(3) | The cash retainer is prorated to the nearest whole month for non-employee directors who serve for only a portion of the year. The retainer is also prorated for any director who attends fewer than 75% of the aggregate of the meetings of our board and the meetings of committees on which the director is a member. All of our directors fulfilled the meeting requirement in fiscal year 2020. Equity Compensation
Our non-employee directors receive a portion of their annual compensation in the form of equity grants in two parts. A portiongrant date fair value of the annual equity compensation is deliveredRSU grant to our Non-Executive Chairman and to each non-employee director in the form of an award of our common stock. The second portion is delivered in the form of a grant of restricted stock units, or RSUs, which vests 100% on the first anniversary of the date of grant. Each component of our non-employee equity compensation program is described in more detail below.
Stock Awards: In 2020, the Non-Executive Chairman2023 was awarded 1,471 shares$121,973 and each of the other non-employee directors was awarded 1,081 shares of our common stock with a fair market value of $136,038 and $99,971,$90,014 respectively. The number of shares granted was determined by dividing the grant value by the closing price of our stock on the date of grant. The granted shares are not subject to restrictions or vesting. We granted these awards on May 8, 2020, the annual grant date, which was the first day of the open trading window following our first quarter earnings release.
Restricted Stock Units: In 2020, the Non-Executive Chairman was awarded a grant of 1,182 RSUs and each of the other non-employee directors were awarded a grant of 922 RSUs with a fair market value of $108,980 and $85,008, respectively. Each RSU entitles the holder to receive one share of our common stock upon vesting. The number of RSUs granted was determined by dividing the fair market value by the Black-Scholes value of an RSU on the date of grant. We granted these awards on May 8, 2020, the annual grant date. The annual RSU grantgrants will fully vest on the first anniversaryscheduled date for our next annual meeting of shareholders, subject to the director’s continued service through such date of grant or, if earlier, upon the director’s death, disability or qualifying retirement, or the termination of the director’s service within 12 months following a change in control.
20 PerkinElmer • 2021 Proxy Statement
2020 Director Compensation
| | | | | | | | | | | | | | | | | | | | | | Name (1) | | Fees Earned or Paid in Cash ($)(2) | | | Stock Awards ($)(3)(4) | | | Option Awards ($)(4) | | | Total ($) | | Peter Barrett, PhD | | $ | 108,750 | | | $ | 184,979 | | | | — | | | $ | 293,729 | | Samuel R. Chapin | | $ | 115,000 | | | $ | 184,995 | | | | — | | | $ | 299,995 | | Sylvie Grégoire, PharmD | | $ | 90,000 | | | $ | 184,979 | | | | — | | | $ | 274,979 | | Alexis P. Michas | | $ | 189,000 | | | $ | 265,071 | | | | — | | | $ | 454,071 | | Patrick J. Sullivan (5) | | $ | 25,500 | | | | — | | | | — | | | $ | 25,500 | | Michel Vounatsos | | $ | 82,500 | | | $ | 214,146 | | | | — | | | $ | 296,646 | | Frank R. Witney, PhD | | $ | 90,000 | | | $ | 184,979 | | | | — | | | $ | 274,979 | | Pascale Witz | | $ | 90,000 | | | $ | 184,979 | | | | — | | | $ | 274,979 | |
NOTES
(1) | Directors who are employees of PerkinElmer receive no additional compensation for their services as directors. Dr. Prahlad R. Singh, who serves on our board, was compensated in his capacity as our Chief Executive Officer and did not receive any additional compensation for his service as a director in 2020. His compensation is reported in the Summary Compensation Table.
|
(2) | Variations in cash retainer amounts paid to individual directors in 2020 reflect additional retainer amounts paid to our Non-Executive Chairman and directors holding committee Chair roles. Annual cash retainer values are paid quarterly in May, August, November and February. In May 2020, to show confidence in the Company’s long-term prospects given the onset of the coronavirus pandemic as well as to conserve cash, each of the non-employee directors voluntarily elected to receive their May quarterly cash retainer values in the form of RSUs that will vest in full on the first anniversary of the date of grant subject to the director’s continued service through such date or, if earlier, upon the director’s death, disability or qualifying retirement, or the termination of the director’s service within 12 months following a change in control. The RSU grant was made on May 8, 2020 based on fair market value of $92.20 per share. Directors received the following number of RSUs on that date: Mr. Michas: 521; Mr. Chapin: 312: Dr. Barrett: 298; Drs. Grégoire and Witney, Mr. Vounatsos and Ms. Witz: 244.
|
(3) | The grant date fair value of the annual RSU grant to our Non-Executive Chairman and to each non-employee director in 2020 was $108,980 and $85,008 respectively. The grant date fair value of the annual share grant to our Non-Executive Chairman and to each non-employee director in 2020 was $136,038 and $99,971 respectively, and these shares were not subject to restriction or vesting. The amounts reported in this column represent the aggregate grant date fair value of awards of RSUs and shares granted to each listed director in fiscal year 2020. Mr. Michas received additional prorated equity grant on January 30, 2020 for his service as Non-Executive Chairman beginning at the start of fiscal year 2020 of 84 RSUs and 126 shares. Mr. Vounatsos received additional prorated equity grants on March 16, 2020 of 188 RSUs and 250 shares as a new board member. For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 19 to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended January 3, 2021. De minimis amounts were included in this column for Messrs. Chapin and Michas to reflect grant date fair values in excess of deferred cash retainer values with regard to the RSU grant made on May 8, 2020.
|
(4) | Options to purchase shares of our common stock were granted to our non-employee directors as part of their compensation until January 2015. Stock options granted to non-employee directors vested in three equal annual installments beginning one year from the grant date and are exercisable for seven years from the grant date. The remaining outstanding options for our directors are set to expire on April 29, 2021. Directors who leave our board have three months The grant date fair value of the annual share grant to our Non-Executive Chairman and to each non-employee director in 2023 was $158,109 and $110,054 respectively, and these shares were not subject to restriction or vesting. The amounts reported in this column represent the aggregate grant date fair value of awards of RSUs and shares granted to each listed director in fiscal year 2023. For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 17 to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2023.
|
PerkinElmer • 2021 Proxy Statement 21
(4) | after their departure to exercise their vested options, after which the options are cancelled, unless the departure is due to death or disability, in which case the options may be exercised for up to one year, or retirement from our board, in which case options may be exercised for three years after their departure. Directors qualify for retirement for purposes of our stock option awards after attaining both age 55 and ten years of service to the Company as a director. Total outstanding stock options held by our non-employee directors as of January 3, 2021 were as follows: Dr. Grégoire: 10,000; and Mr. Michas: 4,750.
|
Each of our non-employee directors held unvested restricted stock units as of January 3, 2021December 31, 2023 as follows: Mr. Michas: 1,703; Mr. Chapin: 1,234; Dr. Barrett: 1,220;1,061; Drs. Barrett, Grégoire, McMurry-Heath and Drs. GrégoireWitney: 783; Messrs. Chapin and Witney, Mr. VounatsosVounatsos: 783; and Ms. Witz: 1,166. 783. None of our non-employee directors held stock options as of December 31, 2023. Our non-employee directors receive annual share grants which are not subject to restriction and therefore held no shares of restricted stock as of January 3, 2021. PerkinElmerDecember 31, 2023. Revvity common stock held by each of our non-employee directors as of February 15, 202116, 2024 is reported under “Beneficial Ownership of Common Stock” below. |
(5) | (5) | Mr. Sullivan retired from our board on April 28, 2020.
|
New Director Compensation
New non-employee directors who serve for only a portionAmounts in this column are related to matching charitable donations made on behalf of the board service year receive a cash retainer and annual equity grants prorated to reflect the period he or she is anticipated to serve on our board during that year.
Business Travel Accident Insurance
Non-employee directors are provided with $250,000 of death benefit coverage under PerkinElmer’s business travel accident insurance policy which provides coverage while traveling on PerkinElmer business.
Director Stock Ownership Guidelines
Within five years of election to our board, we expect each non-employeedirector to own PerkinElmer stock with a fair market value equal to at least five times the annual cash retainer. For fiscal 2020, this value was $450,000 for all non-employee directors. As of February 16, 2021, all of our directors were in compliance with our stock ownership guidelines. See “Beneficial Ownership of Common Stock” below for the beneficial stock ownership of our directors.
Changes to Director Compensation
Our compensation and benefits committee periodically reviews and makes recommendations to the nominating and corporate governance committee regarding director compensation and director compensation policies. As part of these periodic reviews, the compensation and benefits committee obtains data and analyses from an independent compensation consultant with respect to director compensation programs at a number of companies identified by the compensation and benefits committee and the compensation consultant as industry peers. Our director compensation, including annual retainers and equity awards, is therefore subject to adjustment.Revvity Foundation.
On January 23, 2020, our board approved changes to director compensation that went into effect on April 28, 2020, the date of our 2020 annual meeting of shareholders. The fair market value of the annual RSU grant was increased from $75,000 to $85,000, and the annual additional cash retainer for the Chair of the compensation and benefits committee was increased from $15,000 to $20,000. The compensation and benefits committee recommended the changes to our nominating and corporate governance committee, which then recommended the changes for approval by our board.
Compensation for the non-executive Chair role and changes to director compensation were determined based on a comprehensive analysis of non-employee
|
New Director Compensation New non-employee directors who serve for only a portion of the board service year receive a cash retainer and annual equity grants prorated to reflect the period he or she is anticipated to serve on our board during that year. Revvity • 2024 Proxy Statement 23
Business Travel Accident Insurance Non-employee directors are provided with $250,000 of death benefit coverage under Revvity’s business travel accident insurance policy which provides coverage while traveling on Revvity business. Revvity Foundation for Charitable Giving Non-employee directors are eligible for up to a $5,000 per year match of their donations to eligible charities. Director Stock Ownership Guidelines Within five years of election to our board, we expect each non-employee director to own Revvity stock with a fair market value equal to at least five times the annual cash retainer. For fiscal 2023, this value was $450,000 for all non-employee directors. As of February 16, 2024, all of our directors were in compliance with our stock ownership guidelines. See “Beneficial Ownership of Common Stock” below for the beneficial stock ownership of our directors. Changes to Director Compensation Our compensation and benefits committee reviews and makes recommendations to the nominating and corporate governance committee regarding director compensation and director compensation policies on a bi-annual basis. As part of these periodic reviews, the compensation and benefits committee obtains data and analyses from an independent compensation consultant with respect to director compensation programs at a number of companies identified by the compensation and benefits committee and the compensation consultant as industry peers. Our director compensation, including annual retainers and equity awards, is therefore subject to adjustment. No changes to director compensation were made for the 2023 board year. On October 26, 2023, our board approved changes to director compensation that will go into effect on April 23, 2024, the date of our 2024 annual meeting of shareholders. The fair market value of the annual equity retainer grants for each director was increased by $25,000 to $225,000 from the current retainer of $200,000. No changes were made to annual cash retainer amounts or to the fair market value of the annual equity retainer grant for the Non-Executive Chairman. Compensation for the Non-Executive Chairman and compensation for directors for board years 2022 and 2023 was determined based on a comprehensive analysis of non-employee director compensation at a group of companies identified by the compensation and benefits committee’s compensation consultant and the compensation and benefits committee as our peers (which was the same group of peer companies used by the committee in its evaluation of executive compensation for fiscal 2022). These recommendations were intended to align our board compensation with market practice, which enables us to continue to attract and retain highly qualified board members. Please refer to “Compensation Discussion and Analysis — Determining Executive Pay — External Market Practices” for more information about the peer group used in connection with determining 2023 compensation. 24 Revvity • 2024 Proxy Statement
| 22 PerkinElmer • 2021 Proxy Statement
companies identified by the compensation and benefits committee’s compensation consultant and the compensation and benefits committee as our peers (which was the same group of peer companies used by the committee in its evaluation of executive compensation for fiscal 2019). These recommendations were intended to align our board compensation with market practice, which enables us to continue to attract and retain highly qualified board members. Please refer to “Compensation Discussion and Analysis — Compensation Policies — External Market Practices” for more information about the peer group used in connection with determining 2020 compensation. BENEFICIAL OWNERSHIP OF COMMON STOCK
PerkinElmer • 2021 Proxy Statement 23
| BENEFICIAL OWNERSHIP OF COMMON STOCK
|
The following table shows the number of shares of our common stock beneficially owned on February 16, 2021 by (1) each of the directors and nominees for director individually, (2) each of the executive officers named in the Summary Compensation Table below, (3) any person known to us to own beneficially more than five percent of our outstanding common stock and (4) all executive officers and directors as a group. The beneficial ownership set forth below includes any shares that the person has the right to acquire within 60 days after February 16, 2021 through the exercise or conversion of any stock option or other right.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name (1) | | Stock | | Stock-Based Holdings (2) | | Acquirable Within 60 Days (3) | | Total Shares Beneficially Owned (4) | | Percent of Class | | | | | | | BlackRock, Inc. (5) | | | | 7,348,587 | | | | | — | | | | | — | | | | | 7,348,587 | | | | | 6.6 | % | | | | | | | Capital Research Global Investors (6) | | | | 12,173,992 | | | | | — | | | | | — | | | | | 12,173,992 | | | | | 10.9 | % | | | | | | | Select Equity Group, L.P. (7) | | | | 10,326,192 | | | | | — | | | | | — | | | | | 10,326,192 | | | | | 9.2 | % | | | | | | | The Vanguard Group, Inc. (8) | | | | 12,135,133 | | | | | — | | | | | — | | | | | 12,135,133 | | | | | 10.8 | % | | | | | | | Peter Barrett, PhD | | | | 20,781 | | | | | — | | | | | — | | | | | 20,781 | | | | | * | | | | | | | | Samuel R. Chapin | | | | 10,150 | | | | | — | | | | | — | | | | | 10,150 | | | | | * | | | | | | | | Joel S. Goldberg | | | | 75,482 | | | | | — | | | | | 87,741 | | | | | 163,223 | | | | | * | | | | | | | | Sylvie Gregoire, PharmD | | | | 14,911 | | | | | — | | | | | 10,000 | | | | | 24,911 | | | | | * | | | | | | | | Alexis P. Michas | | | | 52,708 | | | | | 10,977 | | | | | 4,750 | | | | | 68,435 | | | | | * | | | | | | | | James M. Mock | | | | 32,648 | | | | | — | | | | | 32,599 | | | | | 65,247 | | | | | * | | | | | | | | Prahlad R. Singh, PhD | | | | 50,498 | | | | | — | | | | | 98,418 | | | | | 148,916 | | | | | * | | | | | | | | Daniel R. Tereau | | | | 10,105 | | | | | — | | | | | 25,369 | | | | | 35,474 | | | | | * | | | | | | | | Tajinder S. Vohra | | | | 12,354 | | | | | — | | | | | 26,925 | | | | | 39,279 | | | | | * | | | | | | | | Michel Vounatsos | | | | 1,331 | | | | | — | | | | | 188 | | | | | 1,519 | | | | | * | | | | | | | | Frank Witney, PhD | | | | 10,896 | | | | | — | | | | | — | | | | | 10,896 | | | | | * | | | | | | | | Pascale Witz | | | | 3,527 | | | | | — | | | | | — | | | | | 3,527 | | | | | * | | | | | | | | All executive officers and directors of the Company as a group, 14 in number | | | | 309,920 | | | | | 10,985 | | | | | 296,992 | | | | | 617,897 | | | | | * | |
|
The following table shows the number of shares of our common stock beneficially owned on February 16, 2024 by (1) each of the directors and nominees for director individually, (2) each of the executive officers named in the Summary Compensation Table below, (3) any person known to us to own beneficially more than five percent of our outstanding common stock and (4) all executive officers and directors as a group. The beneficial ownership set forth below includes any shares that the person has the right to acquire within 60 days after February 16, 2024 through the exercise or conversion of any stock option or other right. | | | | | | | | | | | | | | | | | | | | | | | | | | | Name (1) | | Stock (Aggregate Amount) | | | Stock-Based Holdings (2) | | | Acquirable Within 60 Days (3) | | | Total Shares Beneficially Owned (4) | | | Percent of Class | | | | | | | | BlackRock, Inc. (5) | | | 8,686,672 | | | | — | | | | — | | | | 8,686,672 | | | | 7.0 | % | | | | | | | Capital Research Global Investors (6) | | | 7,678,658 | | | | — | | | | — | | | | 7,678,658 | | | | 6.2 | % | | | | | | | Select Equity Group, L.P. (7) | | | 11,272,550 | | | | — | | | | — | | | | 11,272,550 | | | | 9.1 | % | | | | | | | The Vanguard Group, Inc. (8) | | | 14,177,103 | | | | — | | | | — | | | | 14,177,103 | | | | 11.5 | % | | | | | | | T. Rowe Price Investment Management, Inc. (9) | | | 15,643,020 | | | | — | | | | — | | | | 15,643,020 | | | | 12.7 | % | | | | | | | Peter Barrett | | | 20,623 | | | | 0 | | | | 0 | | | | 20,623 | | | | * | | | | | | | | Samuel R. Chapin | | | 15,006 | | | | 0 | | | | 0 | | | | 15,006 | | | | * | | | | | | | | Joel S. Goldberg | | | 41,735 | | | | 63,709 | | | | 59,405 | | | | 164,849 | | | | * | | | | | | | | Sylvie Grégoire, PharmD | | | 19,699 | | | | 0 | | | | 0 | | | | 19,699 | | | | * | | | | | | | | Michael A. Klobuchar | | | 264 | | | | 0 | | | | 0 | | | | 264 | | | | * | | | | | | | | Maxwell Krakowiak | | | 3,207 | | | | 0 | | | | 13,859 | | | | 17,066 | | | | * | | | | | | | | Michelle McMurry-Heath, MD/PhD | | | 2,013 | | | | 0 | | | | 0 | | | | 2,013 | | | | * | | | | | | | | Alexis P. Michas | | | 45,126 | | | | 18,788 | | | | 0 | | | | 63,914 | | | | * | | | | | | | | Prahlad R. Singh, PhD | | | 103,414 | | | | 25,088 | | | | 168,416 | | | | 296,918 | | | | * | | | | | | | | Sophie V. Vandebroek | | | 264 | | | | 0 | | | | 0 | | | | 264 | | | | * | | | | | | | | Miriame Victor | | | 8,834 | | | | 0 | | | | 13,853 | | | | 22,687 | | | | * | | | | | | | | Tajinder Vohra | | | 15,981 | | | | 0 | | | | 36,874 | | | | 52,855 | | | | * | | | | | | | | Michel Vounatsos | | | 6,307 | | | | 0 | | | | 0 | | | | 6,307 | | | | * | | | | | | | | Frank Witney, PhD | | | 15,684 | | | | 0 | | | | 0 | | | | 15,684 | | | | * | | | | | | | | Pascale Witz | | | 8,315 | | | | 0 | | | | 0 | | | | 8,315 | | | | * | | | | | | | | All executive officers and directors of the Company as a group, 16 in number | | | 319,718 | | | | 107,585 | | | | 312,320 | | | | 739,623 | | | | * | |
NOTES (1) | Except to the extent noted below, each individual or entity has sole voting and investment power over the shares of common stock identified in the table as beneficially owned by the individual, other than shares accrued under our deferred compensation plan that may not be sold until distributed from the plan, and shares of restricted stock which may not be sold until they have fully vested. |
(2) | This column represents indirect holdings of PerkinElmer’s common stock, including, for example, investments in the PerkinElmer
Revvity • 2024 Proxy Statement 25
(2) | This column represents indirect holdings of Revvity’s common stock, including, for example, investments in the Revvity stock fund selected by the employee in our retirement savings plan, and shares that are accrued under deferred compensation arrangements and are payable 100% in common stock at the time of distribution. This column also includes shares held by spouses, minor children and trusts. |
|
(3) | (3) | Represents shares of common stock that may be acquired within 60 days after February 16, 2021Represents shares of common stock that may be acquired within 60 days after February 16, 2024 upon the exercise of outstanding stock options and the vesting of restricted stock units.
|
(4) | 24 PerkinElmer • 2021 Proxy StatementRepresents the sum of the shares set forth for the individual in each of the “Stock,” “Stock-Based Holdings” and “Acquirable Within 60 Days” columns.
|
(5) |
(4) | Represents the sum of the shares set forth for the individual in each of the “Stock,” “Stock-Based Holdings” and “Acquirable Within 60 Days” columns.Based on information set forth in a Schedule 13G/A filed with the Securities and Exchange Commission on January 26, 2024 by BlackRock, Inc., reporting sole power to vote or direct the vote over 7,842,074 shares, and sole power to dispose or direct the disposition of 8,686,672 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.
|
|
(6) | Based on information set forth in a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2024 by Capital Research Global Investors, a division of Capital Research and Management Company, reporting sole power to vote or direct the vote over 7,657,955 shares, and sole power to dispose or direct the disposition of 7,678,658 shares. The address of Capital Research Global Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071. (5) | Based on information set forth in a Schedule 13G/A filed with the Securities and Exchange Commission on January 29, 2021 by BlackRock, Inc., reporting sole power to vote or direct the vote over 6,470,726 shares, and sole power to dispose or direct the disposition of 7,348,587 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
|
|
(7) | Based on information set forth in a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2024 by Select Equity Group, L.P., reporting shared power to vote or direct the vote over 11,272,550 shares, and shared power to dispose or direct the disposition of 11,272,550 shares. The address of Select Equity Group, L.P. is 380 Lafayette Street, 6th Floor, New York, New York 10003. (6) | Based on information set forth in a Schedule 13G/A filed with the Securities and Exchange Commission on February 16, 2021 by Capital Research Global Investors, a division of Capital Research and Management Company, reporting sole power to vote or direct the vote over 12,163,697 shares, and sole power to dispose or direct the disposition of 12,173,992 shares. The address of Capital Research Global Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071.
|
|
(8) | (7) | Based on information set forth in a Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2021 by Select Equity Group, L.P., reporting shared power to vote or direct the vote over, and shared power to dispose or direct the disposition of 10,326,192 shares. The address of Select Equity Group, L.P. is 380 Lafayette Street, 6th Floor, New York, New York 10003.
|
(8) | Based on information set forth in a Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2021 by The Vanguard Group, Inc., reporting shared power to vote or direct the vote over 181,260 shares, sole power to dispose or direct the disposition of 11,710,947 shares, and shared power to dispose or direct the disposition of 424,186Based on information set forth in a Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2024 by The Vanguard Group, Inc., reporting shared power to vote or direct the vote over 150,526 shares, sole power to dispose or direct the disposition of 13,656,528 shares, and shared power to dispose or direct the disposition of 520,575 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
|
(9) | PerkinElmer • 2021 Proxy Statement 25
Compensation Discussion and Analysis
PerkinElmer is a leading provider of products, services and solutions for the diagnostics, life sciences and applied markets. Through our advanced technologies and differentiated solutions, we address critical issues that help to improve lives and the world around us. We operate in scientific, fast-paced, ever-evolving markets in which there is a high level of competition for market share and limited talent. The goals of our executive compensation program are to attract, retain and motivate talented executives to enable the Company to be successfulBased on information set forth in a highly competitive environment.Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2024 by T. Rowe Price Investment Management, Inc. reporting sole power to vote or direct the vote over 4,089,806 shares, and sole power to dispose or direct the disposition of 15,643,020 shares. The address of T. Rowe Price Investment Management, Inc. is 101 East Pratt Street, Baltimore, Maryland 21201.
|
26 Revvity • 2024 Proxy Statement
| The structure of our executive compensation program supports our business strategy by driving top-line growth while remaining focused on profitability, productivity, and creating sustainable market positions for our products, technology and services. We believe this enhances the value of our shareholders’ investment and, over time, will generate sustainable shareholder value through stock price appreciation. EXECUTIVE COMPENSATION
Our named executive officers for fiscal year 2020
|
Compensation Discussion and Analysis Revvity is a leading provider of health science solutions, technologies, expertise and services that deliver complete workflows from discovery to development, and diagnosis to cure. Revvity is revolutionizing what’s possible in healthcare, with specialized focus areas in translational multi-omics technologies, biomarker identification, imaging, prediction, screening, detection and diagnosis, informatics and more. The structure of our executive compensation program supports our business strategy by driving top-line growth while remaining focused on profitability, productivity, investment opportunities and creating sustainable market positions for our products, technology and services. We believe this enhances the value of our shareholders’ investment and, over time, will generate sustainable shareholder value through stock price appreciation. Our named executive officers for fiscal year 2023 are as follows: | • | | Prahlad R. Singh: President and Chief Executive Officer |
| • | | James M. Mock:Maxwell Krakowiak: Senior Vice President and Chief Financial Officer
|
| • | | Joel S. Goldberg: Senior Vice President, Administration, General Counsel and Secretary |
| • | | Daniel R. Tereau: Senior Vice President, Strategy and Business Development
Tajinder S. Vohra: Senior Vice President, Global Operations Executive Summary
To provide context for the full description of our executive compensation programs that follows, we highlight below key information and achievements that impacted our executive compensation program for 2020 and future periods.
2020 Performance Highlights. In 2020, we made significant progress against our strategic priorities and delivered strong financial results. Our positive performance was the result of both strategic investments and execution on operational initiatives.
We reported both GAAP revenue and adjusted revenue of $3.78 billion for fiscal year 2020, as compared to $2.88 billion for both GAAP revenue and adjusted revenue for fiscal year 2019, representing 31% year over year growth on both a GAAP revenue and adjusted revenue basis. We also grew organic revenue by 29% in 2020.
We reported GAAP earnings per share from continuing operations of $6.50 for fiscal year 2020 representing 219% year over year growth. We reported adjusted earnings per share from continuing operations of $8.30 for fiscal year 2020 representing 102% year over year growth.
| • | | We shipped more than 25 million COVID-19 PCR tests, facilitated more than 1,000 new Diagnostics customers in their efforts to combat the COVID-19 pandemic, tripled our chemagicTM installed base to over 1,600 instruments worldwide and launched best-in-class solutions such as our explorerTM G3 Integrated Workstation, which boasts unparalleled sample throughput and setup flexibility.
|
| • | | We made strategic investments in the Company. We invested an incremental $25 million in peopleMiriame Victor: Senior Vice President and digital capabilities and more than $200 million in R&D to ensure that we continue to build a robust pipeline of new products across a full suite of technologies.Chief Commercial Officer
|
Executive Summary To provide context for the full description of our executive compensation programs that follows, we highlight below key information and achievements that impacted our executive compensation program for 2023 and future periods. 2023 Performance Highlights During fiscal year 2023, our team overcame industrywide headwinds leading to top quartile and differentiated financial results for the year. Our performance in the face of an evolving macro environment is both a testament to the hard work of our incredible team and the result of the transformation that has taken place at our Company in recent years, not only from a portfolio composition standpoint, but also from an operational agility and collaboration perspective. Highlights of our fiscal year 2023 performance include: GAAP earnings per share from continuing operations of $1.44 for fiscal year 2023, as compared to GAAP earnings per share from continuing operations of $4.06 for fiscal year 2022. Adjusted earnings per share from continuing operations for fiscal year 2023 was $4.65, as compared to $6.92 in fiscal year 2022. GAAP revenue for fiscal year 2023 of $2,751 million, as compared to $3,312 million in fiscal year 2022. GAAP operating income from continuing operations for fiscal year 2023 of $301 million, as compared to $743 million in fiscal year 2022. GAAP operating profit margin from continuing operations was 10.9% as a percentage of revenue for fiscal year 2023, as compared to 22.4% for fiscal year 2022. A reconciliation of our GAAP results to the non-GAAP financial measure set forth above, adjusted earnings per share from continuing operations, can be found in Appendix A to this proxy statement. Revvity • 2024 Proxy Statement 27
Compensation Outcomes.Short- and long-term incentive plan payments made to our named executive officers were aligned with our financial results in 2023 as follows: 2023 Global Incentive Compensation Program (Global ICP). Achievement against 2023 Global ICP corporate financial goals for fiscal 2023 was 17%. Fiscal year 2023 performance relative to our Global ICP goals is described further under “Short-Term Incentive Program” below. 2021 Long-Term Incentive Program (LTIP). The three-year performance period under our 2021 LTIP concluded in fiscal year 2023, resulting in the vesting and payment of performance restricted stock units, or PRSUs, granted in 2021. Adjusted revenue and adjusted earnings per share performance for the three-year period from 2021-2023 resulted in 137% achievement against 2021 LTIP financial goals. We define adjusted revenue as GAAP revenue, including purchase accounting adjustments for revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules. PRSU goals and payments under the 2021 LTIP are described further under “Long-Term Incentive Program” below. We believe sustained performance against the combination of revenue and profitability financial goals represented in our executive incentive plans, as well as continued execution against our strategic goals, will create value for our shareholders over the long term. Compensation Best Practices. We employ the following policies and practices that are designed to ensure our executive compensation programs are well-governed, reflect market-based best practices and do not promote inappropriate risk-taking. The committee regularly reviews our executive compensation programs to ensure they are designed to reflect market-based best practices, effectively support the achievement of our financial and strategic goals, and do not promote inappropriate risk-taking. Our compensation practices include the following: | | | | | | | | ✔ What We added exciting assets to the PerkinElmer family, including Horizon Discovery Group plc, which uniquely positions us to propel cellDo | | | | x What We Don’t Do | | | | Clawback policy on incentive plans and gene research forward throughcertain stock option gains | | | | No hedging or pledging of company stock | | | | Meaningful stock ownership guidelines for our combined26 PerkinElmer • 2021 Proxy Statement
| screening and genomic solutions, and earlier this month we closed on the acquisition of Oxford Immunotec Global, which will grow our portfolio of advanced infectious disease testing solutions to include tuberculosis detection. executives and directors | | | | No excise tax gross-ups (new employment agreements entered into after July 2010) |
A reconciliation
| | | Regular review of our GAAP results to the non-GAAP financial measures set forth above, including adjusted revenue, adjusted revenue growth, organic revenue growthexecutive compensation and adjusted EPSbenefit program | | | | No option repricing without stockholder approval | | | | Independent Compensation and adjusted EPS growth from continuing operations, can be foundBenefits committee. Regular meetings in Appendix A to this proxy statement.Compensation Outcomes. Short- and long-term incentive plan payments made to our named executive officers were aligned with our financial results in 2020 as follows:
2020 Global Incentive Compensation Program (Global ICP). Achievement against 2020 Global ICP corporate financial goals for fiscal 2020 was 188%. Fiscal year 2020 performance relative to our Global ICP goals is described further under “Short-Term Incentive Program” below.
