte Schjøtz | 2024 | 540,063 | — | 849,992 | 849,997 | 741,662 | 81,299 | 3,063,013 | ||||||||||||||||||||||||||||||||
| Executive Vice President, Chief Science and Operations Officer(1) (2) |
2023 | 528,180 | — | — | 174,475 | 860,991 | 78,186 | 1,641,832 | ||||||||||||||||||||||||||||||||
| |
2022 |
486,352 | — | — | 170,192 | 761,912 | 67,995 | 1,486,451 | ||||||||||||||||||||||||||||||||
| John A. Genovesi | 2024 | 472,500 | — | 600,012 | 600,003 | 495,644 | 48,475 | 2,216,634 | ||||||||||||||||||||||||||||||||
| Executive Vice President and President, Software & Advisory | ||||||||||||||||||||||||||||||||||||||||
| (1) | Effective as of January 1, 2025, Ms. Schjøtz’s title was changed to Executive Vice President and Chief Operations and Sustainability Officer. |
| (2) | Ms. Schjøtz’s base salary was paid in Danish krone and has been converted to U.S. dollars using the average exchange rate during the 2024 fiscal year, or 0.1451. This amount also includes $29,874 paid for holiday allowances. |
| 48 | 2025 Proxy Statement
|
||
Table of Contents
EXECUTIVE COMPENSATION
| (3) | Amounts in this column reflect the aggregate grant date fair value under FASB ASC Topic 718 of PSUs based on the probable outcome of the performance conditions (i.e., at target levels of achievement) and RSUs granted to the NEOs under the 2024 LTIP, with a grant date of May 1, 2024 with the following grant date fair values: |
| Name | PSU Award Value at |
RSU Award Value ($) | ||||||||
| Jennifer F. Scanlon | $ | 4,400,231 | $ | 2,199,767 | ||||||
| Ryan D. Robinson | $ | 1,000,056 | $ | 499,958 | ||||||
| Weifang Zhou | $ | 966,704 | $ | 483,300 | ||||||
| Gitte Schjøtz | $ | 566,696 | $ | 283,296 | ||||||
| John A. Genovesi | $ | 400,043 | $ | 199,969 | ||||||
| The PSU awards have a potential payout ranging from 0% to 200% of the target amount. The grant date fair values of the maximum possible payout with respect to the 2024 PSU awards are as follows: Ms. Scanlon, $8,800,462; Mr. Robinson, $2,000,112; Mr. Zhou, $1,933,408; Ms. Schjøtz, $1,133,392; and Mr. Genovesi, $800,086. For a discussion of the assumptions used to calculate the value of the PSU and RSU awards, see Note 18 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |
| (4) | Amounts in this column reflect the aggregate grant date fair value under FASB ASC Topic 718 of NSOs granted to the NEOs under the 2024 LTIP. As described in the CD&A, the NEOs were each issued a special, one-time IPO Growth Grant with a grant date of April 12, 2024. For a discussion of the assumptions used to calculate the value of these NSO awards, see Note 18 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |
| (5) | Amounts in this column include (i) payouts under the 2024 AEIP, and (ii) amounts earned pursuant to 2022 Performance Cash awards based on achievement over the 2022-2024 performance period, as determined by the HCC Committee on February 11, 2025. The 2022 Performance Cash awards for all NEOs vested on April 1, 2025 and will be settled in shares of our Class A common stock. |
| Name | 2024 AEIP ($) |
2022 Performance ($) |
Total ($) | ||||||||||||
| Jennifer F. Scanlon | 1,500,000 | 2,303,400 | 3,803,400 | ||||||||||||
| Ryan D. Robinson | 611,910 | 484,238 | 1,096,148 | ||||||||||||
| Weifang Zhou | 653,184 | 497,325 | 1,150,509 | ||||||||||||
| Gitte Schjøtz | 401,387 | 340,275 | 741,662 | ||||||||||||
| John A. Genovesi | 175,728 | 319,916 | 495,644 | ||||||||||||
| (6) | The following table presents an itemized account of the amounts shown in the All Other Compensation column for each NEO in 2024: |
| Name | Company ($) |
Car ($) |
Other ($) |
Total ($) | ||||||||||||||||
| Jennifer F. Scanlon | 57,275 | — | 23,329 | 80,604 | ||||||||||||||||
| Ryan D. Robinson | 41,675 | — | 18,000 | 59,675 | ||||||||||||||||
| Weifang Zhou | 41,675 | — | 23,770 | 65,445 | ||||||||||||||||
| Gitte Schjøtz | 51,803 | 21,681 | 7,815 | 81,299 | ||||||||||||||||
| John A. Genovesi | 30,475 | — | 18,000 | 48,475 | ||||||||||||||||
| (a) | This amount represents aggregate Company contributions to (i) the UL Financial Security Plan (the “Financial Security Plan”) and (ii) the UL Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) on behalf of Ms. Scanlon and Messrs. Robinson and Zhou. On behalf of Ms. Schjøtz, we made contributions to the mandatory pension scheme in Denmark. These contributions were made in Danish krone and have been converted to U.S. dollars using the average exchange rate during that period, or 0.1451. |
| (b) | For Ms. Schjøtz, this amount includes automobile allowances or leasing and has been converted from Danish krone to U.S. dollars using the average exchange rate during that period, or 0.1451. |
| (c) | This amount represents the annual executive allowance of $18,000 for U.S. NEOs and, in the case of Ms. Scanlon and Mr. Zhou, Company-provided executive physicals. For Ms. Schjøtz, this amount includes home communication services in Denmark and tax preparation related to a foreign assignment and has been converted from Danish krone to U.S. dollars using the average exchange rate during that period, or 0.1451. |
| 2025 Proxy Statement | 49
| ||
Table of Contents
EXECUTIVE COMPENSATION
Employment Agreements and Offer Letters
As described in the CD&A, we previously entered into an employment agreement or offer letter with each NEO that established their initial base salaries and, in certain cases, initial annual bonus targets and long-term incentive opportunities. The HCC Committee annually reevaluates each of these elements of compensation. The NEOs’ base salaries have been increased pursuant to Committee decisions since the initial employment agreements and offer letters were entered into. Consistent with the employment agreements and offer letters, target incentive awards are established annually by the HCC Committee pursuant to its philosophy and objectives for our executive compensation program, as described in the CD&A. Ms. Scanlon’s employment agreement provides severance protection in addition to her rights under the Executive Severance Plan. These additional severance rights are described in the “Post-Employment Provisions” section of the CD&A and quantified in the “Severance and Change in Control Arrangements” subsection below.
2024 Grants of Plan-Based Awards
The table below provides additional information about plan-based compensation disclosed in the CD&A and the Summary Compensation Table.
| • | The HCC Committee approved short-term cash award incentives to our NEOs under the AEIP. |
| • | The HCC Committee approved long-term incentive awards with a grant date of May 1, 2024, consisting of PSUs to be earned over the 2024-2026 performance period and RSUs under the 2024 LTIP. |
| • | Additionally, the HCC Committee approved the IPO Growth Grant (as described above), a one-time, special grant of NSOs. |
AEIP awards are settled in cash, and PSU, RSU and NSO awards are settled in shares of our Class A common stock.
2024 AEIP Awards
The HCC Committee established threshold, target and maximum award levels for 2024 AEIP awards for the NEOs. Upon completion of the performance period (i.e., the 2024 fiscal year), the HCC Committee approved award amounts based on the level of achievement versus the pre-established performance metrics.
Generally, an NEO must be employed on the payment date to receive an AEIP payout, subject to certain exceptions in the case of death, disability or retirement. A participant who terminates employment due to death, disability or retirement prior to the date awards are paid shall be eligible to receive a pro-rated award based on the number of full calendar months the participant was employed during the performance period relative to the number of full calendar months in the annual performance period, assuming performance at the established target level for each respective performance measure. Under AEIP, “retirement” means a voluntary termination of employment (other than for cause) after the date on which both (i) an employee has attained the age of 55 and completed at least five continuous years of service as an employee and (ii) the sum of his or her age and years of continuous service is at least 70.
2024 LTIP Awards
The HCC Committee established threshold, target and maximum payout levels for the 2024-2026 performance period for PSU awards granted to the NEOs in 2024. Upon completion of the performance period, the HCC Committee will approve award amounts based on the level of achievement versus the pre-established performance metrics. The PSUs will vest in a three-year cliff, generally subject to continued employment through end of performance period. However, in the event that an NEO incurs a termination of service due to his or her retirement (as defined below for the 2024 LTIP awards) before the vesting date, outstanding and unvested PSUs continue to vest according to the original vesting schedule. The PSUs include a right to dividend equivalents equal to the value of any dividends paid on our Class A common stock for which the dividend record date occurs between the grant date and the date on which the PSUs are settled or forfeited. Subject to vesting, each dividend equivalent entitles participant to receive additional PSUs equivalent to the cash value of any such dividends paid on the
| 50 | 2025 Proxy Statement
|
||
Table of Contents
EXECUTIVE COMPENSATION
number of shares underlying the PSUs that are outstanding during such period. Dividend equivalents will be accrued and will be subject to the same conditions as the PSUs to which they are attributable, including, without limitation, the vesting conditions and the provisions governing the time and form of settlement of the PSUs.
The RSU awards granted to the NEOs in 2024 vest in equal installments on the first three anniversaries of the grant date, generally subject to continued employment. However, in the event that an NEO incurs a termination of service due to his or her retirement (as defined below for 2024 LTIP awards) before the vesting date, outstanding and unvested RSUs continue to vest according to the original vesting date. RSUs include a right to dividend equivalents equal to the value of any dividends paid on our Class A common stock for which the dividend record date occurs between the grant date and the date the RSUs are settled or forfeited. Subject to vesting, each dividend equivalent entitles participant to receive additional RSUs equivalent to the cash value of any such dividends paid on the number of shares underlying the RSUs that are outstanding during such vesting period. Dividend equivalents will be accrued and will be subject to the same conditions as the RSUs to which they are attributable, including, without limitation, the vesting conditions and the provisions governing the time and form of settlement of the PSUs.
Under the terms of the LTIP, “retirement” means a voluntary termination of service after the date on which both (i) an employee has attained the age of 55 and completed at least five continuous years of service as an employee and (ii) the sum of his or her age and years of continuous service is at least 70 and upon required prior notice to the Company.
The NEOs were also granted NSOs on April 12, 2024 as an IPO Growth Grant (as described in the CD&A above), in recognition of the successful IPO. The NSOs will vest in a three-year cliff on the third anniversary of the grant date, generally subject to continued employment, and have an expiration date of April 12, 2034. In the event of an NEO’s termination of service due to his or her death or disability before the vesting date, a prorated portion of the NSOs will immediately vest based on the number of completed months during the 36-month vesting period. The remainder of the NSOs will remain unvested and be immediately forfeited.
| Name | Grant Date | Date of Committee Approval of Award |
Award Type |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise Price of Option Awards(3) ($/Sh) |
Grant Date Fair Value of Stock and Option Awards ($) |
|||||||||||||||||||||||||||||||||||||||||||||
| Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
|||||||||||||||||||||||||||||||||||||||||||||||||
| Jennifer F. Scanlon | AEIP | 682,500 | 1,365,000 | 2,730,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 2/20/2024 | PSUs | (4) | 31,566 | 126,262 | 252,524 | 4,400,231 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 2/20/2024 | RSUs | (5) | 63,121 | 2,199,767 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 4/12/2024 | 11/8/2023 | NSOs | (6) | 841,837 | 28.00 | 6,600,002 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Ryan D. Robinson | AEIP | 292,500 | 585,000 | 1,170,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 2/20/2024 | PSUs | (4) | 7,174 | 28,696 | 57,392 | 1,000,056 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 2/20/2024 | RSUs | (5) | 14,346 | 499,958 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 4/12/2024 | 11/8/2023 | NSOs | (6) | 191,327 | 28.00 | 1,500,004 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Weifang Zhou | AEIP | 141,750 | 567,000 | 1,134,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 2/20/2024 | PSUs | (4) | 6,935 | 27,739 | 55,478 | 966,704 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 2/20/2024 | RSUs | (5) | 13,868 | 483,300 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 4/12/2024 | 11/8/2023 | NSOs | (6) | 184,949 | 28.00 | 1,450,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 Proxy Statement | 51
| ||
Table of Contents
EXECUTIVE COMPENSATION
| Name | Grant Date | Date of Committee Approval of Award |
Award Type |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise Price of Option Awards(3) ($/Sh) |
Grant Date Fair Value of Option Awards ($) |
|||||||||||||||||||||||||||||||||||||||||||||
| Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
|||||||||||||||||||||||||||||||||||||||||||||||||
| Gitte Schjøtz | AEIP | 87,107 | 348,426 | 696,852 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 2/20/2024 | PSUs | (4) | 4,065 | 16,261 | 32,522 | 566,696 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 2/20/2024 | RSUs | (5) | 8,129 | 283,296 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 4/12/2024 | 11/8/2023 | NSOs | (6) | 108,418 | 28.00 | 849,997 | ||||||||||||||||||||||||||||||||||||||||||||||||
| John A. Genovesi | AEIP | 84,000 | 336,000 | 672,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 2/20/2024 | PSUs | (4) | 2,870 | 11,479 | 22,958 | 400,043 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 2/20/2024 | RSUs | (5) | 5,738 | 199,969 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 4/12/2024 | 11/8/2023 | NSOs | (6) | 76,531 | 28.00 | 600,003 | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | This column shows the threshold, target and maximum payouts for 2024 AEIP awards. Each NEO’s opportunity under AEIP is a range of 0% to 200% of target. The “Target” column reflects amounts that would be paid under the AEIP if the Company performance factor and segment performance factor, as applicable, for 2024 were each achieved at 100%. The “Threshold” column reflects the portion of each NEO’s AEIP award that would be paid if the Company performance factor was achieved at the minimum level (below which, no portion of the awards attributable to that factor would be payable). In the case of Mr. Zhou, Ms. Schjøtz and Mr. Genovesi, the “Threshold” column also reflects the portion of their AEIP awards that would be paid if the segment performance factor, as applicable, was achieved at the minimum level (below which, no portion of the award attributable to that factor would be payable) and the Company performance factor was not achieved at the minimum level. The “Maximum” column reflects amounts that would be paid under the AEIP if the Company performance factor and segment performance factor, as applicable, were each achieved at the maximum level, capped at 200% of Target. See the Non-Equity Incentive Plan Compensation column in the 2024 Summary Compensation Table for the NEOs’ actual payout amounts under the AEIP for the 2024 fiscal year. |
| (2) | This column shows the threshold, target and maximum payouts for 2024 PSU awards, covering the 2024-2026 performance period. The “Target” column reflects the number of shares of our Class A common stock that would be delivered to the NEO if the two performance factors for the cumulative performance period were each achieved at 100%. The “Threshold” column reflects the number of shares of our Class A common stock that would be delivered to the NEO if the one of the two performance factors was achieved at the minimum level (below which, no shares of Class A common stock would be deliverable) and the other performance factor was not achieved at or above the minimum level. The “Maximum” column reflects the number of shares of our Class A common stock that would be delivered to the NEO if the two performance factors were each achieved at the maximum level, capped at 200% of Target. |
| (3) | The exercise price shown in this column is the IPO offering price per share of our Class A common stock. |
| (4) | PSU awards will vest at the end of the performance period, generally subject to continued employment and based on achievement versus the cumulative performance factors (as described in footnote 2). |
| (5) | RSU awards will vest in equal installments on each of May 1, 2025, May 1, 2026 and May 1, 2027, generally subject to continued employment. |
| (6) | IPO Growth Grant NSO awards will vest in a cliff on April 12, 2027, generally subject to continued employment, and have an expiration date of April 12, 2034. |
| 52 | 2025 Proxy Statement
|
||
Table of Contents
EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal Year-End 2024
The table below shows each NEO’s SARs and NSOs that are unexercised and outstanding, and PSUs and RSUs that are unvested, as of December 31, 2024.
| Number of Securities Underlying Unexercised Options(2) |
Option ($)(3) |
Option Expiration Date |
Number of (#) |
Market Value of That Have ($) |
Equity Incentive Plan Awards: or Other Rights Not Vested(6) (#) |
Equity Incentive Plan Awards: of Unearned or Other Rights ($) |
||||||||||||||||||||||||||||||||
| Name | Grant Date | Award Type |
Exercisable (#) |
Unexercisable (#) |
||||||||||||||||||||||||||||||||||
| Jennifer F. Scanlon | 1/1/2021 | SARs | (1) | 131,212 | — | 13.15 | 4/1/2025 | |||||||||||||||||||||||||||||||
| 3/1/2021 | SARs | (1) | 145,130 | — | 13.15 | 3/1/2026 | ||||||||||||||||||||||||||||||||
| 4/1/2022 | SARs | (1) | — | 133,112 | 30.06 | 4/1/2027 | ||||||||||||||||||||||||||||||||
| 4/1/2023 | SARs | (1) | — | 148,396 | 28.34 | 4/1/2028 | ||||||||||||||||||||||||||||||||
| 4/12/2024 | NSOs | 841,837 | 28.00 | 4/12/2034 | ||||||||||||||||||||||||||||||||||
| 5/1/2024 | RSUs | 63,624 | 3,173,565 | |||||||||||||||||||||||||||||||||||
| 5/1/2024 | PSUs | 127,270 | 6,348,228 | |||||||||||||||||||||||||||||||||||
| Ryan D. Robinson | 1/1/2021 | SARs | (1) | 31,810 | — | 13.15 | 4/1/2025 | |||||||||||||||||||||||||||||||
| 3/1/2021 | SARs | (1) | 32,604 | — | 13.15 | 3/1/2026 | ||||||||||||||||||||||||||||||||
| 4/1/2022 | SARs | (1) | — | 27,984 | 30.06 | 4/1/2027 | ||||||||||||||||||||||||||||||||
| 4/1/2023 | SARs | (1) | — | 35,104 | 28.34 | 4/1/2028 | ||||||||||||||||||||||||||||||||
| 4/12/2024 | NSOs | — | 191,327 | 28.00 | 4/12/2034 | |||||||||||||||||||||||||||||||||
| 5/1/2024 | RSUs | 14,459 | 721,215 | |||||||||||||||||||||||||||||||||||
| 5/1/2024 | PSUs | 28,923 | 1,442,679 | |||||||||||||||||||||||||||||||||||
| Weifang Zhou | 1/1/2021 | SARs | (1) | 26,838 | — | 13.15 | 4/1/2025 | |||||||||||||||||||||||||||||||
| 3/1/2021 | SARs | (1) | 33,798 | — | 13.15 | 3/1/2026 | ||||||||||||||||||||||||||||||||
| 4/1/2022 | SARs | (1) | — | 28,740 | 30.06 | 4/1/2027 | ||||||||||||||||||||||||||||||||
| 4/1/2023 | SARs | (1) | — | 35,104 | 28.34 | 4/1/2028 | ||||||||||||||||||||||||||||||||
| 4/12/2024 | NSOs | — | 184,949 | 28.00 | 4/1/2034 | |||||||||||||||||||||||||||||||||
| 5/1/2024 | RSUs | 13,977 | 697,173 | |||||||||||||||||||||||||||||||||||
| 5/1/2024 | PSUs | 27,958 | 1,394,545 | |||||||||||||||||||||||||||||||||||
| Gitte Schjøtz | 4/1/2022 | SARs | (1) | — | 19,664 | 30.06 | 4/1/2027 | |||||||||||||||||||||||||||||||
| 4/1/2023 | SARs | (1) | — | 22,340 | 28.34 | 4/1/2028 | ||||||||||||||||||||||||||||||||
| 4/12/2024 | NSOs | — | 108,418 | 28.00 | 4/12/2034 | |||||||||||||||||||||||||||||||||
| 5/1/2024 | RSUs | 8,192 | 408,617 | |||||||||||||||||||||||||||||||||||
| 5/1/2024 | PSUs | 16,390 | 817,533 | |||||||||||||||||||||||||||||||||||
| John A. Genovesi | 4/1/2023 | SARs | (1) | — | 17,552 | 28.34 | 4/1/2028 | |||||||||||||||||||||||||||||||
| 4/12/2024 | NSOs | — | 76,531 | 28.00 | 4/12/2034 | |||||||||||||||||||||||||||||||||
| 5/1/2024 | RSUs | 5,782 | 288,406 | |||||||||||||||||||||||||||||||||||
| 5/1/2024 | PSUs | 11,569 | 577,062 | |||||||||||||||||||||||||||||||||||
| 2025 Proxy Statement | 53
| ||
Table of Contents
EXECUTIVE COMPENSATION
| (1) | The Pre-IPO LTIP and the NEOs’ CSAR award agreements were amended, effective as of the IPO date, to convert outstanding vested and unvested CSARs to the same number of SARs. Upon exercise, an NEO receives a number of shares of our Class A common stock equal to the spread between the fair market value thereof on the exercise date, and the base price. |
| (2) | All unexercisable SARs and NSOs become fully vested and exercisable on the third anniversary of the grant date. SARs and NSOs remain exercisable through the applicable expiration dates shown in the table. |
| (3) | Amounts reported in this column represent the base price of each outstanding SAR award and the exercise price of each outstanding NSO award as of December 31, 2024. |
| (4) | This column represents each NEO’s unvested RSUs, including dividend equivalents credited in the form of additional RSUs. RSUs reported in this column will vest in equal installments on each of the first three anniversaries of the grant date shown in the table. |
| (5) | Amounts reported in this column represent each NEO’s unvested RSUs, including dividend equivalents credited in the form of additional RSUs, multiplied by $49.88 (the closing price of our Class A common stock on the NYSE on December 31, 2024, the last trading day of the year). |
| (6) | This column represents each NEO’s unvested PSUs assuming payout at the target level, including dividend equivalents credited in the form of additional PSUs. PSUs reported in this column will vest at the end of the performance period. |
| (7) | Amounts reported in this column represent each NEO’s unvested PSUs, including dividend equivalents credited in the form of additional PSUs, assuming payout at the target level, multiplied by $49.88 (the closing price of our Class A common stock on the NYSE on December 31, 2024, the last trading day of the year). |
SAR and CSAR Exercises in 2024
The following table shows information regarding the number of SAR and CSAR awards exercised during 2024 and the value realized by the respective NEOs upon exercise. As described in the 2024 Grants of Plan-Based Awards table above, each SAR or CSAR has a value equivalent to one share of our Class A common stock and were settled in either shares of such stock in the case of SARs or cash in the case of CSARs.
| Option Awards | ||||||||||
| Name | Number of (#) |
Value ($) | ||||||||
| Jennifer F. Scanlon | 42,974 | (1) | 992,270 | |||||||
| Ryan D. Robinson | 90,582 | (1) | 3,779,987 | |||||||
| Weifang Zhou | 77,528 | (2) | 1,713,369 | |||||||
| Gitte Schjøtz | 115,674 | (3) | 3,752,043 | |||||||
| John A. Genovesi | — | — | ||||||||
| (1) | The number of shares reported for Ms. Scanlon and Mr. Robinson represents the number of SARs that each NEO exercised in 2024, which were settled in shares of our Class A common stock. |
| (2) | The number of shares reported for Mr. Zhou represents the number of CSARs that he exercised in 2024, which were settled in cash. |
| (3) | The number of shares reported for Ms. Schjøtz represents 74,782 SARs that she exercised in 2024, which were settled in shares of our Class A common stock, and 40,892 CSARs that she exercised in 2024, which were settled in cash. |
| (4) | This column represents (i) the pre-tax difference between the fair market value of one share of Company common stock on the exercise date and the base price of one CSAR or SAR, as applicable, multiplied by (ii) number of the CSARs or SARs exercised by the respective NEO. |
2024 Nonqualified Deferred Compensation
Our U.S.-based NEOs are eligible to participate in the Deferred Compensation Plan, a nonqualified defined contribution plan, upon designation by the HCC Committee. NEOs working in non-U.S. locations do not have a deferred compensation opportunity apart from statutorily required retirement benefits.
The Deferred Compensation Plan is designed to make participants whole for employer nonelective contributions that are subject to certain statutory limits under the Financial Security Plan, our tax qualified defined contribution plan. Specifically, each year, eligible NEOs receive credits under the Deferred Compensation Plan equal to the nonelective contributions (4% of base salary) that would have been due under the Financial Security Plan with respect to the prior completed plan year but for the annual Code Section 415 limit and the annual limit on eligible compensation under Code Section 401(a)(17). The account balance of each participating NEO under the Deferred Compensation Plan is credited with earnings or
| 54 | 2025 Proxy Statement
|
||
Table of Contents
EXECUTIVE COMPENSATION
losses based on the rate of return of the default investment option under the Financial Security Plan. An NEO may change his or her investment elections under the Deferred Compensation Plan at any time.
Amounts credited to Deferred Compensation Plan accounts vest in 25% increments on each of the second through fifth anniversaries of an NEO’s date of hire with us and are payable in a single lump sum as soon as administratively feasible after the earliest of (i) an NEO’s termination of employment, (ii) January 1 of the year in which the NEO attains age 701⁄2, or (iii) the NEO’s death.
| Name | Executive ($) |
Registrant ($) |
Aggregate ($) |
Aggregate ($) |
Aggregate ($) | ||||||||||||||||||||
| Jennifer F. Scanlon | — | 26,800 | 11,724 | — | 143,246 | ||||||||||||||||||||
| Ryan D. Robinson | — | 11,200 | 8,415 | — | 98,912 | ||||||||||||||||||||
| Weifang Zhou | — | 11,200 | 8,084 | — | 95,117 | ||||||||||||||||||||
| (1) | This represents the Company nonelective contributions made by us to each NEO under the Deferred Compensation Plan. These amounts are also reflected in the All Other Compensation column of the 2024 Summary Compensation Table. |
| (2) | The aggregate earnings (and losses) are not reported in the 2024 Summary Compensation Table as they do not represent above market preferential earnings. |
| (3) | As of the end of the fiscal year ending on December 31, 2023, Ms. Scanlon, Mr. Robinson and Mr. Zhou, respectively, had account balances under the Deferred Compensation Plan of $104,722, $79,297 and $75,833. |
Severance and Change in Control Arrangements
Executive Severance Plan
Key members of our leadership team, including all of the NEOs, participate in the UL Inc. Executive Regular and Change in Control Severance Plan (the “Executive Severance Plan”). Each of the NEOs has executed an Acceptance Agreement adopting the Executive Severance Plan. Severance benefits for Messrs. Robinson, Zhou and Genovesi and Ms. Schjøtz are available exclusively pursuant to the Executive Severance Plan.