2018 Long Term Incentive Program (LTIP). The three-year performance period under our 2018 LTIP concluded in fiscal year 2020, resulting in the vesting and payment of performance restricted stock units (PRSUs) and performance cash units granted in 2018. Total revenue growth, adjusted gross margin expansion, and relative total shareholder return (relative TSR) performance in 2018, 2019 and 2020 resulted in 214% achievement against 2018 LTIP financial goals. We define total revenue growth as the three-year simple average of adjusted revenue growth calculated on a constant currency basis. We define adjusted gross margin expansion as the cumulative basis point improvement in adjusted gross margin over the three-year period. Relative TSR is the percentage increasesession without management
| | | | No unnecessary risk-taking in our stock price plus dividends received, compared to the total shareholder return performance of a group of comparator companies over the three-year period. PRSU and performance cash unit goals and payments under the 2018 LTIP are described further under “Long-Term Incentive Program” below.We believe sustained performance against the combination of revenue and profitability financial goals representedcompensation programs
| | | | Retain independent third-party compensation consultant | | | | No single trigger equity vesting upon change in our executive incentive plans, as well as continued execution against our strategic goals, will create value for our shareholders over the long term.PerkinElmer • 2021 Proxy Statement 27
Compensation Best Practices. We employ the following policies and practices that are designed to ensure our executive compensation programs are well-governed, reflect market-based best practices and do not promote inappropriate risk taking. The committee regularly reviews our executive compensation programs to ensure they are designed to reflect market-based best practices, effectively support the achievement of our financial and strategic goals, and do not promote inappropriate risk taking. Our compensation practices include the following:
control (new employment agreements entered into after February 2010) | | | | | | | | | | ✔ What We Do | | | | x What We Don’t Do | | | | Clawback policy on incentive plans and certain stock option gains | | | | No hedging or pledging of company stock | | | | Meaningful stock ownership guidelines for our executives and directors | | | | No excise tax gross-ups (new employment agreements entered into after July 2010) | | | | Regular review of executive compensation & benefit program | | | | No option repricing without stockholder approval | | | | Independent Compensation & Benefits committee. Regular meetings in executive session without management | | | | No unnecessary risk taking in our compensation programs | | | | Retains independent third party compensation consultant | | | | No single trigger equity vesting upon change in control (new employment agreements entered into after February 2010) | | | | Annual shareholder advisory vote on executive compensation program | | | | | | | | Significant portion of executive compensation tied to company performance | | | | | | | | Annual compensation risk assessment process | | | | | | | | Evaluation of executive compensation occurs annually against a competitive company peer group | | | | | Shareholder Engagement. Our board adopted the recommendation of our shareholders to hold annual shareholder advisory votes on our executive compensation program, consistent with the outcome of the shareholder votes on the frequency of such votes at the 2011 and 2017 annual meetings of shareholders. At our 2020 annual meeting of shareholders, we held our annual shareholder advisory vote on the compensation of our named executive officers, or “say-on-pay” vote, as required by Section 14A of the Exchange Act. At the meeting, 80.49% of the shareholder votes cast were in favor of our say-on-pay proposal.
In advance of the say-on-pay vote, our management extended invitations to discuss our 2020 proxy statement, including the compensation discussion and analysis and our executive compensation program to each of our twenty-five largest investors at that time (ranked by percentage owned of shares outstanding) to solicit their feedback and answer their questions. We have proactively extended this invitation to our largest investors in each of the past ten years, and plan to continue to do so in the future.
Neither management nor the committee received feedback from our investors suggesting specific changes to our executive compensation program during fiscal 2020. The committee also observed that 80.49% of the shareholder votes cast on the say-on-pay proposal at our 2020 annual meeting of shareholders were in support of our executive compensation program. PerkinElmer’s say-on-pay results have historically been very strong, ranging from approximately 94% to 98% over our three
28 PerkinElmer • 2021 Proxy Statement
prior annual meetings. We engaged in a variety of investor outreach actions and determined that the lower say-on-pay result for 2020 was unrelated to any concerns about our executive pay programs. Accordingly, the committee did not implement material changes to the executive compensation program in fiscal year 2020 in response to the shareholder say-on-pay vote. The committee will continue to carefully consider feedback from shareholders and we will continue to proactively solicit feedback from investors. The committee also annually engages its independent compensation consultant to present an overview
| | | | | | | | Significant portion of executive compensation trends that may be importanttied to investors. The committee’s considerationcompany performance | | | | | | | | Annual compensation risk assessment process | | | | | | | | Evaluation of feedback from shareholders, along with market information and analysis provided by the independent compensation consultant, have influenced a number of changes to our executive compensation occurs annually against a competitive company peer group | | | | | |
28 Revvity • 2024 Proxy Statement
Shareholder Engagement.Our board adopted the recommendation of our shareholders to hold annual shareholder advisory votes on our executive compensation program, consistent with the outcome of the shareholder votes on the frequency of such votes at the 2011, 2017 and 2023 annual meetings of shareholders. At our 2023 annual meeting of shareholders, we held our annual shareholder advisory vote on the compensation of our named executive officers, or “say-on-pay” vote, as required by Section 14A of the Exchange Act. At the meeting, 95.2% of the shareholder votes cast were in favor of our say-on-pay proposal. In advance of the say-on-pay vote, our management extended invitations to discuss our 2023 proxy statement, including the compensation discussion and analysis and our executive compensation program, to each of our twenty-five largest investors at that time (ranked by percentage owned of shares outstanding) to solicit their feedback and answer their questions. We have proactively extended this invitation to our largest investors on an annual basis for more than fifteen years, and plan to continue to do so in the future. Additionally, we also extend invitations to this same group of investors later in the year to provide feedback in connection with the release of our Environmental, Social, & Governance Report. Neither management nor the committee received feedback at the time from our investors suggesting specific changes to our executive compensation program during fiscal 2023. The committee also observed that 95.2% of the shareholder votes cast on the say-on-pay proposal at our 2023 annual meeting of shareholders were in support of our executive compensation program, consistent with a history of investor support for our executive compensation program. Subsequent to the annual meeting, we continued to engage in a variety of investor outreach events including the 44th Annual Goldman Sachs Global Healthcare Conference in June 2023; the 2023 Wells Fargo Healthcare Conference, the Baird 2023 Global Healthcare Conference, and the Bank of America European Healthcare Conference in September 2023; the 6th Annual Evercore ISI HealthCONx Conference in November 2023; and the J.P. Morgan Healthcare Conference in January 2024. We also held several separate calls with investors over the course of the year. During these individual conversations, investors reiterated their continued support for our executive compensation programs and the alignment of our executive compensation performance metrics with the drivers of our long-term growth and success. The committee will continue to carefully consider feedback from shareholders and we will continue to proactively solicit feedback from investors. The committee also annually engages its independent compensation consultant to present an overview of executive compensation trends that may be important to investors. The committee’s consideration of feedback from shareholders, along with market information and analysis provided by the independent compensation consultant, have influenced a number of changes to our executive compensation program over the past several years. The committee will also continue to design our executive compensation program guided by our executive compensation philosophy and core principles as described below. Executive Compensation Philosophy and Core Principles: Overview We apply the following compensation philosophy in structuring the compensation of our executive officers, including the named executive officers. We believe that pay should be performance-based, vary with the attainment of specific objectives, and be closely aligned with the interests of our shareholders. To implement this philosophy, the committee, working with management and the committee’s compensation consultant, has established core principles to guide the design and operation of our compensation program. We aim to: provide market-competitive compensation to attract and retain executive talent with the capability to lead within a global company, emphasize variable pay to align executive compensation with the achievement of results that drive Revvity’s business strategy, Revvity • 2024 Proxy Statement 29
use equity-based incentive plans to tie a significant portion of compensation to Revvity’s long-term results and align the executive’s financial interests with those of our shareholders, deliver compensation in the aggregate that is commensurate with Revvity’s results, design executive compensation programs that are affordable for our Company, including with respect to design our executive compensation program guided by our executive compensation philosophy and core principles as described below. Executive Compensation Philosophy and Core Principles: Overview
We apply the following compensation philosophy in structuring the compensation of our executive officers, including the named executive officers. We believe that pay should be performance-based, vary with the attainment of specific objectives, and be closely aligned with the interests of our shareholders. To implement this philosophy, the committee, working with management and the committee’s compensation consultant, has established core principles to guide the design and operation of our compensation program. We aim to:
provide market-competitive compensation to attract and retain executive talent with the capability to lead within a global company,
emphasize variable pay to align executive compensation with the achievement of results that drive PerkinElmer’s business strategy,
use equity-based incentive plans to tie a significant portion of compensation to PerkinElmer’s long-term results and align the executive’s financial interests with those of our shareholders,
deliver compensation in the aggregate that is commensurate with PerkinElmer’s results,
design executive compensation programs that are affordable for the Company, including their impact on earnings,
design executive incentive plans that do not promote inappropriate or excessive risk-taking, promote executive ownership of Revvity stock to further align executives’ financial interests with shareholders’ interests and to facilitate an ownership culture among executives, be flexible to respond to changing needs of the business, consider shareholder feedback, and be transparent, so that both executives and other stakeholders understand the executive compensation program and the objectives it seeks to achieve. Oversight of the Executive Compensation Program The compensation and benefits committee directs the design and oversees the operation of our executive compensation program. A description of the committee’s structure, roles and responsibilities can be found above under the heading “Board of Directors Meetings and Committees.” Role of the compensation and benefits committee. The agenda for meetings of the compensation and benefits committee is proposed by the Chair of the committee with assistance from our Chief Executive Officer and other members of management. Agenda topics are also proposed by committee members. At the invitation of the Chair of the committee, compensation and benefits committee meetings held in fiscal year 2023 were regularly attended by our Non-Executive Chairman, Chief Executive Officer, our Senior Vice President, Administration, General Counsel and Secretary, our Senior Vice President, Chief People and Culture Officer, our Vice President, Rewards & Well-Being, as well as the committee’s compensation consultant. For part of each meeting, the committee meets in executive session without the Chief Executive Officer and other members of management present. The committee’s compensation consultant attends executive sessions as requested by the committee. The committee’s Chair regularly reports the committee’s recommendations and decisions on executive compensation to our board. The compensation and benefits committee has the authority under its charter to directly retain, review fees for, and terminate advisors and consultants as it deems necessary to assist in the fulfillment of its responsibilities Role of the independent compensation consultant. The independent compensation consultant provides data and analyses that serve as the basis for setting executive officer and director compensation levels and advises the committee on compensation decisions. The compensation consultant also advises the committee on the structure of executive officer and director compensation programs, including the design of incentive plans, the forms and mix of compensation, regulatory requirements and other topics relevant to executive and board compensation. During fiscal year 2023, the committee retained Pearl Meyer as its compensation consultant. The committee reviews the independence of its compensation consultant annually and found no conflict of interest with Pearl Meyer during its 2023 independence review. The committee’s compensation consultant does not provide services to our management. The committee has adopted protocols governing if and when its compensation consultant’s advice and recommendations to the committee can be shared with management, recognizing that, in advising the committee, it is necessary for the compensation consultant to interact with management to gather information. The committee also determines the appropriate forum for receiving recommendations from its compensation consultant. Where appropriate, the committee invites management to provide context for the recommendations. In other cases, the committee receives the compensation consultant’s recommendations in executive session where management is not present. The committee also engages directly with its compensation 30 Revvity • 2024 Proxy Statement
consultant between meetings, as deemed necessary by the committee. This approach further protects the committee’s ability to receive objective advice from the compensation consultant and establishes a forum for independent decisions about executive pay. Role of our Chief Executive Officer. The Chief Executive Officer regularly attends a portion of each committee meeting. He provides the committee with his assessment of the performance of the other named executive officers and his perspective on the factors described above used to develop his recommendations for compensation. The committee discusses each named executive officer and the Chief Executive Officer’s recommendations in detail, including how the recommendations compare against the external market data, and how the compensation levels of the executives compare to each other and to the Chief Executive Officer’s. The committee approves or modifies the Chief Executive Officer’s recommendations. The Chief Executive Officer does not make recommendations to the committee, or participate in committee decision-making, regarding his own compensation. Our Chief Executive Officer and other executive officers may be authorized by the committee to fulfill certain administrative duties regarding compensation and benefit programs. At the end of the fiscal year, our Chief Executive Officer’s annual performance is evaluated by our full board against both his financial and non-financial goals, which are approved by the committee early in the fiscal year. In addition, he provides an assessment of his performance relative to the goals. The committee discusses the Chief Executive Officer’s assessment as well as the committee members’ and all other board members’ assessments of his performance in executive session. The Chief Executive Officer is not present during the executive session discussion of his performance. Working with its compensation consultant, the committee determines and approves the Chief Executive Officer’s base salary, short-term incentive plan target and payment under the Global ICP (consistent with the terms of the plan described below), and long-term incentive program targets and awards (consistent with the terms of the plan described below). Determining Executive Pay Market Positioning. The committee’s policy is to manage total target compensation (and each element) to the median of the competitive market over time. Through the range of opportunities provided in our short- and long-term incentive programs (each discussed more fully below), actual payments may exceed the median when our performance exceeds Revvity’s targeted objectives and may fall below the median when performance is below target. An individual named executive officer’s total compensation (or an element) in any given year may be set above or below median, depending on experience, tenure, performance and internal equity. External Market Practices. The committee annually reviews market compensation levels to determine whether total compensation for our executives remains in the targeted pay range and adjusts when appropriate. This assessment includes evaluation of base salary, and short- and long-term incentive opportunities against a peer group of industry companies with whom we compete for executive talent and in other business matters, supplemented with industry-specific aggregated survey data for companies of comparable size to Revvity, as measured by annual revenues. In general, the committee gives primary consideration to the peer group information because the peer companies resemble us more closely than the survey participants in terms of size and industry. The committee assesses the data by reviewing compensation arrangements for positions with comparable complexity and scope of responsibility to the positions at Revvity. In addition, the committee assesses rewards such as health benefits, retirement programs and perquisites relative to the market. The committee considers external market data as a general indication of competitive market pay levels and does not maintain a policy that executive officer pay must conform to a specific level relative to the market data. Working with its compensation consultant, the committee reviews the peer group periodically to ensure that the peer companies selected remain appropriate for compensation and performance comparison purposes. Companies are selected based on industry and size, reflected by both revenue Revvity • 2024 Proxy Statement 31
and market capitalization. The committee’s goal is to assemble a group of companies that represents our competitors for executive talent. For 2023, this analysis was conducted after the completion of the previously announced divestiture of our Applied, Food and Enterprise Services businesses to New Mountain Capital, a growth-oriented investment firm, in March 2023. The peer companies used by the committee for pay comparisons and for evaluating relative performance leading to approval of 2023 executive compensation are shown below and were the same as the peer companies used by the committee in its evaluation of 2022 executive compensation, except for the following changes to improve the comparability of the group to Revvity in terms of business focus and/or company size as measured by revenue and market cap: Danaher Corporation and QuidelOrtho Corporation were added because of their business comparability to Revvity, and Mettler Toledo Int’l Inc. and Teleflex Incorporated were removed because of their lack of business comparability to Revvity. The median revenue of the peer group at the time it was approved was $3,380 million and Revvity’s revenue was at the 35th percentile of the peer group at the time of the analysis. The median market cap of the peer group at the time it was approved was $14,330 million and Revvity was at the 55th percentile of the peer group at the time of the analysis. | | | | | | | 2023 Peer Group | | | | | • Agilent Technologies, Inc. | | • Bruker Corporation | | • Hologic, Inc. | | • The Cooper Companies, Inc. | | | | | • Avantor, Inc. | | • Catalent, Inc. | | • Illumina, Inc. | | • Thermo Fischer Scientific Inc. | | | | | • Bio-Rad Laboratories, Inc. | | • Danaher Corporation | | • QIAGEN N.V. | | • Waters Corporation | | | | | • Bio-Techne Corporation | | • Exact Sciences Corporation | | • QuidelOrtho Corporation | | |
Other Factors Influencing Compensation. When making compensation decisions, the committee takes many other factors into account, including the individual’s performance against individual goals (particularly over the past year), the individual’s expected future contributions to Revvity’s success, the financial and operational results of Revvity, the individual’s historical compensation and any retention concerns, and the Chief Executive Officer’s recommendations (in the case of named executive officers other than the Chief Executive Officer). In looking at historical compensation, the committee looks at the progression of salary increases over time, and also looks at the unvested and vested value of outstanding equity awards. The committee uses the same factors in evaluating the Chief Executive Officer’s performance and compensation that it uses for the other named executive officers. Pay Mix. In accordance with our pay-for-performance compensation philosophy and because the named executive officers are in a position to directly influence the overall performance of the Company, they have a significant portion of their target compensation at risk through short-and long-term incentive programs. Not including the cost of benefits, in 2023, our Chief Executive Officer had 89% of his target compensation at risk, and on average our other named executive officers had 78% of their target compensation at risk (that is, subject to either performance requirements and/or service requirements). Additionally, to align executive officer compensation with long-term corporate success, a significant percentage of the named executive officers’ target compensation opportunity is delivered in the form of long-term incentive compensation through our LTIP. In 2023, 75% of our Chief Executive Officer’s total target compensation opportunity and 63% of the other named executive officers’ total target compensation opportunity on average were delivered through long- 32 Revvity • 2024 Proxy Statement
term incentive compensation based on the fair market value on the date of grant. Half (50%) of the long-term incentive compensation granted to our named executive officers in fiscal 2023 will vest solely based upon the achievement of financial performance metrics. Also, to align the interests of executive officers with shareholders and to support an ownership culture, 100% of the named executive officers’, including the Chief Executive Officer’s, 2023 target long-term incentive compensation opportunity was provided using equity-based vehicles (stock options, restricted stock, and PRSUs). 2023 Target Total Compensation Pay at Risk The committee has determined that our Chief Executive Officer should have a higher percentage of his total target compensation delivered in the form of performance-based incentives than the other named executive officers, due to his impact on, and higher accountability for, Company performance. Market and peer company information presented to the committee as part of the annual executive compensation program review supports that this is a competitive practice. We expect to continue to deliver the majority of our target executive compensation through performance-based incentive programs, although the committee reserves the right to vary the pay mix by individual. The pay mix may also change annually, based on the committee’s evaluation of competitive external market practices and its determination of how to best align our executive incentive compensation programs with achievement of our business goals. Pay for Results. We have a strong culture of paying for results. This is evidenced by the significant percentage of our executive compensation package tied to short- or long-term performance. In evaluating results against performance metrics and associated achievement, the committee looked primarily at overall corporate financial metrics as an indicator of business performance. For 2023, the primary metrics for our Global ICP are non-COVID organic revenue growth, adjusted EPS and free cash flow conversion. The metrics for our 2023 LTIP program are non-COVID organic revenue growth and adjusted operating margin expansion. The metrics for our 2022 LTIP program are adjusted revenue and adjusted EPS. Our 2023 and 2022 LTIP programs also include a relative TSR modifier as a performance metric. The metrics for our 2021 LTIP program were adjusted revenue and adjusted EPS. The committee selected these metrics to capture the most important aspects of financial performance in the form of revenue growth, profitability and shareholder return. We define non-COVID organic revenue as revenue adjusted for the impact of items related to foreign exchange, acquisitions, divestitures and certain other items, and excluding revenue from COVID-related products and services, and the related term non-COVID organic revenue growth to refer to the measure of comparing current period organic revenue excluding revenue from COVID-related products and services with the corresponding period of the prior year excluding revenue from COVID-related products and services. We define COVID revenue as revenue from the sales of COVID-related products and services, and we distinguish it from organic revenue to maintain focus on the growth of our core businesses. Revvity • 2024 Proxy Statement 33
We define adjusted operating margin expansion as the change year over year in the operating margin percent of revenue. We define adjusted revenue as GAAP revenue, including purchase accounting adjustments for revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules. We define adjusted EPS as earnings per share adjusted for the impact of items related to acquisitions, divestitures, business repositioning, mark-to-market on post-retirement benefits and certain other items, and we define free cash flow as operating cash flow from continuing operations less capital expenditures. Non-COVID organic revenue growth was selected for the 2023 Global ICP and 2023 LTIP, because this metric reflects financial performance, which is a strong indicator of our long-term ability to drive shareholder value. Adjusted EPS and free cash flow were selected for the 2023 Global ICP and adjusted operating margin expansion was selected for the 2023 LTIP program because these metrics measure profitability, which provides us with the means to invest in both product and service innovation as well as business development opportunities that fuel revenue growth. We believe that the combination of strong top-and bottom-line financial performance creates shareholder value growth that is sustainable over the long term. Relative TSR was included as a modifier in our 2023 and 2022 LTIP programs in order to reward the creation of shareholder value as measured by stock price performance relative to an industry index. This was included beginning with our 2022 LTIP program as a result of investor feedback. In establishing performance objectives, the committee also reviews the performance of our industry peer group, referring to companies which are the best comparators for each of our businesses, and setting performance goals within the context of our strategic business plan. More information about the performance metrics and the goals for our short-and long-term incentive programs is provided below. Components of the Executive Officer Compensation Program Our executive compensation program is a robust, highly performance-driven program intended to generate both long-term sustainable shareholder value and near-term focus on financial performance, operational excellence, quality and innovation. We accomplish this through two primary incentive vehicles in addition to base pay. First, to address short-term performance, we have our Global ICP annual cash incentive plan, which we also refer to as our short-term incentive program. The Global ICP operates on an annual performance period comprising the full fiscal year. Global ICP payments are made based on achievement against pre-defined financial targets for fiscal year 2023, as set forth above. Second, our executive officers participate in our LTIP Program. The LTIP is structured with overlapping three-year performance cycles and in 2023 included three diverse incentive vehicles: restricted stock, PRSUs and stock options. The three-year performance goals in our LTIP are aligned with our strategic planning process and are designed to focus our executives on making and executing decisions that drive growth and create lasting shareholder value. 34 Revvity • 2024 Proxy Statement
For 2023, our executive officer compensation program consisted of base salary, our long-term incentive program or LTIP (comprising stock options, restricted stock and PRSUs), our short-term incentive program, and benefits and other perquisites. The table below describes how these elements of compensation link to our compensation philosophy core principles: | | | | | | | | | | | | | | Core Principles | | Base Salary | | Long-Term Incentive Program (LTIP) | | Short-Term Incentive Program (Global ICP Bonus) | | Other Benefits and Perquisites | | | | | | Attract and retain executive talent | | X | | X | | X | | X | | | | | | Variable pay aligns compensation with the achievement of results | | | | X | | X | | | | | | | | Equity-based incentive plans tie compensation to long-term results | | | | X | | | | | | | | | | Deliver compensation commensurate with Revvity’s results | | | | X | | X | | | | | | | | Affordability | | X | | X | | X | | X | | | | | | Aligned with market | | X | | X | | X | | X | | | | | | Executive incentive plans that do not promote inappropriate or excessive risk taking,risk-taking | | | | X | | X | | promote
| | | | | | Promote executive ownership of PerkinElmerRevvity stock to further align executives’ financial interests with shareholders’ interests and to facilitate an ownership culture among executives, | | | | X | | be flexible to
| | | | | | | | Programs that respond to changing needs of the business | | consider shareholder feedback, and
| | X | | X | | be transparent, so that both executives and other stakeholders understand the executive compensation program and the objectives it seeks to achieve.
Oversight of the Executive Compensation Program
The compensation and benefits committee directs the design and oversees the operation of our executive compensation program. A description of the committee’s structure, roles and responsibilities can be found above under the heading “Board of Directors Meetings and Committees.”
Role of the compensation and benefits committee
The agenda for meetings of the compensation and benefits committee is proposed by the Chair of the committee with assistance from our Chief Executive Officer and other members of management. Agenda topics are also proposed by committee members. At the invitation of the Chair of the committee, compensation and benefits committee meetings held in fiscal year 2020 were regularly
| | | | | | Transparency PerkinElmer • 2021 Proxy Statement 29
attended by our Non-Executive Chairman, Chief Executive Officer, our Senior Vice President, Administration, General Counsel and Secretary, as well as the committee’s compensation consultant. For part of each meeting, the committee meets in executive session without the Chief Executive Officer and other members of management present. The committee’s compensation consultant attends executive sessions as requested by the committee. The committee’s Chair regularly reports the committee’s recommendations and decisions on executive compensation to our board. The compensation and benefits committee has the authority under its charter to directly retain, review fees for, and terminate advisors and consultants as it deems necessary to assist in the fulfillment of its responsibilities
Role of the independent compensation consultant
The independent compensation consultant provides data and analyses that serve as the basis for setting executive officer and director compensation levels and advises the committee on compensation decisions. The compensation consultant also advises the committee on the structure of executive officer and director compensation programs, including the design of incentive plans, the forms and mix of compensation, regulatory requirements and other topics relevant to executive and board compensation. During fiscal year 2020, the committee retained Pearl Meyer as its compensation consultant. The committee reviews the independence of its compensation consultant annually and found no conflict of interest with Pearl Meyer during its 2020 independence review. The committee’s compensation consultant does not provide services to our management. The committee has adopted protocols governing if and when its compensation consultant’s advice and recommendations to the committee can be shared with management, recognizing that, in advising the committee, it is necessary for the compensation consultant to interact with management to gather information. The committee also determines the appropriate forum for receiving recommendations from its compensation consultant. Where appropriate, the committee invites management to provide context for the recommendations. In other cases, the committee receives the compensation consultant’s recommendations in executive session where management is not present. The committee also engages directly with its compensation consultant between meetings, as deemed necessary by the committee. This approach further protects the committee’s ability to receive objective advice from the compensation consultant and establishes a forum for independent decisions about executive pay.
Role of Chief Executive Officer The Chief Executive Officer regularly attends a portion of each committee meeting. He provides the committee with his assessment of the performance of the other named executive officers and his perspective on the factors described above used to develop his recommendations for compensation. The committee discusses each named executive officer and the Chief Executive Officer’s recommendations in detail, including how the recommendations compare against the external market data, and how the compensation levels of the executives compare to each other and to the Chief Executive Officer’s. The committee approves or modifies the Chief Executive Officer’s recommendations. The Chief Executive Officer does not make recommendations to the committee, or participate in committee decision-making, regarding his own compensation.
Our Chief Executive Officer and other executive officers may be authorized by the committee to fulfill certain administrative duties regarding compensation and benefit programs.
At the end of the fiscal year, our Chief Executive Officer’s annual performance is evaluated by our full board against both his financial and non-financial goals, which are approved by the committee early in the fiscal year. In addition, he provides an assessment of his performance relative to the goals. The committee discusses the Chief Executive Officer’s assessment as well as the committee members’ and all other board members’ assessments of his performance in executive session. The Chief Executive Officer is not present during the executive session discussion of his performance. Working with its compensation consultant, the committee determines and approves the Chief Executive Officer’s base salary, short-term incentive plan target and payment under the Global ICP (consistent with the terms of the plan described below), and long-term incentive program targets and awards (consistent with the terms of the plan described below).
30 PerkinElmer • 2021 Proxy Statement
Determining Executive Pay
Market Positioning. The committee’s policy is to manage total target compensation (and each element) to the median of the competitive market over time. Through the range of opportunities provided in our short- and long-term incentive programs (each discussed more fully below), actual payments may exceed the median when our performance exceeds PerkinElmer’s targeted objectives and may fall below the median when performance is below target. An individual named executive officer’s total compensation (or an element) in any given year may be set above or below median, depending on experience, tenure, performance and internal equity.
External Market Practices. The committee annually reviews market compensation levels to determine whether total compensation for our executives remains in the targeted pay range and adjusts when appropriate. This assessment includes evaluation of base salary, and short- and long-term incentive opportunities against a peer group of industry companies with whom we compete for executive talent and in other business matters, supplemented with industry-specific aggregated survey data for companies of comparable size to PerkinElmer, as measured by annual revenues. In general, the committee gives primary consideration to the peer group information because the peer companies resemble us more closely than the survey participants in terms of size and industry. The committee assesses the data by reviewing compensation arrangements for positions with comparable complexity and scope of responsibility to the positions at PerkinElmer. In addition, the committee assesses rewards such as health benefits, retirement programs and perquisites relative to the market. The committee considers external market data as a general indication of competitive market pay levels and does not maintain a policy that executive officer pay must conform to a specific level relative to the market data.
Working with its compensation consultant, the committee reviews the peer group periodically to ensure that the peer companies selected remain appropriate for compensation and performance comparison purposes. Companies are selected based on industry and size, reflected by both revenue and market capitalization. The committee’s goal is to assemble a group of companies that represents our competitors for executive talent.
The peer companies used by the committee for pay comparisons and for evaluating relative performance leading to approval of 2020 executive compensation are shown below and were the same as the peer companies used by the committee in its evaluation of 2019 executive compensation, except
| | X | | X | | X | | X |
In 2023, the committee reviewed all compensation, benefits and perquisites provided to the named executive officers. The specific rationale, design, reward process, and related information for each element are outlined below. Base Salary Base salaries for executive officers are determined based on the committee’s evaluation of the scope and impact of each executive’s position, as well as the skills, knowledge and experience they bring to their roles, relative to the competitive peer group referenced above. Generally, the committee refers to the median of the relevant competitive market for the position as part of the base salary evaluation, but any individual named executive officer may have a base salary above or below the median of the market. The committee evaluates external market data for each position and internal pay equity, as well. Working with Pearl Meyer, the committee reviewed the total target compensation package for each officer in order to determine and approve the target compensation package for each officer for 2023. The Pearl Meyer analysis presented to the committee in late 2022 that the committee used to evaluate total target compensation for 2023 reported that base salaries for our named executive officers in 2022 were generally competitive with market levels in aggregate. On an individual level, the base salaries paid to each of our named executive officers in 2022 were positioned, on average, at the 40th percentile for their respective job matches at the peer companies as previously identified in the “Determining Executive Pay — External Market Practices” section above. Compensation for each executive officer was also reviewed in light of internal equity, the scope and impact of the position to our Company, and the performance of each individual in their respective roles. Revvity • 2024 Proxy Statement 35
Based on the factors described above, including performance and the analysis of market information presented by Pearl Meyer, the committee approved base salary increases to our named executive officers and the effective dates for such increases were as set forth in the table below. Mr. Krakowiak did not receive a base salary increase at the time of the base salary increases approved for our other named executive officers in April 2023 due to the significant increase he received upon his promotion to Senior Vice President and Chief Financial Officer in September 2022. Working with Pearl Meyer, the committee reviewed Mr. Krakowiak’s compensation relative to the competitive peer group in connection with his promotion and the base salary increase approved in connection with his promotion reflected the committee’s desire to improve Mr. Krakowiak’s competitive position relative to the median base salary of chief financial officers for the peer group. | | | | | | | | | | | | | | | | | Named Executive Officer | | Effective Date | | | 2023 Salary Rate | | | Year-over-Year Increase | | Prahlad R. Singh | | | 4/3/2023 | | | $ | 1,100,000 | | | | +4.8 | % | Maxwell Krakowiak | | | 9/6/2022 | | | $ | 500,000 | | | | +61.2 | % | Joel S. Goldberg | | | 4/3/2023 | | | $ | 550,000 | | | | +1.9 | % | Tajinder S. Vohra | | | 4/3/2023 | | | $ | 475,000 | | | | +3.3 | % | Miriame Victor | | | 4/3/2023 | | | $ | 460,000 | | | | +11.7 | % |
The salaries paid to our named executive officers in 2023 are shown in the Summary Compensation Table that follows this report. Short-Term Incentive Program The Global ICP is our short-term incentive program and is a core component of our pay-for-performance executive compensation program. The program components include the award opportunity (expressed as a percentage of base salary), the performance measures (such as adjusted EPS) and their weightings, and the performance goals (such as a particular earnings target). Award opportunities The committee establishes the target award opportunity for each named executive officer based on competitive market analysis (target Global ICP opportunities are generally positioned within a reasonable range of the median of the competitive market), the desired emphasis on pay at risk (more pay at risk for more senior executives) and internal equity (comparably positioned executives should have comparable award opportunities). The committee approved a Global ICP target opportunity of 135% of base salary for Dr. Singh, increasing his target from 2022 to better align it with the 50th percentile for other Chief Executive Officer positions in the peer group. Positioning target Global ICP opportunities generally at the market median underscores the committee’s compensation strategy that compensation levels should approximate market median levels when performance meets target expectations, and that pay should exceed median levels only when performance exceeds Revvity’s targeted objectives. The 2023 target Global ICP award opportunity for each named executive officer was as follows: | | | | | C.R. Bard, Inc. and VWR Corporation were removed because they were acquired;
IDEX Corporation, Myriad Genetics, Inc. and Roper Industries, Inc. were removed for reasons of valuation and industry compatibility; and
The committee approved the addition of Exact Sciences Corporation, Haemonetics Corporation, Illumina, Inc., STERIS plc, The Cooper Companies, Inc. and Varian Medical Systems based on the committee’s evaluation of the peer group selection criteria described above.
| | | | | | | 2020 Peer Group
| • Agilent Technologies, Inc.
| | • Exact Sciences Corporation
| | • Illumina, Inc.
| | • The Cooper Companies, Inc.
| | | | | • Bio-Rad Laboratories, Inc.
| | • Haemonetics Corporation
| | • Mettler-Toledo Int’l, Inc.
| | • Thermo Fischer Scientific Inc.
| | | | | • Bio-Techne Corporation
| | • Hologic, Inc.
| | • STERIS plc
| | • Varian Medical Systems
| | | | | • Bruker Corporation
| | • IDEXX Laboratories, Inc.
| | • Teleflex Incorporated
| | • Waters Corporation
|
PerkinElmer • 2021 Proxy Statement 31
Other Factors Influencing Compensation. When making compensation decisions, the committee takes many other factors into account, including the individual’s performance against individual goals (particularly over the past year), the individual’s expected future contributions to PerkinElmer’s success, the financial and operational results of PerkinElmer, the individual’s historical compensation and any retention concerns, and the ChiefNamed Executive Officer’s recommendations (in the case of named executive officers other than the Chief Executive Officer). In looking at historical compensation, the committee looks at the progression of salary increases over time, and also looks at the unvested and vested value of outstanding equity awards. The committee uses the same factors in evaluating the Chief Executive Officer’s performance and compensation that it uses for the other named executive officers.