The Executive Severance Plan provides two schedules of benefits—one for participants whose employment is terminated involuntarily without Cause (as defined in the Executive Severance Plan), outside of a Protection Period, and one for participants whose employment is terminated either involuntarily without Cause, or by resignation for Good Reason (as defined in the Executive Severance Plan), during a Protection Period. For purposes of the Executive Severance Plan, a “Protection Period” is the 24 month period beginning on the date of a Change in Control (as defined therein).
Participants in the Executive Severance Plan are assigned to either “Tier 1” or “Tier 2.” At present, Ms. Scanlon is the only Tier 1 participant; all of the other NEOs are Tier 2. If terminated involuntarily without Cause outside of a Protection Period, a participant receives:
| • | In the case of a Tier 1 participant, 1.75 times the sum of the participant’s base salary and target AEIP bonus for the year in which termination occurs, paid in installments over a 21-month “Severance Period.” |
| • | In the case of a Tier 2 participant, the sum of the participant’s base salary and target AEIP bonus for the year in which termination occurs, paid in installments over a 12-month Severance Period. |
| • | If employed for at least six months of the applicable performance year, a pro-rata share of the participant’s AEIP bonus for such year, based on the extent to which performance goals are met and paid at the same time as payments are made to active employees. |
| • | Continued health and welfare plan coverage at active employee rates for the lesser of (i) the Severance Period, or (ii) the participant’s COBRA continuation period up to 18 months, or if earlier, until the participant becomes covered by a new employer’s health plan. |
| • | Senior level executive outplacement services for the Severance Period. |
| 2025 Proxy Statement | 55
| ||
Table of Contents
EXECUTIVE COMPENSATION
If terminated either involuntarily without Cause, or by resignation for Good Reason, during a Protection Period, a participant receives:
| • | In the case of a Tier 1 participant, two times the sum of the participant’s base salary and target AEIP bonus for the year in which termination occurs, paid in a lump sum. |
| • | In the case of a Tier 2 participant, 1.25 times the sum of the participant’s base salary and target AEIP bonus for the year in which termination occurs, paid in a lump sum. |
| • | A pro-rata share of the participant’s AEIP bonus for the performance year in which the termination occurs, based on the extent to which performance goals are met and paid at the same time as payments are made to active employees. |
| • | Continued health and welfare plan coverage at active employee rates for the lesser of (i) the Severance Period (i.e., 21 months for Tier 1 participants and 12 months for Tier 2 participants) or (ii) the participant’s COBRA continuation period up to 18 months, or if earlier, until the participant becomes covered by a new employer’s health plan. |
| • | Senior level executive outplacement services for the Severance Period. |
In order to receive benefits, participants must waive certain claims against us. Participants are also subject to non-compete, non-solicitation and other restrictive covenants. The Executive Severance Plan is subject to amendment or termination by the HCC Committee, subject to restrictions and circumstances in which participant approval is required.
The Executive Severance Plan does not provide any special treatment for outstanding Pre-IPO LTIP or 2024 LTIP awards. The form of Performance Cash award for the 2022-2024 and 2023-2025 performance cycles under the Pre-IPO LTIP provides that a participant generally must remain employed until the end of the vesting period in order to receive any payment, with exceptions for termination by reason of death, disability or retirement. Unvested SAR and CSAR awards are forfeited if the participant terminates prior to the end of the 36-month vesting period, with exceptions for termination by reason of death, disability, or retirement. The Pre-IPO LTIP does not provide enhanced rights for participants in the event of a change in control, but it provides the HCC Committee with discretion to substitute or cash out outstanding Pre-IPO LTIP awards upon the occurrence of a “corporate transaction event,” which includes a change in control.
Similarly, as described above, the forms of PSU and RSU awards under the 2024 LTIP provide that a participant generally must remain employed until the end of the vesting period in order to receive any payment, with exceptions for termination by reason of death, disability or retirement. In the event of a change in control during the first 12 months of the performance period, PSUs will be converted to a number of RSUs based on an assumption of achievement of the performance metrics at the applicable target levels, and such RSUs will continue to vest according to the original PSU vesting schedule, subject to assumption of the award by the surviving entity and the participant’s continued employment. In the event of a change in control after the first 12 months of the performance period, PSUs will be converted to a number of RSUs based on actual achievement of the performance metrics versus target over the cumulative performance period through the change in control date, and such RSUs will continue to vest according to the original PSU vesting schedule, subject to assumption of the award by the surviving entity and the participant’s continued employment. Upon the occurrence of a change in control, RSUs will continue to vest according to their original schedule, subject to assumption of the award by the surviving entity and the participant’s continued employment.
Ms. Scanlon’s Employment Agreement
Ms. Scanlon is party to an employment agreement dated August 21, 2019, which provides for her to receive severance benefits upon her termination without Cause or for Good Reason (each, as defined therein). At the time that the agreement was entered into, the Executive Severance Plan was under consideration but had not yet been adopted, and Ms. Scanlon’s agreement provides that if the Executive Severance Plan is in effect at the time of termination, then her severance would be determined under the Executive Severance Plan to the extent the terms of the Executive Severance Plan are not less favorable than her employment agreement. Ms. Scanlon’s employment agreement currently provides enhanced severance protection in the following material respects:
| • | Severance pay would be paid in a lump sum, rather than installments, regardless of whether the termination occurs during or outside of a Protection Period; |
| 56 | 2025 Proxy Statement
|
||
Table of Contents
EXECUTIVE COMPENSATION
| • | Under the employment agreement, Ms. Scanlon would be entitled to severance pay if she resigns for Good Reason, even outside of a Protection Period; |
| • | She is entitled to receive any AEIP payout earned in the year prior to termination but not yet paid; and |
| • | She is entitled to continued health and welfare plan coverage at active employee rates for up to (i) 21 months in the event of a termination without Cause or resignation for Good Reason outside of a Protection Period, and (ii) 24 months in the event of a termination without Cause or resignation for Good Reason during a Protection Period. |
Benefits Due Upon Termination Other Than Within Two Years After a Change in Control
The table below estimates the benefits potentially payable to each NEO as a result of his or her termination of employment on December 31, 2024, other than within 24 months after a change in control of the Company.
| Severance ($) |
2024 AEIP ($) |
Performance ($) |
SARs(4) ($) |
Option ($) |
Performance Share Units(6) ($) |
RSUs(7) ($) |
All Other ($) |
Total Post- ($) |
||||||||||||||||||||||||||||
| Jennifer F. Scanlon | ||||||||||||||||||||||||||||||||||||
| Company Initiated Termination Without Cause |
4,226,250 | (9) | 1,500,000 | — | — | 72,403 | 5,798,653 | |||||||||||||||||||||||||||||
| Executive Initiated Termination for Good Reason |
4,226,250 | (10) | 1,500,000 | — | — | 72,403 | 5,798,653 | |||||||||||||||||||||||||||||
| Executive Initiated Termination Other Than for Good Reason |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Death or Disability |
— | 1,365,000 | 5,790,900 | (12) | 5,834,730 | (13) | 4,089,105 | (18) | 6,348,228 | (19) | 3,173,565 | (20) | — | 26,601,528 | ||||||||||||||||||||||
| Ryan D. Robinson | ||||||||||||||||||||||||||||||||||||
| Company Initiated Termination Without Cause |
1,235,000 | (11) | 611,910 | — | — | 58,269 | 1,905,179 | |||||||||||||||||||||||||||||
| Executive Initiated Termination for Good Reason |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Executive Initiated Termination Other Than for Good Reason |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Death or Disability |
— | 585,000 | 1,309,238 | (12) | 1,310,783 | (13) | 929,344 | (18) | 1,442,679 | (19) | 721,215 | (20) | — | 6,298,259 | ||||||||||||||||||||||
| Weifang Zhou | ||||||||||||||||||||||||||||||||||||
| Company Initiated Termination Without Cause |
1,197,000 | (11) | 653,184 | — | — | — | — | — | 58,269 | 1,908,453 | ||||||||||||||||||||||||||
| Executive Initiated Termination for Good Reason |
— | 567,000 | (15) | 937,131 | (16) | 631,798 | (17) | — | 1,394,545 | (21) | 697,173 | (22) | — | 4,227,647 | ||||||||||||||||||||||
| Executive Initiated Termination Other Than for Good Reason |
— | 567,000 | (15) | 937,131 | (16) | 631,798 | (17) | — | 1,394,545 | (21) | 697,173 | (22) | — | 4,227,647 | ||||||||||||||||||||||
| Death or Disability |
— | 567,000 | 1,322,325 | (12) | 1,325,767 | (13) | 898,364 | (18) | 1,394,545 | (19) | 697,173 | (20) | — | 6,205,174 | ||||||||||||||||||||||
| 2025 Proxy Statement | 57
| ||
Table of Contents
EXECUTIVE COMPENSATION
| Severance ($) |
2024 AEIP ($) |
Performance ($) |
SARs(4) ($) |
Option ($) |
Performance Share Units(6) ($) |
RSUs(7) ($) |
All Other ($) |
Total Post- ($) |
||||||||||||||||||||||||||||
| Gitte Schjøtz | ||||||||||||||||||||||||||||||||||||
| Company Initiated Termination Without Cause |
846,177 | (11)(14) | 401,387 | (14) | — | — | — | — | — | 58,269 | 1,305,833 | |||||||||||||||||||||||||
| Executive Initiated Termination for Good Reason |
— | — | 618,169 | (16) | 420,228 | (17) | — | — | — | — | 1,038,397 | |||||||||||||||||||||||||
| Executive Initiated Termination Other Than for Good Reason |
— | — | 618,169 | (16) | 420,228 | (17) | — | — | — | — | 1,038,397 | |||||||||||||||||||||||||
| Death or Disability |
— | 348,426 | 865,275 | (12) | 870,944 | (13) | 526,625 | (18) | 817,533 | (19) | 408,617 | (20) | — | 3,837,420 | ||||||||||||||||||||||
| John A. Genovesi | ||||||||||||||||||||||||||||||||||||
| Company Initiated Termination Without Cause |
816,000 | (11) | 175,728 | — | — | — | — | — | 49,848 | 1,041,576 | ||||||||||||||||||||||||||
| Executive Initiated Termination for Good Reason |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Executive Initiated Termination Other Than for Good Reason |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Death or Disability |
— | 336,000 | 732,416 | (12) | 378,070 | (13) | 371,739 | (18) | 577,062 | (19) | 288,406 | (20) | — | 2,683,693 | ||||||||||||||||||||||
| (1) | For all NEOs, this represents the amount of cash severance payable pursuant to the Executive Severance Plan in the event of a termination without “cause” (as defined in the Executive Severance Plan). For Ms. Scanlon, this also represents the amount of cash severance payable pursuant to her employment agreement in the event of a resignation for “good reason” (as defined in her employment agreement). |
| (2) | This column represents a pro-rata share of the actual 2024 AEIP bonus that each NEO would have earned, payable at the same time as bonuses are paid to other active employees, in the event of a termination without “cause” (as defined in the Executive Severance Plan) and, in the case of Ms. Scanlon, a resignation for “good reason” (as defined in her employment agreement). This column also represents a pro-rata share of the target 2024 AEIP bonus that each NEO would have earned, payable at the same time as bonuses are paid to other active employees, if he or she had terminated employment due to death or “disability” (as defined in the AEIP). |
| (3) | This amount represents the value of unvested Performance Cash awards that vest and become payable under the Pre-IPO LTIP. |
| (4) | This amount represents the value of unvested SARs that vest and become exercisable under the Pre-IPO LTIP, and is based on the difference between the $49.88 closing price per share of our Class A common stock on the NYSE on December 31, 2024 and the base price of the SARs, multiplied by the number of SARs for which vesting would be accelerated. |
| (5) | This amount represents the value of unvested NSOs that vest and become exercisable under the 2024 LTIP, and is based on the difference between the $49.88 closing price per share of our Class A common stock on the NYSE on December 31, 2024 and the exercise price of the NSOs, multiplied by the number of NSOs for which vesting would be accelerated. |
| (6) | This amount represents the value of unvested PSUs that vest and become exercisable under the 2024 LTIP, and is based on the $49.88 closing price per share of our Class A common stock on the NYSE on December 31, 2024, multiplied by the number of units accelerated. |
| (7) | This amount represents the value of unvested RSUs that vest and become exercisable under the 2024 LTIP, and is based on the $49.88 closing price per share of our Class A common stock on the NYSE on December 31, 2024, multiplied by the number of units accelerated. |
| (8) | For Ms. Scanlon, this amount includes the value of 18 months of continued health and welfare plan coverage at active employee rates, provided pursuant to the Executive Severance Plan. For Messrs. Robinson, Zhou and Genovesi, the amount in this column includes the value of 12 months of continued health and welfare plan coverage at active employee rates, provided pursuant to the Executive Severance Plan. In the case of Ms. Schjøtz, this amount represents the subsidy that would be provided with respect to her costs under health and welfare plans, programs and arrangements in Denmark. The amount in this column also includes the value of the senior level executive outplacement services that would be provided to Ms. Scanlon pursuant to the Executive Severance Plan or her employment agreement, as applicable, and to each other NEO pursuant to the Executive Severance Plan. |
| (9) | As a Tier I participant in the Executive Severance Plan, Ms. Scanlon would be entitled to 1.75 times the sum of her 2024 base salary and target AEIP bonus. This amount would be paid in a lump sum pursuant to her employment agreement. |
| 58 | 2025 Proxy Statement
|
||
Table of Contents
EXECUTIVE COMPENSATION
| (10) | Ms. Scanlon would be entitled to 1.75 times the sum of her 2024 base salary and target AEIP bonus. This amount would be paid in a lump sum pursuant to her employment agreement. |
| (11) | As a Tier II participant in the Executive Severance Plan, each NEO other than Ms. Scanlon would be entitled to 1.00 times the sum of his or her 2024 base salary and target AEIP bonus, paid in installments over a 12-month period. |
| (12) | If termination occurs by reason of death or “disability” (as defined in the Pre-IPO LTIP), in each case, prior to the first day of the 36th month after the award date with respect to the 2022 and 2023 Performance Cash awards, then for purposes of vesting, the NEO shall be treated as remaining employed by until the applicable vesting date and the amount vested and payable to the NEO will be based on the extent to which the applicable performance metrics for the applicable performance periods were achieved. |
| (13) | If termination occurs by reason of death or “disability” (as defined in the Pre-IPO LTIP), in each case, prior to the first day of the 36th month after the award date with respect to the 2022 and 2023 SAR awards, all of the NEO’s unvested SARs shall vest as of the date of such termination and all of the NEO’s vested SARs shall be exercised automatically on the exercise date coincident with or next following the date of termination. |
| (14) | Base salary and AEIP awards for Ms. Schjøtz are established in Danish krone, and the resulting severance payments have been converted to U.S. dollars using the exchange rate in effect on December 31, 2024, or 0.1397. |
| (15) | Mr. Zhou’s voluntary termination for any reason on December 31, 2024 would constitute a “retirement” under the terms of the AEIP and, consequently, he would be eligible for a pro-rata share of the target 2024 AEIP bonus that he would have earned, payable at the same time as bonuses are paid to other active employees. Under the AEIP, a participant is eligible for retirement if he or she has attained the age of 55 and completed at least five continuous years of service with us, and the sum of the participant’s age and years of continuous service with us is at least 70. |
| (16) | These amounts represent pro rata vesting that would apply to Mr. Zhou and Ms. Schjøtz’s 2022 and 2023 Performance Cash awards because a voluntary termination for any reason on December 31, 2024 would constitute an “early retirement” under the terms of the applicable award agreements. Under the award agreements, a participant is eligible for early retirement if he or she has at least five years of employment with us, and the sum of his or her age and years of employment equals at least 70. The amount shown in the table with respect to 2022 Performance Cash awards reflects actual achievement against the applicable performance metrics through the end of the performance period (i.e., December 31, 2024). The amount shown in the table with respect to 2023 Performance Cash awards assumes target achievement against the applicable performance metrics. |
| (17) | These amounts represent incremental vesting that would apply to Mr. Zhou and Ms. Schjøtz’s 2022 and 2023 SAR awards because a voluntary termination for any reason on December 31, 2024 would constitute an “early retirement” under the terms of the applicable award agreements. Under the award agreements, a participant is eligible for early retirement if he or she has at least five years of employment with us, and the sum of his or her age and years of employment equals at least 70. |
| (18) | If termination occurs by reason of death or “disability” (as defined in the 2024 LTIP), in each case, prior to the first day of the 36th month after the award date with respect to NSO awards, then the award will vest on a pro rata basis based on the NEO’s number of completed months of employment with us during the period from the grant date through his or her date of termination relative to the 36-month vesting period for such awards. |
| (19) | If termination occurs by reason of death or “disability” (as defined in the 2024 LTIP), in each case, prior to the last day of the performance period with respect to the 2024 PSU awards, then the PSU awards will immediately vest as of the NEO’s date of termination assuming target achievement against the applicable performance metrics. |
| (20) | If termination occurs by reason of death or “disability” (as defined in the 2024 LTIP), in each case, prior to the third anniversary of the applicable grant date, then the RSU awards will immediately vest as of the NEO’s date of termination. |
| (21) | This amount represents continued vesting that would apply to Mr. Zhou’s 2024 PSU award because a voluntary termination for any reason on December 31, 2024 would constitute a “retirement” under the terms of the applicable award agreement. Under the award agreements, a participant is eligible for retirement if he or she has attained the age of 55 and completed at least five continuous years of service with us, and the sum of the participant’s age and years of continuous service with us is at least 70. The amount shown in the table with respect to Mr. Zhou’s 2024 PSU award assumes target achievement against the applicable performance metrics. |
| (22) | This amount represents continued vesting that would apply to Mr. Zhou’s 2024 RSU award because a voluntary termination for any reason on December 31, 2024 would constitute a “retirement” under the terms of the applicable award agreement. Under the award agreements, a participant is eligible for retirement if he or she has attained the age of 55 and completed at least five continuous years of service with us, and the sum of the participant’s age and years of continuous service with us is at least 70. |
| 2025 Proxy Statement | 59
| ||
Table of Contents
EXECUTIVE COMPENSATION
Benefits Due Upon Termination Within Two Years After a Change in Control
The tables below estimates the benefits potentially payable to each NEO as a result of his or her termination of employment on December 31, 2024, within 24 months after a change in control of the Company.
| Severance ($) |
2024 AEIP ($) |
Performance ($) |
SARs(4) ($) |
Option ($) |
Performance Share Units(6) ($) |
RSUs(7) ($) |
All Other ($) |
Total Post- ($) | |||||||||||||||||||||||||||||||||||||
| Jennifer F. Scanlon | |||||||||||||||||||||||||||||||||||||||||||||
| Company Initiated Termination Without Cause |
4,830,000 | (9) | 1,500,000 | 5,790,900 | (11) | 5,834,730 | (11) | 18,419,394 | (18) | 6,348,228 | (20) | 3,173,565 | (22) | 72,403 | 45,969,220 | ||||||||||||||||||||||||||||||
| Executive Initiated Termination for Good Reason |
4,830,000 | (9) | 1,500,000 | 5,790,900 | (11) | 5,834,730 | (11) | 18,419,394 | (18) | 6,348,228 | (20) | 3,173,565 | (22) | 72,403 | 45,969,220 | ||||||||||||||||||||||||||||||
| Executive Initiated Termination Other Than for Good Reason |
— | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Death or Disability |
— | 1,365,000 | 5,790,900 | (12) | 5,834,730 | (13) | 4,089,105 | (19) | 6,348,228 | (21) | 3,173,565 | (23) | — | 26,601,528 | |||||||||||||||||||||||||||||||
| Ryan D. Robinson | |||||||||||||||||||||||||||||||||||||||||||||
| Company Initiated Termination Without Cause |
1,543,750 | (10) | 611,910 | 1,309,238 | (11) | 1,310,783 | (11) | 4,186,235 | (18) | 1,442,679 | (20) | 721,215 | (22) | 65,336 | 11,191,146 | ||||||||||||||||||||||||||||||
| Executive Initiated Termination for Good Reason |
1,543,750 | (10) | 611,910 | 1,309,238 | (11) | 1,310,783 | (11) | 4,186,235 | (18) | 1,442,679 | (20) | 721,215 | (22) | 65,336 | 11,191,146 | ||||||||||||||||||||||||||||||
| Executive Initiated Termination Other Than for Good Reason |
— | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Death or Disability |
— | 585,000 | 1,309,238 | (12) | 1,310,783 | (13) | 929,344 | (19) | 1,442,679 | (21) | 721,215 | (23) | — | 6,298,259 | |||||||||||||||||||||||||||||||
| Weifang Zhou | |||||||||||||||||||||||||||||||||||||||||||||
| Company Initiated Termination Without Cause |
1,496,250 | (10) | 653,184 | 1,322,325 | (11) | 1,325,767 | (11) | 4,046,684 | (18) | 1,394,545 | (20) | 697,173 | (22) | 65,336 | 11,001,264 | ||||||||||||||||||||||||||||||
| Executive Initiated Termination for Good Reason |
1,496,250 | (10) | 653,184 | 1,322,325 | (11) | 1,325,767 | (11) | 4,046,684 | (18) | 1,394,545 | (20) | 697,173 | (22) | 65,336 | 11,001,264 | ||||||||||||||||||||||||||||||
| Executive Initiated Termination Other Than for Good Reason |
— | 567,000 | (14) | 937,131 | (16) | 631,798 | (17) | — | 1,394,545 | (20) | 697,173 | (22) | — | 4,227,647 | |||||||||||||||||||||||||||||||
| Death or Disability |
— | 567,000 | 1,322,325 | (12) | 1,325,767 | (13) | 898,364 | (19) | 1,394,545 | (21) | 697,173 | (23) | — | 6,205,174 | |||||||||||||||||||||||||||||||
| Gitte Schjøtz | |||||||||||||||||||||||||||||||||||||||||||||
| Company Initiated Termination Without Cause |
1,057,721 | (10)(15) | 401,387 | 865,275 | (11) | 870,944 | (11) | 2,372,186 | (18) | 817,533 | (20) | 408,617 | (22) | 65,336 | 6,858,999 | ||||||||||||||||||||||||||||||
| Executive Initiated Termination for Good Reason |
1,057,721 | (10)(15) | 401,387 | 865,275 | (11) | 870,944 | (11) | 2,372,186 | (18) | 817,533 | (20) | 408,617 | (22) | 65,336 | 6,858,999 | ||||||||||||||||||||||||||||||
| Executive Initiated Termination Other Than for Good Reason |
— | — | 618,169 | (16) | 420,228 | (17) | — | — | — | — | 1,038,397 | ||||||||||||||||||||||||||||||||||
| Death or Disability |
— | 348,426 | 865,275 | (12) | 870,944 | (13) | 526,625 | (19) | 817,533 | (21) | 408,617 | (23) | — | 3,837,420 | |||||||||||||||||||||||||||||||
| 60 | 2025 Proxy Statement
|
||
Table of Contents
EXECUTIVE COMPENSATION
| Severance ($) |
2024 AEIP ($) |
Performance ($) |
SARs(4) ($) |
Option ($) |
Performance Share Units(6) ($) |
RSUs(7) ($) |
All Other ($) |
Total Post- ($) |
||||||||||||||||||||||||||||
| John A. Genovesi | ||||||||||||||||||||||||||||||||||||
| Company Initiated Termination Without Cause |
1,020,000 | (10) | 175,728 | 732,416 | (11) | 378,070 | (11) | 1,674,498 | (18) | 577,062 | (20) | 288,406 | (22) | 54,810 | 4,900,990 | |||||||||||||||||||||
| Executive Initiated Termination for Good Reason |
1,020,000 | (10) | 175,728 | 732,416 | (11) | 378,070 | (11) | 1,674,498 | (18) | 577,062 | (20) | 288,406 | (22) | 54,810 | 4,900,990 | |||||||||||||||||||||
| Executive Initiated Termination Other Than for Good Reason |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Death or Disability |
— | 336,000 | 732,416 | (12) | 378,070 | (13) | 371,739 | (19) | 577,062 | (21) | 288,406 | (23) | — | 2,683,693 | ||||||||||||||||||||||
| (1) | For all NEOs, this represents the amount of cash severance payable pursuant to the Executive Severance Plan in the event of a termination without “cause” or a resignation for “good reason” (each, as defined in the Executive Severance Plan). |
| (2) | This column represents a pro-rata share of the actual 2024 AEIP bonus that each NEO would have earned, payable at the same time as bonuses are paid to other active employees, in the event of a termination without “cause” or a resignation for “good reason” (each, as defined in her employment agreement). This column also represents a pro-rata share of the target 2024 AEIP bonus that each NEO would have earned, payable at the same time as bonuses are paid to other active employees, if he or she had terminated employment due to death or “disability” (as defined in the AEIP). |
| (3) | This amount represents the value of unvested Performance Cash awards that vest and become payable under the Pre-IPO LTIP. |
| (4) | This amount represents the value of unvested SARs that vest and become exercisable under the Pre-IPO LTIP, and is based on the difference between the $49.88 closing price per share of our Class A common stock on the NYSE on December 31, 2024 and the base price of the SARs, multiplied by the number of SARs for which vesting would be accelerated. |
| (5) | This amount represents the value of unvested NSOs that vest and become exercisable under the 2024 LTIP, and is based on the difference between the $49.88 closing price per share of our Class A common stock on the NYSE on December 31, 2024 and the exercise price of the NSOs, multiplied by the number of NSOs for which vesting would be accelerated. |
| (6) | This amount represents the value of unvested PSUs that vest and become exercisable under the 2024 LTIP, and is based on the $49.88 closing price per share of our Class A common stock on the NYSE on December 31, 2024, multiplied by the number of units accelerated. |
| (7) | This amount represents the value of unvested RSUs that vest and become exercisable under the 2024 LTIP, and is based on the $49.88 closing price per share of our Class A common stock on the NYSE on December 31, 2024, multiplied by the number of units accelerated. |
| (8) | For Ms. Scanlon, this amount includes the value of 18 months of continued health and welfare plan coverage at active employee rates, provided pursuant to the Executive Severance Plan. For Messrs. Robinson, Zhou and Genovesi, the amount in this column includes the value of 15 months of continued health and welfare plan coverage at active employee rates, provided pursuant to the Executive Severance Plan. In the case of Ms. Schjøtz, this amount represents the subsidy that would be provided with respect to her costs under health and welfare plans, programs and arrangements in Denmark. The amount in this column also includes the value of the senior level executive outplacement services that would be provided to each NEO pursuant to the Executive Severance Plan. |