Pay Mix. In accordance with our pay-for-performance compensation philosophy and because the named executive officers are in a position to directly influence the overall performance of the Company, they have a significant portion of their target compensation at risk through short- and long-term incentive programs. Not including the cost of benefits, in 2020, our Chief Executive Officer had 86% of his target compensation at risk, and on average our other named executive officers had 72% of their target compensation at risk (that is, subject to either performance requirements and/or service requirements). Additionally, to align executive officer compensation with long-term corporate success, a significant percentage of the named executive officers’ target compensation opportunity is delivered in the form of long-term incentive compensation through our LTIP. In 2020, 68% of our Chief Executive Officer’s total target compensation opportunity and 53% of the other named executive officers’ total target compensation opportunity on average were delivered through long-term incentive compensation based on the fair market value on the date of grant. Half (50%) of the long-term incentive compensation granted to our named executive officers in fiscal 2020 will vest solely based upon the achievement of financial performance metrics. Also, to align the interests of executive officers with shareholders and to support an ownership culture, 100% of the named executive officers’, including the Chief Executive Officer’s, 2020 target long-term incentive compensation opportunity was provided using equity-based vehicles (stock options, restricted stock, and PRSUs).
2020 Target Total Compensation
Pay at Risk
| |
The committee has determined that our Chief Executive Officer should have a higher percentageAnnual Global ICP Target Award Opportunity Expressed as % of his total target compensation delivered in the form of performance-based incentives than the other named executive officers, due to his impact on, and higher accountability for, Company performance. Market and peer company information presented to the committee as part of the annual executive compensation program review supports that this is a competitive practice.Base Salary
| | Prahlad R. Singh | | | 32 PerkinElmer • 2021 Proxy Statement135
| % |
Maxwell Krakowiak | | We expect to continue to deliver the majority of our target executive compensation through performance-based incentive programs, although the committee reserves the right to vary the pay mix by individual. The pay mix may also change annually, based on the committee’s evaluation of competitive external market practices and its determination of how to best align our executive incentive compensation programs with achievement of our business goals.
| Pay for Results. We have a strong culture of paying for results. This is evidenced by the significant percentage of our executive compensation package tied to short- or long-term performance. In evaluating results against performance metrics and associated achievement, the committee looked primarily at overall corporate financial metrics as an indicator of business performance. For 2020, the primary metrics75
| % | Joel S. Goldberg | | | 75 | % | Tajinder S. Vohra | | | 60 | % | Miriame Victor | | | 65 | % |
36 Revvity • 2024 Proxy Statement
Performance measures, weightings and goals The Global ICP performance period for our named executive officers comprises the full fiscal year. Awards are based on attainment of annual corporate financial performance and achievement of individual strategic performance objectives calculated as follows: At the committee meeting held in January 2023, the committee established the Global ICP financial and strategic performance goals for fiscal 2023. The performance goals were based on the fiscal 2023 operating plan, budget and strategic plan reviewed by our board, which included the anticipated divestiture of our Applied, Food and Enterprise Services businesses in March 2023 and continued decline in COVID sales. The performance metrics and weightings for the fiscal 2023 Global ICP were organic revenue growth, adjusted EPS and free cash flow. The primary metrics for our 2020 LTIP were organic revenue growth and adjusted operating margin expansion. Our 2018 and 2019 LTIP programs also include relative TSR as a performance metric. The committee selected these metrics to capture the most important aspects of financial performance in the form of revenue growth, profitability and shareholder return. Organic revenue growth reflects the growth of our core businesses and expansion through acquisitions. Adjusted EPS and free cash flow measure profitability, which provide us with the means to invest in both product and service innovation as well as business development opportunities that fuel revenue growth. We believe that the combination of strong top- and bottom-line financial performance creates shareholder value growth that is sustainable over the long term. Relative TSR was included as a metric in our 2018 and 2019 LTIP programs in order to reward the creation of shareholder value as measured by stock price performance relative to an industry index. In establishing performance objectives, the committee also reviews the performance of our industry peer group, referring to companies which are the best comparators for each of our businesses, and setting performance goals within the context of our strategic business plan. More information about the performance metrics and the goals for our short- and long-term incentive programs is provided below. Components of the Executive Officer Compensation Program
Our executive compensation program is a robust, highly performance-driven program intended to generate both long-term sustainable shareholder value and near-term focus on financial performance, operational excellence, quality and innovation. We accomplish this through two primary incentive vehicles in addition to base pay. First, to address short-term performance, we have our Global ICP annual cash incentive plan, which we also refer to as our short-term incentive program. The Global ICP operates on an annual performance period comprising the full fiscal year. Global ICP payments are made based on achievement against pre-defined financial targets, which for fiscal year 2020 included organic revenue growth, adjusted earnings per share, and free cash flow. We define organic revenue as revenue adjusted for the impact of items related to foreign exchange, acquisitions, divestitures and certain other items. We define the related term organic revenue growth to refer to the measure of comparing current period organic revenue with the corresponding period of the prior year. We define adjusted EPS as earnings per share adjusted for the impact of items related to acquisitions, divestitures, business repositioning, mark-to-market on post-retirement benefits and certain other items. We define free cash flow as operating cash flow from continuing operations less capital expenditures. Free cash flow was added as a measure in 2020 as strong cash generation is a leading indicator of efficient operating performance.
Second, our executive officers participate in our LTIP Program. The LTIP is structured with overlapping three-year performance cycles and in 2020 included three diverse incentive vehicles: restricted stock, performance restricted stock units (PRSUs) and stock options. The three-year performance goals in our LTIP are aligned with our strategic planning process and are designed to focus our executives on making and executing decisions that drive growth and create lasting shareholder value. For 2020, our executive officer compensation program consisted of base salary, our long-term incentive program or LTIP (comprising stock options, restricted stock and PRSUs), our
PerkinElmer • 2021 Proxy Statement 33
short-term incentive program, and benefits and other perquisites. The table below describes how these elements of compensation link to our compensation philosophy core principles:
| | | | | | | | | | | | | | Core Principles
| | Base Salary | | Long-Term
Incentive Program
(LTIP) | | Short-Term
Incentive Program
(Global ICP
Bonus) | | Other Benefits and
Perquisites | | | | | | Attract and retain executive talent
| | X | | X | | X | | X | | | | | | Variable pay aligns compensation with the achievement of results
| | | | X | | X | | | | | | | | Equity-based incentive plans tie compensation to long- term results
| | | | X | | | | | | | | | | Deliver compensation commensurate with PerkinElmer’s results
| | | | X | | X | | | | | | | | Affordability
| | X | | X | | X | | X | | | | | | Aligned with market
| | X | | X | | X | | X | | | | | | Executive incentive plans that do not promote inappropriate or excessive risk taking
| | | | X | | X | | | | | | | | Promote executive ownership of PerkinElmer stock
| | | | X | | | | | | | | | | Programs that respond to changing needs of the business
| | | | X | | X | | | | | | | | Transparency
| | X | | X | | X | | X |
In 2020, the committee reviewed all compensation, benefits and perquisites provided to the named executive officers. The specific rationale, design, reward process, and related information for each element are outlined below.
Base Salary
Base salaries for executive officers are determined based on the committee’s evaluation of the scope and impact of each executive’s position, as well as the skills, knowledge and experience they bring to their roles, relative to the competitive peer group referenced above. Generally, the committee refers to the median of the relevant competitive market for the position as part of the base salary evaluation, but any individual named executive officer may have a base salary above or below the median of the market. The committee evaluates external market data for each position and internal pay equity, as well.
Working with Pearl Meyer, the committee reviewed the total target compensation package for each officer in order to determine and approve the target compensation package for each officer for 2020. The Pearl Meyer analysis presented to the committee in late 2019 that the committee used to evaluate total target compensation for 2020 reported that base salaries for our named executive officers in 2019 were generally competitive with market levels in aggregate. On an individual level, the base salaries paid to each of our named executive officers in 2019 were positioned within 16% above or below the 50th percentile for their respective job matches at the peer companies. Compensation for each executive officer was also reviewed in light of internal equity, the scope and impact of the position to the Company, and the performance of each individual in their respective roles.
34 PerkinElmer • 2021 Proxy Statement
Based on the factors described above, including performance and the analysis of market information presented by Pearl Meyer, the committee approved base salary increases to our named executive officers and the effective dates for such increases are as follows:
| | | | | | | | | | | | | | | | | Named Executive Officer | | Effective Date | | | 2020 Salary Rate | | | Year-over-Year Increase | | Prahlad R. Singh (1) | | | 12/31/2019 | | | $ | 875,000 | | | | 0.0 | % | James M. Mock | | | 4/6/2020 | (2) | | $ | 552,655 | | | | +2.6 | % | Joel S. Goldberg | | | 4/6/2020 | (2) | | $ | 516,864 | | | | +2.6 | % | Daniel R. Tereau | | | 4/6/2020 | (2) | | $ | 470,057 | | | | +2.6 | % | Tajinder S. Vohra | | | 4/6/2020 | (2) | | $ | 421,070 | | | | +2.6 | % |
(1) | In connection with his promotion to President and Chief Executive Officer, Dr. Singh’s base salary of $875,000 was approved by the committee with an effective date of December 30, 2019 and did not change in 2020.
| | | (2)The effective date of the base salary changes was subsequently changed to August 10, 2020 as the result of a Company-wide delay in merit increases due to the COVID-19 pandemic.
|
The salaries paid to our named executive officers in 2020 are shown in the Summary Compensation Table that follows this report.
Short-Term Incentive Program
The
Global ICP is our short-term incentive program and is a core component of our pay-for-performance executive compensation program. The program components include the award opportunity (expressed as a percentage of base salary), the performance measures (such as adjusted EPS) and their weightings, and the performance goals (such as a particular earnings target).Metric | | Weighting | | Non-COVID Organic Revenue Growth | | Award opportunities
| The committee establishes the target award opportunity40
| % | Adjusted Earnings Per Share (EPS) | | | 40 | % | Free Cash Flow Conversion | | | 20 | % |
The committee assigned a weighting of 40% to non-COVID organic revenue growth in reflection of our focus on growing our core businesses. The inclusion of adjusted EPS was designed to focus our leadership team on both growing revenue and operating a profitable business, which are critical to creating shareholder value. Free cash flow conversion was included as a measure as strong cash generation is a leading indicator of efficient operating performance. All of our named executive officers were assigned the same set of performance metrics reflecting their shared accountability for corporate results. Performance against goals may be adjusted for certain events including acquisitions, divestitures, currency exchange, and other non-recurring events during the performance period as approved by the committee. The definition of allowable adjustments is approved by the committee at the time the goals are set. In an effort to ensure the integrity of these goals and minimize the risk of unanticipated outcomes, each financial metric has a target goal with a performance range built around it, with a commensurate increase or decrease in the associated award opportunity. The range of performance goals and associated award opportunities under the program is expressed in the form of a “minimum”, “target” and “maximum”. If results fall below the minimum goal, the short-term incentive amount associated with that goal is not paid. If results exceed pre-established maximum goals, the cash award payout associated with financial performance is capped at the maximum award opportunity. The committee believes that a maximum cap reduces the likelihood of windfalls and makes the maximum cost of the plan predictable. For 2023, achievement of the “minimum” level of performance for each financial metric would result in achievement of 50% of the target award associated with that financial metric, and achievement of the “maximum” level of performance for each named executive officer based on competitive market analysis (target Global ICP opportunities are generally positioned within a reasonable range of the median of the competitive market), the desired emphasis on pay at risk (more pay at risk for more senior executives) and internal equity (comparably positioned executives should have comparable award opportunities). Positioning target Global ICP opportunities generally at the market median underscores the committee’s compensation strategy that compensation levels should approximate market median levels when performance meets target expectations, and that pay should exceed median levels only when performance exceeds PerkinElmer’s targeted objectives. The 2020 target Global ICP award opportunity for each named executive officer was as follows: | | | | | | Named Executive Officer
| | Annual Global ICP Target Award
Opportunity Expressed as
% of Base Salary
| Prahlad R. Singh
| | | | 125
| %
| James M. Mock
| | | | 75
| %
| Joel S. Goldberg
| | | | 70
| %
| Daniel R. Tereau
| | | | 60
| %
| Tajinder S. Vohra
| | | | 60
| %
|
Performance measures, weightings and goals
The Global ICP performance period for our named executive officers comprises the full fiscal year.
At the committee meeting held in January 2020, the committee established the Global ICP financial and strategic performance goals for fiscal 2020. The performance goals were based on the
PerkinElmer • 2021 Proxy Statement 35
fiscal 2020 operating plan, budget and strategic plan reviewed by our board of directors. The performance metrics and weightings for the fiscal 2020 Global ICP were as follows:
Revvity • 2024 Proxy Statement 37
each financial metric would result in achievement of 200% of the target award associated with that financial metric. Actual awards may exceed 200% based on the committee’s evaluation of individual performance. The range of performance goals for each financial metric is set primarily based on our annual operating plan and our business expectations for the year. External performance expectations are also considered. The goals for “minimum” level payments are set to reasonable performance levels and result in only partial bonus payment. “Target” awards reflect our business plan goals for the period. “Maximum” awards are paid based on aggressive goals which can be attained only when business results are exceptional. At the January 2023 meeting, the committee also reviewed our 2023 strategic goals, which included goals related to financial targets, business development, business transformation, integration priorities, operational imperatives, and people and culture, the achievement of which would also be considered in the determination of fiscal 2023 Global ICP bonuses paid to executive officers. 2023 Short-term incentive payments Performance against Global ICP goals. The 2023 Global ICP target goals, actual results and associated Global ICP achievement levels are shown below. Results were adjusted by allowable items as approved by the committee, including currency fluctuation from the time the goals were established and divestitures. Non-COVID organic revenue growth and adjusted EPS results did not meet the goals for minimum level payments and free cash flow results were between the minimum and target goals, resulting in overall achievement against the Global ICP goals of 17%. 2023 Global ICP Goals and Achievement | | | | | | | | Global ICP Metric | | Weighting | Organic Revenue Growth
| | | | 50
| %
| Adjusted Earnings Per Share (EPS)
| | | | 35
| %
| Free Cash Flow
| | | | 15
| %
|
The committee assigned a weighting of 50% to organic revenue growth in reflection of our focus on growing our core businesses. The inclusion of adjusted EPS was designed to focus our leadership team on both growing revenue and operating a profitable business, which are critical to creating shareholder value. Free cash flow was added as a measure in 2020 as strong cash generation is a leading indicator of efficient operating performance.
All of our named executive officers were assigned the same set of performance metrics reflecting their shared accountability for corporate results.
Performance against goals may be adjusted for certain events including acquisitions, divestitures, currency exchange, and other non-recurring events during the performance period as approved by the committee. The definition of allowable adjustments is approved by the committee at the time the goals are set.
In an effort to ensure the integrity of these goals and minimize the risk of unanticipated outcomes, each financial metric has a target goal with a performance range built around it, with a commensurate increase or decrease in the associated award opportunity. The range of performance goals and associated award opportunities under the program is expressed in the form of a “minimum”, “target” and “maximum”. If results fall below the minimum goal, the short-term incentive amount associated with that goal is not paid. If results exceed pre-established maximum goals, the cash award payout associated with financial performance is capped at the maximum award opportunity. The committee believes that a maximum cap reduces the likelihood of windfalls and makes the maximum cost of the plan predictable. For 2020, achievement of the “minimum” level of performance for each financial metric would result in achievement of 50% of the target award associated with that financial metric, and achievement of the “maximum” level of performance for each financial metric would result in achievement of 200% of the target award associated with that financial metric.
The range of performance goals for each financial metric is set primarily based on our annual operating plan and our business expectations for the year. External performance expectations are also considered. The goals for “minimum” level payments are set to reasonable performance levels and result in only partial bonus payment. “Target” awards reflect our business plan goals for the period. “Maximum” awards are paid based on aggressive goals which can be attained only when business results are exceptional.
At the January 2020 meeting, the committee also reviewed our 2020 strategic goals in the areas of providing exceptional customer experiences, being recognized as an innovation leader, and making people and culture a competitive advantage, the achievement of which would also be considered in the determination of fiscal 2020 Global ICP bonuses paid to executive officers.
2020 short-term incentive payments
Performance against Global ICP goals. The 2020 Global ICP target goals, actual results and associated Global ICP achievement levels are shown below. Results were adjusted by allowable items as approved by the committee, including currency fluctuation. Organic revenue growth, adjusted EPS and free cash flow results all fell above the target goals resulting in overall achievement against the Global ICP goals of 188%.
36 PerkinElmer • 2021 Proxy Statement
2020 Global ICP Goals and Achievement
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Organic Revenue Growth 50% Weighting | | Adjusted EPS 35% Weighting | | Free Cash Flow 15% Weighting | | | | | | | | | | | | | Target | | Result | | Achievement % | | Target | | Result | | Achievement % | | Target | | Result | | Achievement % | | Overall Achievement | 5.5% | | | | 29 | % | | | | 200 | % | | | $ | 4.55 | | | | $ | 8.30 | | | | | 200 | % | | | | 75-85 | % | | | | 89 | % | | | | 120 | % | | | | 188 | % |
Each of our named executive officers was also assigned three to four strategic goals for 2020, which were reviewed and approved by the committee in January 2020. The strategic goals were objective and measurable and were designed to create individual accountability for the achievement of strategic and operational business results during fiscal 2020 and similar to past years, focused on areas such as organic growth, business development activities, operational effectiveness and improvements, and organizational advances. Following the end of fiscal 2020, the committee evaluated the performance of each named executive officer against the assigned 2020 strategic goals. The performance against individual strategic goals was applied in the committee’s determination of each named executive officer’s individual performance affecting their 2020 Global ICP bonus payment. Both upward and downward discretion may be applied to an individual’s calculated bonus for any given performance period.
During 2020, we advanced our mission to focus on innovating for a healthier world and positioned ourselves for future growth by transforming our organization, enabling our new go-to-market strategy, growing through targeted acquisitions, and launching solutions that accelerate positive outcomes for the betterment of people and their environment. Additionally, faced with the unexpected demands of the COVID-19 pandemic, our leadership team responded in a rapid and efficient manner, which made our 2020 financial achievements possible.
Based on its evaluation of achievement against the Global ICP financial and individual strategic goals, the committee approved 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Goals (Achievement %) | | | | | | | | | | | | | | | Metric | | Weighting | | | Minimum (50%) | | | Target (100%) | | | Maximum (200%) | | | Result | | | Achievement % | | Non-COVID Organic Revenue Growth | | | 40 | % | | | 7.0% | | | | 9.0% | | | | 12.0% | | | | 2.0% | | | | 0 | % | Adjusted EPS | | | 40 | % | | $ | 4.85 | | | $ | 5.15 | | | $ | 5.55 | | | $ | 4.78 | | | | 0 | % | Free Cash Flow Conversion | | | 20 | % | | | 70% | | | | 80 - 85% | | | | 100% | | | | 77% | | | | 85 | % | | | | | | | | | | | | | | | | Overall Achievement: | | | | 17 | % |
Each of our named executive officers was also assigned four or more strategic goals for 2023, which were reviewed and approved by the committee in January 2023. The strategic goals were objective and measurable, designed to create individual accountability for the achievement of strategic and operational business results during fiscal 2023, and focused on areas related to financial targets, business development, business transformation, integration priorities, operational imperatives, and people and culture. Specific ESG objectives were contained within these goals for each named executive officer aligned to our short- and long-term areas of focus concerning reduction of emissions and waste, diversity and employee satisfaction. Following the end of fiscal 2023, the committee evaluated the performance of each named executive officer against the assigned 2023 strategic goals. The performance against individual strategic goals was applied in the committee’s determination of each named executive officer’s individual performance affecting their 2023 Global ICP bonus payment. Both upward and downward discretion may be applied to an individual’s calculated bonus for any given performance period. During 2023, we advanced our purpose to expand the boundaries of human potential through science and positioned ourselves for future growth by transforming our organization. At the January 2024 meeting, the committee reviewed each named executive officer’s performance against 2023 individual strategic initiatives and calculated a weighted average individual 38 Revvity • 2024 Proxy Statement
discretion score. Collectively and individually, our leadership team delivered differentiated performance despite market headwinds, demonstrating the strength of our product portfolio, continued innovation, and investments in our people. For fiscal year 2023, we achieved the completion of the divestiture of our Applied, Food and Enterprise Services to New Mountain Capital as well as the rebranding of the Company. Additionally, while overall Non-Covid Organic Revenue Growth and Adjusted EPS results were below the thresholds for achievement under the 2023 GICP, the Company delivered results stronger than many in its peer set. Our 2023 performance was well-balanced geographically as each major region performed well given industry macroeconomic headwinds. Additionally, the Company executed well on its new product innovation efforts. In our life sciences business, we signed our first license with a major pharmaceutical customer for the rights to use our novel Pin-Point base editing technology in their drug discovery and development work. We also introduced a refreshed portfolio of preclinical invivo imaging instruments, consisting of the launch of the QuantumTM GX3 microCT imaging solution and the IVIS® Spectrum 2 next generation imaging system. In our reproductive health business, we launched our EONIS®Q system, a first-of-its-kind newborn screening workflow, that streamlines molecular testing for both spinal muscular atrophy and severe combined immunodeficiency in newborns. It is a new and complete common variable immunodeficiency solution, that consists of new polymerase chain reaction equipment with dedicated software and a specialized diagnostics kit. In our immunodiagnostics business we introduced the UNIQO160™ automated indirect immunofluorescence test system for autoimmune disease diagnostics that increases automation, reducing the amount of hands-on time required for users. We launched our new e-commerce platform, which went live in the United States in mid-December, approximately five to six months earlier than we anticipated. We also implemented and launched a new sustainability data analysis system to allow for more automated collection and analysis of utility data across many of our facilities, providing for more robust sustainability reporting in the future. We furthered our commitment to diversity as evidenced by the advancement of the vibrant belonging collective formed by our four Employee Resources groups and our four Networking groups, now comprising nearly 700 employees in the aggregate who enjoy this safe and engaging platform for dialogue and empowerment. During fiscal year 2023, our groups conducted a series of workshops enhancing the visibility of our Hispanic communities in the workplace, recognizing the dedication of our veteran employees and empowering women to network, develop and share their stories. Our commitment to creating a diverse and inclusive work environment is further validated by our 2023 People Experience Survey in which 85% of our employees felt safe to share their opinions and use their voices, providing over 31,000 comments. We continued to receive a high score in the area of Diversity and Inclusion. Among other comments, employees shared that they are proud of the emphasis we place on diversity and inclusion and on making our Company a place where everyone is valued and respected. Overall, we believe that our strategic priorities, coupled with our expanded range of product offerings, leading market positions, global scale, financial strength, and strong culture, provide us with a foundation for continued revenue growth, strong margins and cash flows, and long-term earnings per share growth. Based on its evaluation of achievement against the Global ICP financial and individual strategic goals, the committee approved 2023 Global ICP bonus payments to our named executive officers as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | 2023 GICP Target Award | | | Corporate Performance | | | Calculated Award | | | Individual Performance | | | 2023 GICP Approved Award | | | 2023 Payout (% of Target) | | | | | | | | | Prahlad R. Singh | | $ | 1,485,00 | | | | 17 | % | | $ | 252,450 | | | | 125 | % | | $ | 315,563 | | | | 21 | % | | | | | | | | Maxwell Krakowiak | | $ | 375,000 | | | | 17 | % | | $ | 63,750 | | | | 175 | % | | $ | 111,563 | | | | 30 | % | | | | | | | | Joel S. Goldberg | | $ | 412,500 | | | | 17 | % | | $ | 70,125 | | | | 175 | % | | $ | 122,719 | | | | 30 | % | | | | | | | | Tajinder S. Vohra | | $ | 285,000 | | | | 17 | % | | $ | 48,450 | | | | 165 | % | | $ | 79,943 | | | | 28 | % | | | | | | | | Miriame Victor | | $ | 299,000 | | | | 17 | % | | $ | 50,830 | | | | 165 | % | | $ | 83,870 | | | | 28 | % |
Revvity • 2024 Proxy Statement 39
The short-term incentive payments to our named executive officers for 2023 are shown in the Summary Compensation Table that follows this report. Long-Term Incentive Program (LTIP) The committee uses long-term incentive awards to focus our executive officers on long-term performance and to align the executive officers’ financial interests with those of our shareholders. The committee grants LTIP awards to our executive officers annually, with each LTIP cycle spanning a three-year period. As a result, we have three active LTIP cycles during each fiscal year. LTIP targets: The committee utilized peer and survey data presented by Pearl Meyer in October 2022 as a reference point for setting target award opportunities for our named executive officers in 2023. The committee approved an LTIP target opportunity of 700% of base salary for Dr. Singh, maintaining his target from 2022 as it was aligned to 50th percentile for other Chief Executive Officer positions in the peer group. As of the end of fiscal 2022, LTIP opportunities for the non-CEO named executive officers ranged from 175% to 300% of base salary, which fell from less than the 25th to approximately the 50th percentile of LTIP target opportunities for comparable positions in the peer group. In all cases, 2023 target opportunity values were set at levels the committee believed would compensate the executives for future achievement of our long-term financial goals and stock price appreciation in a manner commensurate with the executives’ duties and contributions. Based on its review of the Pearl Meyer analysis, internal equity, and the scope and impact of their roles, the committee approved 2023 LTIP target opportunities as a multiple of base salary for our named executive officers as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | 2020 GICP Target Award | | | Corporate Performance | | | Calculated Award | | | Individual Performance | | | 2020 GICP Approved Award | | | 2020 Payout (% of Target) | | | | | | | | | Prahlad R. Singh | | $ | 1,093,750 | | | | 188 | % | | $ | 2,056,250 | | | | 130.9 | % | | $ | 2,691,631 | | | | 246 | % | | | | | | | | James M. Mock | | $ | 414,491 | | | | 188 | % | | $ | 779,243 | | | | 118 | % | | $ | 919,507 | | | | 222 | % | | | | | | | | Joel S. Goldberg | | $ | 361,805 | | | | 188 | % | | $ | 680,193 | | | | 122 | % | | $ | 829,835 | | | | 229 | % | | | | | | | | Daniel R. Tereau | | $ | 282,454 | | | | 188 | % | | $ | 531,014 | | | | 100 | % | | $ | 531,014 | | | | 188 | % | | | | | | | | Tajinder S. Vohra | | $ | 252,642 | | | | 188 | % | | $ | 474,967 | | | | 123 | % | | $ | 584,209 | | | | 231 | % |
| | | | | | | The short-term incentive payments to our named executive officers for 2020 are shown in the Summary Compensation Table that follows this report.
Long-Term Incentive Program (LTIP)
The committee uses long-term incentive awards to focus our executive officers on long-term performance and to align the executive officers’ financial interests with those of our shareholders. Our long-term incentive program for executive officers, referred to as LTIP, comprises stock options, restricted stock and PRSUs. Prior to 2019, our LTIP also included performance cash units. For the named executive officers participating in LTIP in 2020, approximately one-quarter of the long-term incentive opportunity was provided in the form of non-qualified stock options, approximately one-quarter in restricted stock, and approximately half in PRSUs. The committee believes this approach to long-term incentive compensation builds upon its pay-for-performance philosophy and provides a balanced focus on stock price appreciation and the achievement of financial metrics that are drivers of long-term shareholder value creation. Named Executive Officer
| | PerkinElmer • 2021 Proxy Statement 37
In structuring 2023 LTIP the committee believes it is important to retain stock options as a significant element of the program to continue to capture the motivational benefits of rewarding executives for appreciation in our stock price over the course of multiple years. The restricted share element of LTIP also provides motivation and reward for stock price appreciation and supports retention through a three-year cliff vesting schedule. The PRSU portion of LTIP further aligns the long-term incentive program with important drivers of long-term shareholder value, as vesting is based on achievement of key financial performance goals during the three-year period.
LTIP targets and grant components
Long-term incentive awards are granted annually. The committee utilized peer and survey data presented by Pearl Meyer in October 2019 as a reference point for setting target award opportunities for our named executive officers in 2020. The committee approved an LTIP target opportunity of 475% of base salary for Dr. Singh, which was below the 25th percentile for other Chief Executive Officer positions in the peer group. As of the end of fiscal 2019, LTIP opportunities for the other named executive officers ranged from 100% to 225% of base salary, which fell from the 25th to approximately the 45th percentile of LTIP target opportunities for comparable positions in the peer group. In all cases, 2020 target opportunity values were set at levels the committee believed would compensate the executives for future achievement of our long-term financial goals and stock price appreciation in a manner commensurate with the executives’ duties and contributions
Based on its review of the Pearl Meyer analysis, internal equity, and the scope and impact of their roles, the committee approved 2020 LTIP target opportunities as a multiple of base salary for our named executive officers as follows:Target
| | | Prahlad R. Singh | | | 700 | % | Maxwell Krakowiak | | | 325 | % | Joel S. Goldberg | | | 350 | % | Tajinder S. Vohra | | | 250 | % | Miriame Victor | | | 250 | % | | | Named Executive Officer
|
LTIP Grant Components: The chart below summarizes the structure of our 2021, 2022 and 2023 LTIP grants, which were outstanding during fiscal year 2023. | | 2020 LTIP Target | | | Prahlad R. Singh
| | 475% | | | James M. Mock
| | 250% | | | Joel S. Goldberg
| | 225% | | | Daniel R. Tereau
| | 125% | | | Tajinder S. Vohra
| | 150% | | | | | | | | | | | Plan Component | | Allocation | | Vesting | | Description |
| | | | | Descriptions of the four components of LTIP are as follows:
Stock Options: The number of option shares to be granted to an LTIP participant is determined by dividing the award value associated with stock options by the Black-Scholes value of the option. Stock options are issued with an exercise price at fair market valueOptions | | 25% | | Time-based | | Vest 1/3rd annually on the date of grant to ensure executives will receive a benefit only when the stock price increases. For more information about our equity grant practices, please see “Additional Compensation Policies—Equity Award Granting Practices” below. Stock options granted under LTIP vest one-third on the first anniversary of grant one-third on the second anniversary of grant, and the remaining one-third on the third anniversary of grant. The options expire in seven years, or earlier in the case of termination of employment. Retaining key talent is an important objective for the committee in establishing the vesting schedule. We believe the three-year vesting schedule appropriately balances the retention aspect of stock options and timing of the potential value delivery to the individual.date | | | | | Restricted Stock: The number of shares of restricted stock to be granted to an LTIP participant is determined by dividing the award value associated with restricted stock by the closing stock price on the date of grant. Restricted shares granted under LTIP vestStock | | 25% | | Time-based | | Vest 100% on the third anniversary of thegrant date of grant. The committee grants restricted shares with a time-based vesting schedule to enhance the retention value of LTIP, and to provide motivation to drive stock price growth. If the officer voluntarily terminates employment before the vesting date, the shares are forfeited. | | | | | Performance Restricted Stock Units (PRSUs): The number of PRSUs to be granted to an LTIP participant is determined by dividing the award value associated with the PRSU by the closing stock
| | 50% | | 38 PerkinElmer • 2021 Proxy StatementPerformance-based
| |
price on the date of grant. PRSUs vestVest at the end of the three-year performance period based on the achievement of financial measures. The number of PRSUs earned under the award is determined by multiplying the number of PRSUs granted to an officer by a performance factor, ranging from 0% to 200%, determined by performance of the Company against pre-established financial goals. PRSU achievement under our 2018 and 2019 LTIP may be further modified upward or downward 20% based on relative TSR performance. Each vested PRSU results in the delivery of one share of PerkinElmer, Inc. common stock.
Performance Cash Units: Our 2018 LTIP included a grant of performance cash units. The number of performance cash units to be granted to an LTIP participant was determined by dividing the award value associated with performance cash units by the closing stock price on the date of grant. The performance cash unit program provides cash award opportunities based on sustained operational excellence. The cash award is paid at the end of the three-year performance period based on the achievement of financial measures and reflects stock price growth. The cash units earned under the award are determined by multiplying the number of cash units granted to an officer by a performance factor, ranging from 0% to 200%, determined by performance of the Company against pre-established financial goals. Performance cash unit achievement under our 2018 LTIP may be further modified upward or downward 20% based on relative TSR performance. Earned units are paid in cash and are determined by multiplying the number of cash units earned by PerkinElmer’s period-end stock price at the end of the three-year period. For our 2018 LTIP, the period-end stock price is the 30-calendar day average closing stock price at the end of the three-year performance period.Performance cash units were not included as part of our 2019 and 2020 LTIP. Following review and discussion of competitive market information provided by Pearl Meyer and an analysis comparing the features of PRSUs compared to performance cash units, the committee determined that allocating 50% of the LTIP target value in the form of PRSUs and eliminating the performance cash units would deliver approximately the same value to the executive as had been delivered through a combination of PRSUs and performance cash units and would be more consistent with prevailing market practice for long-term performance awards.
LTIP Performance Metrics: The committee has approved revenue and profitability performance metrics for our LTIP that reflect our continued focus on long-term profitable growth. We believe sustained performance against revenue and profitability goals will create value for our shareholders over the long term. The revenue and profitability metrics approved for each LTIP are described in more detail, below. At the end of the three-year performance period the Company must achieve aggressive financial goals previously approved by the committee, in order for the performance cash units and PRSUs to vest. The committee assigns minimum, target and maximum goals for each performance factor. If the minimum goal is not met, no cash payment or share delivery, as applicable, will be made for that performance factor. Performance goals are set based on our extended business projections and long-term strategic plans. Evaluation of achievement against goals, and any resulting payment for performance cash units and PRSUs granted, is conducted at the end of the three-year performance period. Goal measurement may be adjusted for certain events including acquisitions, divestitures, currency fluctuations, and other non-recurring events as approved by the committee.
Relative TSR performance is included as a modifier in our 2018 and 2019 LTIP. The committee approved a custom peer group of 39 companies against which our TSR will be evaluated at the end of each three-year LTIP performance period. For the purposes of determining relative TSR performance, companies are removed from the custom peer group if they were acquired during the three-year performance period.
Over the past five years, performance cash unit and PRSU financial goal achievement has ranged from 100% to 214% of target. This range of achievement reflects the setting of rigorous long-term performance targets and our growth over this period.
Our employment agreements with our named executive officers provide for acceleration of vesting in certain situations, such as upon, or following, a change in control of PerkinElmer. Please see “Employment Agreements and Severance/Change in Control Arrangements,” and “Potential Payments
PerkinElmer • 2021 Proxy Statement 39
upon Termination or Change in Control,” below, for descriptions of equity and performance cash unit treatment for our named executive officers upon termination of employment.
LTIP Structure: The committee grants LTIP awards to our executive officers annually, with each LTIP cycle spanning a three-year period. As a result, we have three active LTIP cycles during each fiscal year. The chart below summarizes the structure of our 2018, 2019 and 2020 LTIP grants, which were outstanding during fiscal year 2020.
2018 LTIP Structure
| | | | | | | | Plan Component
| | Vesting
| | Description
| | | | Stock Options
| | Time-based
| | Vest 1/3rd annually on anniversary of grant date
| | | | Restricted Shares
| | Time-based
| | Vest 100% on the third anniversary of grant date
| | | | Performance Cash Units
| | Performance-based
| | Vest at the end of the three-year LTIP cycle
based on financial goal achievement | |
For the named executive officers participating in LTIP in 2023, approximately one-quarter of the long-term incentive opportunity was provided in the form of non-qualified stock options, approximately one-quarter in restricted stock, and approximately half in PRSUs. The committee believes this approach to long-term incentive compensation builds upon its pay-for-performance philosophy and provides a balanced focus on stock price appreciation and the achievement of financial metrics that are drivers of long-term shareholder value creation. In structuring the LTIP program, the committee believes it is important to retain stock options as a significant element of the program to continue to capture the motivational benefits of rewarding executives for appreciation in our stock price over the course of multiple years. The restricted share element of LTIP also provides motivation and reward for stock price appreciation and supports 40 Revvity • 2024 Proxy Statement
retention through a three-year cliff vesting schedule. The PRSU portion of LTIP further aligns the long-term incentive program with important drivers of long-term shareholder value, as vesting is based on achievement of key financial performance goals during the three-year period. LTIP Performance Metrics: The committee has approved revenue and profitability performance metrics for the PRSU component of our LTIP that reflect our continued focus on long-term profitable growth. We believe sustained performance against revenue and profitability goals will create value for our shareholders over the long term. The revenue and profitability metrics approved for each LTIP are described in more detail, below. At the end of the three-year performance period, the Company must achieve aggressive financial goals previously approved by the committee, in order for PRSUs to vest. The committee assigns minimum, target and maximum goals for each performance factor. If the minimum goal is not met, no PRSU share delivery will be made for that performance factor. Performance goals for the PRSU component of our LTIP are set based on our extended business projections and long-term strategic plans. Evaluation of achievement against goals, and any resulting PRSUs granted, is conducted at the end of the three-year performance period. Goal measurement may be adjusted for certain events including acquisitions, divestitures, currency fluctuations, and other non-recurring events as approved by the committee. Our 2021 LTIP program did not have a relative TSR performance modifier, but based on investor feedback in 2021, the committee included a relative TSR performance modifier in the 2022 and 2023 LTIP program design. At the time of establishing our 2022 and 2023 LTIP, the committee approved custom peer groups of 34 and 33 companies, respectively, against which our TSR would be evaluated at the end of the three-year LTIP performance period. These peer groups included more companies than the peer groups used for the evaluation of our overall executive compensation program because they are used to measure performance over a three-year period, and companies will be removed from the custom peer groups if they are acquired during the applicable three-year performance period. Our 2022 and 2023 LTIP relative TSR peer groups included all of our executive compensation peer group companies at the time, plus additional companies found within the Life Sciences Tools & Services and Healthcare Equipment & Supplies sectors. Our 2023 relative TSR peer group is provided in the table below. Performance RSUs (PRSUs)
| | 2023 LTIP performance in fiscal year 2020 2018 LTIP: In January 2018, the committee approved the 2018 LTIP. The committee approved performance targets for the performance cash units and PRSUs for the entire three-year performance period at grant. The performance cash units and PRSUs were to vest based on performance against three-year average total revenue growth (60% weighting) and cumulative adjusted gross margin expansion (40% weighting) goals. Relative TSR Comparator Group (33 Companies)
| | | | 10X Genomics, Inc. | | Hologic, Inc. | | QIAGEN N.V. | | | | Agilent Technologies, Inc. | | Illumina, Inc. | | Quest Diagnostics Incorporated | | | | Avantor, Inc. | | IQVIA Holdings Inc. | | QuidelOrtho Corporation | | | | Becton, Dickinson and Company | | Laboratory Corporation of America Holdings | | Repligen Corporation | | | | Bio-Rad Laboratories, Inc. | | Medpace Holdings, Inc. | | Roper Technologies, Inc. | | | | Bio-Techne Corporation | | Meridian Biosciences | | Tecan Group AG | | | | Bruker Corporation | | Mettler-Toledo International Inc. | | Teledyne Technologies Incorporated | | | | Charles River Laboratories International, Inc. | | Myriad Genetics, Inc. | | Teleflex Incorporated | | | | Danaher Corporation | | NanoString Technologies | | The Cooper Companies, Inc. | | | | Exact Sciences Corporation | | Natera, Inc. | | Thermo Fisher Scientific, Inc. | | | | Haemonetics Corporation | | Neogen Corporation | | Waters Corporation |
2021 LTIP Performance: In January 2021, the committee approved the 2021 LTIP. The committee approved performance targets for the PRSUs for the entire three-year performance period at grant. The PRSUs were to vest based on performance against three-year average total adjusted Revvity • 2024 Proxy Statement 41
revenue (60% weighting) and earnings per share (40% weighting) goals. The committee determined these metrics and their associated weighting provided an appropriate balance between long-term top-line revenue growth and profitability. We do not disclose goals and targets for the LTIP program in the year of grant given that we do not provide long-term forecasts. As such, we disclose the LTIP goals and targets at the end of the applicable performance period. Performance against the financial goals set for the PRSUs granted under the 2021 LTIP was evaluated at the end of fiscal year 2023. Three-year average adjusted revenue of $2.92 billion exceeded the target goal of $2.6 billion and resulted in performance achievement of 190%. 2023 adjusted earnings per share of $4.96 was above the minimum goal of $4.85 and below the target goal of $5.65, resulting in performance achievement of 57%. The achievement percentages were weighted in accordance with the original metric weightings approved by the committee and resulted in achievement of 137% against the financial goals. Three-year average adjusted revenue and 2023 earnings per share were calculated on a constant currency basis and adjusted for divestitures as approved by the committee. The committee determined that the PRSU vesting was aligned with financial performance during the three-year 2021 LTIP performance period and approved vesting of the 2021 LTIP PRSUs at the 137% performance level that was achieved. The vested PRSUs were converted to shares and transferred to the named executive officers in early 2024. 2021 LTIP: PRSU Goals and Achievement | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Goals (Achievement %) | | | | | | | | | | | | | | | Metric | | Weighting | | | Minimum (50%) | | | Target (100%) | | | Maximum (200%) | | | Result | | | Achievement % | | Adjusted Revenue | | | 60 | % | | $ | 2.5 billion | | | $ | 2.6 billion | | | $ | 3.0 billion | | | $ | 2.92 billion | | | | 190 | % | Earnings Per Share | | | 40 | % | | $ | 4.85 | | | $ | 5.65 | | | $ | 6.45 | | | $ | 4.96 | | | | 57 | % | | | | | | | | | | | | | | | | Overall Achievement: | | | | 137 | % |
The achievement described above resulted in vesting of PRSUs under the 2021 LTIP as follows: 2021 LTIP: PRSU Vesting | | | | | | | | | | | | | | | | | Named Executive Officer | | Number of PRSUs Granted | | | Achievement | | | Number of PRSUs Vested | | Prahlad R. Singh | | | 19,005 | | | | 137 | % | | | 26,037 | | Joel S. Goldberg | | | 4,594 | | | | 137 | % | | | 6,294 | | Tajinder S. Vohra | | | 2,594 | | | | 137 | % | | | 3,554 | | Miriame Victor | | | 1,758 | | | | 137 | % | | | 2,408 | |
Mr. Krakowiak did not receive vesting of PRSUs under the 2021 LTIP as he did not receive an LTIP grant in 2021. Our 2022-2024 LTIP Structure The open 2022 and 2023 LTIP programs have the same plan components, weightings among stock options, restricted shares and PRSUs and vesting provisions as those shown above for our 2021 LTIP, with the exception of the performance measures applicable to the PRSUs. For our 2024 LTIP, restricted stock was replaced with restricted stock units that vest one-third annually on the anniversary of the grant date. Also for the 2024 LTIP, before the grant date, each executive officer, including our named executive officers, can choose to receive either (i) the standard allocation of 2024 LTIP grant value of 42 Revvity • 2024 Proxy Statement
approximately one-quarter of the long-term incentive opportunity in the form of non-qualified stock options, approximately one-quarter in restricted stock units, and approximately half in PRSUs or (ii), alternatively, to receive an allocation of 2024 LTIP grant value of approximately half of the long-term incentive opportunity in the form of non-qualified stock options, no restricted stock units, and approximately half in PRSUs. These changes for the 2024 LTIP program reflect the committee’s belief that introducing the element of choice maximizes the perceived value of our LTIP program. Achievement against PRSU targets is based on performance measures established for each LTIP grant against a set of three-year financial goals. The financial measures and weightings for each open LTIP grant in 2024 are as follows: LTIP Goals (2022-2024) | | | | | | | | | | | LTIP Grant Year | | Measure (60% weighting) | | Measure (40% weighting) | | Relative TSR (modifier) | | | | | 2022 | | Adjusted revenue | | Adjusted earnings per share (EPS) | | Achievement against a relative TSR goal will be applied as aan upward or downward modifier (upward or downward) to determine the final number of units that will vest. The committee determined these metrics and their associated weighting provided an appropriate balance between long-term top-line revenue | | | | | 2023 | | Non-COVID organic growth profitability and the increase in shareholder value. | | Performance against the financial goals set for the performance cash units granted under the 2018 LTIP was evaluated at the end of fiscal year 2020. Three-year average total revenue growth of 23% exceeded the maximum goal of 12% and resulted in performance achievement of 200%. Cumulative adjusted gross margin expansion of 880 basis points (bps) exceeded the maximum goal of 200 bps resulting in performance achievement of 200%. The achievement percentages were weighted in accordance with the original metric weightings approved by the committee and resulted in achievement of 200% against the financial goals. Our relative TSR performance of 99.8% for the three-year period was at the 59th percentile in comparison to the custom peer group and resulted in 107% achievement. The 200% achievement against financial goals was multiplied by the 107% relative TSR achievement, resulting in overall achievement of 214%. Three-year average total revenue growth and three-year cumulative adjusted gross margin expansion are calculated on a constant currency basis and adjusted for divestitures as approved by the committee.
The committee determined that the performance cash unit and PRSU vesting and payments were aligned with financial performance during the three-year 2018 LTIP performance period and approved vesting of the 2018 LTIP performance cash units and PRSUs at the 214% performance level that was achieved. The vested performance cash units were multiplied by the $142.27 period-end stock price and the resulting cash payments were made to our named executive officers in early 2021. The vested PRSUs were converted to shares and transferred to the named executive officers in early 2021.
40 PerkinElmer • 2021 Proxy Statement
2018 LTIP: Performance Cash Unit and PRSU Goals and Achievement
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Goals (Achievement%) | | | | | | | | | | | | | | | Metric | | Weighting | | | Minimum (50%) | | | Target (100%) | | | Maximum (200%) | | | Result | | | Achievement % | | Total Revenue Growth | | | 60 | % | | | 8% | | | | 10% | | | | 12% | | | | 23% | | | | 200 | % | Adjusted Gross Margin Expansion | | | 40 | % | | | 50 bps | | | | 100 bps | | | | 200 bps | | | | 880 bps | | | | 200 | % | Relative TSR (modifier) | | | | | | | | | | | | | | | | | | | 59th %tile | | | | 107 | % | | | | | | | | | | | | | | | | Overall Achievement: | | | | 214 | % |
The achievement described above resulted in vesting of performance cash units and PRSUs under the 2018 LTIP as follows:
2018 LTIP: Performance Cash Unit Payments
| | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Number of Performance Cash Units Granted | | | Achievement Against Financial Goals | | | Number of Cash Units Earned | | | Period End Stock Price | | | Total Performance Cash Unit Payment | | Prahlad R. Singh | | | 4,126 | | | | 214 | % | | | 8,830 | | | $ | 142.27 | | | $ | 1,256,193 | | James M. Mock | | | 4,000 | | | | 214 | % | | | 8,560 | | | $ | 142.27 | | | $ | 1,217,831 | | Joel S. Goldberg | | | 3,408 | | | | 214 | % | | | 7,293 | | | $ | 142.27 | | | $ | 1,037,592 | | Daniel R. Tereau | | | 1,379 | | | | 214 | % | | | 2,951 | | | $ | 142.27 | | | $ | 419,847 | | Tajinder S. Vohra | | | 1,234 | | | | 214 | % | | | 2,641 | | | $ | 142.27 | | | $ | 375,701 | |
2018 LTIP: PRSU Vesting
| | | | | | | | | | | | | | | | | Named Executive Officer | | Number of PRSUs Granted | | | Achievement Against Financial Goals | | | Number of PRSUs Vested | | Prahlad R. Singh | | | 4,126 | | | | 214 | % | | | 8,830 | | James M. Mock | | | 4,000 | | | | 214 | % | | | 8,560 | | Joel S. Goldberg | | | 3,408 | | | | 214 | % | | | 7,293 | | Daniel R. Tereau | | | 1,379 | | | | 214 | % | | | 2,951 | | Tajinder S. Vohra | | | 1,234 | | | | 214 | % | | | 2,641 | |
Our 2019-2021 LTIP Structure
In January 2019, the committee approved our 2019 LTIP program which was allocated approximately one-quarter to stock options, one-quarter to restricted shares and one-half to PRSUs. The committee further determined that the 2019 and future LTIP grants would not include performance cash units.
All of our open LTIP programs have similar plan components, weightings and vesting provisions as follows:
| | | | | | | | | | | Plan Component
| | Allocation
| | Vesting | | Description | | | | | Stock Options
| | 25%
| | Time-based
| | Vest 1/3rd annually on anniversary of grant date
| | | | | Restricted Shares
| | 25%
| | Time-based
| | Vest 100% on the third anniversary of grant date
| | | | | Performance
RSUs (PRSUs)
| | 50%
| | Performance-based
| | Vest at the end of the three-year LTIP cycle based on financial goal achievement
|
PerkinElmer • 2021 Proxy Statement 41
Achievement against PRSU targets is based on performance measures established for each LTIP grant against a set of three-year financial goals. The financial measures and weightings for each open LTIP grant are as follows:
LTIP Program Design (2019-2021)
| | | | | | | | | | | LTIP Grant Year
| | Measure (60% weighting) | | Measure (40% weighting) | | Relative TSR | | | | | 2019
| | Average organic revenue growth | | Cumulative adjustedAdjusted operating margin expansion | | Achievement against a relative TSR goal will be applied as an upward or downward modifier | | | | | 2024 | | Organic growth | | Adjusted operating margin expansion | | Achievement against a relative TSR goal will be applied as an upward or downward modifier | | | | | 2020
| | Average organic revenue growth | | Cumulative adjusted operating margin expansion | | — | | | | | 2021
| | Adjusted revenue | | Adjusted earnings per share (EPS) | | — |
The relative TSR goal applied as a modifier for the 2019 LTIP grant was removed from the 2020 and future LTIP plans.
Benefits
In addition to base salary, and short- and long-term incentive awards, our executive officers also participate in certain employee benefit programs. These benefit programs are designed to be competitive with market practices and to attract and retain the executive talent we need.
Retirement and Deferred Compensation Programs
Qualified 401(k) Plan and 401(k) Excess Benefit
All of our U.S. employees, including the named executive officers, are eligible to participate in our tax-qualified Section 401(k) plan which includes Company matching contributions.
During 2020, Mr. Goldberg was eligible to receive a 401(k) Excess benefit. It is designed to provide only the benefit that the executive would have accrued under our tax-qualified plan if the IRS Code limits had not applied. It does not further enhance those benefits. None of our other named executive officers were eligible to receive a 401(k) Excess benefit in 2020. The matching contributions for our 401(k) plan and contributions made under our 401(k) Excess benefit are included in the “All Other Compensation” column of the Summary Compensation Table and, in the case of the 401(k) Excess benefit, the Non-Qualified Deferred Compensation Plan Table (which also includes each eligible named executive officer’s account balance as of the end of fiscal year 2020).
Deferred Compensation Plan
In December 2010, due to low participation and high administrative costs, the committee amended our non-qualified deferred compensation plan to eliminate deferral elections from participants for plan years beginning January 1, 2011 or later. Prior to the amendment, a select group of highly compensated management employees was eligible to participate in the plan, including our named executive officers while employed by us and our directors who were serving on our board prior to the amendment. The 2008 Deferred Compensation Plan allowed participants to defer certain types of compensation and designate notional investments in a selection of mutual funds or PerkinElmer stock. Company contributions of 401(k) Excess benefits will continue to be made to this plan for eligible participants. The plan does not provide for above-market returns. For more information about the Deferred Compensation Plan, please refer to “Non-Qualified Deferred Compensation Plan” following the 2020 Non-Qualified Deferred Compensation Plan Table, below.
42 PerkinElmer • 2021 Proxy Statement
|
Based on investor feedback, the committee continued the approved inclusion of a relative TSR performance metric in the 2024 LTIP design. Specific goals and targets for each LTIP year will be disclosed at the end of the performance period as we do not provide long-term forecasts. Benefits In addition to base salary, and short- and long-term incentive awards, our executive officers also participate in certain employee benefit programs. These benefit programs are designed to be competitive with market practices and to attract and retain the executive talent we need. Retirement and Deferred Compensation Programs Qualified Officer Retirement Benefit In January 2021, the committee approved a qualified officer retirement benefit whereby equity awards subject to three-year cliff vesting, which included restricted stock and PRSUs, would accelerate on a proportional basis upon a qualified retirement from the Company. This benefit took effect with grants made under the 2021 LTIP program and applies to grants made under the 2022 and 2023 LTIP programs. In October 2023, following a review of peer and market practices, the committee approved modifications to this benefit whereby newly issued equity awards subject to three-year cliff vesting, which include the PRSUs granted as part of the 2024 LTIP program, would vest on a continued and proportional basis following a qualified retirement from the Company. Equity awards subject to annual three-year vesting, which include non-qualified stock options and restricted stock units granted as part of the 2024 LTIP program, would vest on a non-accelerated full basis following a qualified retirement from the Company. Revvity • 2024 Proxy Statement 43
Qualified 401(k) Plan and 401(k) Excess Benefit All of our U.S. employees, including the named executive officers, are eligible to participate in our tax-qualified Section 401(k) plan which includes Company matching contributions. During 2023, Mr. Goldberg was eligible to receive a 401(k) Excess benefit. It is designed to provide only the benefit that the executive would have accrued under our tax-qualified plan if the IRS Code limits had not applied. It does not further enhance those benefits. In December 2010, the committee amended our 401(k) Excess benefit to cease elective deferrals for plan years beginning January 1, 2011. As such, none of our other named executive officers were eligible to receive a 401(k) Excess benefit in 2023 as they joined Revvity after elective deferrals ceased. The matching contributions for our 401(k) plan and contributions made under our 401(k) Excess benefit are included in the “All Other Compensation” column of the Summary Compensation Table and, in the case of the 401(k) Excess benefit, the Non-Qualified Deferred Compensation Plan Table (which also includes each eligible named executive officer’s account balance as of the end of fiscal year 2023). Deferred Compensation Plan In December 2010, due to low participation and high administrative costs, the committee amended our non-qualified deferred compensation plan to eliminate deferral elections from participants for plan years beginning January 1, 2011 or later. Prior to the amendment, a select group of highly compensated management employees was eligible to participate in the plan, including our named executive officers while employed by us and our directors who were serving on our board prior to the amendment. The 2008 Deferred Compensation Plan allowed participants to defer certain types of compensation and designate notional investments in a selection of mutual funds or Revvity stock. Company contributions of 401(k) Excess benefits will continue to be made to this plan for eligible participants. The plan does not provide for above-market returns. Although the deferred compensation plan was amended in 2022 to permit participation by certain legacy employees of BioLegend, the deferred compensation plan remains closed for legacy employees of the Company, including all named executive officers and directors except those named executive officers and directors providing service to the Company prior to the December 2010 amendment. For more information about the Deferred Compensation Plan, please refer to “Non-Qualified Deferred Compensation Plan” following the 2023 Non-Qualified Deferred Compensation Plan Table, below. Officer Programs We provide a limited number of personal benefit programs to eligible officers which we believe are competitive with overall market practices and which the committee has determined are appropriate to offer to attract and retain key executives. The committee periodically reviews external market data to determine the types and value levels of programs we should provide. The committee also determines eligibility for officer programs. All of our named executive officers are eligible for the Officer Matching Gift Program and the Executive Physical programs described below. Mr. Goldberg is eligible for the Executive Life and AD&D Insurance program, also described below. | • | | Officer Matching Gift Program: The PerkinElmerRevvity Foundation will make matching gifts to qualified institutions of the officer’s choice up to an aggregate annual maximum of $50,000 per year for the Chief Executive Officer and $25,000 per year for other eligible officers. The program is provided in order to encourage our executives to support community and other not-for-profit organizations. |
| • | | Executive Physical: Eligible officers may receive a full annual executive physical paid by the Company.Revvity. The physical is provided to encourage proactive management of health and well-being. |
44 Revvity • 2024 Proxy Statement
| • | | Executive Life and AD&D Insurance: Eligible officers are covered by an executive life and accidental death and dismemberment insurance plan that pays a death benefit equal to four times the executive’s base salary. Officers eligible for executive life and AD&D coverage pay the associated tax on insurance premiums. The committee ceased eligibility for executive life and AD&D insurance to newly hired and promoted officers in fiscal 2010. Employment Agreements and Severance/Change in Control Arrangements
All of our named executive officers have employment agreements. The committee believes these agreements benefit PerkinElmer by clarifying the terms of employment and ensuring that we are protected by non-compete, non-solicitation, and non-disclosure provisions. We also believe these agreements are necessary for us to attract and retain senior talent in a competitive market. Furthermore, the committee believes that change in control benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key talent will leave the organization before a transaction closes. These departures could reduce the value of the organization to a buyer or to the shareholders if a transaction fails to close.
The arrangements provide severance benefits to our named executive officers in the event of an involuntary termination not for “cause”, or voluntary termination following a change in control where the executive has “good reason”, as these terms are defined in the agreements. The benefits under the agreements are generally larger if the termination is associated with a change in control.
For Mr. Goldberg, who was hired prior to certain changes approved by the committee that are described below, a tax gross-up is provided, if necessary, to make him whole for certain excise taxes imposed under the Internal Revenue Code. In addition, effective upon a change in control, 100% of Mr. Goldberg’s stock options, restricted shares and PRSUs would vest, and any granted performance cash units would be paid at the target level.
Following an evaluation of market practices, the committee determined on February 25, 2010 that future employment agreements issued to newly promoted or newly hired officers will provide 100% equity vesting upon termination following a change in control only if the officer’s employment is terminated within a specified period of time following the change in control. On July 30, 2010, the committee also determined that future employment agreements entered into with newly promoted or newly hired officers will not include a tax gross-up for excise taxes imposed under the Internal Revenue Code. Consistent with these decisions, the employment agreements issued to Dr. Singh and Messrs. Mock, Tereau and Vohra do not include a tax gross-up for excise taxes imposed under the
PerkinElmer • 2021 Proxy Statement 43
Internal Revenue Code, and their equity will vest following a change in control only for a qualifying termination of employment within a specified period of time following the change in control.