| (9) | As a Tier I participant in the Executive Severance Plan, Ms. Scanlon would be entitled to 2.00 times the sum of her 2024 base salary and target AEIP bonus. This amount would be paid in a lump sum. |
| (10) | As a Tier II participant in the Executive Severance Plan, each NEO other than Ms. Scanlon would be entitled to 1.25 times the sum of his or her 2024 base salary and target AEIP bonus, paid in a lump sum. |
| (11) | Under the Pre-IPO LTIP, upon a participant’s termination without “cause” or for “good reason” within two years after the occurrence of a “change in control” (as such terms are defined in the Pre-IPO LTIP), all outstanding SARs (as so substituted, if applicable) shall immediately become vested and exercisable in full and all unvested Performance Cash awards (as so substituted, if applicable) shall become fully vested. |
| (12) | If termination occurs by reason of “disability” (as defined in the Pre-IPO LTIP) or death, in each case, prior to the first day of the 36th month after the award date with respect to the 2022 and 2023 Performance Cash awards, then for purposes of vesting, the NEO shall be treated as remaining employed by until the applicable vesting date and the amount vested and payable to the NEO will be based on the extent to which the applicable performance metrics for the applicable performance periods were achieved. |
| (13) | If termination occurs by reason of “disability” (as defined in the Pre-IPO LTIP) or death, in each case, prior to the first day of the 36th month after the award date with respect to the 2022 and 2023 SAR awards, all of the NEO’s unvested SARs shall vest as of the date of such termination and all of the NEO’s vested SARs shall be exercised automatically on the exercise date coincident with or next following the date of termination. |
| 2025 Proxy Statement | 61
| ||
Table of Contents
EXECUTIVE COMPENSATION
| (14) | Mr. Zhou’s voluntary termination for any reason on December 31, 2024 would constitute a “retirement” under the terms of the AEIP and, consequently, he would be eligible for a pro-rata share of the target 2024 AEIP bonus that he would have earned, payable at the same time as bonuses are paid to other active employees. Under the AEIP, a participant is eligible for retirement if he or she has attained the age of 55 and completed at least five continuous years of service with us, and the sum of the participant’s age and years of continuous service with us is at least 70. |
| (15) | Base salary and AEIP awards for Ms. Schjøtz are established in Danish krone, and the resulting severance payments have been converted to U.S. dollars using the exchange rate in effect on December 31, 2024, or 0.1397. |
| (16) | These amounts represent pro rata vesting that would apply to Mr. Zhou and Ms. Schjøtz’s 2022 and 2023 Performance Cash awards because a voluntary termination for any reason on December 31, 2024 would constitute an “early retirement” under the terms of the applicable award agreements. Under the award agreements, a participant is eligible for early retirement if he or she has at least five years of employment with us, and the sum of his or her age and years of employment equals at least 70. The amount shown in the table with respect to 2022 Performance Cash awards reflects actual achievement against the applicable performance metrics through the end of the performance period (i.e., December 31, 2024). The amount shown in the table with respect to 2023 Performance Cash awards assumes target achievement against the applicable performance metrics. |
| (17) | These amounts represent incremental vesting that would apply to Mr. Zhou and Ms. Schjøtz’s 2022 and 2023 SAR awards because a voluntary termination for any reason on December 31, 2024 would constitute an “early retirement” under the terms of the applicable award agreements. Under the award agreements, a participant is eligible for early retirement if he or she has at least five years of employment with us, and the sum of his or her age and years of employment equals at least 70. |
| (18) | Upon the occurrence of a “change in control” (as defined in the 2024 LTIP) and unvested NSOs are not assumed by the surviving entity, the NSOs shall become fully vested and exercisable. If such outstanding NSOs are assumed by the surviving entity, they will fully vest and become exercisable upon an NEO’s termination without “cause” or resignation for “good reason” (as such terms are defined in the 2024 LTIP). |
| (19) | Upon the occurrence of a “change in control” (as defined in the 2024 LTIP) and unvested NSOs are not assumed by the surviving entity, the NSOs shall become fully vested and exercisable. If such outstanding NSOs are assumed by the surviving entity, then upon a subsequent termination by reason of death or “disability” (as defined in the 2024 LTIP), the award will vest on a pro rata basis based on the NEO’s number of completed months of employment with us during the period from the grant date through his or her date of termination relative to the 36-month vesting period for such awards. The amounts reported in the table assume that outstanding NSOs are assumed by the surviving entity following a change in control. |
| (20) | Upon the occurrence of a “change in control” (as defined in the 2024 LTIP) in the first 12 months of the performance period of outstanding PSUs and such PSUs are not assumed by the surviving entity, the PSUs shall become fully vested assuming target achievement against the applicable performance metrics. If such outstanding PSUs are assumed by the surviving entity, they will be converted into a number of RSUs assuming target achievement of the underlying PSUs against the applicable performance metrics, which will fully vest upon an NEO’s termination without “cause,” resignation for “good reason” or “retirement” (as such terms are defined in the 2024 LTIP). Under the 2024 LTIP, a participant is eligible for retirement if he or she has attained the age of 55 and completed at least five continuous years of service with us, and the sum of the participant’s age and years of continuous service with us is at least 70. The amounts reported in the table assume that outstanding PSUs are assumed by the surviving entity following a change in control. |
| (21) | Upon the occurrence of a “change in control” (as defined in the 2024 LTIP) in the first 12 months of the performance period of outstanding PSUs and such PSUs are not assumed by the surviving entity, the PSUs shall become fully vested assuming target achievement against the applicable performance metrics. If such outstanding PSUs are assumed by the surviving entity, they will be converted into a number of RSUs assuming target achievement of the underlying PSUs against the applicable performance metrics, which will fully vest upon an NEO’s termination by reason or death or “disability” (as defined in the 2024 LTIP). |
| (22) | Upon the occurrence of a “change in control” (as defined in the 2024 LTIP) and outstanding RSUs are not assumed by the surviving entity, the RSUs shall become fully vested. If such outstanding RSUs are assumed by the surviving entity, they will fully vest upon an NEO’s termination without “cause,” resignation for “good reason” or “retirement” (as such terms are defined in the 2024 LTIP). Under the 2024 LTIP, a participant is eligible for retirement if he or she has attained the age of 55 and completed at least five continuous years of service with us, and the sum of the participant’s age and years of continuous service with us is at least 70. |
| (23) | Upon the occurrence of a “change in control” (as defined in the 2024 LTIP) and outstanding RSUs are not assumed by the surviving entity, the RSUs shall become fully vested. If such outstanding RSUs are assumed by the surviving entity, they will fully vest upon an NEO’s termination by reason or death or “disability” (as defined in the 2024 LTIP). |
| 62 | 2025 Proxy Statement
|
||
Table of Contents
Named Executive Officer |
Grant date |
Number of securities underlying the award |
Exercise price of the award ($/Sh) |
Grant date fair value of the award |
Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | ||||||||||||||||||||
| 4/12/2024 | $ | ||||||||||||||||||||||||
| 4/12/2024 | $ | ||||||||||||||||||||||||
| 4/12/2024 | $ | ||||||||||||||||||||||||
| 4/12/2024 | $ | ||||||||||||||||||||||||
| 4/12/2024 | $ | ||||||||||||||||||||||||
2025 Proxy Statement | 63 | ||
• |
• |
• |
Fiscal Year |
Summary Compensation Table Total for PEO (1) |
Compensation Actually Paid to PEO (2) |
Average Summary Compensation Table Total for Non-PEO NEOs (3) |
Average Compensation Actually Paid to Non-PEO NEOs (4) |
Value of Initial Fixed $100 Investment Based on: |
GAAP Net Income ($mil) (7) |
AOI ($mil) (8) | |||||||||||||||||||||||||||||||||
Total Shareholder Return (5) |
Peer Group Total Shareholder Return (6) | |||||||||||||||||||||||||||||||||||||||
| 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| (1) | For the 2024 fiscal year, |
| (2) | CAP is calculated from the PEO’s total compensation reported in the SCT, less grant date fair value of equity awards reported in the SCT (i.e., PSUs, RSUs and NSOs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal year-end, plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date, whether positive or |
64 | 2025 Proxy Statement |
||
| negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP: |
Year |
SCT Total (i) |
Deductions from SCT Total (a) (ii) |
Year End Fair Value of Equity Awards Granted in 2024 (iii) |
Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years (iv) |
Change in Fair Value of Equity Awards Granted in Prior Years that Vested in 2024 (v) |
Total Equity Value Included in CAP (b) (vi) = (iii) + (iv) + (v) |
CAP (i) + (ii) + (vi) | ||||||||||||||||||||||||||||
| 2024 | $ | ($ | ) | $ | $ | ($ | ) | $ | $ | ||||||||||||||||||||||||||
| (a) | This amount represents grant date fair value of equity-based awards granted during 2024, the most recently competed fiscal year. |
| (b) | Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the PEO does not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP. |
| (3) |
| (4) | Average CAP is calculated by averaging the following amounts for each NEO other than the PEO: total compensation reported in the SCT, less grant date fair value of equity awards reported in the SCT (i.e., PSUs, RSUs and NSOs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal year-end, plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP: |
Year |
SCT Total (i) |
Deductions from SCT Total (a) (ii) |
Year End Fair Value of Equity Awards Granted in 2024 (iii) |
Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years (iv) |
Change in Fair Value of Equity Awards Granted in Prior Years that Vested in 2024 (v) |
Total Equity Value Included in CAP (b) (vi) = (iii) + (iv) + (v) |
CAP (i) + (ii) + (vi) | ||||||||||||||||||||||||||||
| 2024 | $ | ($ | ) | $ | $ | ($ | ) | $ | $ | ||||||||||||||||||||||||||
| (a) | This amount represents grant date fair value of equity-based awards granted during 2024, the most recently competed fiscal year. |
| (b) | Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the PEO does not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP. |
| (5) | This amount represents the value of an initial fixed $100 investment in share of our Class A common stock on April 12, 2024 (our first trading day on the NYSE), assuming reinvestment of all dividends. |
| (6) |
| (7) | This amount represents GAAP net income attributable to stockholders of the Company (in millions) for the 2024 fiscal year. |
| (8) |
2025 Proxy Statement | 65 | ||
66 | 2025 Proxy Statement |
||
Table of Contents
EXECUTIVE COMPENSATION
Director Compensation
Historically, including during the portion of the 2024 fiscal year preceding the IPO, an annual cash retainer was the sole means of compensation for our non-employee directors. In connection with the IPO, the HCC Committee recommended, and the Board adopted, a compensation program for non-employee directors appropriate for our status as a public company. Beginning on the IPO date, the annual retainer has been paid in the form of a cash retainer of $85,000 and a grant of RSUs under the 2024 LTIP with a grant date fair value of $170,000. Director RSU awards vest on the earlier of the one-year anniversary of the applicable grant date or the annual meeting for the next following fiscal year. Dividend equivalents are credited during the vesting period for director RSU awards and vest at the same time as the underlying RSUs. In addition, a director may also receive, as applicable, the following cash retainer amounts:
| Non-Executive Chair of the Board of Directors | $ | 120,000 | ||
| Audit Committee Chair | $ | 20,000 | ||
| Audit Committee Member | $ | 10,000 | ||
| Finance Committee Chair | $ | 12,500 | ||
| Finance Committee Member | $ | 6,250 | ||
| Human Capital and Compensation Committee Chair | $ | 15,000 | ||
| Human Capital and Compensation Committee Member | $ | 7,500 | ||
| Nominating and Corporate Governance Committee Chair | $ | 12,500 | ||
| Nominating and Corporate Governance Committee Member | $ | 6,250 | ||
Director Deferred Compensation Plan
In connection with the IPO, the Board also approved the Non-Employee Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”) whereby directors may elect to defer receipt of their annual cash retainer and annual RSU equity grants. Deferred cash retainer amounts are converted into stock units on a quarterly basis, and RSUs are deferred at the time of the annual grant. Dividend equivalents are credited during the vesting periods for deferred cash retainer amounts and deferred RSUs, as applicable. Dividend equivalents vest at the same time as the associated deferred amount. Under the Director Deferred Compensation Plan, directors may defer compensation for either five years, 10 years or until termination of service from the board, subject to accelerated settlement in the event of a change in control transaction. Following the applicable deferral period, all deferred balances are settled in shares of Class A common stock issued under the 2024 LTIP.