The committee periodically reviews the benefits provided under the agreements to ensure they serve PerkinElmer’s
|
Employment Agreements and Severance/Change in Control Arrangements All of our named executive officers have employment agreements. The committee believes these agreements benefit Revvity by clarifying the terms of employment and ensuring that we are protected by non-compete, non-solicitation, and non-disclosure provisions. We also believe these agreements are necessary for us to attract and retain senior talent in a competitive market. Furthermore, the committee believes that change in control benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key talent will leave the organization before a transaction closes. These departures could reduce the value of the organization to a buyer or to the shareholders if a transaction fails to close. The arrangements provide severance benefits to our named executive officers in the event of an involuntary termination not for “cause”, or voluntary termination following a change in control where the executive has “good reason”, as these terms are defined in the agreements. The benefits under the agreements are generally larger if the termination is associated with a change in control. Our employment agreements with our named executive officers also provide for acceleration of vesting in certain situations, such as upon, or following, a change in control of Revvity. For Mr. Goldberg, who was hired prior to certain changes approved by the committee that are described below, a tax gross-up is provided, if necessary, to make him whole for certain excise taxes imposed under the Internal Revenue Code. In addition, effective upon a change in control, 100% of Mr. Goldberg’s stock options, restricted shares and PRSUs would vest. Following an evaluation of market practices, the committee determined on February 25, 2010 that future employment agreements issued to newly promoted or newly hired officers will provide 100% equity vesting upon termination following a change in control only if the officer’s employment is terminated within a specified period of time following the change in control. On July 30, 2010, the committee also determined that future employment agreements entered into with newly promoted or newly hired officers will not include a tax gross-up for excise taxes imposed under the Internal Revenue Code. Consistent with these decisions, the employment agreements issued to Dr. Singh, Messrs. Krakowiak and Vohra and Ms. Victor do not include a tax gross-up for excise taxes imposed under the Internal Revenue Code, and their equity will vest following a change in control only for a qualifying termination of employment within a specified period of time following the change in control. The committee periodically reviews the benefits provided under the agreements to ensure they serve Revvity’s interests in retaining key executives, are consistent with market practice, and are reasonable. Details of each named executive officer’s agreement, and the estimated payments that each named executive officer would receive under different termination circumstances, are set forth below in “Potential Payments upon Termination or Change in Control”. Additional Compensation Policies Stock Ownership Guidelines The committee has determined that in order to further align management and shareholder interests, executive stock ownership should be significant relative to each executive officer’s base salary. Executives are expected to attain these ownership levels within five years after their election or appointment. Ownership level determination includes stock acquired through the open market, through the exercise of stock options or vesting of RSUs after which the shares are held, shares Revvity • 2024 Proxy Statement 45
granted under restricted stock grants and shares held by immediate family members, including through family trusts. Shares held in our 401(k) and our deferred compensation plans are also counted. The intrinsic value of vested, in-the-money outstanding stock options is excluded from ownership level determinations. Our stock ownership guidelines are expressed as the fair market value of the shares held as a multiple of annual base salary. The stock ownership guidelines for our executive officers (including our named executive officers) are as follows: | | | | | Officer Position | | Stock Ownership Guidelines | Chief Executive Officer | | 5 times annual base salary | Executive and Senior Vice President | | 2 times annual base salary | Vice President | | 1 times annual base salary |
As of February 16, 2024, all of our named executive officers were in compliance with the stock ownership guidelines. Securities Trading Policy All trading in Revvity securities by our named executive officers must be conducted under pre-established 10b5-1 trading plans. These 10b5-1 plans are subject to Company approval, can be entered into or amended only during open trading windows, impose a waiting period between adoption of a plan and initiation of trades, and have a maximum duration of one year. All trading in our securities by our directors requires pre-clearance from the office of our general counsel. Our Securities Trading Policy prohibits all employees, including our named executive officers, from engaging in “short” sales of our stock (unless the sale is part of a permitted “cashless” exercise of stock options) and from trading in any form of derivative security or instrument linked to our stock. The policy also prohibits pledging of Revvity stock by our officers. Clawback Policies Our executive officer Global ICP includes a recoupment provision applicable to all plan awards paid to executive officers for performance periods beginning on or after December 30, 2013. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under United States federal securities laws, the committee will have the right to recover all or a portion of the excess paid to the executive officer over the award payment that would have been paid to the executive officer under the accounting restatement. The recoupment provision applies to awards paid to current and former executive officers within the three-year period preceding the date on which we file an accounting restatement with the Securities and Exchange Commission. The committee, in its sole discretion, will make the determination whether to recover all or a portion of any excess award payment. Effective October 2, 2023, the committee approved a new clawback policy and adopted revisions to the Global ICP plan recoupment provision in accordance with new rules promulgated by the U.S. Securities and Exchange Commission and the New York Stock Exchange. Officers, including our named executive officers, who are granted stock options under the LTIP, sign a Prohibited Activity Agreement. This agreement requires the officer to repay gains on stock options exercised within the last year of employment if the officer solicits, recruits or induces an employee or consultant of Revvity to end their employment with us, or engages directly or indirectly with a competing business (as defined in the agreement) within two years after the officer’s termination date. Equity Award Granting Practices The following practices apply to all of our equity awards, including grants made under our LTIP. Our 2009 Incentive Plan was approved by shareholders at our 2009 annual meeting of shareholders 46 Revvity • 2024 Proxy Statement
and reapproved by shareholders at our 2014 annual meeting of shareholders. Our 2019 Incentive Plan was approved by shareholders at our 2019 annual meeting of shareholders. Our 2009 Incentive Plan was the sole plan under which we granted equity awards from the date of its approval by shareholders until the approval of our 2019 Incentive Plan. The 2019 Incentive Plan has been the sole plan under which we grant equity awards since the date of its approval by shareholders. These incentive plans provide for grants of stock options, restricted stock, stock appreciation rights, other stock unit awards, performance units, and cash performance awards. The plans give the committee the latitude to design cash and stock-based incentive programs that promote high performance and the achievement of corporate goals. Employees, including our named executive officers and non-employee directors, are eligible to receive awards under these plans. The committee evaluates annual equity grants to officers, including the named executive officers, at the first committee meeting of each year. The approved grants become effective and the option exercise price is set on the first day of the open trading window following the release of full-year earnings, which is the date of grant. Therefore, the annual grant takes place after the release of material information regarding our annual financial performance. Equity grants to new hires are generally granted on the 15th day of the month following the employee’s date of hire. We primarily grant RSUs to employees below the officer level who receive equity awards. Stock options are awarded to a limited number of employees below the officer level. The stock option exercise price is set at the average of the high and low prices on the date of grant. We believe this practice results in a grant price which more fairly represents the stock price over the course of the date of grant than the closing price on the date of grant, which could be arbitrarily high or low. Our board administers all equity grants within the authority established within Revvity’s shareholder-approved incentive plans and, as permitted under the plans, delegates authority to administer the plans to the committee. The committee establishes the terms and conditions of each award, including vesting and performance criteria, and the time period applicable to the award. The committee may delegate approval to grant equity awards to non-officers to our stock award grant committee of which Dr. Singh is the sole member. The stock award grant committee does not have the authority to issue equity grants to officers. At the end of fiscal year 2023, we had 5.2 million shares reserved for future equity grants. We had 1.5 million outstanding options and unvested shares, which represent 1.2% of our common shares outstanding. Our total dilution including shares reserved for future grants and outstanding options and unvested shares was 5.5%. In 2023, we granted 0.3 million shares (including shares granted under options and stock grants) or 0.25% of our common shares outstanding. The committee annually reviews the potential dilutive effect of equity award programs from both a share and economic perspective as compared to industry peers. For fiscal year 2022, share dilution for our peer companies was 1.5% at the 25th percentile, 1.8% at median, and 2.9% at the 75th percentile (shares outstanding plus shares available for future grant). Compensation Committee Report The compensation and benefits committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, we recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement. By the compensation and benefits committee of the board of directors: Peter Barrett, PhD, Chair Sylvie Grégoire, PharmD Frank Witney, PhD Pascale Witz Revvity • 2024 Proxy Statement 47
Summary Compensation Table The following table sets forth information concerning the annual and long-term compensation for services to Revvity for the 2023 fiscal year of (1) individuals who held the role of Chief Executive Officer during 2023, (2) individuals who held the role of Chief Financial Officer during 2023, (3) the other three most highly compensated executive officers for 2023 who were serving as executive officers as of December 31, 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary ($)(1) | | Bonus ($)(2) | | Stock Awards ($)(3)(4)(5) | | Option Awards ($)(3)(5) | | Non-Equity Incentive Plan Compensation ($)(6) | | All Other Compensation ($)(7) | | Total ($) | Prahlad R. Singh Chief Executive Officer | | | | 2023 | | | | $ | 1,086,539 | | | | | — | | | | $ | 5,775,022 | | | | $ | 1,921,023 | | | | $ | 315,563 | | | | $ | 32,477 | | | | $ | 9,130,624 | | | | | 2022 | | | | $ | 1,050,000 | | | | | — | | | | $ | 5,512,467 | | | | $ | 1,836,460 | | | | $ | 2,152,763 | | | | $ | 25,309 | | | | $ | 10,576,998 | | | | | 2021 | | | | $ | 1,002,885 | | | | | — | | | | $ | 4,134,370 | | | | $ | 1,378,134 | | | | $ | 3,117,188 | | | | $ | 28,429 | | | | $ | 9,661,006 | | | | | | | | | | | Maxwell Krakowiak Senior Vice President and
Chief Financial Officer | | | | 2023 | | | | $ | 500,000 | | | | | — | | | | $ | 1,468,779 | | | | $ | 654,938 | | | | $ | 111,563 | | | | $ | 19,548 | | | | $ | 2,754,828 | | | | | 2022 | | | | $ | 365,124 | | | | $ | 50,000 | | | | $ | 324,899 | | | | $ | 324,955 | | | | $ | 383,210 | | | | $ | 16,250 | | | | $ | 1,464,439 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Joel S. Goldberg Senior Vice President, Administration, General Counsel and Secretary | | | | 2023 | | | | $ | 547,308 | | | | | — | | | | $ | 1,443,756 | | | | $ | 480,244 | | | | $ | 122,719 | | | | $ | 50,715 | | | | $ | 2,644,742 | | | | | 2022 | | | | $ | 538,115 | | | | | — | | | | $ | 1,214,971 | | | | $ | 404,768 | | | | $ | 703,688 | | | | $ | 44,015 | | | | $ | 2,905,558 | | | | | 2021 | | | | $ | 528,656 | | | | | — | | | | $ | 999,402 | | | | $ | 333,133 | | | | $ | 949,406 | | | | $ | 48,033 | | | | $ | 2,858,630 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tajinder S. Vohra Senior Vice President Global Operations | | | | 2023 | | | | $ | 470,962 | | | | | — | | | | $ | 890,613 | | | | $ | 296,287 | | | | $ | 79,943 | | | | $ | 23,170 | | | | $ | 1,760,975 | | | | | 2022 | | | | $ | 451,923 | | | | | — | | | | $ | 689,905 | | | | $ | 229,892 | | | | $ | 452,695 | | | | $ | 22,623 | | | | $ | 1,847,038 | | | | | 2021 | | | | $ | 424,723 | | | | | — | | | | $ | 564,312 | | | | $ | 188,127 | | | | $ | 612,750 | | | | $ | 20,541 | | | | $ | 1,810,453 | | Miriame Victor Senior Vice President and
Chief Commercial Officer | | | | 2023 | | | | $ | 447,077 | | | | | — | | | | $ | 862,557 | | | | $ | 286,903 | | | | $ | 83,870 | | | | $ | 24,450 | | | | $ | 1,704,856 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOTES (1) | This column represents base salary amounts earned in fiscal years 2021, 2022 and 2023, respectively. Base salary earnings for Mr. Krakowiak in 2022 reflect base salary amounts from his previous role of Vice President of Corporate Finance and prorated base salary amounts to reflect his promotion in September 2022. |
(2) | In 2022, Mr. Krakowiak received a reward and recognition bonus while in his previous role of Vice President of Corporate Finance. |
(3) | Ignoring the impact of the forfeiture rate, these amounts represent the aggregate grant date fair value of awards of options, shares and performance restricted stock units granted to each named executive officer would receive under different termination circumstances, are set forth below in “Potential Payments upon Termination or Change in Control”. Additional Compensation Policies
Stock Ownership Guidelines
The committee has determined that in order to further align management and shareholder interests, executive stock ownership should be significant relative to each executive officer’s base salary. Executives are expected to attain these ownership levels within four years after their election or appointment. Ownership level determination includes stock acquired through the open market, through the exercise of stock options after which the shares are held, shares granted under restricted stock grants and the intrinsic value of vested, outstanding stock options. Shares held in our 401(k) and our deferred compensation plans are also counted. Our stock ownership guidelines are expressed as the fair market valueapplicable fiscal year. For a more detailed description of the shares held as a multipleassumptions used for purposes of annual base salary. The stock ownership guidelines for our executive officers (including our named executive officers) are as follows:
| | | | | Officer Position
| | Stock Ownership Guidelines
| Chief Executive Officer
| | 5 times annual base salary | Executive and Senior Vice President
| | 2 times annual base salary | Vice President
| | 1 times annual base salary |
As of February 16, 2021, all of our named executive officers were in compliance with the stock ownership guidelines.
Securities Trading Policy
All trading in PerkinElmer securities by our named executive officers must be conducted under pre-established 10b5-1 trading plans. These 10b5-1 plans are subject to Company approval, can be entered into or amended only during open trading windows, impose a waiting period between adoption of a plan and initiation of trades, and have a maximum duration of one year. All trading in our securities by our directors requires pre-clearance from the office of our general counsel. Our Securities Trading Policy prohibits all employees, including our named executive officers, from engaging in “short” sales of our stock (unless the sale is part of a permitted “cashless” exercise of stock options) and from trading in any form of derivative security or instrument linked to our stock. The policy also prohibits pledging of PerkinElmer stock by our officers.
Clawback Policies
Our executive officer Global ICP includes a recoupment provision applicable to all plan awards paid to executive officers for performance periods beginning on or after December 30, 2013. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under United States federal securities laws, the committee will have the right to recover all or a portion of the excess paiddetermining grant date fair value, see Note 17 to the executive officer over the award payment that would have been paid to the executive officer under the accounting restatement. The recoupment provision applies to awards paid to current and former executive officers within the three-year period preceding the date on which we file an accounting restatement with the Securities and Exchange Commission. The committee,consolidated financial statements in its sole discretion, will make the determination whether to recover all or a portion of any excess award payment.
44 PerkinElmer • 2021 Proxy Statement
Officers, including our named executive officers, who are granted stock options under the LTIP, sign a Prohibited Activity Agreement. This agreement requires the officer to repay gains on stock options exercised within the last year of employment if the officer solicits, recruits or induces an employee or consultant of PerkinElmer to end their employment with us, or engages directly or indirectly with a competing business (as defined in the agreement) within two years after the officer’s termination date.
Equity Award Granting Practices
The following practices apply to all of our equity awards, including grants made under our LTIP. Our 2009 Incentive Plan was approved by shareholders at our 2009 annual meeting of shareholders and reapproved by shareholders at our 2014 annual meeting of shareholders. Our 2019 Incentive Plan was approved by shareholders at our 2019 annual meeting of shareholders. Our 2009 Incentive Plan was the sole plan under which we granted equity awards from the date of its approval by shareholders until the approval of our 2019 Incentive Plan. The 2019 Incentive Plan has been the sole plan under which we grant equity award since the date of its approval by shareholders.
These incentive plans provide for grants of stock options, restricted stock, stock appreciation rights, other stock unit awards, performance units, and cash performance awards. The plans give the committee the latitude to design cash and stock-based incentive programs that promote high performance and the achievement of corporate goals. Employees, including our named executive officers and non-employee directors, are eligible to receive awards under these plans.
The committee evaluates annual equity grants to officers, including the named executive officers, at the first committee meeting of each year. The approved grants become effective and the option exercise price is set on the first day of the open trading window following the release of full year earnings, which is the date of grant. Therefore, the annual grant takes place after the release of material information regarding our annual financial performance.
Equity grants to new hires are generally granted on the 15th day of the month following the employee’s date of hire. We primarily grant RSUs to employees below the officer level who receive equity awards. Stock options are awarded to a limited number of employees below the officer level.
The stock option exercise price is set at the average of the high and low prices on the date of grant. We believe this practice results in a grant price which more fairly represents the stock price over the course of the date of grant than the closing price on the date of grant, which could be arbitrarily high or low.
Our board administers all equity grants within the authority established within PerkinElmer’s shareholder-approved incentive plans and, as permitted under the plan, delegates authority to administer the plans to the committee. The committee establishes the terms and conditions of each award, including vesting and performance criteria, and the time period applicable to the award. The committee may delegate approval to grant equity awards to non-officers to our stock award grant committee of which Dr. Singh is the sole member. The stock award grant committee does not have the authority to issue equity grants to officers.
At the end of fiscal year 2020, we had 6.1 million shares reserved for future equity grants. We had 1.4 million outstanding options and unvested shares, which represents 1.2% of our common shares outstanding. Our total dilution including shares reserved for future grants and outstanding options and unvested shares was 6.7%. In 2020, we granted 0.5 million shares (including shares granted under options and stock grants) or 0.45% of our common shares outstanding. The committee annually reviews the potential dilutive effect of equity award programs from both a share and economic perspective as compared to industry peers. For fiscal year 2019, share dilution for our peer companies was 6.3% at the 25th percentile, 9.9% at median, and 12.6% at the 75th percentile (shares outstanding plus shares available for future grant, based on information from our annual report on Form 10-K for the fiscal year ended 2020).
PerkinElmer • 2021 Proxy Statement 45
Compensation Committee Report
The compensation and benefits committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, we recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
By the compensation and benefits committee of the board of directors:
Peter Barrett, PhD, Chair
Sylvie Grégoire, PharmD
Frank Witney, PhD
46 PerkinElmer • 2021 Proxy Statement
Summary Compensation Table
The following table sets forth information concerning the annual and long-term compensation for services to PerkinElmer for the 2020 fiscal year of (1) individuals who held the role of Chief Executive Officer during 2020, (2) individuals who held the role of Chief Financial Officer during 2020, and (3) the other three most highly compensated executive officers for 2020 who were serving as executive officers as of January 3, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary ($)(1)(2) | | Bonus ($) | | Stock Awards ($)(3)(4)(5) | | Option Awards ($)(3)(5) | | Non-Equity Incentive Plan Compensation ($)(5)(6)(7) | | All Other Compensation ($)(8) | | Total ($) | Prahlad R. Singh Chief Executive Officer | | | | 2020 | | | | $ | 900,000 | | | | | — | | | | $ | 3,117,126 | | | | $ | 1,038,694 | | | | $ | 3,947,899 | | | | $ | 14,250 | | | | $ | 9,017,969 | | | | | 2019 | | | | $ | 645,135 | | | | | — | | | | $ | 1,706,214 | | | | $ | 568,041 | | | | $ | 1,176,304 | | | | $ | 20,862 | | | | $ | 4,116,556 | | | | | 2018 | | | | $ | 516,538 | | | | | — | | | | $ | 668,825 | | | | $ | 333,894 | | | | $ | 517,613 | | | | $ | 21,024 | | | | $ | 2,057,894 | | James M. Mock Senior Vice President and Chief Financial Officer | | | | 2020 | | | | $ | 569,602 | | | | | — | | | | $ | 1,036,274 | | | | $ | 345,293 | | | | $ | 2,137,338 | | | | $ | 16,098 | | | | $ | 4,104,605 | | | | | 2019 | | | | $ | 534,450 | | | | | — | | | | $ | 909,038 | | | | $ | 302,614 | | | | $ | 352,991 | | | | $ | 14,000 | | | | $ | 2,113,093 | | | | | 2018 | | | | $ | 331,154 | | | | $ | 400,000 | | | | $ | 2,590,621 | | | | $ | 294,760 | | | | $ | 641,813 | | | | $ | 8,268 | | | | $ | 4,266,616 | | Joel S. Goldberg Senior Vice President, Administration, General Counsel and Secretary | | | | 2020 | | | | $ | 532,713 | | | | | — | | | | $ | 872,239 | | | | $ | 290,629 | | | | $ | 1,867,427 | | | | $ | 40,915 | | | | $ | 3,603,923 | | | | | 2019 | | | | $ | 499,838 | | | | | — | | | | $ | 849,725 | | | | $ | 283,008 | | | | $ | 1,210,256 | | | | $ | 36,736 | | | | $ | 2,879,563 | | | | | 2018 | | | | $ | 486,639 | | | | | — | | | | $ | 552,437 | | | | $ | 275,806 | | | | $ | 1,732,668 | | | | $ | 36,648 | | | | $ | 3,084,197 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Daniel R. Tereau Senior Vice President, Strategy and Business Development | | | | 2020 | | | | $ | 485,192 | | | | | — | | | | $ | 441,364 | | | | $ | 147,050 | | | | $ | 950,861 | | | | $ | 20,480 | | | | $ | 2,044,947 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tajinder S. Vohra Senior Vice President Global Operations | | | | 2020 | | | | $ | 426,185 | | | | | — | | | | $ | 473,715 | | | | $ | 157,856 | | | | $ | 959,910 | | | | $ | 11,550 | | | | $ | 2,029,216 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOTES
(1) | This column represents base salary amounts earned in fiscal years 2018, 2019 and 2020, respectively. Merit increases for all Company employees in 2020, including Messrs. Mock, Goldberg, Tereau and Vohra, that were to have become effective April 6, 2020 were delayed until August 10, 2020. One-time lump sum merit payments were subsequently delivered to all employees, including Messrs. Mock, Goldberg, Tereau and Vohra, representing the retroactive payment of the increased salary which are reflected in the amounts reported in the Salary column. Fiscal year 2020 contained one additional payroll cycle which accounts for the salary amounts reported for 2020 exceeding the annualized base salaries of the named executive officers.
|
(2) | The amounts reported for fiscal 2020 for Dr. Singh and Messrs. Mock, Goldberg and Vohra include base salary amounts of $149,384, $91,966, $85,339 and $46,444, respectively, that each such executive officer elected to forego in exchange for one-time RSU grants as part of their participation in a voluntary stock for salary program as part of our efforts to conserve cash in light of COVID-19.
|
(3) | Ignoring the impact of the forfeiture rate, these amounts represent the aggregate grant date fair value of awards of options, shares and performance restricted stock units granted to each named executive officer in the applicable fiscal year. For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 19 to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended January 3, 2021.
|
(4) | The values shown in this column for 2020 for each named executive officer reflect the aggregate grant date fair value of restricted shares and PRSUs granted in 2020. On January 23, 2020, the committee approved grants of restricted shares and PRSUs under the 2020 LTIP to Dr. Singh and Messrs. Mock, Goldberg, Tereau and Vohra. The restricted shares granted to all of our namedDecember 31, 2023.
|
(4) | PerkinElmer • 2021 Proxy Statement 47
| executive officers under the 2020 LTIP will vest 100% on January 30, 2023. The PRSUs granted to all of our named executive officers in 2020The values shown in this column for 2023 Dr. Singh, Messrs. Krakowiak, Goldberg and Vohra, and Ms. Victor reflect the aggregate grant date fair value of restricted shares and PRSUs granted in 2023. On January 26, 2023, the committee approved grants of restricted shares and PRSUs under the 2023 LTIP to Dr. Singh, Messrs. Krakowiak, Goldberg and Vohra, and Ms. Victor. The restricted shares granted to Dr. Singh, Messrs. Krakowiak, Goldberg and Vohra, and Ms. Victor under the 2023 LTIP are scheduled to vest 100% on February 16, 2026. The PRSUs granted to Dr. Singh, Messrs. Krakowiak, Goldberg and Vohra, and Ms. Victor in 2023 will vest based on the achievement of financial performance metrics approved by the committee following the end of the three-year performance period. A description of these awards is provided above in the “Compensation Discussion and Analysis”. Please refer to the “Compensation Discussion and Analysis” above for a full description of long-term awards. A de minimis amount was included in this column for Mr. Goldberg to reflect grant date fair value in excess of deferred salary for RSU grants made under the stock for salary program.
|
(5) | Each of the executive officers named in the Summary Compensation Table received long-term awards in 2020. The awards to Dr. Singh and Messrs. Mock, Goldberg, Tereau and Vohra were approved by the committee in January 2020. All of the 2020 awards are disclosed in the 2020 Grants of Plan-Based Awards table in this proxy statement. Outstanding stock option, restricted stock and PRSU awards are also disclosed in the 2020 Outstanding Equity Awards at Fiscal Year-End table in this proxy statement.
|
Please refer to the “Compensation Discussion and Analysis” above for a full description of long-term awards. |
(6) | The amounts reported in this column reflect short-term incentive bonus payments under our Global ICP and performance cash unit payments under our 2018 LTIP for performance from 2018 to 2020. The amounts are as follows:
48 Revvity • 2024 Proxy Statement
(5) | Dr. Singh, Messrs. Krakowiak, Goldberg and Vohra, and Ms. Victor received long-term awards in 2023. The awards to Dr. Singh, Messrs. Krakowiak, Goldberg and Vohra, and Ms. Victor were approved by the committee on January 26, 2023. All of the 2023 awards are disclosed in the 2023 Grants of Plan-Based Awards table in this proxy statement. Outstanding stock option, restricted stock and PRSU awards are also disclosed in the 2023 Outstanding Equity Awards at Fiscal Year-End table in this proxy statement. |
Please refer to the “Compensation Discussion and Analysis” above for a full description of long-term awards. (6) | The amounts reported in this column reflect short-term incentive bonus payments under our Global ICP short-term incentive plan. For fiscal year 2022, the amount reported for Mr. Krakowiak includes the amount he received for the second half of 2022 under the 2022 GICP and an additional $73,145 which is the incentive award amount he received for the first half of 2022 prior to his promotion to Senior Vice President and Chief Financial Officer. |
| | | | | | | | | | | | | Named Executive Officer | | Short-Term Incentive Payments (Global ICP) ($) | | Performance Cash Unit Awards under 2018 LTIP ($) | | Total ($) | | Prahlad R. Singh | | $2,691,631 | | $1,256,193 | | | $3,947,824 | | James M. Mock | | $ 919,507 | | $1,217,831 | | | $2,137,338 | | Joel S. Goldberg | | $ 829,835 | | $1,037,592 | | | $1,867,427 | | Daniel R. Tereau | | $ 531,014 | | $ 419,847 | | | $ 950,861 | | Tajinder S. Vohra | | $ 584,209 | | $ 375,701 | | | $ 959,910 | |
(7) | (7) | The 2020 amount reported for Dr. Singh in this column includes a $75 payment pursuant to our corporate patent award program.
|
(8) | The 2020The 2023 amount reported in this column for Mr. Goldberg includes our 401(k) Excess contribution to our deferred compensation plan of $11,157. Also included in this column for each eligible officer are our contributions to the qualified 401(k) plan, the premiums we paid for executive life insurance, the fee paid by us for the officer’s annual executive physical, and the incremental cost of any personal use of tickets to sporting events.
|
Reporting of LTIP awards$10,875. The 2023 amounts reported in this column for Dr. Singh, Messrs. Krakowiak, Goldberg and Vohra, and Ms. Victor include our contributions to the Summary Compensation Tablequalified 401(k) plan of $16,500. Also included in this column for each eligible officer are the premiums we paid for executive life insurance, the fee paid by us for the officer’s annual executive physical, the incremental cost of any personal use of tickets to sporting events, and company matching of charitable donations under $25,000.
|
Reporting of LTIP awards in the Summary Compensation Table The equity-based forms of our LTIP (stock options, restricted shares, and PRSUs) are reported in the Summary Compensation Table at their grant date fair value in the year of grant. In our Summary Compensation Table for fiscal 2023, above, we are reporting approximately the full target grant value under the 2023 LTIP (the grant date value of stock options, restricted shares and PRSUs) granted to each of our named executive officers in fiscal 2023. Revvity • 2024 Proxy Statement 49
2023 Grants of Plan-Based Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Type (1) | | Grant Date (2) | | | Date of Compensation Committee Approval | �� | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Closing Price on Date of Option Grant ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($) | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | Prahlad R. Singh | | PRSU | | | 2/16/2023 | | | | 1/26/2023 | (3) | | | | | | | | | | | | | | | | | | | 11,418 | | | | 28,544 | | | | 68,506 | | | | | | | | | | | | | | | | | | | $ | 3,850,015 | | | RS-T | | | 2/16/2023 | | | | 1/26/2023 | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,272 | | | | | | | | | | | | | | | $ | 1,925,007 | | | | OPT | | | 2/16/2023 | | | | 1/26/2023 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 41,061 | | | $ | 133.20 | | | $ | 134.88 | | | $ | 1,921,023 | | | | GICP | | | N/A | | | | | (6) | | $ | 742,500 | | | $ | 1,485,000 | | | $ | 2,970,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Maxwell Krakowiak | | PRSU | | | 2/16/2023 | | | | 1/26/2023 | (3) | | | | | | | | | | | | | | | | | | | 2,410 | | | | 6,024 | | | | 14,458 | | | | | | | | | | | | | | | | | | | $ | 812,517 | | | RS-T | | | 2/16/2023 | | | | 1/26/2023 | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,012 | | | | | | | | | | | | | | | $ | 406,259 | | | | OPT | | | 2/16/2023 | | | | 1/26/2023 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,666 | | | $ | 133.20 | | | $ | 134.88 | | | $ | 405,436 | | | | OPT | | | 2/16/2023 | | | | 1/26/2023 | (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,333 | | | $ | 133.20 | | | $ | 134.88 | | | $ | 249,502 | | | | RSU | | | 2/16/2023 | | | | 1/26/2023 | (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,865 | | | | | | | | | | | | | | | $ | 250,003 | | | | GICP | | | N/A | | | | | (6) | | $ | 187,500 | | | $ | 375,000 | | | $ | 750,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Joel S. Goldberg | | PRSU | | | 2/16/2023 | | | | 1/26/2023 | (3) | | | | | | | | | | | | | | | | | | | 2,854 | | | | 7,136 | | | | 17,126 | | | | | | | | | | | | | | | | | | | $ | 962,504 | | | RS-T | | | 2/16/2023 | | | | 1/26/2023 | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,568 | | | | | | | | | | | | | | | $ | 481,252 | | | | OPT | | | 2/16/2023 | | | | 1/26/2023 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,265 | | | $ | 133.20 | | | $ | 134.88 | | | $ | 480,244 | | | | GICP | | | N/A | | | | | (6) | | $ | 206,250 | | | $ | 412,500 | | | $ | 825,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tajinder S. Vohra | | PRSU | | | 2/16/2023 | | | | 1/26/2023 | (3) | | | | | | | | | | | | | | | | | | | 1,761 | | | | 4,402 | | | | 10,565 | | | | | | | | | | | | | | | | | | | $ | 593,742 | | | RS-T | | | 2/16/2023 | | | | 1/26/2023 | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,201 | | | | | | | | | | | | | | | $ | 296,871 | | | | OPT | | | 2/16/2023 | | | | 1/26/2023 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,333 | | | $ | 133.20 | | | $ | 134.88 | | | $ | 296,287 | | | | GICP | | | N/A | | | | | (6) | | $ | 142,500 | | | $ | 285,000 | | | $ | 570,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Miriame Victor | | PRSU | | | 2/16/2023 | | | | 1/26/2023 | (3) | | | | | | | | | | | | | | | | | | | 1,705 | | | | 4,263 | | | | 10,231 | | | | | | | | | | | | | | | | | | | $ | 574,993 | | | RS-T | | | 2/16/2023 | | | | 1/26/2023 | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,132 | | | | | | | | | | | | | | | $ | 287,564 | | | | OPT | | | 2/16/2023 | | | | 1/26/2023 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,133 | | | $ | 133.20 | | | $ | 134.88 | | | $ | 286,903 | | | | GICP | | | N/A | | | | | (6) | | $ | 149,500 | | | $ | 299,000 | | | $ | 598,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOTES (1) | The awards shown in this table were granted under our 2019 Incentive Plan unless otherwise indicated below. The types of awards are as follows: |
PRSU = Performance restricted stock units with performance-based vesting RSU = Restricted stock units with time-based vesting RS-T = Restricted stock with time-based vesting OPT = Stock options with time-based vesting GICP = Global ICP (short-term incentive bonus) (2) | On January 26, 2023, the compensation and benefits committee reviewed stock option, restricted stock and PRSU grants for Dr. Singh, Messrs. Krakowiak, Goldberg, and Vohra and Ms. Victor, and approved them with an effective grant date of the third business day following the release of our 2022 full-year earnings, which was February 16, 2023. Therefore, the date of grant was after the release of material information regarding our 2022 financial performance. |
(3) | Eligible named executive officers received a grant of PRSUs in 2023 under our LTIP. These awards have a three-year performance period. The number of PRSUs to be granted to an LTIP participant is determined by dividing the award value associated with the PRSUs by the closing stock price on the date of grant. Please refer to the “Compensation Discussion and Analysis” for a description of the PRSU program, eligibility and payment criteria. The amounts shown under “Threshold” represent estimated payment of 50% of the PRSUs granted, with downward relative TSR performance modification of 20%, our estimate of the minimum amount payable if the threshold performance level is met for all performance measures. The amounts shown under “Target” represent estimated payment of 100% of the PRSUs granted. The amounts shown under “Maximum” represent estimated payment of 200% of the PRSUs granted, with upward relative TSR performance modification of 20%, our estimate of the maximum amount payable. For all listed officers, the stock price used for calculation of the grant date fair value in the year of grant. In contrast, LTIP performance cash units are reported in the Summary Compensation Table in the final year of the three-year performance period and the amount reported reflects the actual realized cash payment resulting from achievement against financial goals and stock price at the end of the performance period. Unlike the equity-based forms of LTIP, the value reported in the Summary Compensation Table for performance cash units will exceed the target grant value if performance exceeds target goals, our stock price rises over the three-year performance period, or both.
The proportion of LTIP grant value allocated to each of the four types of awards (stock options, restricted shares, PRSUs and performance cash units) has also changed over time. In our Summary Compensation Table for fiscal 2020, above, we are reporting approximately the full target grant value
48 PerkinElmer • 2021 Proxy Statement
under the 2020 LTIP (the grant date value of stock options, restricted shares and PRSUs) granted to each of our named executive officers in fiscal 2020. For Dr. Singh and Messrs. Mock, Goldberg, Tereau and Vohra, all of whom participated in our 2018 LTIP, we are also reporting the actual performance cash unit payment under the 2018 LTIP. Performance cash units comprised approximately one-quarter of the 2018 LTIP grant value.
LTIP Target Grant Value Allocation:
| | | | | | | | | | | | | | LTIP Year | | Stock Options | | Restricted Shares | | PRSUs | | Performance Cash Units | 2020 LTIP | | 25% | | 25% | | 50% | | — | | | | | | 2019 LTIP | | 25% | | 25% | | 50% | | — | | | | | | 2018 LTIP | | 25% | | 25% | | 25% | | 25% |
Because of the differences in reporting requirements and changes to our LTIP program over time, long-term incentive values (the value of equity grants and performance cash units) reported in the Summary Compensation Table for our named executive officers:
exceed the target grant value of the 2020 LTIP grant;
include values from long-term incentive awards granted in different fiscal years during which the LTIP grant value was allocated across award components in different proportions;
reflect LTIP values that are not reported on the same basis in terms of time period or realized value.