| 2025 Proxy Statement | 67
| ||
Table of Contents
EXECUTIVE COMPENSATION
2024 Non-Employee Director Compensation Table
| Name | Fees Earned ($)(1) |
Stock Awards ($)(2) |
All Other ($)(3) |
Total ($) | ||||||||||||||||
| James M. Shannon | 241,250 | (4) | 169,998 | — | 411,248 | |||||||||||||||
| Francis J. Coyne | 138,750 | (5) | 169,998 | 9,491 | 318,239 | |||||||||||||||
| James P. Dollive | 146,250 | (6) | 169,998 | — | 316,248 | |||||||||||||||
| Marla C. Gottschalk | 147,500 | (7) | 169,998 | — | 317,498 | |||||||||||||||
| Friedrich Hecker | 137,500 | (8) | 169,998 | — | 307,498 | |||||||||||||||
| Charles W. Hooper | 137,500 | (8) | 169,998 | 12,256 | 319,754 | |||||||||||||||
| Kevin J. Kennedy | 153,750 | (9) | 169,998 | — | 323,748 | |||||||||||||||
| Lisa M. Lambert | 135,000 | (10) | 169,998 | — | 304,998 | |||||||||||||||
| Sally Susman | 135,000 | (10) | 169,998 | 7,708 | 312,706 | |||||||||||||||
| Michael H. Thaman | 157,500 | (11) | 169,998 | — | 327,498 | |||||||||||||||
| Elisabeth Tørstad | 133,750 | (12) | 169,998 | — | 303,748 | |||||||||||||||
| George A. Williams | 135,000 | (13) | 169,998 | 11,670 | 316,668 | |||||||||||||||
| (1) | Amounts in this column reflect pro-rata retainers paid at the applicable pre-IPO rate for the period from January 1, 2024 through March 31, 2024 and retainers paid at the post-IPO rate (as described above) for the period from April 1, 2024 through December 31, 2024. Before April 1, 2024, the annualized basic cash retainer for non-employee directors was $230,000, and a director also received, as applicable, the following cash retainer amounts, also annualized: |
| Chair of the Board of Directors | $ | 120,000 | ||
| Audit Committee Chair | $ | 20,000 | ||
| Human Capital and Compensation Committee Chair | $ | 15,000 | ||
| Finance Committee Chair | $ | 12,500 | ||
| Nominating and Corporate Governance Committee Chair | $ | 12,500 | ||
| Audit Committee Member | $ | 10,000 | ||
| Human Capital and Compensation Committee Member | $ | 7,500 | ||
| Finance Committee Member | $ | 6,250 | ||
| Nominating and Corporate Governance Committee Member | $ | 6,250 | ||
| (2) | Amounts in this column reflect the aggregate grant date fair value under FASB ASC Topic 718 of RSUs granted to our non-employee directors under the 2024 LTIP, with a grant date of May 1, 2024. As of December 31, 2024, each director had 4,915 unvested RSUs outstanding, including dividend equivalents credited in the form of additional RSUs, as described above. |
| (3) | Amounts in this column reflect reimbursed expenses for travel benefits related to Board meetings during 2024. |
| (4) | Mr. Shannon served as the chair of the Board during the 2024 fiscal year. Mr. Shannon elected to defer $38,438 of his post-IPO retainer fees under the Director Deferred Compensation Plan, and such fees were credited as stock units which will be settled in shares of our Class A common stock upon the designated distribution date. |
| (5) | Mr. Coyne served as a member of the Audit Committee and the HCC Committee during the 2024 fiscal year. |
| (6) | Mr. Dollive chaired the Finance Committee and served as a member of the Nominating Committee during the 2024 fiscal year. |
| (7) | Ms. Gottschalk chaired the Nominating Committee and served as a member of the HCC Committee during the 2024 fiscal year. |
| (8) | Mr. Hecker and Lieutenant General Hooper each served as members of the Audit Committee and Finance Committee during the 2024 fiscal year. |
| (9) | Mr. Kennedy chaired the HCC Committee and served as a member of the Audit Committee during the 2024 fiscal year. |
| (10) | Ms. Lambert and Ms. Susman served as members of the HCC Committee and Nominating Committee during the 2024 fiscal year. |
| (11) | Mr. Thaman chaired the Audit Committee and served as a member of the Nominating Committee during the 2024 fiscal year. |
| (12) | Ms. Tørstad served as a member of the Finance Committee and the Nominating Committee during the 2024 fiscal year. |
| (13) | Mr. Wiliams served as a member of the HCC Committee and the Nominating Committee during the 2024 fiscal year. |
| 68 | 2025 Proxy Statement
|
||
Table of Contents
EXECUTIVE COMPENSATION
Director Stock Ownership Guidelines
The HCC Committee has established stock ownership guidelines which apply to all non-employee directors. These guidelines are designed to encourage our non-employee directors to build and maintain a meaningful equity ownership in the Company, and thereby link their interests with those of its stockholders. Pursuant to the guidelines, each non-employee director is required to maintain beneficial ownership of a number of shares of Class A common stock during his or her tenure with us equal in value to five times the annual cash retainer. Until a director meets the applicable minimum ownership guideline, he or she is required to retain (and not dispose of or otherwise transfer) 100% of all shares received from the vesting, delivery and/or exercise of equity awards granted under our equity incentive plans after payment of the exercise price or purchase price of an award, applicable tax withholding and applicable transaction costs.
See the discussion of the stock ownership guidelines for the NEOs in the CD&A for a description of how a non-employee director’s beneficial ownership will be calculated. These guidelines are based on a review of competitive market practice conducted by FW Cook, the HCC Committee’s independent compensation consultant.
As of December 31, 2024, based on the calculation methodology set forth in the stock ownership policy and described above, all non-employee directors either satisfied their minimum ownership guideline or are in compliance with the policy by virtue of complying with the 100% retention ratio.
Equity Compensation Plan Information
The following table presents information as of December 31, 2024, with respect to our compensation plans under which equity securities are authorized for issuance.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) |
Weighted-average exercise price of outstanding options, warrants and rights (b)(2) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(3) | ||||||||||||
| Equity compensation plans approved by security holders | 5,812,834 | $ | 25.58 | 19,012,673 | |||||||||||
| Equity compensation plans not approved by security holders | |
— |
— | — | |||||||||||
| Total | 5,812,834 | $ | 25.58 | 19,012,673 | |||||||||||
| (1) | The number of securities reflected in column (a) represents the number of shares that would be issued on the corresponding (i) exercise date for all outstanding stock options and SARs, (ii) vesting date for all outstanding RSUs (including those issued to non-employee directors), PSUs (assuming 100% of target achievement) and Performance Cash awards (assuming 100% of target achievement and converted based on the closing price of a share of our Class A common stock on December 31, 2024), and (iii) purchase date for the UL Solutions Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”) after taking into account contributions made by participants in the 2024 ESPP through December 31, 2024. |
| (2) | The weighted-average exercise price in column (b) reflects all outstanding stock options and SARs. PSUs, RSUs, deferred RSUs, deferred stock units and Performance Cash awards were excluded when determining the weighted-average exercise price of outstanding options, warrants and rights. |
| (3) | Column (c) reflects all shares available for issuance under the Pre-IPO LTIP, the 2024 LTIP and the 2024 ESPP, excluding securities reflected in column (a). The maximum number of shares of our Class A common stock that may be granted under the Pre-IPO LTIP and the 2024 LTIP is 20,000,000 in the aggregate, of which 14,069,435 remain available for issuance. The maximum number of shares of common stock that may be granted under the 2024 ESPP is 5,000,000 in aggregate, of which 4,943,238 remain available for issuance. |
| 2025 Proxy Statement | 69
| ||
Table of Contents
Audit Committee Report
The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and the NYSE listing standards. The Audit Committee operates pursuant to a written charter adopted by the Board.
The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting, and legal and regulatory compliance. Management of the Company has the primary responsibility for the Company’s financial reporting processes, proper application of accounting principles, and internal controls as well as the preparation of its financial statements. PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States (“U.S. GAAP”).
The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2024, with management and PwC. The Audit Committee has discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence and has discussed with PwC its independence.
Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.
Members of the Audit Committee
Michael H. Thaman, Chair
Francis J. Coyne
Friedrich Hecker
Lieutenant General Charles W. Hooper
Dr. Kevin J. Kennedy
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
| 70 | 2025 Proxy Statement
|
||
Table of Contents
Certain Relationships and Related Party Transactions
Our Policy Regarding Related Party Transactions
Our Board has adopted a policy providing that the Audit Committee will review and approve or ratify material transactions, arrangements or relationships in which we participate and in which any related person has or will have a direct or indirect material interest. A “related person” is a director, director-nominee, executive officer or beneficial holder of more than 5% of any class of our voting securities, or an immediate family member thereof. A transaction involving an amount in excess of $120,000 of value is presumed to be a material transaction, though transactions involving lower amounts may be material based on the facts and circumstances. Direct or indirect material interests may arise by virtue of control or significant influence of the related person to the transaction or by a direct or indirect pecuniary interest of the related person in the transaction. Under this policy, the Audit Committee shall review if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party, whether the transaction is inconsistent with the interest of us and our stockholders, and the extent of the related person’s interest in the transaction and shall also take into account the conflicts of interest and corporate opportunity provisions of our Standards of Business Conduct. Unless otherwise indicated, all of the transactions described below were entered into prior to the adoption of this policy. Certain of the following disclosures are summaries of certain provisions of our related party agreements, and are qualified in their entirety by reference to all of the provisions of such agreements.
Agreements with UL Research Institutes and UL Standards & Engagement
Since 2012, in the case of UL Research Institutes, and since 2021, in the case of UL Standards & Engagement, we have provided facilities, employee benefits and various corporate support services for UL Research Institutes and UL Standards & Engagement, performed outsourced technical services for UL Research Institutes and licensed certain of our trademarks to UL Research Institutes and UL Standards & Engagement. Since the reorganization effected by UL Research Institutes on November 30, 2021 (the “Reorganization”), UL Standards & Engagement has provided us and our certification customers with access to its library of standards. These transactions are described further below.
Lease Agreement
On September 10, 2024, we entered into a ten-year lease agreement with UL Standards & Engagement, pursuant to which UL Standards & Engagement is leasing approximately 11,700 square feet in our owned facility located in Raleigh-Durham, North Carolina. The lease commenced on September 10, 2024. The base rent for the first year is $0.4 million, which amount was prorated for 2024, and is subject to a 3% annual increase during the term of the lease. UL Standards & Engagement has two five-year renewal options following the initial term of the lease. The Audit Committee approved the principal terms of the lease.
Corporate Support Services Arrangements
We provide UL Research Institutes and UL Standards & Engagement with certain corporate support services such as human resources, finance, IT, marketing, insurance and legal services, and the use of personnel to provide services in certain foreign jurisdictions. For the year ended December 31, 2024, the fees we earned for provision of the corporate support services were $3 million.
| 2025 Proxy Statement | 71
| ||
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Technical Services Arrangements
We provide UL Research Institutes and UL Standards & Engagement with certain outsourced laboratory and technical testing and verification services on an as-needed basis, such as battery and building materials testing and verification, pursuant to a Global Services Agreement. For the year ended December 31, 2024, the fees we earned for provision of these services performed under the Global Services Agreement were $1 million.
Facilities and Employee Benefits Arrangements
We provide UL Research Institutes and UL Standards & Engagement with use of certain of our facilities, and employees of UL Research Institutes and UL Standards & Engagement participate in certain of our employee benefit plans. Additionally, we provided UL Research Institutes and UL Standards & Engagement with certain IT segregation support services through December 31, 2024. For the year ended December 31, 2024, the fees we earned for these items were $1 million.
Trademark License Arrangements
Pursuant to our Trademark License Agreements with UL Research Institutes and UL Standards & Engagement, we provide UL Research Institutes and UL Standards & Engagement with limited, non-transferable (except for the right to sublicense), exclusive and royalty-free licenses to use certain trademarks, including the UL Mark, trade names, domain names and social media handles in connection with the provision of (i) safety science research and development activities and (ii) standards development and advocacy services, in each case, relating to health, safety and environmental resiliency and sustainability. Under these agreements, UL Research Institutes and UL Standards & Engagement have the right to sublicense to third parties who are not competitors of UL Solutions and are liable for any actions of a sublicensee. We have agreed to register, prosecute and maintain the applicable trademarks licensed to UL Research Institutes and UL Standards & Engagement. We will not collect any royalties or similar fees in connection with these agreements.
Standards Arrangement
UL Standards & Engagement (and UL Research Institutes prior to the Reorganization), together with UL Standards & Engagement’s nonprofit affiliate in Canada, ULC Standards, provides us and our certification customers with access to their library of standards. For the year ended December 31, 2024, the expenses we incurred for this access were $22 million.