For example, in the Summary Compensation Table above, we are reporting 100% of the grant date value of Dr. Singh’s 2020 LTIP grant, which is $4,155,820 (the total of the amounts reported under “Stock Awards” and “Option Awards”). We are reporting an additional $1,256,193 under “Non-Equity Incentive Plan Compensation,” which is the payment of performance cash units under our 2018 LTIP. The reporting of long-term incentive values from both our 2020 and 2018 LTIP inflates the value of 2020 long-term awards reported for Dr. Singh in the Summary Compensation Table by $1,256,193.
For the reasons explained above, the long-term award values reported in our Summary Compensation Table may not be directly comparable to long-term award values reported by other companies who grant the entirety of their long-term awards in the form of equity-based awards and may also appear inflated, particularly if performance against the performance cash unit financial goals exceeded target and our stock price increased over the three-year performance period.
PerkinElmer • 2021 Proxy Statement 49
2020 Grants of Plan-Based Awards
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Type (1) | | Grant Date (2) | | | Date of Compensation Committee Approval | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Closing Price on Date of Option Grant ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($) | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | Prahlad R. Singh | | PRSU | | | 1/30/2020 | | | | 1/23/2020 | (3) | | | | | | | | | | | | | | | | | | | 10,888 | | | | 21,776 | | | | 43,552 | | | | | | | | | | | | | | | | | | | $ | 2,078,084 | | | RS-T | | | 1/30/2020 | | | | 1/23/2020 | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,888 | | | | | | | | | | | | | | | $ | 1,039,042 | | | | RSU | | | 4/6/2020 | | | | 3/25/2020 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,988 | | | | | | | | | | | | | | | $ | 149,358 | | | | OPT | | | 1/30/2020 | | | | 1/23/2020 | (6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 47,580 | | | $ | 96.06 | | | $ | 95.43 | | | $ | 1,038,694 | | | | GICP | | | N/A | | | | | (7) | | $ | 546,875 | | | $ | 1,093,750 | | | $ | 2,187,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James M. Mock | | PRSU | | | 1/30/2020 | | | | 1/23/2020 | (3) | | | | | | | | | | | | | | | | | | | 3,620 | | | | 7,239 | | | | 14,478 | | | | | | | | | | | | | | | | | | | $ | 690,818 | | | RS-T | | | 1/30/2020 | | | | 1/23/2020 | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,620 | | | | | | | | | | | | | | | $ | 345,457 | | | | RSU | | | 4/6/2020 | | | | 3/25/2020 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,224 | | | | | | | | | | | | | | | $ | 91,959 | | | | OPT | | | 1/30/2020 | | | | 1/23/2020 | (6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,817 | | | $ | 96.06 | | | $ | 95.43 | | | $ | 345,293 | | | | GICP | | | N/A | | | | | (7) | | $ | 207,246 | | | $ | 414,491 | | | $ | 828,982 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Joel S. Goldberg | | PRSU | | | 1/30/2020 | | | | 1/23/2020 | (3) | | | | | | | | | | | | | | | | | | | 3,047 | | | | 6,093 | | | | 12,186 | | | | | | | | | | | | | | | | | | | $ | 581,455 | | | RS-T | | | 1/30/2020 | | | | 1/23/2020 | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,047 | | | | | | | | | | | | | | | $ | 290,775 | | | | RSU | | | 4/6/2020 | | | | 3/25/2020 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,136 | | | | | | | | | | | | | | | $ | 85,348 | | | | OPT | | | 1/30/2020 | | | | 1/23/2020 | (6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,313 | | | $ | 96.06 | | | $ | 95.43 | | | $ | 290,629 | | | | GICP | | | N/A | | | | | (7) | | $ | 180,902 | | | $ | 361,805 | | | $ | 723,609 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Daniel R. Tereau | | PRSU | | | 1/30/2020 | | | | 1/23/2020 | (3) | | | | | | | | | | | | | | | | | | | 1,542 | | | | 3,083 | | | | 6,166 | | | | | | | | | | | | | | | | | | | $ | 294,211 | | | RS-T | | | 1/30/2020 | | | | 1/23/2020 | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,542 | | | | | | | | | | | | | | | $ | 147,153 | | | | OPT | | | 1/30/2020 | | | | 1/23/2020 | (6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,736 | | | $ | 96.06 | | | $ | 95.43 | | | $ | 147,050 | | | | GICP | | | N/A | | | | | (7) | | $ | 141,227 | | | $ | 282,454 | | | $ | 564,908 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tajinder S. Vohra | | PRSU | | | 1/30/2020 | | | | 1/23/2020 | (3) | | | | | | | | | | | | | | | | | | | 1,655 | | | | 3,309 | | | | 6,618 | | | | | | | | | | | | | | | | | | | $ | 315,778 | | | RS-T | | | 1/30/2020 | | | | 1/23/2020 | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,655 | | | | | | | | | | | | | | | $ | 157,937 | | | | RSU | | | 4/6/2020 | | | | 3/25/2020 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 618 | | | | | | | | | | | | | | | $ | 46,430 | | | | OPT | | | 1/30/2020 | | | | 1/23/2020 | (6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,231 | | | $ | 96.06 | | | $ | 95.43 | | | $ | 157,856 | | | | GICP | | | N/A | | | | | (7) | | $ | 126,321 | | | $ | 252,642 | | | $ | 505,284 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOTES
(1) | The awards shown in this table were granted under our 2019 Incentive Plan unless otherwise indicated below. The types of awards are as follows:
|
PRSU = Performance restricted stock units with performance-based vesting
RS-T = Restricted stock with time-based vesting
RSU = Restricted stock units with time-based vesting
OPT = Stock options with time-based vesting
GICP = Global ICP (short-term incentive bonus)
(2) | On January 23, 2020, the compensation and benefits committee reviewed stock option, restricted stock and PRSU grants for Dr. Singh and Messrs. Mock, Goldberg, Tereau and Vohra, and approved them with an effective grant date of the third business day following the release of our 2019 full year earnings, which was January 30, 2020. Therefore, the date of grant was after the release of material information regarding our 2019 financial performance.
|
(3) | Eligible named executive officers received a grant of PRSUs in 2020 under our LTIP. This award has a three-year performance period. Please refer to the “Compensation Discussion and Analysis” for a description of the PRSU program, eligibility and payment criteria. The amounts shown under “Threshold” represent estimated payment of 50% of the PRSUs granted, our estimate of the minimum amount payable if the threshold performance level is met for all performance measures. The amounts shown under “Target” represent estimated payment of 100% of the PRSUs granted. The amounts shown under “Maximum” represent estimated payment of 200% of the PRSUs granted, our estimate of the maximum amount payable. For all listed officers, the stock price used for calculation of estimated PRSU value is $95.43,$134.88, which was the closing stock price on the date the awards were granted.
|
50 Revvity • 2024 Proxy Statement
(4) | Eligible named executive officers received a grant of restricted shares under our LTIP which vests 100% three years following the date of grant. The number of shares of restricted stock to be granted to an LTIP participant is determined by dividing the award value associated with restricted stock by the closing stock price on the date of grant. A description of the restricted stock portion of our LTIP is provided in the “Compensation Discussion and Analysis.” |
(5) | 50 PerkinElmer • 2021 Proxy StatementEligible named executive officers received a grant of stock options under our LTIP in 2023. Options were issued with an exercise price equal to the fair market value on the date of grant. The stock option exercise price is set at the average of the high and low price on the date of grant. The number of option shares to be granted to an LTIP participant is determined by dividing the award value associated with stock options by the Black-Scholes value of the option. The options granted under our 2023 LTIP vest in three equal annual installments and may be exercised for seven years from the date of grant. Please refer to the “Compensation Discussion and Analysis” section of this proxy statement for a description of 2023 stock option grants and our equity practices.
|
(6) |
(5) | Dr. Singh and Messrs. Mock,Dr. Singh, Messrs. Krakowiak, Goldberg, and Vohra received a one-time RSU grant as part of their participation in a voluntary stock for salary program. Each executive elected to voluntarily receive a portion of their base salary for a period of three months in the form of RSUs with one-year vesting as part of our efforts to conserve cash in light of COVID-19. These grants were approved by the compensation and benefits committee on March 25, 2020, effective April 6, 2020.
|
(6) | Eligible named executive officers received a grant of stock options under our LTIP in 2020. Options were issued with an exercise price equal to the fair market value on the date of grant. The stock option exercise price is set at the average of the high and low price on the date of grant. The options granted under our 2020 LTIP vest in three equal annual installments and may be exercised for seven years from the date of grant. Please refer to the “Compensation Discussion and Analysis” section of this proxy statement for a description of 2020 stock option grants and our equity practices.
|
(7) | Dr. Singh and Messrs. Mock, Goldberg, Tereau and Vohra and Ms. Victor participated in our Global ICP bonus program in 2020. On January 23, 2020, the compensation and benefits committee approved Global ICP financial goals for our 2020 fiscal year. The amounts shown under “Threshold” represent payment of 50% of the target Global ICP bonus for the fiscal year performance period, our estimate of the minimum amount payable, assuming threshold level performance is achieved for all performance measures. The amounts shown under “Target” represent estimated payment of 100% of the target bonus for the performance period. The amounts shown under “Maximum” represent estimated payment of 200% of the target bonus for the performance period, our estimate of the maximum amount payable. The actual Global ICP bonuses for the 2020 performance period have been made. The total 2020 Global ICP bonus program in 2023. On January 26, 2023, the compensation and benefits committee approved Global ICP financial goals for our 2023 fiscal year. The amounts shown under “Threshold” represent payment of 50% of the target ICP for the fiscal year performance period, our estimate of the minimum amount payable, assuming threshold level performance is achieved for all performance measures. The amounts shown under “Target” represent estimated payment of 100% of the target bonus for the performance period. The amounts shown under “Maximum” represent estimated payment of 200% of the target bonus for the performance period, our estimate of the maximum amount payable. The actual Global ICP payments for the 2023 performance period have been made. The total 2023 ICP payment to each named executive officer and a description of the Global ICP is provided in the “Compensation Discussion and Analysis” section of this proxy statement and is reflected in the Summary Compensation Table.
|
(7) | PerkinElmer • 2021 Proxy Statement 51
Outstanding Equity AwardsOn January 26, 2023, the compensation and benefits committee approved additional equity grants for Mr. Krakowiak composed of stock options and restricted stock units with a grant date of February 16, 2023. The options were issued with an exercise price equal to the fair market value on the date of grant. The stock option exercise price was set at 2020 Fiscal Year-Endthe average of the high and low price on the date of grant. The options vest in three equal annual installments and may be exercised for seven years from the date of grant. The restricted stock units vest on the third anniversary of the date of grant. The stock price used for calculation of the grant date fair value of the restricted stock units was $134.05, which is the Black-Scholes value based on the closing stock price on the date the restricted stock units were granted.
|
Revvity • 2024 Proxy Statement 51
Outstanding Equity Awards at 2023 Fiscal Year-End | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | | | | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) (14) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (14) | Prahlad R. Singh | | | | 0 | (1) | | | | 41,061 | | | | $ | 133.200 | | | | | 2/16/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | 11,894 | (1) | | | | 23,790 | | | | $ | 184.605 | | | | | 2/4/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | 26,313 | (1) | | | | 13,157 | | | | $ | 144.330 | | | | | 2/5/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | 47,580 | (1) | | | | 0 | | | | $ | 96.060 | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | 25,525 | (1) | | | | 0 | | | | $ | 92.090 | | | | | 2/5/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 18,365 | (1) | | | | 0 | | | | $ | 81.290 | | | | | 1/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | 15,443 | (1) | | | | 0 | | | | $ | 52.650 | | | | | 2/7/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | 15,559 | (2) | | | | 0 | | | | $ | 52.650 | | | | | 2/7/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,272 | (4) | | | | 1,560,072 | | | | | 28,544 | (11) | | | $ | 3,120,145 | | | | | | | | | | | | | | | | | | | | | | | | | | 10,044 | (5) | | | $ | 1,097,910 | | | | | 20,087 | (12) | | | $ | 2,195,710 | | | | | | | | | | | | | | | | | | | | | | | | | | 9,502 | (6) | | | $ | 1,038,664 | | | | | 19,005 | (13) | | | $ | 2,077,437 | | Maxwell Krakowiak | | | | 0 | (1) | | | | 8,666 | | | | $ | 133.200 | | | | | 2/16/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | (1) | | | | 5,333 | | | | $ | 133.200 | | | | | 2/16/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,967 | (1) | | | | 3,934 | | | | $ | 134.230 | | | | | 9/15/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | 515 | (1) | | | | 1,032 | | | | $ | 175.390 | | | | | 3/4/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | 5,000 | (3) | | | | 0 | | | | $ | 183.350 | | | | | 8/16/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | 797 | (1) | | | | 399 | | | | $ | 123.430 | | | | | 3/5/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,012 | (4) | | | $ | 329,242 | | | | | 6,024 | (11) | | | $ | 658,483 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,865 | (7) | | | $ | 203,863 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,903 | (8) | | | $ | 208,017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 284 | (9) | | | $ | 31,044 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 99 | (10) | | | $ | 10,822 | | | | | | | | | | | | Joel S. Goldberg | | | | 0 | (1) | | | | 10,265 | | | | $ | 133.200 | | | | | 2/16/1930 | | | | | | | | | | | | | | | | | | | | | | | | | | 2,621 | (1) | | | | 5,244 | | | | $ | 184.605 | | | | | 2/4/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | 6,360 | (1) | | | | 3,181 | | | | $ | 144.330 | | | | | 2/5/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | 13,313 | (1) | | | | 0 | | | | $ | 96.060 | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | 12,717 | (1) | | | | 0 | | | | $ | 92.090 | | | | | 2/5/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 15,170 | (1) | | | | 0 | | | | $ | 81.290 | | | | | 1/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | 22,613 | (1) | | | | 0 | | | | $ | 52.650 | | | | | 2/7/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,568 | (4) | | | $ | 390,018 | | | | | 7,136 | (11) | | | $ | 780,036 | | | | | | | | | | | | | | | | | | | | | | | | | | 2,214 | (5) | | | $ | 242,012 | | | | | 4,427 | (12) | | | $ | 483,915 | | | | | | | | | | | | | | | | | | | | | | | | | | 2,297 | (6) | | | $ | 251,085 | | | | | 4,594 | (13) | | | $ | 502,170 | | Tajinder S. Vohra | | | | 0 | (1) | | | | 6,333 | | | | $ | 133.200 | | | | | 2/16/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,489 | (1) | | | | 2,978 | | | | $ | 184.605 | | | | | 2/4/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,592 | (1) | | | | 1,796 | | | | $ | 144.330 | | | | | 2/5/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | 7,231 | (1) | | | | 0 | | | | $ | 96.060 | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | 5,756 | (1) | | | | 0 | | | | $ | 92.090 | | | | | 2/5/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 5,492 | (1) | | | | 0 | | | | $ | 81.290 | | | | | 1/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | 7,918 | (1) | | | | 0 | | | | $ | 54.565 | | | | | 2/28/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,201 | (4) | | | $ | 240,591 | | | | | 4,402 | (11) | | | $ | 481,183 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,257 | (5) | | | $ | 137,403 | | | | | 2,514 | (12) | | | $ | 274,805 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,297 | (6) | | | $ | 141,775 | | | | | 2,594 | (13) | | | $ | 283,550 | | Miriame Victor | | | | 0 | (1) | | | | 6,133 | | | | $ | 133.200 | | | | | 2/16/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,166 | (1) | | | | 2,334 | | | | $ | 184.605 | | | | | 2/4/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | 2,434 | (1) | | | | 1,218 | | | | $ | 144.330 | | | | | 2/5/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,962 | (1) | | | | 0 | | | | $ | 82.720 | | | | | 3/6/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,862 | (1) | | | | 0 | | | | $ | 95.740 | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,132 | (4) | | | $ | 233,049 | | | | | 4,263 | (11) | | | $ | 465,989 | | | | | | | | | | | | | | | | | | | | | | | | | | 985 | (5) | | | $ | 107,670 | | | | | 1,970 | (12) | | | $ | 215,341 | | | | | | | | | | | | | | | | | | | | | | | | | | 879 | (6) | | | $ | 96,083 | | | | | 1,758 | (13) | | | $ | 192,167 | |
NOTES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | | | | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(13) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)(13) | Prahlad R. Singh | | | | 0 | (1) | | | | 47,580 | | | | $ | 96.060 | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | 8,508 | (1) | | | | 17,017 | | | | $ | 92.090 | | | | | 2/5/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 12,243 | (1) | | | | 6,122 | | | | $ | 81.290 | | | | | 1/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | 15,443 | (1) | | | | 0 | | | | $ | 52.650 | | | | | 2/7/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | 15,559 | (2) | | | | 0 | | | | $ | 52.650 | | | | | 2/7/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | 14,187 | (1) | | | | 0 | | | | $ | 48.975 | | | | | 3/4/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | 10,636 | (1) | | | | 0 | | | | $ | 46.255 | | | | | 2/3/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,988 | (4) | | | $ | 285,278 | | | | | 43,552 | (10) | | | $ | 6,249,712 | | | | | | | | | | | | | | | | | | | | | | | | | | 10,888 | (5) | | | $ | 1,562,428 | | | | | 29,405 | (11) | | | $ | 4,219,618 | | | | | | | | | | | | | | | | | | | | | | | | | | 6,126 | (6) | | | $ | 879,081 | | | | | 8,830 | (12) | | | $ | 1,267,105 | | | | | | | | | | | | | | | | | | | | | | | | | | 4,126 | (7) | | | $ | 592,081 | | | | | | | | | | | | James M. Mock | | | | 0 | (1) | | | | 15,817 | | | | $ | 96.060 | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | 4,532 | (1) | | | | 9,066 | | | | $ | 92.090 | | | | | 2/5/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 11,358 | (3) | | | | 5,680 | | | | $ | 74.410 | | | | | 5/15/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,224 | (4) | | | $ | 175,644 | | | | | 14,478 | (10) | | | $ | 2,077,593 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,620 | (5) | | | $ | 519,470 | | | | | 15,665 | (11) | | | $ | 2,247,928 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,264 | (6) | | | $ | 468,384 | | | | | 8,560 | (12) | | | $ | 1,228,360 | | | | | | | | | | | | | | | | | | | | | | | | | | 9,030 | (8) | | | $ | 1,295,805 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,000 | (9) | | | $ | 574,000 | | | | | | | | | | | | Joel S. Goldberg | | | | 0 | (1) | | | | 13,313 | | | | $ | 96.060 | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | 4,239 | (1) | | | | 8,478 | | | | $ | 92.090 | | | | | 2/5/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 10,113 | (1) | | | | 5,057 | | | | $ | 81.290 | | | | | 1/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | 22,613 | (1) | | | | 0 | | | | $ | 52.650 | | | | | 2/7/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | 35,907 | (2) | | | | 0 | | | | $ | 41.800 | | | | | 2/9/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | 26,667 | (1) | | | | 0 | | | | $ | 46.255 | | | | | 2/3/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,136 | (4) | | | $ | 163,016 | | | | | 12,186 | (10) | | | $ | 1,748,691 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,047 | (5) | | | $ | 437,245 | | | | | 14,650 | (11) | | | $ | 2,102,275 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,052 | (6) | | | $ | 437,962 | | | | | 7,293 | (12) | | | $ | 1,046,546 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,408 | (7) | | | $ | 489,048 | | | | | | | | | | | | Daniel R. Tereau | | | | 0 | (1) | | | | 6,736 | | | | $ | 96.060 | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,716 | (1) | | | | 3,432 | | | | $ | 92.090 | | | | | 2/5/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | (1) | | | | 2,047 | | | | $ | 81.290 | | | | | 1/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | 9,450 | (1) | | | | 0 | | | | $ | 52.650 | | | | | 2/7/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | 6,696 | (2) | | | | 0 | | | | $ | 41.800 | | | | | 2/9/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,546 | (1) | | | | 0 | | | | $ | 46.255 | | | | | 2/3/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,542 | (5) | | | $ | 221,277 | | | | | 6,166 | (10) | | | $ | 884,821 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,236 | (6) | | | $ | 177,366 | | | | | 5,930 | (11) | | | $ | 850,955 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,379 | (7) | | | $ | 197,887 | | | | | 2,951 | (12) | | | $ | 423,469 | | Tajinder S. Vohra | | | | 0 | (1) | | | | 7,231 | | | | $ | 96.060 | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,918 | (1) | | | | 3,838 | | | | $ | 92.090 | | | | | 2/5/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,661 | (1) | | | | 1,831 | | | | $ | 81.290 | | | | | 1/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | 7,918 | (1) | | | | 0 | | | | $ | 54.565 | | | | | 2/28/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | 6,650 | (2) | | | | 0 | | | | $ | 48.975 | | | | | 3/4/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 618 | (4) | | | $ | 88,683 | | | | | 6,618 | (10) | | | $ | 949,683 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,655 | (5) | | | $ | 237,493 | | | | | 6,631 | (11) | | | $ | 951,549 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,381 | (6) | | | $ | 198,174 | | | | | 2,641 | (12) | | | $ | 378,984 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,234 | (7) | | | $ | 177,079 | | | | | | | | | | | |
(1) | NOTES
(1) | Vests at a rate of one-thirdVests at a rate of one-third annually on the anniversary of the date of grant over the first three years of the seven-year option term.
|
52 PerkinElmer • 2021 Proxy Statement
(2) | Vests 100% on the third anniversary of the date of grant and has a seven-year option term. The date of grant was February 7, 2017. |
(3) | Vests one-third on January 30, 2019, one-third on January 30, 2020 and one-third on January 30, 2021. The date of grant was May 15, 2018.
52 Revvity • 2024 Proxy Statement
(3) | Vests 100% on the second anniversary of the date of grant and has a seven-year option term. The date of grant was August 16, 2021. |
(4) | Time-based restricted stock grant that vests 100% on the third anniversary of the date of grant. The date of grant was February 16, 2023. |
(5) | Time-based restricted stock grant that vests 100% on the third anniversary of the date of grant. The date of grant was February 4, 2022. |
(6) | Time-based restricted stock grant that vests 100% on the third anniversary of the date of grant. The date of grant was February 5, 2021. |
(7) | Time-based restricted stock units that vests 100% on the third anniversary of the date of grant. The date of grant was February 16, 2023. |
(8) | Time-based restricted stock units that vests 100% on the third anniversary of the date of grant. The date of grant was September 15, 2022. |
(9) | Time-based restricted stock units that vests at a rate of one-third annually on February 15th. The date of grant was March 4, 2022. |
(10) | Time-based restricted stock units that vests at a rate of one-third annually on February 15th. The date of grant was March 5, 2021. |
(11) | Performance-based restricted stock unit (PRSU) grant that vests on the third anniversary of the date of grant based on the achievement of performance goals. The date of grant was February 16, 2023. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance restricted stock units reflect the target payout for this grant since the Company’s performance over the three-year performance period cannot be determined at this time. |
(12) | Performance-based restricted stock unit (PRSU) grant that vests on the third anniversary of the date of grant based on the achievement of performance goals. The date of grant was February 4, 2022. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance restricted stock units reflect the target payout for this grant since the Company’s performance over the three-year performance period cannot be determined at this time. |
(13) | Performance-based restricted stock unit (PRSU) grant that vests on the third anniversary of the date of grant based on the achievement of performance goals. The date of grant was February 5, 2021. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance restricted stock units reflect the target payout for this grant since the Company’s performance over the three-year performance period cannot be determined at this time. |
(14) | This column provides the value of unvested restricted shares and restricted stock units based on the closing price of our stock on December 29, 2023 (the last business day of our fiscal year 2023), which was $109.31. |
(4) | Time-based restricted stock unit grant that vests 100% on the first anniversary of the date of grant. The date of grant was April 6, 2020. This grant was part of PerkinElmer’s stock for salary program, which is detailed in “The Company’s response to the COVID-19 pandemic” section covering fiscal 2020 business highlights.
Revvity • 2024 Proxy Statement 53
Option Exercises and Stock Vested in Fiscal Year 2023 |
(5) | Time-based restricted stock grant that vests 100% on the third anniversary of the date of grant. The date of grant was January 30, 2020.
|
| | | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards (1) | | | | | | | Name | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(2) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(3) | | Prahlad R. Singh | | | 0 | | | $ | 0 | | | | 54,440 | | | $ | 7,543,206 | | Maxwell Krakowiak | | | 0 | | | $ | 0 | | | | 587 | | | $ | 80,063 | | Joel S. Goldberg | | | 0 | | | $ | 0 | | | | 15,233 | | | $ | 2,110,684 | | Tajinder S. Vohra | | | 0 | | | $ | 0 | | | | 8,273 | | | $ | 1,146,307 | | Miriame Victor | | | 0 | | | $ | 0 | | | | 279 | | | $ | 38,494 | |
(6) | Time-based restricted stock grant that vests 100% on the third anniversary of the date of grant. The date of grant was February 5, 2019.
NOTES |
(1) | (7) | Time-based restricted stock grant that vests 100% on the third anniversary of the date of grant. The date of grant was January 30, 2018.
|
(8) | Time-based restricted stock grant that vests at a rate of one-third annually on the anniversary of the date of grant. The date of grant was May 15, 2018.
|
(9) | Time-based restricted stock grant that vests 100% on the January 30, 2021. The date of grant was May 15, 2018.
|
(10) | Performance-based restricted stock unit (PRSU) grant that vests on the third anniversary of the date of grant based on the achievement of performance goals. The date of grant was January 30, 2020. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these PRSUs reflect the maximum award for this grant since the Company’s performance over the three-year performance period is currently projected to be in excess of target.
|
(11) | Performance-based restricted stock unit (PRSU) grant that vests on the third anniversary of the date of grant based on the achievement of performance goals. The date of grant was February 5, 2019. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these PRSUs reflect the maximum award for this grant since the Company’s performance over the three-year performance period is currently projected to be in excess of target.
|
(12) | Performance-based restricted stock unit (PRSU) grant that vested on January 30, 2021, based on achievement against three-year performance goals, in the following amounts: 8,830 shares for Dr. Singh, 8,560 shares for Mr. Mock, 7,293 shares for Mr. Goldberg, 2,951 shares for Mr. Tereau, and 2,641 shares for Mr. Vohra. The date of grant for Dr. Singh and Messrs. Goldberg, Tereau and Vohra was January 30, 2018, and the date of grant for Mr. Mock was May 15, 2018.
|
(13) | This column provides the value of unvested restricted shares and restricted stock units based on the closing price of our stock on December 31, 2020 (the last business day of our fiscal year 2020), which was $143.50.Reflects restricted shares and restricted stock units which vested in fiscal year 2023. On January 30, 2023, restricted stock granted to Dr. Singh and Messrs. Goldberg and Vohra on January 30, 2020 under the 2019 LTIP vested. The shares vested 100% three years following the date of grant in the following amounts: Dr. Singh: 10,888; Mr. Goldberg: 3,047 and Mr. Vohra: 1,655. On January 30, 2023, performance-based restricted stock units granted to Dr. Singh and Messrs. Goldberg and Vohra on January 30, 2020 under the 2019 LTIP vested. The shares vested 100% three years following the date of grant in the following amounts: Dr. Singh: 43,552; Mr. Goldberg: 12,186; Mr. Vohra: 6,618. 4,942. On February 15, 2023, 286 restricted stock units granted to Mr. Krakowiak on March 6, 2020 vested. On February 15, 2023, 99 restricted stock units granted to Mr. Krakowiak on March 5, 2021 vested. On February 15, 2023, 142 restricted stock units granted to Mr. Krakowiak on March 4, 2022 vested. On February 15, 2023, 279 restricted stock units granted to Ms. Victor on March 6, 2020 vested. These shares vested in equal thirds over three years on the 15th of February. On March 16, 2023, 60 restricted stock units granted to Mr. Krakowiak on March 16, 2020 vested. These shares vested in equal thirds over three years on the anniversary of the grant date.
|
(2) | PerkinElmer • 2021 Proxy Statement 53Based on the fair market value of the shares acquired, determined on the date of exercise, less the aggregate option exercise price.
Option Exercises and Stock Vested in Fiscal Year 2020
|
| | | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards (1) | | | | | | | Name | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(2) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(3) | | Prahlad R. Singh | | | — | | | | — | | | | 13,804 | | | $ | 1,319,662 | | James M. Mock | | | — | | | | — | | | | 9,030 | | | $ | 830,489 | | Joel S. Goldberg | | | 23,387 | | | $ | 1,749,970 | | | | 14,652 | | | $ | 1,400,731 | | Daniel R. Tereau | | | 7,336 | | | $ | 434,621 | | | | 6,124 | | | $ | 585,454 | | Tajinder S. Vohra | | | — | | | | — | | | | 5,183 | | | $ | 495,425 | |
(3) | NOTES
(1) | Reflects restrictedBased on the fair market value of the shares and restricted stock units which vested in fiscal year 2020. On February 7, 2020, restricted stock granted to Dr. Singh and Messrs. Goldberg and Tereau on February 7, 2017 under the 2017 LTIP vested. The shares vested 100% three years following the date of grant in the following amounts: Dr. Singh: two separate grants totaling 7,177; Mr. Goldberg: 4,950; and Mr. Tereau: 2,069. On February 7, 2020, performance-based restricted stock units granted to Dr. Singh and Messrs. Goldberg and Tereau on February 7, 2017, and Mr. Vohra on February 28, 2017, under the 2017 LTIP vested. The shares vested 100% three years following the date of grant in the following amounts: Dr. Singh: 6,627; Mr. Goldberg: 9,702; Mr. Tereau: 4,055; and Mr. Vohra; 3,432. On February 18, 2020, 1,751 restricted shares granted to Mr. Vohra on February 28, 2017 vested. This vesting was in line with the three year cliff vesting schedule set forth in the grant agreement. On May 15, 2020, 9,030 restricted shares granted to Mr. Mock on May 15, 2018 vested; this grant is subject to three-year annual vesting.
|
(2) | Based on the fair market value of the shares acquired, determined on the date of exercise, less the aggregate option exercise price.
54 Revvity • 2024 Proxy Statement
2023 Non-Qualified Deferred Compensation The following table presents 2023 Non-Qualified Deferred Compensation Plan contribution, withdrawal, and balance information for our named executive officers: |
(3) | Based on the fair market value of the shares on the date of vesting.
|
54 PerkinElmer • 2021 Proxy Statement
2020 Non-Qualified Deferred Compensation
The following table presents 2020 Non-Qualified Deferred Compensation Plan contribution, withdrawal, and balance information for our named executive officers:
| | Name | | Executive Contributions in Last Fiscal Year ($)(1) | | Registrant Contributions in Last Fiscal Year ($)(2) | | | Aggregate Earnings in Last Fiscal Year ($) | | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last Fiscal Year End ($)(3) | | Name | | | Executive Contributions in Last Fiscal Year ($)(1) | | Registrant Contributions in Last Fiscal Year ($)(2) | | | Aggregate Earnings in Last Fiscal Year ($) | | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last Fiscal Year End ($)(3) | | Joel S. Goldberg | | — | | $ | 11,157 | | | $ | 49,176 | | | — | | $ | 200,222 | | | — | | $ | 10,875 | | | $ | 55,534 | | | — | | $ | 262,907 | |
NOTES (1) | The deferred compensation plan no longer allows participant deferral elections. None of our named executive officers made contributions to the plan in 2020. Dr. Singh and Messrs. Mock, Tereau and Vohra do not have account balances in this plan. |
(2) | The amounts in this column represent 401(k) Excess contributions under our deferred compensation plan. These amounts are also reported under “All Other Compensation” in the Summary Compensation Table of this proxy statement.
|
(3) | The amounts in this column include the amounts reported under “Registrant Contributions in Last Fiscal Year”, which are also reported under “All Other Compensation” in the Summary Compensation Table of this proxy statement. Amounts in this column do not include above-market or preferential earnings.
|
Non-Qualified Deferred Compensation Plan
PerkinElmer established the PerkinElmer, Inc. Deferred Compensation Plan, amended and restated in 2008, to provide our non-employee directors and a select group of management and highly compensated employees, including named executive officers, the opportunity to defer receipt of certain compensation in order to build savings. This plan is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), and as such, is subject to the claims of general creditors in the event of PerkinElmer’s insolvency.
In December 2010, due to low participation and high administrative costs, the committee amended the plan to cease participant deferral elections for the named executive officers. None of our named executive officers made contributions to the plan years beginning January 1, 2011 or later. in 2023. Dr. Singh, Messrs. Krakowiak and Vohra and Ms. Victor do not have account balances in this plan.
|
(2) | The plan remains active for the administration and management of prior deferrals and current account balances. Company contributions ofamounts in this column represent 401(k) Excess benefits will continue to be made to this plan for eligible participants. More information about 401(k) Excess benefits is providedcontributions under “Benefits—Qualified 401(k) Plan and 401(k) Excess Benefit”our deferred compensation plan. These amounts are also reported under “All Other Compensation” in the Summary Compensation Discussion and Analysis sectionTable of this proxy statement. |
(3) | Prior toThe amounts in this column include the cessation of deferral elections, eligible participants could elect to defer up to 50% of base salary and up to 100% of annual incentive bonus payments. Executives eligible for awardsamounts reported under our LTIP could“Registrant Contributions in Last Fiscal Year”, which are also elect to defer up to 100% of performance cash unit payments. Non-employee directors could elect to defer up to 100% of their cash retainer and up to 100% of their annual stock grant. Until April 1, 2008 when the provision was eliminated, eligible participants could also defer up to 100% of restricted stock grants.
An account is maintained for each participant reflecting deferrals, any 401(k) Excess company contributions, and increases or decreases in account value based on investment performance. The plan offers a selection of notional fund investments similar to those availablereported under the PerkinElmer, Inc. 401(k) Savings Plan, including PerkinElmer common stock. The participant directs the investment of their cash deferrals. Deferrals of PerkinElmer stock awards and any cash deferrals invested in PerkinElmer stock must remain“All Other Compensation” in the formSummary Compensation Table of PerkinElmer stock while in the plan. Participants may change their mutual fund investment options or transfer cash deferrals among the mutual funds at any time. Any earnings in this plan are market-based, and earnings are not guaranteed. Interest rates and earnings depend on investment choices directed by the participant.
PerkinElmer • 2021 Proxy Statement 55
Eligible participants have made deferral elections, distribution elections, and any changes to distribution elections in accordance with limitations set forth in the plan and tax rules applicable to non-qualified deferred compensation. Distributions are made in a lump sum at retirement unless the participant chooses one of the following distribution elections: (a) lump sum in a future year at least one year later than the year of deferral, (b) a specified number of annual installments to begin at least one year later than the year of deferral, or (c) a specified number of annual installments to begin at retirement. The participant may also elect to receive a lump sum distribution in the event of a change in control, as described in the plan. Participants who terminate employment for reasons other than retirement receive a lump sum distribution after termination. While elections to receive distributions following a change in control and termination are allowed by the plan, these distributions do not represent accelerated vesting or change the form or amount of benefit, therefore these distributions are not reflected in the “Potential Payments upon Termination or Change in Control” tables presented in this proxy statement. Amounts in this column do not include above-market or preferential earnings.
|
Non-Qualified Deferred Compensation Plan Revvity established the Revvity, Inc. Deferred Compensation Plan, amended and restated in 2008, to provide our non-employee directors and a select group of management and highly compensated employees, including named executive officers, the opportunity to defer receipt of certain compensation in order to build savings. This plan is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, and as such, is subject to the claims of general creditors in the event of Revvity’s insolvency. In December 2010, due to low participation and high administrative costs, the committee amended the plan to cease participant deferral elections for plan years beginning January 1, 2011 or later. The plan remains active for the administration and management of prior deferrals and current account balances, and in 2022 was also amended to provide for the merger of the BioLegend deferred compensation plan into the plan and include participation for legacy BioLegend employees. Company contributions of 401(k) Excess benefits will continue to be made to this plan for eligible participants. More information about 401(k) Excess benefits is provided under “Benefits—Qualified 401(k) Plan and 401(k) Excess Benefit” in the Compensation Discussion and Analysis section of this proxy statement. Prior to the cessation of deferral elections, non-employee directors could elect to defer up to 100% of their cash retainer and up to 100% of their annual stock grant. Until April 1, 2008 when the provision was eliminated, eligible participants could also defer up to 100% of restricted stock grants. An account is maintained for each participant reflecting deferrals, any 401(k) Excess company contributions, and increases or decreases in account value based on investment performance. The plan offers a selection of notional fund investments similar to those available under the Revvity, Inc. 401(k) Savings Plan, including Revvity common stock. The participant directs the investment of their cash deferrals. Deferrals of Revvity stock awards and any cash deferrals invested in Revvity stock must remain in the form of Revvity stock while in the plan. Participants may change their mutual fund investment options or transfer cash deferrals among the mutual funds at any time. Any earnings in this plan are market-based, and earnings are not guaranteed. Interest rates and earnings depend on investment choices directed by the participant. Revvity • 2024 Proxy Statement 55
Eligible participants have made deferral elections, distribution elections, and any changes to distribution elections in accordance with limitations set forth in the plan and tax rules applicable to non-qualified deferred compensation. Distributions are made in a lump sum at retirement unless the participant chooses one of the following distribution elections: (a) lump sum in a future year at least one year later than the year of deferral, (b) a specified number of annual installments to begin at least one year later than the year of deferral, or (c) a specified number of annual installments to begin at retirement. The participant may also elect to receive a lump sum distribution in the event of a change in control, as described in the plan. Participants who terminate employment for reasons other than retirement receive a lump sum distribution after termination. While elections to receive distributions following a change in control and termination are allowed by the plan, these distributions do not represent accelerated vesting or change the form or amount of benefit, therefore these distributions are not reflected in the “Potential Payments upon Termination or Change in Control” tables presented in this proxy statement. In the case of severe and unforeseen financial emergency, and subject to approval by our compensation and benefits committee of the board of directors, the participant may make an emergency withdrawal limited to the amount necessary to meet the emergency need. In December 2008, the Plan was amended to bring it into documentary compliance with Section 409A. The Plan has operated in compliance with Section 409A since January 1, 2009. Potential Payments upon Termination or Change in Control Under the employment agreements and equity award agreements we have with our named executive officers, each is entitled to certain compensation in the event of a change in control of Revvity or the termination of their employment. Different terms apply if the termination occurs after a change in control of Revvity (as defined in the agreements and as described below). The tables that follow reflect the amount of compensation due to our named executive officers in these different situations. The amounts shown assume that such termination or change in control event was effective as of December 31, 2023 and are only estimates of the amounts payable. The actual amounts to be paid out in any of the situations listed below can only be determined at the time of such executive’s separation from Revvity. Change in Control Dr. Singh and Messrs. Krakowiak, Goldberg, and Vohra and Ms. Victor are entitled to certain compensation if there is a change in control of Revvity. “Change in control” as defined in the agreements includes in general terms: a merger, consolidation or reorganization or sale of substantially all of the assets of Revvity, unless immediately after the transaction (a) all of the shareholders before the transaction hold at least 50% of the shares and combined voting power of the resulting entity and (b) no person or entity owns 20% or more of the outstanding shares entitled to vote of the new entity (except to the extent such ownership existed before the transaction); an acquisition of shares of our common stock that results in a person or entity owning 20% or more of our outstanding common stock or combined voting power (excluding acquisitions by us and other limited exceptions); the election of a majority of directors not nominated or elected by our board; and the approval of our stockholders of a complete liquidation or dissolution of Revvity. The employment and award agreements of Dr. Singh and Messrs. Krakowiak, Goldberg and Vohra and Ms. Victor provide for the following in the event of a change in control of Revvity: continued employment of the executive in a management position for three years from the date of the change in control without (with limited exceptions) decreasing the executive’s 56 Revvity • 2024 Proxy Statement
| salary and benefits committeefor that period, and the agreement of the board of directors, the participant may make an emergency withdrawal limitedexecutive not to the amount necessary to meet the emergency need. In December 2008, the Plan was amended to bring it into documentary compliance with Section 409A. The Plan has operated in compliance with Section 409A since January 1, 2009.
Potential Payments upon Termination or Change in Control
Under the employment agreements and equity award agreements we have with our named executive officers, each is entitled to certain compensation in the event of a change in control of PerkinElmer or the termination of their employment. Different terms apply if the termination occurs after a change in control of PerkinElmerresign, except for good reason (as defined in their agreement), during the agreements and described briefly below). The tables that follow reflect the amount of compensation due to our named executive officers in these different situations. The amounts shown assume that such termination or change in control event was effective as of January 3, 2021 and are only estimates of the amounts payable. The actual amounts to be paid out in any of the situations listed below can only be determined at the time of such executive’s separation from PerkinElmer.
Change in Control
Dr. Singh and Messrs. Mock, Goldberg, Tereau and Vohra are entitled to certain compensation if there is a change in control of PerkinElmer. “Change in control” as defined in the agreements includes in general terms:
a merger, consolidation or reorganization or sale of substantially all of the assets of PerkinElmer, unless immediately after the transaction (a) all of the shareholders before the transaction hold at least 50% of the shares and combined voting power of the resulting entity and (b) no person or entity owns 20% or more of the outstanding shares entitled to vote of the new entity (except to the extent such ownership existed before the transaction);
an acquisition of shares of our common stock that results in a person or entity owning 20% or more of our outstanding common stock or combined voting power (excluding acquisitions by us and other limited exceptions);
the election of a majority of directors not nominated or elected by our board; and
the approval of our stockholders of a complete liquidation or dissolution of PerkinElmer.
The employment and award agreements of Dr. Singh and Messrs. Mock, Goldberg, Tereau and Vohra provide for theyear following in the event of a change in control of PerkinElmer:
continued employment of the executive in a management position for three years from the date of the change in control without (with limited exceptions) decreasing the executive’s
56 PerkinElmer • 2021 Proxy Statement
| salarycontrol; and benefits for that period, and the agreement of the executive not to resign, except for good reason (as defined in their agreement), during the year following the change in control;
|
payment of any outstanding performance cash units at target; and
| • | | extension of the exercise period for all vested option awards until the later of (a) the third anniversary of the change in control or (b) the one-year anniversary of the termination of their employment (but not in any event beyond the original term of the option). Mr. Goldberg’s employment agreement, which was executed before we changed our practice in 2010, also provides for the full vesting of all outstanding restricted stock, option awards, or similar equity awards in the event of a change in control.
Following an evaluation of market practices, the committee determined on February 25, 2010 that future employment agreements issued to newly promoted or newly hired officers will provide 100% equity vesting in association with a change in control only if the officer’s employment is terminated within a specified period of time following the change in control. Consistent with this decision, the employment agreements entered into between PerkinElmer and Dr. Singh and Messrs. Mock, Tereau and Vohra provide 100% equity vesting only if their employment is terminated within a specified period of time following a change in control.
Termination after a Change in Control
|
Mr. Goldberg’s employment agreement, which was executed before we changed our practice in 2010, also provides for the full vesting of all outstanding restricted stock, option awards, or similar equity awards in the event of a change in control. Following an evaluation of market practices, the committee determined on February 25, 2010 that future employment agreements issued to newly promoted or newly hired officers will provide 100% equity vesting in association with a change in control only if the officer’s employment is terminated within a specified period of time following the change in control. Consistent with this decision, the employment agreements entered into between Revvity and Dr. Singh and Messrs. Krakowiak and Vohra and Ms. Victor provide 100% equity vesting only if their employment is terminated within a specified period of time following a change in control. Termination after a Change in Control If the executive’s employment is terminated within 36 months after a change in control other than for cause (as defined in the agreement), or by the executive for good reason (as defined in the agreement), the executive is entitled to receive: A lump sum payment on the date of termination equal to the sum of: the executive’s unpaid base salary through the date of termination; a pro rata portion of their prior year’s bonus; and | • | | the executive’s full salary (as the term is described in their agreement, meaning generally the base salary plus previous year’s bonus) multiplied by three for Dr. Singh, and multiplied by two for Messrs. Mock,Krakowiak, Goldberg, Tereau and Vohra.Vohra and Ms. Victor. Payments will be made in accordance with tax rules applicable to non-qualified deferred compensation as described in the agreements. Continued participation in all employee benefit plans and arrangements for 24 months for Mr. Goldberg following the termination of employment on the same terms as in effect immediately prior to the termination of employment. Dr. Singh is entitled to receive a lump sum payment equivalent to 24 months of Company-paid premiums for certain health and welfare plans. Messrs. Mock, Tereau and Vohra are entitled to receive 12 months of Company-paid premiums for certain health and welfare plans.
All payments listed above are determined without adjustments for excise tax that may be due under Section 280G of the Internal Revenue Code, which we refer to as Section 280G. Under his employment agreement, which was executed before we changed our practice in 2010, Mr. Goldberg is eligible to receive one or more “gross-up payments” (as defined in the agreement) from us to ensure that after we make these termination or change in control payments, the executive is in the same economic position as if the payment were not subject to an excise tax. The payments would be equal to the sum of (a) the excise tax on any “parachute payments” (as defined in Section 280G) and (b) the amount of additional tax imposed on or borne by the executive attributable to the receipt of the gross-up payment. We will pay for the expense of determining the amount of these payments.
On July 30, 2010, the committee determined that future employment agreements issued to newly promoted or newly hired officers will not include gross-up payments for excise taxes due under Section 280G. Consistent with that decision, the employment agreements entered into between
PerkinElmer • 2021 Proxy Statement 57
PerkinElmer and Dr. Singh and Messrs. Mock, Tereau
|
Continued participation in all employee benefit plans and arrangements for 24 months for Mr. Goldberg following the termination of employment on the same terms as in effect immediately prior to the termination of employment. Dr. Singh is entitled to receive a lump sum payment equivalent to 24 months of Company-paid premiums for certain health and welfare plans. Messrs. Krakowiak and Vohra and Ms. Victor are entitled to receive 12 months of Company-paid premiums for certain health and welfare plans. All payments listed above are determined without adjustments for excise tax that may be due under Section 280G of the Internal Revenue Code, which we refer to as Section 280G. Under his employment agreement, which was executed before we changed our practice in 2010, Mr. Goldberg is eligible to receive one or more “gross-up payments” (as defined in the agreement) from us to ensure that after we make these termination or change in control payments, the executive is in the same economic position as if the payment were not subject to an excise tax. The payments would be equal to the sum of (a) the excise tax on any “parachute payments” (as defined in Section 280G) and (b) the amount of additional tax imposed on or borne by the executive attributable to the receipt of the gross-up payment. We will pay for the expense of determining the amount of these payments. On July 30, 2010, the committee determined that future employment agreements issued to newly promoted or newly hired officers will not include gross-up payments for excise taxes due under Section 280G. Consistent with that decision, the employment agreements entered into between Revvity • 2024 Proxy Statement 57
Revvity and Dr. Singh and Messrs. Krakowiak and Vohra and Ms. Victor do not provide payment of excise tax on any “parachute payments” (as defined in Section 280G). Our agreements with Dr. Singh and Messrs. Krakowiak and Vohra and Ms. Victor include a “best of” approach whereby the officer would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payments reduced to the safe harbor threshold. Termination without Cause If we terminate the employment of Dr. Singh without cause (as defined in his employment agreement) other than after a change in control, he is entitled to receive the compensation listed below for two years after the termination date. If we terminate the employment of any of Messrs. Krakowiak, Goldberg and Vohra and Ms. Victor without cause (as defined in these employment agreements) other than after a change in control, the executive is entitled to receive the compensation listed below, for one year after the termination date: full salary (as the term is described in the individual’s agreement, meaning generally base salary and an amount equal to the individual’s previous year’s bonus); Mr. Goldberg is entitled to continued participation in all employee benefit plans and arrangements on the same terms as in effect immediately prior to the termination of employment; Dr. Singh is entitled to receive a lump sum payment equivalent to 24 months of company-paid premiums for certain health and welfare plans; and Messrs. Krakowiak and Vohra and Ms. Victor are entitled to receive a lump sum payment equivalent to 12 months of company-paid premiums for certain health and welfare plans; and Our agreements with our named executive officers provide that each execute a severance agreement and release before we begin severance payments. Any severance benefits paid pursuant to the signing of a release agreement would commence payment on the 60th day following termination of employment. Disability If any of Dr. Singh and Messrs. Krakowiak, Goldberg and Vohra or Ms. Victor is determined to be “disabled” (as defined in their employment agreement) for 180 continuous days, our board of directors may terminate their employment twelve months after providing written notice. In this situation, the executive is entitled to the following: During the first 180 days of continuous disability, payments equal to the difference between the executive’s salary and our short-term disability income plan; During the twelve months after 180 days of continuous disability, payments equal to the difference between the executive’s salary and payments under our long-term disability plan. The executive’s employment will terminate and payments (other than those to which the executive may be entitled to receive under the long-term disability plan) will cease twelve months following the written notice of termination. In accordance with the terms of our stock option, restricted stock and PRSU agreements, 100% of the executive’s stock options, restricted stock and PRSUs will vest upon death or termination due to total disability. The executive, or their estate, will have until the earlier of the option expiration date, or one year following the date of termination, to exercise the options. If any of Dr. Singh and Messrs. Krakowiak, Goldberg and Vohra or Ms. Victor is (1) terminated for cause (as defined in their employment agreement), (2) submits a resignation that we accept or (3) dies, Revvity will pay their full salary through the date of termination, after which obligations for payment cease. 58 Revvity • 2024 Proxy Statement
Other Programs Non-Qualified Deferred Compensation Plan While elections to receive distributions following a change in control and termination are allowed by our Non-Qualified Deferred Compensation Plan, these distributions do not represent accelerated vesting or change the form or amount of benefit, and therefore, these potential distributions are not reflected in the “Potential Payments upon Termination or Change in Control” tables presented below. The following table shows the potential payments upon termination or a change of control of Revvity, Inc. as of December 31, 2023, the last day of the 2023 fiscal year, for Prahlad R. Singh, our President and Chief Executive Officer. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Benefits and Payments | | Termination by Company for Cause / Termination by Executive Voluntarily | | | Termination by Company without Cause | | | Retirement | | | Disability | | | Death | | | Change in Control (without Termination) | | | Upon Change in Control, Termination by Company without Cause / Termination by Executive for Good Reason | | | | | Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base salary | | $ | — | | | $ | 2,200,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 3,300,000 | | | | | | Bonus | | $ | — | | | $ | 4,305,526 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,458,289 | | | | | | Pro rata Bonus | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,152,763 | | | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Health & Welfare and Perquisite Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Active Health & Welfare Lump Sum Benefit | | $ | — | | | $ | 58,650 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 87,975 | | | | | | Perquisite Benefit Lump Sum Benefit | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | | Disability Benefits | | $ | — | | | $ | — | | | $ | — | | | | (1)(2) | | | $ | — | | | $ | — | | | $ | — | | | | | | Restricted Stock and Option Awards (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting of Restricted Stock Awards | | $ | — | | | $ | — | | | | (4) | | | $ | 3,696,646 | | | $ | 3,696,646 | | | $ | — | | | $ | 3,696,646 | | | | | | Accelerated Vesting of Options (5) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | | Accelerated Vesting of Performance Restricted Stock Units | | $ | — | | | $ | — | | | | (4) | | | $ | 7,393,291 | | | $ | 7,393,291 | | | $ | — | | | $ | 7,393,291 | | | | | | Total to Executive | | $ | — | | | $ | 6,564,176 | | | $ | — | | | $ | 11,089,937 | | | $ | 11,089,937 | | | $ | — | | | $ | 23,088,964 | | | | | | | | | | | | | | | Excise Tax & Gross-up Payments (6) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | |
Notes: (1) | As provided in Dr. Singh’s employment agreement, during the first 180 days of continuous disability, the Company will make periodic payments to Dr. Singh equal to the difference between his base salary and the benefits provided by the Company’s Short Term Disability Income Plan, or STD Plan. The STD Plan provides for 66 2/3% of weekly gross salary, up to a maximum of $2,500 per week. |
(2) | As provided in Dr. Singh’s employment agreement, during the twelve-month notice period following the first 180 days of continuous disability, the Company will make periodic payments to Dr. Singh equal to the difference between his base salary and the benefits provided by the Company’s Long Term Disability Income Plan, or LTD Plan. The LTD Plan provides for 60% of monthly gross salary, up to a maximum of $15,000 per month. |
(3) | As provided in Dr. Singh’s employment agreement, upon a change in control and termination without Cause or for Good Reason as defined in the agreement, within 36 months after the change in control, all outstanding option awards will fully vest and remain exercisable through the period ending on the earlier of (a) the later of (i) the third anniversary of the change in |
Revvity • 2024 Proxy Statement 59
| control date or (ii) the first anniversary of Dr. Singh’s termination date or (b) the expiration date of the original term of the option award. Based on the reasonable assumption that all options would be cashed out upon change in control, the Company believes that this provision which extends the option term would not have value in the event of a change in control. This is based on our assumption that in a change in control scenario, a Revvity, Inc. stock option would cease to exist after the change in control event, because Revvity, Inc. common stock would be unlikely to exist after the event. Instead, the most likely scenario is that the vested options would be exercised, and in exchange for his shares, the executive would receive whatever form of compensation is provided to all Revvity, Inc. shareholders under the terms of the deal (“cash out”). |
(4) | The 2021, 2022 and 2023 restricted stock and performance restricted stock unit grant agreements entered into between Revvity, Inc. and Dr. Singh provide that in the event that Dr. Singh retires (after having attained age 55 and completed 10 years of continuous service with Revvity, Inc. and upon the compensation and benefits committee of the Board determining that his retirement constitutes a qualified retirement), on or before the date in which Dr. Singh would have become fully vested in his awards, Dr. Singh’s unvested restricted stock and performance restricted units will vest upon such retirement, with the percentage of shares or units vesting to equal 2.78% times the completed months of employment during the period beginning on the grant date of the applicable award and ending on the date of Dr. Singh’s retirement. Based on Dr. Singh’s age and tenure, he would not have been eligible for this benefit upon a retirement on December 31, 2023. |
(5) | As of December 31, 2023, the 78,008 outstanding unvested stock options held by Dr. Singh have exercise prices above current market value and therefore no values are shown for accelerated vesting of options in the case of death, disability or upon change in control and termination by Company without cause / termination by executive for good reason. |
(6) | The employment agreement entered into between Revvity, Inc. and Dr. Singh does not provide payment of excise tax or associated gross-up on any “parachute payments” (as defined in Section 280G). Our agreements with Dr. Singh and Messrs. Mock, Tereau and Vohra includeSingh’s employment agreement includes a “best of” approach whereby the officerhe would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payments reduced to the safe harbor threshold. Termination without Cause
If we terminate the employment of Dr. Singh without cause (as defined The values shown in his employment agreement) other than after a changethis table do not reflect any reduction in control, he is entitled to receive the compensation listed below for two years after the termination date. If we terminate the employment of any of Messrs. Mock, Goldberg, Tereau and Vohra without cause (as defined in these employment agreements) other than after a change in control, the executive is entitled to receive the compensation listed below, for one year after the termination date:payments.
|
60 Revvity • 2024 Proxy Statement
The following table shows the potential payments upon termination or a change of control of Revvity, Inc. as of December 31, 2023, the last day of the 2023 fiscal year, for Maxwell Krakowiak, our Senior Vice President and Chief Financial Officer. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Benefits and Payments | | Termination by Company for Cause / Termination by Executive Voluntarily | | | Termination by Company without Cause | | | Retirement | | | Disability | | | Death | | | Change in Control (without Termination) | | | Upon Change in Control, Termination by Company without Cause / Termination by Executive for Good Reason | | Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base salary | | $ | — | | | $ | 500,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,000,000 | | Bonus | | $ | — | | | $ | 360,065 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 720,130 | | Pro rata Bonus | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 360,065 | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Health & Welfare and Perquisite Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Active Health & Welfare Lump Sum Benefit | | $ | — | | | $ | 5,685 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 11,370 | | Perquisite Benefit Lump Sum Benefit | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Disability Benefits | | $ | — | | | $ | — | | | $ | — | | | | (1)(2) | | | $ | — | | | $ | — | | | $ | — | | Restricted Stock and Option Awards (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting of Restricted Stock Awards | | $ | — | | | $ | — | | | | (4) | | | $ | 782,988 | | | $ | 782,988 | | | $ | — | | | $ | 782,988 | | Accelerated Vesting of Options (5) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Accelerated Vesting of Performance Restricted Stock Units | | $ | — | | | $ | — | | | | (4) | | | $ | 658,483 | | | $ | 658,483 | | | $ | — | | | $ | 658,483 | | Total to Executive | | $ | — | | | $ | 865,750 | | | $ | — | | | $ | 1,441,471 | | | $ | 1,441,471 | | | $ | — | | | $ | 3,533,036 | | | | | | | | | | Excise Tax & Gross-up Payments (6) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Notes: (1) | full salary (as the term is describedAs provided in the individual’sMr. Krakowiak’s employment agreement, meaning generally base salary and an amount equal to the individual’s previous year’s bonus);
Mr. Goldberg is entitled to continued participation in all employee benefit plans and arrangements on the same terms as in effect immediately prior to the termination of employment; Dr. Singh is entitled to receive a lump sum payment equivalent to 24 months of company-paid premiums for certain health and welfare plans; and Messrs. Mock, Tereau and Vohra are entitled to receive a lump sum payment equivalent to 12 months of company-paid premiums for certain health and welfare plans; and
Mr. Mock is also entitled to full vesting of any remaining unvested portion of the grant of restricted shares made to him in association with his hire, to compensate him for incentive opportunities he forfeited upon leaving his prior employer (“Special Hire Grant”). This vesting entitlement does not apply to any other equity granted to Mr. Mock, including grants under our LTIP.
Our agreements with our named executive officers provide that each execute a severance agreement and release before we begin severance payments. Any severance benefits paid pursuant to the signing of a release agreement would commence payment on the 60th day following termination of employment.
Disability
If any of Dr. Singh and Messrs. Mock, Goldberg, Tereau or Vohra is determined to be “disabled” (as defined in their employment agreement) for 180 continuous days, our board of directors may terminate their employment twelve months after providing written notice. In this situation, the executive is entitled to the following:
Duringduring the first 180 days of continuous disability, the Company will make monthly payments to Mr. Krakowiak equal to the difference between the executive’shis base salary and our short-term disability income plan;
During the twelve months after 180 days of continuous disability, payments equal tobenefits provided by the difference between the executive’s salary and payments under our long-term disability plan.
The executive’s employment will terminate and payments (other than those to which the executive may be entitled to receive under the long-term disability plan) will cease twelve months following the written notice of termination. In accordance with the terms of our stock option, restricted stock and PRSU agreements, 100% of the executive’s stock options, restricted stock and PRSUs will vest upon death or termination due to total disability. The executive, or their estate, will have until the earlier of the option expiration date, or one year following the date of termination, to exercise the options.
58 PerkinElmer • 2021 Proxy Statement
If any of Dr. Singh and Messrs. Mock, Goldberg, Tereau or Vohra is (1) terminated for cause (as defined in their employment agreement), (2) submits a resignation that we accept or (3) dies, PerkinElmer will pay their full salary through the date of termination, after which obligations for payment cease.
Other Programs
Performance Cash Unit Program
Our performance cash unit program under the 2018 LTIP provides that if a participant’s employment is terminated for any reason other than death or disability prior to the payment of the award, the participant is not entitled to receive the award. If a participant dies or becomes disabled, the award will vest at the target amount and the payment will be prorated to reflect the portion of time that the participant was employed during the performance period. Upon a change in control, the performance cash unit award will vest at the target amount and will be paid to the participant.
Non-Qualified Deferred Compensation Plan
While elections to receive distributions following a change in control and termination are allowed by our Non-Qualified Deferred Compensation Plan, these distributions do not represent accelerated vesting or change the form or amount of benefit, and therefore, these potential distributions are not reflected in the “Potential Payments upon Termination or Change in Control” tables presented below.
PerkinElmer • 2021 Proxy Statement 59
The following table shows the potential payments upon termination or a change of control of PerkinElmer as of January 3, 2021 the last day of our 2020 fiscal year, for Prahlad R. Singh, who served as our President and Chief Executive Officer during fiscal 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Benefits and Payments | | Termination by Company for Cause / Termination by Executive Voluntarily | | Termination by Company without Cause | | Disability | | Death | | Change in Control (without Termination) | | Upon Change in Control, Termination by Company without Cause / Termination by Executive for Good Reason | | | Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base salary | | | $ | — | | | | $ | 1,750,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 2,625,000 | | | | | | | Bonus | | | $ | — | | | | $ | 1,097,500 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 1,646,250 | | | | | | | Prorata Bonus | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 548,750 | | | | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Health & Welfare and Perquisite Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Active Health & Welfare Lump Sum Benefit | | | $ | — | | | | $ | 52,008 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 78,012 | | | | | | | Perquisite Benefit Lump Sum Benefit | | | $ | — | | | | $ | 25,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 25,000 | | | | | | | Disability Benefits | | | $ | — | | | | $ | — | | | | | (1)(2) | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | | Restricted Stock and Option Awards (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting of Restricted Stock Awards | | | $ | — | | | | $ | — | | | | $ | 3,033,590 | | | | $ | 3,033,590 | | | | $ | — | | | | $ | 3,033,590 | | | | | | | Accelerated Vesting of Options | | | $ | — | | | | $ | — | | | | $ | 3,512,889 | | | | $ | 3,512,889 | | | | $ | — | | | | $ | 3,512,889 | | | | | | | Accelerated Vesting of Performance Restricted Stock Units | | | $ | — | | | | $ | — | | | | $ | 5,475,099 | | | | $ | 5,475,099 | | | | $ | — | | | | $ | 5,475,099 | | | | | | | Accelerated Vesting of FY20 Salary Deferral Time Based Restricted Stock Units | | | $ | — | | | | $ | — | | | | $ | 285,278 | | | | $ | 285,278 | | | | $ | — | | | | $ | 285,278 | | | | | | | Performance Unit Program of LTIP | | | $ | — | | | | $ | — | | | | $ | 592,081 | | | | $ | 592,081 | | | | $ | 592,081 | | | | $ | 592,081 | | | | | | | Total to Executive | | | $ | — | | | | $ | 2,924,508 | | | | $ | 12,898,937 | | | | $ | 12,898,937 | | | | $ | 592,081 | | | | $ | 17,821,949 | | | | | | | | | | | | | | | Excise Tax & Gross-up Payments (4) | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | |
Notes:
(1) | As provided in Dr. Singh’s employment agreement, during the first 180 days of continuous disability, the Company will make periodic payments to Dr. Singh equal to the difference between his base salary and the benefits provided by the Company’s short-term disability income Plan (STD Plan).STD Plan. The STD Plan provides for 66 2/3% of weekly gross salary, up to a maximum of $2,500 per week.
|
(2) | As provided in Dr. Singh’s employment agreement, during the twelve-month notice period following the first 180 days of continuous disability, the Company will make periodic payments to Dr. Singh equal to the difference between his base salary and the benefits provided by the Company’s long-term disability income plan (LTD Plan).