Stockholder Agreement with UL Standards & Engagement
In connection with our initial public offering, we entered into the Stockholder Agreement with UL Standards & Engagement. Pursuant to the Stockholder Agreement, UL Standards & Engagement is entitled to designate individuals for election to our Board as follows:
| • | until the Sunset Date, four individuals; |
| • | after the Sunset Date, if UL Standards & Engagement beneficially owns at least 20% of the voting power of our then-outstanding voting stock, two individuals; and |
| • | after the Sunset Date, if UL Standards & Engagement beneficially owns at least 10% but less than 20% of the voting power of our then-outstanding voting stock, one individual. |
If our Nominating Committee determines that any individual designated by UL Standards & Engagement for nomination to our Board does not satisfy all applicable legal or exchange listing requirements, any requirements set forth in our Corporate Governance Guidelines or similar reasonable criteria generally applicable to all of our directors or any other requirements set forth in the Stockholder Agreement, it must promptly inform UL Standards & Engagement of such determination, and UL Standards & Engagement shall be entitled to designate a new individual.
| 72 | 2025 Proxy Statement
|
||
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
So long as UL Standards & Engagement is entitled to designate at least four individuals for nomination to our Board, any UL Standards & Engagement-designated director may make a request of the chair of our Board to allow an invitee to observe any of our Board or committee meetings, and our chair must permit the observer to attend unless the chair determines in good faith that the observer’s attendance would not be in our best interests. If UL Standards & Engagement is only entitled to designate one or two individuals for nomination to our Board, UL Standards & Engagement may appoint one person to attend and observe all of our Board and committee meetings. In each case, the Board may exclude any such observer from executive or closed sessions or from any portion of a meeting to preserve attorney-client privilege, comply with applicable securities laws or avoid a conflict of interest or the disclosure of competitively sensitive information.
The Stockholder Agreement also provides that, until UL Standards & Engagement no longer beneficially owns at least 25% of the voting power of our then-outstanding voting stock, certain significant corporate actions taken by us or our subsidiaries require the prior written consent of UL Standards & Engagement. These actions include, subject to certain exceptions:
| • | entering into any new material line of business, excluding TIC and S&A activities; |
| • | merging or consolidating with or into any other entity, other than in connection with certain internal restructurings or strategic transactions; |
| • | acquiring stock or assets or entering into joint ventures, in each case involving consideration or obligations, as applicable, exceeding 15% of our equity market capitalization in any fiscal year; |
| • | selling, transferring or disposing of assets with a book value exceeding 5% of our equity market capitalization in any fiscal year; |
| • | issuing securities (i) at a price below fair market value, other than an underwritten public offering for cash, (ii) with rights that are senior to the rights of the holders of our Class B common stock, (iii) that would result in dilution of greater than 10% of our then-outstanding common stock, or (iv) that would result in UL Standards & Engagement beneficially owning less than a majority of our then-outstanding securities; |
| • | repurchasing any of our securities in an amount exceeding 5% of our then-outstanding securities in any fiscal year; |
| • | incurring indebtedness for borrowed money that would cause a downgrade of our debt securities from any of the Rating Agencies below investment grade; |
| • | increasing the size of our Board to greater than 15 directors; |
| • | hiring any CEO other than Ms. Scanlon; |
| • | paying or declaring any dividend inconsistent with our dividend policy, or modifying or amending our dividend policy; |
| • | making a loan to any third party or purchasing any debt securities other than in connection with intercompany loans between UL Solutions and its subsidiaries; and |
| • | amending, modifying or repealing our Charter or our Bylaws in a manner that disproportionately adversely affects UL Standards & Engagement. |
These consent rights are also contained in our Charter. The Stockholder Agreement also entitles UL Standards & Engagement to certain customary information rights. The Stockholder Agreement will terminate upon the earliest to occur of (i) the date on which UL Standards & Engagement ceases to beneficially own at least 10% of our then-outstanding voting stock and (ii) written notice delivered to us by UL Standards & Engagement.
Registration Rights Agreement
We have entered into a Registration Rights Agreement with UL Standards & Engagement (the “Registration Rights Agreement”). The Registration Rights Agreement provides UL Standards & Engagement, under certain circumstances and subject to certain restrictions, with certain rights with respect to the registration of its shares of our common stock under the Securities Act, including customary demand and piggyback registration rights.
| 2025 Proxy Statement | 73
| ||
Table of Contents
PROPOSAL NO. 2:
Ratification of Retention of Independent Registered Public Accounting Firm
PwC has served as our independent registered public accounting firm since 2008. Our Audit Committee has retained PwC as our independent registered public accounting firm for the year ending December 31, 2025. A proposal will be presented at the Annual Meeting to ratify this retention. If the stockholders fail to ratify such selection, another independent registered public accounting firm will be considered by our Audit Committee, but the Audit Committee may nonetheless choose to engage PwC. Even if the retention of PwC is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. We have been advised that a representative of PwC will be present at the Annual Meeting and will be available to respond to appropriate questions and, if such person chooses to do so, make a statement.
Fees Paid to the Independent Registered Accounting Firm
The following table sets forth the aggregate fees billed to us by PwC for professional services rendered in 2024 and 2023.
| (in thousands) | 2024 | 2023 | ||||||
| Audit Fees(1) | $ | 3,604 | $ | 4,891 | ||||
| Audit-Related Fees(2) | 904 | 918 | ||||||
| Tax Fees(3) | 651 | 941 | ||||||
| All Other Fees(4) | 2 | 1 | ||||||
| Total | $ | 5,161 | $ | 6,751 | ||||
| (1) | “Audit Fees” represent the aggregate fees for audit services performed by PwC in connection with the audit of our annual financial statements, the review of our quarterly financial statements, audit services performed over statutory reporting, as well as certain non-recurring items. |
| (2) | “Audit-Related Fees” include fees related to our SEC filings on Form S-1 as well as certain other items and, for 2023, a comfort letter issued in connection with our senior notes offering. |
| (3) | “Tax Fees” include tax compliance, tax research, transfer pricing services, and domestic and international tax consulting. |
| (4) | “All Other Fees” include access to an accounting disclosure tool. |
All fees described above were pre-approved by the Audit Committee.
Pre-Approval Policies and Procedures
Our Audit Committee Pre-Approval Policy provides that the Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent auditor and must pre-approve all audit, audit-related, tax and non-audit services to be performed by our independent auditor, other than certain de minimis non-audit services. Our Audit Committee Pre-Approval Policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit
| 74 | 2025 Proxy Statement
|
||
Table of Contents
PROPOSAL NO. 2: RATIFICATION OF RETENTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Committee’s approval of the scope of the engagement of our independent auditor or on an individual, explicit, case-by-case basis before our independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee on a quarterly basis. In its review of these services and related fees and terms, the Audit Committee considers, among other things, the possible effect of the performance of such services on the independence of our independent registered public accounting firm.
|
|
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE RETENTION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.
|
| 2025 Proxy Statement | 75
| ||
Table of Contents
PROPOSAL NO. 3:
Advisory Vote on Executive Compensation
As required by Section 14A of the Exchange Act, we are presenting a proposal that gives stockholders the opportunity to cast an advisory (non-binding) vote on our executive compensation for our named executive officers, as disclosed in this Proxy Statement. The advisory vote on executive compensation described in this proposal is commonly referred to as a “say-on-pay” vote. While this vote is advisory, and therefore, not binding on us, the Board values the opinions of our stockholders and the HCC Committee will review the results of the vote and expects to take them into consideration when making future decisions regarding our named executive officers’ compensation. In accordance with Section 14A of the Exchange Act, Proposal No. 4 in this Proxy Statement addresses the frequency of future say-on-pay votes.
The CD&A section of this Proxy Statement describes our executive compensation program and the decisions and rationale of the HCC Committee. Our goal is to provide our executive officers with meaningful compensation opportunities linked to strong financial performance and equity value creation while maintaining alignment with company values and mission, our strategic focus, and important management initiatives. To achieve this goal, we strongly emphasize a culture of pay for performance in order to provide incentives and accountability for our executive officers in working toward the achievement of the objectives described in the CD&A. The HCC Committee and the Board believe that the design of the 2024 executive compensation program and the compensation ultimately earned by our named executive officers in 2024 under the current program are appropriately tied to the achievement of these objectives.
This proposal gives our stockholders the opportunity to express their views on the overall compensation of our named executive officers and the policies and practices described in this proxy statement. We are asking our stockholders to support our named executive officer compensation by voting FOR the following resolution at the Annual Meeting:
“RESOLVED: that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the CD&A, the Summary Compensation Table and the other related tables and disclosures in this Proxy Statement.”
|
|
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION ABOVE RELATING TO THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
|
| 76 | 2025 Proxy Statement
|
||
Table of Contents
PROPOSAL NO. 4:
Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation
As required by Section 14A of the Exchange Act, we are presenting a proposal that gives stockholders the opportunity to cast an advisory (non-binding) vote on their preferences as to whether we should hold future say-on-pay votes every one, two or three years. Stockholders also may, if they wish, abstain from voting on this proposal.
After careful consideration of this proposal, the Board has determined that it is in the best interests of the Company and our stockholders to hold a say-on-pay vote every year. Our recommendation is based in part on the following:
| • | An annual say-on-pay vote will allow us to obtain stockholder input on our executive compensation program on a more consistent basis, providing an opportunity to engage in regular dialogue with our stockholders on corporate governance matters, including our executive compensation philosophy, objectives and practices; |
| • | A one-year frequency provides the highest level of accountability and communication by enabling the say-on-pay vote to correspond with the most recent executive compensation information presented in our proxy statement for the annual meeting; and |
| • | Holding say-on-pay votes annually reflects sound corporate governance principles and is consistent with a majority of institutional investor policies. |
Stockholders are not voting to approve or disapprove of the Board’s recommendation. Instead, the proxy card provides stockholders with four choices with respect to this proposal: 1 year, 2 years, 3 years or stockholders may abstain from voting on this proposal.
Although this vote is advisory and therefore non-binding on us, the Board and the HCC Committee value the opinions of our stockholders and will consider the outcome of the vote when determining the frequency with which advisory votes on executive compensation should be held. A frequency vote similar to this one will occur at least once every six years.
|
|
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EVERY “1 YEAR” AS THE FREQUENCY WITH WHICH THE SAY-ON-PAY VOTE SHOULD BE HELD.
|
| 2025 Proxy Statement | 77
| ||
Table of Contents
Questions and Answers About the Annual Meeting
| Q: | Why did I receive a notice regarding the availability of proxy materials on the Internet? |
| A: | Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice Regarding the Availability of Proxy Materials (the “Notice”) because our Board is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders, including at any adjournments or postponements thereof. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. |
We intend to mail the Notice on or about April 3, 2025 to all stockholders of record entitled to vote at the Annual Meeting.
| Q: | Will I receive any other proxy materials by mail? |
| A: | We may send you a proxy card, along with a second Notice ten calendar days after our first mailing of the Notice or thereafter. |
| Q: | Who can vote at the Annual Meeting? |
| A: | Only stockholders of record as of the record date are entitled to vote at the Annual Meeting. The record date to determine stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on March 26, 2025. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement for which your vote is being solicited. On the record date, there were 62,049,275 shares of our Class A common stock and 138,130,000 shares of our Class B common stock outstanding and entitled to vote. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal. |
| Q: | How many shares must be present to conduct the Annual Meeting? |
| A: | We must have a quorum present in person or by proxy to conduct the Annual Meeting. A quorum is established when a majority of voting power of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person, or by remote communication, if applicable, or represented by proxy at the Annual Meeting. Abstentions are counted for purposes of determining whether a quorum is present. |
| Q: | What matters are to be voted on at the Annual Meeting? |
| A: | The agenda for the Annual Meeting is to: |
| 1. | elect the 12 nominees to the Board named in this Proxy Statement to hold office until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified; |
| 2. | ratify the retention of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement; |
| 4. | indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our named executive officers; and |
| 5. | conduct any other business properly brought before the Annual Meeting or any adjournments or postponements thereof. |
As of the date of this Proxy Statement, we do not know of any other matters to be presented at the Annual Meeting. If any other matters properly come before the Annual Meeting, however, the persons named as proxies will be authorized to vote or otherwise act in accordance with their judgment.
| 78 | 2025 Proxy Statement
|
||
Table of Contents
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
| Q: | How does the Board recommend that I vote? |
| A: | The Board recommends that you vote: |
| 1. | FOR the election of each of our 12 director nominees named in this Proxy Statement to hold office until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified; |
| 2. | FOR the ratification of the retention of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement; and |
| 4. | Every “1 YEAR” as the preferred frequency with which we are to hold an advisory vote on the compensation of our named executive officers. |
| Q: | How do I vote at the Annual Meeting? |
| A: | Stockholders of record, who hold shares registered in their names, can vote by: |
|
|
Internet at www.proxyvote.com | |
|
|
Calling 1-800-579-1639 Toll-free from the U.S. or Canada | |
|
|
Mail Return the signed proxy card | |
Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day. You may vote over the telephone or via the Internet until 11:59 p.m. on May 19, 2025.
Stockholders of record and beneficial stockholders may vote online during the Annual Meeting. You may cast your vote electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ULS2025 and using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. If you do not have a control number, please contact your broker, bank, or other nominee as soon as possible so that you can be provided with a control number.
Beneficial owners, who own shares through a bank, brokerage firm, or other nominee, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the internet, as provided by the bank, broker, or other nominee. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.
Even if you plan to participate in our Annual Meeting via virtual web conference, please cast your vote as soon as possible.
Your proxy will be voted in accordance with your instructions, so long as, in the case of a proxy card returned by mail, such card has been signed and dated. If you vote your shares via the Internet, by telephone or by executing and returning a proxy card by mail but you do not provide specific voting selections with respect to the proposals, your shares will be voted FOR the director nominees named in this Proxy Statement, FOR the ratification of the retention of our independent registered public accounting firm, FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement and every 1 YEAR as the preferred frequency with which we are to hold an advisory vote on the compensation of our named executive officers.
As of the date of this Proxy Statement, we do not know of any matters to be presented at the Annual Meeting except those described in this Proxy Statement. If any other matters properly come before the Annual Meeting, however, the persons named as proxies will be authorized to vote or otherwise act in accordance with their judgment.
| Q: | What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials? |
| A: | You may receive more than one Notice of Internet Availability of Proxy Materials, more than one e-mail or multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice of Internet Availability of Proxy Materials, a separate e-mail or a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may |
| 2025 Proxy Statement | 79
| ||
Table of Contents
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
| receive more than one Notice of Internet Availability of Proxy Materials, more than one e-mail or more than one proxy card. To vote all of your shares by proxy, you must complete, sign, date and return each proxy card and voting instruction card that you receive and vote over the Internet the shares represented by each Notice of Internet Availability of Proxy Materials that you receive (unless you have requested and received a proxy card or voting instruction card for the shares represented by one or more of those notices). |
| Q: | May I change my vote? |
| A: | Yes. You may revoke your proxy at any time before it is voted at the Annual Meeting. To |
| change your vote, if you are a stockholder of record, you may submit another later dated proxy by telephone, Internet or mail or by voting your shares electronically on the virtual meeting platform at the Annual Meeting (your attendance at the Annual Meeting will not, by itself, revoke your proxy; you must vote in person at the Annual Meeting to revoke your proxy). If you are a beneficial owner and your shares are held in street name, you may change your vote by submitting new voting instructions to your bank, broker, or nominee, or if you have obtained a legal proxy from such entity giving you the right to vote your shares, you may change your vote by attending the Annual Meeting and voting electronically on the virtual meeting platform. |
| Q: | What vote is required to elect directors and approve the other matters described in this Proxy Statement? |
| A: | The following chart describes the proposals to be considered at the Annual Meeting, the vote required to elect directors and to adopt each other proposal, and the manner in which votes will be counted. Abstentions are counted for purposes of determining whether a quorum is present. |
| Proposal | Voting Options | Vote Required to Adopt the Proposal |
Effect of Withheld |
Effect of “Broker Non-Votes” | ||||
| Election of directors | FOR or WITHHOLD with respect to each director nominee. | A plurality of the votes cast FOR a nominee; each director nominee receiving the highest number of votes FOR will be elected. Stockholders may not cumulate votes for directors. | Withheld votes will have no effect. | No effect; no broker discretion to vote. | ||||
| Ratification of retention of PwC | FOR, AGAINST or ABSTAIN. | Affirmative vote of a majority of the votes cast (excluding abstentions and broker non-votes); shares voted FOR must exceed the number of shares voted AGAINST the proposal. | No effect. An abstention does not count as a vote cast. | Not applicable.(1) | ||||
| Advisory vote to approve executive compensation | FOR, AGAINST or ABSTAIN. | Affirmative vote of a majority of the votes cast (excluding abstentions and broker non-votes); shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal.(2) | No effect. An abstention does not count as a vote cast. | No effect; no broker discretion to vote. | ||||
| Advisory vote to approve the frequency of stockholder advisory votes on executive compensation | 1 YEAR, 2 YEARS, 3 YEARS or ABSTAIN. | Affirmative vote of a majority of the votes cast (excluding abstentions and broker non-votes).(2) | No effect. An abstention does not count as a vote cast. | No effect; no broker discretion to vote. | ||||
| (1) | This proposal is considered to be a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to the broker, bank or nominee that holds your shares, your broker, bank or other nominee has discretionary authority under NYSE rules to vote your shares on this proposal. |
| (2) | Because this vote is advisory only, it will not be binding on us or on our Board. However, our Board and HCC Committee will consider the outcome of the vote when making future decisions regarding executive compensation and the frequency at which advisory votes to approve executive compensation will be conducted, as applicable. |
| 80 | 2025 Proxy Statement
|
||
Table of Contents
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
| Q: | What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
| A: | If your shares are registered in your name on the Company’s books and records or with our transfer agent, you are the “stockholder of record” of those shares, and this Proxy Statement and accompanying materials have been provided directly to you by the Company. On the other hand, if you purchased your shares through a brokerage or other financial intermediary, the brokerage or other financial intermediary will automatically put your shares into “street name” which means that the brokerage or other financial intermediary will hold your shares in its name or another nominee’s name and not in your name, but will keep records showing you as the “beneficial owner.” If you hold shares beneficially in street name, this Proxy Statement and accompanying materials have been forwarded to you by your broker, bank or other holder of record. |
| Q: | How do I vote if my bank or broker holds my shares in “street name”? |
| A: | If you hold your shares in “street name” through a bank, broker or other nominee, such bank, broker or nominee will vote those shares in accordance with your instructions. To so instruct your bank, broker or nominee, you should refer to the information provided to you by such entity. Without instructions from you, a bank, broker or nominee will be permitted to exercise its own voting discretion with respect to so-called routine matters (Proposal No. 2 (ratification of auditors)), but will not be permitted to exercise voting discretion with respect to non-routine matters (Proposal No. 1 (director elections), Proposal No. 3 (advisory vote on executive compensation) and Proposal No. 4 (advisory vote on say-on-frequency)). Thus, if you do not give your bank, broker or nominee specific instructions with respect to Proposal No. 2, your shares may be voted in such entity’s discretion. If you do not give your bank, broker or nominee specific instructions with respect to Proposals No. 1, 3 and 4, your shares will not be voted on such proposals. Broker non-votes occur when your bank, broker or other nominee submits a proxy for the meeting with respect to “routine” matters but does not vote on “non-routine” matters because you did not |
| provide voting instructions on those matters. Shares represented by such broker non-votes will be counted in determining whether there is a quorum and will have no effect on the non-routine proposals. We urge you to promptly provide your bank, broker or nominee with appropriate voting instructions so that all your shares may be voted at the Annual Meeting. |
| Q: | How many votes do I have? |
| A: | Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal. Our Charter and Bylaws do not provide for cumulative voting in the election of directors. The holders of shares of Class A common stock and Class B common stock shall vote together as a single class, unless otherwise required by law, our Charter or the Stockholder Agreement, on each matter to be voted and entitled to vote thereon at the Annual Meeting. |
| Q: | How will the votes be counted at the Annual Meeting? |
| A: | The votes will be counted by the inspector of election appointed for the Annual Meeting. |
| Q: | How will the Company announce the voting results? |
| A: | The Company will report the final results of the voting at the Annual Meeting in a filing with the SEC on a Current Report on Form 8-K. |
| Q: | Who pays for the Company’s solicitation of proxies? |
| A: | The Board is soliciting your proxy to vote your shares of common stock at our Annual Meeting. We will bear the cost of soliciting proxies on behalf of the Company, including preparing, printing and mailing this Proxy Statement. Proxies may be solicited personally, by mail, email or by telephone by certain of our directors, officers, employees or representatives. Our directors and employees will not be paid any additional compensation for soliciting proxies. We will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding our proxy solicitation materials. |
| 2025 Proxy Statement | 81
| ||
Table of Contents
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
| Q: | What is “householding” and how does it work? |
| A: | SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. |
A number of brokers with account holders who are our stockholders will likely be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker. Stockholders who currently receive multiple copies of the Notice of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.
| Q: | How do I participate in the Annual Meeting? |
| A: | We are hosting the Annual Meeting through a virtual web conference. You will not be able to attend the meeting in person. You will be able to attend the virtual annual meeting, vote your shares electronically, and submit your questions during the live webcast of the meeting by visiting www.virtualshare holdermeeting.com/ULS2025 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. The Annual Meeting will begin promptly at 8:00 a.m. Central Time. Online check-in will be available beginning at 7:30 a.m. Central Time. Please allow ample time for the online check-in process. Please be assured that you will be afforded the same rights and opportunities to participate in the virtual meeting as you would at an in-person meeting. |
As part of the Annual Meeting, we will hold a question and answer session, during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting procedures which are pertinent to the Company and the meeting matters, as time permits. Questions may be submitted during the Annual Meeting through www.virtualshareholder meeting.com/ULS2025. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.
There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.
| 82 | 2025 Proxy Statement
|
||
Table of Contents
Stockholder Proposals and Nominations for 2026 Annual Meeting of Stockholders
Stockholders who intend to present proposals at the Company’s annual meeting of stockholders in 2026 pursuant to Rule 14a-8 under the Exchange Act must send notice of their proposal to us so that we receive it no later than December 4, 2025. Stockholders who intend to present proposals at the annual meeting of stockholders in 2026 other than pursuant to Rule 14a-8 or nominate individuals for election as directors must comply with the notice provisions in our Bylaws. Under these requirements, stockholders providing notice of proposals or nominations pursuant to our current Bylaws must provide the information, representations and certifications required by our Bylaws not earlier than 120 days nor less than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting which, for the 2026 Annual Meeting, is between January 20, 2026 and February 19, 2026. If the date of the 2026 Annual Meeting is advanced more than 30 days or delayed by more than 60 days from the first anniversary of the date of the 2025 Annual Meeting, in order for notice by the stockholder to be timely, such notice must be so delivered, or mailed and received, not later than the 90th day prior to the date of such annual meeting, or if later, the tenth day following the day on which public announcement of the date of such meeting is first made. Notice of stockholder proposals or nominations should be addressed to UL Solutions Inc., 333 Pfingsten Road, Northbrook, Illinois 60062, Attention: Corporate Secretary.
| 2025 Proxy Statement | 83
| ||
Table of Contents
Additional Filings
We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website https://ir.ul.com/sec-filings and click on the “SEC Filings” heading. Copies of our Annual Report on Form 10-K for the year ended December 31, 2024, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders by contacting UL Solutions Inc. by mail at 333 Pfingsten Road, Northbrook, Illinois 60062, Attention: Corporate Secretary or by email at ir@ul.com.
| 84 | 2025 Proxy Statement
|
||
Table of Contents
Other Matters
Our Board does not know of any other matters to be brought before the Annual Meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgement. Discretionary authority for them to do so is provided for in the proxy card and other forms of proxy.
YOUR VOTE IS IMPORTANT. WE URGE YOU TO VOTE TODAY BY TELEPHONE, VIA THE INTERNET OR BY MAIL.
| By Order of the Board of Directors, |
| Nick Linn |
| Vice President, Interim Chief Legal Officer and Corporate Secretary |
| 2025 Proxy Statement | 85
| ||
Table of Contents
UL SOLUTIONS INC. 333 PFINGSTEN RD NORTHBROOK, ILLINOIS 60062 Scan to View Materials & Vote VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 19, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting-Go to www.virtualshareholdermeeting.com/ULS2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE-1-800-690-6903 (toll-free) Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 19, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V71374-P29259 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY UL SOLUTIONS INC. The Board of Directors recommends you vote FOR the following proposals: 1. All of the following director nominees, each to hold office until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Nominees: 1a. Jennifer F. Scanlon 1b. James M. Shannon 1c. James P. Dollive 1d. Marla C. Gottschalk 1e. Friedrich Hecker 1f. Charles W. Hooper 1g. Kevin J. Kennedy 1h. Vikram U. Kini 1i. Sally Susman 1j. Michael H. Thaman For Withhold 1k. Elisabeth Torstad 1l. George A. Williams 2. The ratification of the retention of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. 3. The approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The Board of Directors recommends you vote 1 Year "1 YEAR". 4. The approval, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers. Note: Your proxy holder will also vote in their discretion on any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. For Withhold For Against Abstain 2 Years 3 Years Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com. V71375-P29259 UL SOLUTIONS INC. Annual Meeting of Stockholders Tuesday, May 20, 2025, 8:00 a.m. Central Time This proxy is solicited on behalf of the Board of Directors The stockholder(s) hereby appoint(s) Jennifer F. Scanlon and Ryan D. Robinson, or either of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A Common Stock and/or Class B Common Stock of UL SOLUTIONS INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually at 8:00 a.m. Central Time, on Tuesday, May 20, 2025, at www.virtualshareholdermeeting.com/ULS2025, and any adjournment or postponement thereof (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to serve or for good cause will not serve) and in their discretion on such other matters as may properly come before the meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side