(2) | As provided in Mr. Krakowiak’s employment agreement, during the twelve-month notice period following the first 180 days of continuous disability, the Company will make monthly payments to Mr. Krakowiak equal to the difference between his base salary and the benefits provided by the LTD Plan. The LTD Plan provides for 60% of monthly gross salary, up to a maximum of $15,000 per month. |
(3) | As provided in Mr. Krakowiak’s employment agreement, upon a change in control and termination without Cause or for Good Reason as defined in the agreement, within 36 months after the change in control, all outstanding restricted stock or option awards will fully vest and remain exercisable through the period ending on the earlier of (a) the later of (i) the third anniversary of the change in control date or (ii) the first anniversary of Mr. Krakowiak’s termination date or (b) the expiration date of the original term of the option award. Based on the reasonable assumption that all options would be cashed out upon change in control, the Company believes that this provision which extends the option term would not have value in the event of a change in control. This is based on our assumption that in a change in control scenario, a Revvity, Inc. stock option would cease to exist after the change in control event, because Revvity, Inc. common stock would be unlikely to exist after the event. Instead, the most likely scenario is |
(3)Revvity • 2024 Proxy Statement 61
| As provided in Dr. Singh’s employment agreement, upon a change in control and termination without Cause or for Good Reason as defined in the agreement, within 36 months after the change in control, all outstanding option awards will fully vest and remain exercisable through the period ending on the earlier of (a) the later of (i) the third anniversary of the change in control date or (ii) the first anniversary of Dr. Singh’s termination date or (b) the expiration date of the original term of the option award. Based on the reasonable assumption that all options would be cashed out upon change in control, the Company believes that this provision which extends the option term would not have value in the event of a change in control. This is based on our assumption that in a change in control scenario, a PerkinElmer stock option would cease to exist after the change in control event, because PerkinElmer common stock would be unlikely to exist after the event. Instead, the most likely scenario is that the vested options would be
|
60 PerkinElmer • 2021 Proxy Statement
| exercised, and in exchange for his shares, the executive would receive whatever form of compensation is provided to all PerkinElmer shareholders under the terms of the deal (“cash out”).
|
(4) | The employment agreement entered into between PerkinElmer and Dr. Singh does not provide payment of excise tax or associated gross-up on any “parachute payments” (as defined in Section 280G). Dr. Singh’s employment agreement includes a “best of” approach whereby he would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payment reduced to the safe harbor threshold. The values shown in this table do not reflect any reduction in payments.
|
PerkinElmer • 2021 Proxy Statement 61
The following table shows the potential payments upon termination or a changevested options would be exercised, and in exchange for his shares, the executive would receive whatever form of control of PerkinElmer as of January 3, 2021 the last day of our 2020 fiscal year, for James M. Mock, our Senior Vice President and Chief Financial Officer.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Benefits and Payments | | Termination by Company for Cause / Termination by Executive Voluntarily | | Termination by Company without Cause | | Disability | | Death | | Change in Control (without Termination) | | Upon Change in Control, Termination by Company without Cause / Termination by Executive for Good Reason | | | | | | | | | | | Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base salary | | | $ | — | | | | $ | 552,655 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 1,105,310 | | | | | | | | | | | | | | | Bonus | | | $ | — | | | | $ | 352,991 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 705,981 | | | | | | | | | | | | | | | Prorata Bonus | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 352,991 | | | | | | | | | | | | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Health & Welfare and Perquisite Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Active Health & Welfare Lump Sum Benefit | | | $ | — | | | | $ | 25,836 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 51,672 | | | | | | | | | | | | | | | Perquisite Benefit Lump Sum Benefit | | | $ | — | | | | $ | 25,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 25,000 | | | | | | | | | | | | | | | Disability Benefits | | | $ | — | | | | $ | — | | | | | (1)(2) | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | | | | | | | | | | Restricted Stock and Option Awards (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting of Restricted Stock Awards (4) | | | $ | — | | | | $ | 1,295,829 | | | | $ | 2,857,683 | | | | $ | 2,857,683 | | | | $ | — | | | | $ | 2,857,683 | | | | | | | | | | | | | | | Accelerated Vesting of Options | | | $ | — | | | | $ | — | | | | $ | 1,608,873 | | | | $ | 1,608,873 | | | | $ | — | | | | $ | 1,608,873 | | | | | | | | | | | | | | | Accelerated Vesting of Performance Restricted Stock Units | | | $ | — | | | | $ | — | | | | $ | 2,549,421 | | | | $ | 2,549,421 | | | | $ | — | | | | $ | 2,549,421 | | | | | | | | | | | | | | | Accelerated Vesting of FY20 Salary Deferral Time Based Restricted Stock Units | | | $ | — | | | | $ | — | | | | $ | 175,644 | | | | $ | 175,644 | | | | $ | — | | | | $ | 175,644 | | | | | | | | | | | | | | | Performance Unit Program of LTIP | | | $ | — | | | | $ | — | | | | $ | 574,000 | | | | $ | 574,000 | | | | $ | 574,000 | | | | $ | 574,000 | | | | | | | | | | | | | | | Total to Executive | | | $ | — | | | | $ | 2,252,311 | | | | $ | 7,765,621 | | | | $ | 7,765,621 | | | | $ | 574,000 | | | | $ | 10,006,575 | | | | | | | | | | | | | | | Excise Tax & Gross-up Payments (5) | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | |
Notes:
(1) | As provided in Mr. Mock’s employment agreement, during the first 180 days of continuous disability, the Company will make periodic payments to Mr. Mock equal to the difference between his base salary and the benefits provided by the Company’s short-term disability income plan (STD Plan). The STD Plan provides for 66 2/3% of weekly gross salary, up to a maximum of $2,500 per week.
|
(2) | As provided in Mr. Mock’s employment agreement, during the twelve-month notice period following the first 180 days of continuous disability, the Company will make periodic payments to Mr. Mock equal to the difference between his base salary and the benefits provided by the Company’s long-term disability income plan (LTD Plan). The LTD Plan provides for 60% of monthly gross salary, up to a maximum of $15,000 per month.
|
(3) | As provided in Mr. Mock’s employment agreement, upon a change in control and termination without Cause or for Good Reason as defined in the agreement, within 36 months after the change in control, all outstanding restricted stock or option awards will fully vest and remain exercisable through the period ending on the earlier of (a) the later of (i) the third anniversary of the change in control date or (ii) the first anniversary of Mr. Mock’s termination date or (b) the expiration date of the original term of the option award. Based on the reasonable assumption that all options would be cashed out upon change in control, the Company believes that this provision which extends the option term would not have value in the event of a change in control. This is based on our assumption that in a change in control scenario, a PerkinElmer stock option would cease to exist after the change in control event, because PerkinElmer common stock would be unlikely to exist after the event. Instead, the most likely scenario is that the vested options would be exercised, and in exchange for his shares, the executive would receive whatever form of compensation is provided to all PerkinElmercompensation is provided to all Revvity, Inc. shareholders under the terms of the deal (“cash out”).
|
(4) | 62 PerkinElmer • 2021 Proxy StatementThe 2023 restricted stock and performance restricted stock unit grant agreements entered into between Revvity, Inc. and Mr. Krakowiak provide that in the event that Mr. Krakowiak retires (after having attained age 55 and completed 10 years of continuous service with Revvity, Inc. and upon the compensation and benefits committee of the Board determining that his retirement constitutes a qualified retirement), on or before the date in which Mr. Krakowiak would have become fully vested in his awards, Mr. Krakowiak’s unvested restricted stock and performance restricted units will vest upon such retirement, with the percentage of shares or units vesting to equal 2.78% times the completed months of employment during the period beginning on the grant date and ending on the date of Mr. Krakowiak’s retirement. Based on Mr. Krakowiak’s age and tenure, he would not have been eligible for this benefit upon a retirement on December 31, 2023.
|
(5) |
(4) | As provided in Mr. Mock’s employment agreement, upon termination without Cause as defined in the agreement, any then unvested portion of Mr. Mock’s sign-on restricted stock grant, as described in Mr. Mock’s offer letter, will fully vest. The value of such award is calculated as of January 3, 2021.As of December 31, 2023, the 19,364 outstanding unvested stock options held by Mr. Krakowiak have exercise prices above current market value and therefore no values are shown for accelerated vesting of options in the case of death, disability or upon change in control and termination by Company without cause / termination by executive for good reason.
|
(6) | The employment agreement entered into between Revvity, Inc. and Mr. Krakowiak does not provide payment of excise tax or associated gross-up on any “parachute payments” (as defined in Section 280G). Mr. Krakowiak’s employment agreement includes a “best of” approach whereby he would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payments reduced to the safe harbor threshold. The values shown in this table do not reflect any reduction in payments. |
(5) | The employment agreement entered into between PerkinElmer and Mr. Mock does not provide payment of excise tax or associated gross-up on any “parachute payments” (as defined in Section 280G). Mr. Mock’s employment agreement includes a “best of” approach whereby he would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payment reduced to the safe harbor threshold. The values shown in this table do not reflect any reduction in payments.
62 Revvity • 2024 Proxy Statement
The following table shows the potential payments upon termination or a change of control of Revvity, Inc. as of December 31, 2023, the last day of the 2023 fiscal year, for Joel S. Goldberg, our Senior Vice President, Administration, General Counsel and Secretary. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Benefits and Payments | | Termination by Company for Cause / Termination by Executive Voluntarily | | | Termination by Company without Cause | | | Retirement | | | Disability | | | Death | | | Change in Control (without Termination) | | | Upon Change in Control, Termination by Company without Cause / Termination by Executive for Good Reason | | Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base salary | | $ | — | | | $ | 550,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,100,000 | | Bonus | | $ | — | | | $ | 703,688 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,407,376 | | Pro rata Bonus | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 703,688 | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Health & Welfare and Perquisite Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Active Health & Welfare Lump Sum Benefit | | $ | — | | | $ | 27,996 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 55,992 | | Perquisite Benefit Lump Sum Benefit | | $ | — | | | $ | 10,872 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 21,744 | | Disability Benefits | | $ | — | | | $ | — | | | $ | — | | | | (1)(2) | | | $ | — | | | $ | — | | | $ | — | | Restricted Stock and Option Awards (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting of Restricted Stock Awards | | $ | — | | | $ | — | | | | (4) | | | $ | 883,115 | | | $ | 883,115 | | | $ | 883,115 | | | $ | 883,115 | | Accelerated Vesting of Options (5) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Accelerated Vesting of Performance Restricted Stock Units | | $ | — | | | $ | — | | | | (4) | | | $ | 1,766,122 | | | $ | 1,766,122 | | | $ | 1,766,122 | | | $ | 1,766,122 | | Total to Executive | | $ | — | | | $ | 1,292,556 | | | $ | — | | | $ | 2,649,237 | | | $ | 2,649,237 | | | $ | 2,649,237 | | | $ | 5,938,037 | | | | | | | | | | Excise Tax & Gross-up Payments | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Notes: (1) | As provided in Mr. Goldberg’s employment agreement, during the first 180 days of continuous disability, the Company will make periodic payments to Mr. Goldberg equal to the difference between his base salary and the benefits provided by the STD Plan. The STD Plan provides for 66 2/3% of weekly gross salary, up to a maximum of $2,500 per week. |
(2) | PerkinElmer • 2021 Proxy Statement 63
As provided in Mr. Goldberg’s employment agreement, during the twelve-month notice period following the first 180 days of continuous disability, the Company will make periodic payments to Mr. Goldberg equal to the difference between his base salary and the benefits provided by the LTD Plan. The following table shows the potential paymentsLTD Plan provides for 60% of monthly gross salary, up to a maximum of $15,000 per month. |
(3) | As provided in Mr. Goldberg’s employment agreement, upon termination or a change in control, all outstanding option awards will fully vest and remain exercisable through the period ending on the earlier of (a) the later of (i) the third anniversary of the change in control date or (ii) the first anniversary of PerkinElmer asMr. Goldberg’s termination date or (b) the expiration date of January 3, 2021, the last dayoriginal term of the option award. Based on the reasonable assumption that all options would be cashed out upon change in control, the Company believes that this provision which extends the option term would not have value in the event of a change in control. This is based on our 2020 fiscal year, for Joel S. Goldberg, our Senior Vice President, Administration, General Counsel and Secretary. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Benefits and Payments | | Termination by Company for Cause / Termination by Executive Voluntarily | | Termination by Company without Cause | | Disability | | Death | | Change in Control (without Termination) | | Upon Change in Control, Termination by Company without Cause / Termination by Executive for Good Reason | | | Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base salary | | | $ | — | | | | $ | 516,864 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 1,033,728 | | | | | | | Bonus | | | $ | — | | | | $ | 291,477 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 582,954 | | | | | | | Prorata Bonus | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 291,477 | | | | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Health & Welfare and Perquisite Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Active Health & Welfare Continuation | | | $ | — | | | | $ | 31,428 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 62,856 | | | | | | | Perquisite Benefit Continuation | | | $ | — | | | | $ | 36,160 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 47,320 | | | | | | | Disability Benefits | | | $ | — | | | | $ | — | | | | | (1)(2) | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | | Restricted Stock and Option Awards (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting of Restricted Stock Awards | | | $ | — | | | | $ | — | | | | $ | 1,364,255 | | | | $ | 1,364,255 | | | | $ | 1,364,255 | | | | $ | 1,364,255 | | | | | | | Accelerated Vesting of Options | | | $ | — | | | | $ | — | | | | $ | 1,382,019 | | | | $ | 1,382,019 | | | | $ | 1,382,019 | | | | $ | 1,382,019 | | | | | | | Accelerated Vesting of Performance Restricted Stock Units | | | $ | — | | | | $ | — | | | | $ | 2,239,318 | | | | $ | 2,239,318 | | | | $ | 2,239,318 | | | | $ | 2,239,318 | | | | | | | Accelerated Vesting of FY20 Salary Deferral Time Based Restricted Stock Units | | | $ | — | | | | $ | — | | | | $ | 163,016 | | | | $ | 163,016 | | | | $ | 163,016 | | | | $ | 163,016 | | | | | | | Performance Unit Program of LTIP | | | $ | — | | | | $ | — | | | | $ | 489,048 | | | | $ | 489,048 | | | | $ | 489,048 | | | | $ | 489,048 | | | | | | | Total to Executive | | | $ | — | | | | $ | 875,929 | | | | $ | 5,637,656 | | | | $ | 5,637,656 | | | | $ | 5,637,656 | | | | $ | 7,655,991 | | | | | | | | | | | | | | | Excise Tax & Gross-up Payments | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | |
Notes:
(1) | As provided in Mr. Goldberg’s employment agreement, during the first 180 days of continuous disability, the Company will make periodic payments to Mr. Goldberg equal to the difference between his base salary and the benefits provided by the Company’s short-term disability income plan (STD Plan). The STD Plan provides for 66 2/3% of weekly gross salary, up to a maximum of $2,500 per week.assumption that in a change in control scenario, a Revvity, Inc. stock option would cease to exist after the change in control event because Revvity, Inc. common stock would be unlikely to exist after the event. Instead, the most
|
(2)Revvity • 2024 Proxy Statement 63
| As provided in Mr. Goldberg’s employment agreement, during the twelve-month notice period following the first 180 days of continuous disability, the Company will make periodic payments to Mr. Goldberg equal to the difference between his base salary and the benefits provided by the Company’s long-term disability income plan (LTD Plan). The LTD Plan provides for 60% of monthly gross salary, up to a maximum of $15,000 per month.
|
(3) | As provided in Mr. Goldberg’s employment agreement, upon a change in control, all outstanding option awards will fully vest and remain exercisable through the period ending on the earlier of (a) the later of (i) the third anniversary of the change in control date or (ii) the first anniversary of Mr. Goldberg’s termination date or (b) the expiration date of the original term of the option award. Based on the reasonable assumption that all options would be cashed out upon change in control, the Company believes that this provision which extends the option term would not have value in the event of a change in control. This is based on our assumption that in a change in control scenario, a PerkinElmer stock option would cease to exist after the change in control event because PerkinElmer common stock would be unlikely to exist after the event. Instead, the most likely scenario is that the vested options would be exercised and in exchange for his shares the executive would receive whatever form of compensation is provided to all PerkinElmerlikely scenario is that the vested options would be exercised and in exchange for his shares the executive would receive whatever form of compensation is provided to all Revvity, Inc. shareholders under the terms of the deal (“cash out”).
|
64 PerkinElmer • 2021 Proxy Statement
(4) | The following table shows2021, 2022 and 2023 restricted stock and performance restricted stock unit grant agreements entered into between Revvity, Inc. and Mr. Goldberg provide that in the potential paymentsevent that Mr. Goldberg retires (after having attained age 55 and completed 10 years of continuous service with Revvity, Inc. and upon the compensation and benefits committee of the Board determining that his retirement constitutes a qualified retirement), on or before the date in which Mr. Goldberg would have become fully vested in his awards, Mr. Goldberg’s unvested restricted stock and performance restricted units will vest upon such retirement, with the percentage of shares or units vesting to equal 2.78% times the completed months of employment during the period beginning on the grant date of the applicable award and ending on the date of Mr. Goldberg’s retirement. Based on Mr. Goldberg’s age and tenure, he would not have been eligible for this benefit upon a retirement on December 31, 2023. |
(5) | As of December 31, 2023, the 18,690 outstanding unvested stock options held by Mr. Goldberg have exercise prices above current market value and therefore no values are shown for accelerated vesting of options in the case of death, disability, upon change in control (without termination), or upon change in control and termination or a change of control of PerkinElmer as of January 3, 2021, the last day of our 2020 fiscal year,by Company without cause / termination by executive for Daniel R. Tereau, our Senior Vice President, Strategy and Business Development.good reason. |
The following table shows the potential payments upon termination or a change of control of Revvity as of December 31, 2023, the last day of the 2023 fiscal year, for Tajinder Vohra, our Senior Vice President, Global Operations. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Benefits and Payments | | Termination by Company for Cause / Termination by Executive Voluntarily | | | Termination by Company without Cause | | | Retirement | | | Disability | | | Death | | | Change in Control (without Termination) | | | Upon Change in Control, Termination by Company without Cause / Termination by Executive for Good Reason | | Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base salary | | $ | — | | | $ | 475,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 950,000 | | Bonus | | $ | — | | | $ | 452,695 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 905,390 | | Pro rata Bonus | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 452,695 | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Health & Welfare and Perquisite Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Active Health & Welfare Lump Sum Benefit | | $ | — | | | $ | 27,817 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 55,634 | | Perquisite Benefit Lump Sum Benefit | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Disability Benefits | | $ | — | | | $ | — | | | $ | — | | | | (1)(2) | | | $ | — | | | $ | — | | | $ | — | | Restricted Stock and Option Awards (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting of Restricted Stock Awards | | $ | — | | | $ | — | | | | (4) | | | $ | 519,769 | | | $ | 519,769 | | | $ | — | | | $ | 519,769 | | Accelerated Vesting of Options (5) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Accelerated Vesting of Performance Restricted Stock Units | | $ | — | | | $ | — | | | | (4) | | | $ | 1,039,538 | | | $ | 1,039,538 | | | $ | — | | | $ | 1,039,538 | | Total to Executive | | $ | — | | | $ | 955,512 | | | $ | — | | | $ | 1,559,307 | | | $ | 1,559,307 | | | $ | — | | | $ | 3,923,026 | | | | | | | | | | Excise Tax & Gross-up Payments (6) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
64 Revvity • 2024 Proxy Statement
Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Benefits and Payments | | Termination by Company for Cause / Termination by Executive Voluntarily | | Termination by Company without Cause | | Disability | | Death | | Change in Control (without Termination) | | Upon Change in Control, Termination by Company without Cause / Termination by Executive for Good Reason | | | Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base salary | | | $ | — | | | | $ | 470,757 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 941,514 | | | | | | | Bonus | | | $ | — | | | | $ | 231,472 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 462,944 | | | | | | | Prorata Bonus | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 231,472 | | | | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Health & Welfare and Perquisite Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Active Health & Welfare Continuation | | | $ | — | | | | $ | 22,272 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 44,544 | | | | | | | Perquisite Benefit Continuation | | | $ | — | | | | $ | 25,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 25,000 | | | | | | | Disability Benefits | | | $ | — | | | | $ | — | | | | | (1)(2) | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | | Restricted Stock and Option Awards (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting of Restricted Stock Awards | | | $ | — | | | | $ | — | | | | $ | 596,530 | | | | $ | 596,530 | | | | $ | — | | | | $ | 596,530 | | | | | | | Accelerated Vesting of Options | | | $ | — | | | | $ | — | | | | $ | 623,339 | | | | $ | 623,339 | | | | $ | — | | | | $ | 623,339 | | | | | | | Accelerated Vesting of Performance Restricted Stock Units | | | $ | — | | | | $ | — | | | | $ | 994,886 | | | | $ | 994,886 | | | | $ | — | | | | $ | 994,886 | | | | | | | Accelerated Vesting of FY20 Salary Deferral Time Based Restricted Stock Units | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | | Performance Unit Program of LTIP | | | $ | — | | | | $ | — | | | | $ | 197,887 | | | | $ | 197,887 | | | | $ | 197,887 | | | | $ | 197,887 | | | | | | | Total to Executive | | | $ | — | | | | $ | 749,501 | | | | $ | 2,412,642 | | | | $ | 2,412,642 | | | | $ | 197,887 | | | | $ | 4,118,116 | | | | | | | | | | | | | | | Excise Tax & Gross-up Payments (4) | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | |
(1) | Notes:
(1) | As provided in Mr. Tereau’s employment agreement, during the first 180 days of continuous disability, the Company will make periodic payments to Mr. Tereau equal to the difference between his base salary and the benefits provided by the Company’s short-term disability income plan (STD Plan).As provided in Mr. Vohra’s employment agreement, during the first 180 days of continuous disability, the Company will make periodic payments to Mr. Vohra equal to the difference between his base salary and the benefits provided by the STD Plan. The STD Plan provides for 66 2/3% of weekly gross salary, up to a maximum of $2,500 per week.
|
(2) | As provided in Mr. Vohra’s employment agreement, during the twelve-month notice period following the first 180 days of continuous disability, the Company will make periodic payments to Mr. Vohra equal to the difference between his base salary and the benefits provided by the LTD Plan. The LTD Plan provides for 60% of monthly gross salary, up to a maximum of $15,000 per month. |
(3) | As provided in Mr. Vohra’s employment agreement, upon a change in control, all outstanding option awards will fully vest and remain exercisable through the period ending on the earlier of (a) the later of (i) the third anniversary of the change in control date or (ii) the first anniversary of Mr. Vohra’s termination date or (b) the expiration date of the original term of the option award. Based on the reasonable assumption that all options would be cashed out upon change in control, the Company believes that this provision which extends the option term would not have value in the event of a change in control. This is based on our assumption that in a change in control scenario, a Revvity, Inc. stock option would cease to exist after the change in control event because Revvity, Inc. common stock would be unlikely to exist after the event. Instead, the most likely scenario is that the vested options would be exercised and in exchange for his shares the executive would receive whatever form of compensation is provided to all Revvity, Inc. shareholders under the terms of the deal (“cash out”). |
(4) | The 2021, 2022 and 2023 restricted stock and performance restricted stock unit grant agreements entered into between Revvity, Inc. and Mr. Vohra provide that in the event that Mr. Vohra retires (after having attained age 55 and completed 10 years of continuous service with Revvity, Inc. and upon the compensation and benefits committee of the Board determining that his retirement constitutes a qualified retirement), on or before the date in which Mr. Vohra would have become fully vested in his awards, Mr. Vohra’s unvested restricted stock and performance restricted units will vest upon such retirement, with the percentage of shares or units vesting to equal 2.78% times the completed months of employment during the period beginning on the grant date of the applicable award and ending on the date of Mr. Vohra’s retirement. Based on Mr. Vohra’s age and tenure, he would not have been eligible for this benefit upon a retirement on December 31, 2023. |
(5) | As of December 31, 2023, the 11,107 outstanding unvested stock options held by Mr. Vohra have exercise prices above current market value and therefore no values are shown for accelerated vesting of options in the case of death, disability or upon change in control and termination by Company without cause / termination by executive for good reason. |
(6) | The employment agreement entered into between Revvity, Inc. and Mr. Vohra does not provide payment of excise tax or associated gross-up on any “parachute payments” (as defined in Section 280G). Mr. Vohra employment agreement includes a “best of” approach whereby he would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payments reduced to the safe harbor threshold. The values shown in this table do not reflect any reduction in payments. |
(2) | As provided in Mr. Tereau’s employment agreement, during the twelve-month notice period following the first 180 days of continuous disability, the Company will make periodic payments to Mr. Tereau equal to the difference between his base salary and the benefits provided by the Company’s long-term disability income plan (LTD Plan).
Revvity • 2024 Proxy Statement 65
The following table shows the potential payments upon termination or a change of control of Revvity as of December 31, 2023, the last day of the 2023 fiscal year, for Miriame Victor, our Senior Vice President, Chief Commercial Officer. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Benefits and Payments | | Termination by Company for Cause / Termination by Executive Voluntarily | | | Termination by Company without Cause | | | Retirement | | | Disability | | | Death | | | Change in Control (without Termination) | | | Upon Change in Control, Termination by Company without Cause / Termination by Executive for Good Reason | | Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base salary | | $ | — | | | $ | 460,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 920,000 | | Bonus | | $ | — | | | $ | 428,078 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 856,156 | | Pro rata Bonus | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 428,078 | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Health & Welfare and Perquisite Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Active Health & Welfare Lump Sum Benefit | | $ | — | | | $ | 29,052 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 58,104 | | Perquisite Benefit Lump Sum Benefit | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Disability Benefits | | $ | — | | | $ | — | | | $ | — | | | | (1)(2) | | | $ | — | | | $ | — | | | $ | — | | Restricted Stock and Option Awards (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting of Restricted Stock Awards | | $ | — | | | $ | — | | | | (4) | | | $ | 436,803 | | | $ | 436,803 | | | $ | — | | | $ | 436,803 | | Accelerated Vesting of Options (5) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Accelerated Vesting of Performance Restricted Stock Units | | $ | — | | | $ | — | | | | (4) | | | $ | 873,496 | | | $ | 873,496 | | | $ | — | | | $ | 873,496 | | Total to Executive | | $ | — | | | $ | 917,130 | | | $ | — | | | $ | 1,310,299 | | | $ | 1,310,299 | | | $ | — | | | $ | 3,572,637 | | | | | | | | | | Excise Tax & Gross-up Payments (5) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Notes: (1) | As provided in Ms. Victor’s employment agreement, during the first 180 days of continuous disability, the Company will make monthly payments to Ms. Victor’s equal to the difference between her base salary and the benefits provided by the STD Plan. The STD Plan provides for 66 2/3% of weekly gross salary, up to a maximum of $2,500 per week. |
(2) | As provided in Ms. Victor’s employment agreement, during the twelve-month notice period following the first 180 days of continuous disability, the Company will make monthly payments to Ms. Victor’s equal to the difference between her base salary and the benefits provided by the LTD Plan. The LTD Plan provides for 60% of monthly gross salary, up to a maximum of $15,000 per month. |
(3) | As provided in Ms. Victor’s employment agreement, upon a change in control and termination without Cause or for Good Reason as defined in the agreement, within 36 months after the change in control, all outstanding option awards will fully vest and remain exercisable through the period ending on the earlier of (a) the later of (i) the third anniversary of the change in control date or (ii) the first anniversary of Ms. Victor’s termination date or (b) the expiration date of the original term of the option award. Based on the reasonable assumption that all options would be cashed out upon change in control, the Company believes that this provision which extends the option term would not have value in the event of a change in control. This is based on our assumption that in a change in control scenario, a Revvity, Inc. stock option would cease to exist after the change in control event, because Revvity, Inc. common stock would be unlikely to |
(3) | As provided in Mr. Tereau’s employment agreement, upon a change in control and termination without Cause or for Good Reason as defined in the agreement, within 36 months after the change in control, all outstanding option awards will fully vest and remain exercisable through the period ending on the earlier of (a) the later of (i) the third anniversary of the change in control date or (ii) the first anniversary of Mr. Tereau’s termination date or (b) the expiration date of the original term of the option award. Based on the reasonable assumption that all options would be cashed out upon change in control, the Company believes that this provision which extends the option term would not have value in the event of a change in control. This is based
66 Revvity • 2024 Proxy Statement
| exist after the event. Instead, the most likely scenario is that the vested options would be exercised, and in exchange for his shares, the executive would receive whatever form of compensation is provided to all Revvity, Inc. shareholders under the terms of the deal (“cash out”). |
(4) | PerkinElmer • The 2021, Proxy Statement 652022 and 2023 restricted stock and performance restricted stock unit grant agreements entered into between Revvity, Inc. and Ms. Victor provide that in the event that Ms. Victor retires (after having attained age 55 and completed 10 years of continuous service with Revvity, Inc. and upon the compensation and benefits committee of the Board determining that her retirement constitutes a qualified retirement), on or before the date in which Ms. Victor would have become fully vested in her awards, Ms. Victor’s unvested restricted stock and performance restricted units will vest upon such retirement, with the percentage of shares or units vesting to equal 2.78% times the completed months of employment during the period beginning on the grant date of the applicable award and ending on the date of Ms. Victor’s retirement. Based on Ms. Victor’s age and tenure, she would not have been eligible for this benefit upon a retirement on December 31, 2023.
|
(5) |
| on our assumption that in a change in control scenario, a PerkinElmer stock option would cease to exist after the change in control event, because PerkinElmer common stock would be unlikely to exist after the event. Instead, the most likely scenario is that the vested options would be exercised, and in exchange for his shares, the executive would receive whatever form of compensation is provided to all PerkinElmer shareholders under the terms of the deal (“cash out”)As of December 31, 2023, the 9,685 outstanding unvested stock options held by Ms. Victor have exercise prices above current market value and therefore no values are shown for accelerated vesting of options in the case of death, disability or upon change in control and termination by Company without cause / termination by executive for good reason.
|
(6) | The employment agreement entered into between Revvity, Inc. and Ms. Victor does not provide payment of excise tax or associated gross-up on any “parachute payments” (as defined in Section 280G). Ms. Victor’s employment agreement includes a “best of” approach whereby she would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payments reduced to the safe harbor threshold. The values shown in this table do not reflect any reduction in payments. |
(4) | The employment agreement entered into between PerkinElmer and Mr. Tereau does not provide payment of excise tax or associated gross-up on any “parachute payments” (as defined in Section 280G). Mr. Tereau’s employment agreement includes a “best of” approach whereby he would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payment reduced to the safe harbor threshold. The values shown in this table do not reflect any reduction in payments.
|
66 PerkinElmer • 2021 Proxy Statement
Revvity • 2024 Proxy Statement 67
The following table shows the potential payments upon termination or a change of control of PerkinElmer as of January 3, 2021, the last day of our 2020 fiscal year, for Tajinder S. Vohra, our Senior Vice President, Global Operations.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Benefits and Payments | | Termination by Company for Cause / Termination by Executive Voluntarily | | Termination by Company without Cause | | Disability | | Death | | Change in Control (without Termination) | | Upon Change in Control, Termination by Company without Cause / Termination by Executive for Good Reason | | | Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base salary | | | $ | — | | | | $ | 421,070 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 842,140 | | | | | | | Bonus | | | $ | — | | | | $ | 194,680 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 389,360 | | | | | | | Prorata Bonus | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 194,680 | | | | | | | Benefits and Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Health & Welfare and Perquisite Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Active Health & Welfare Lump Sum Benefit | | | $ | — | | | | $ | 25,812 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 51,624 | | | | | | | Perquisite Benefit Lump Sum Benefit | | | $ | — | | | | $ | 25,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 25,000 | | | | | | | Disability Benefits | | | $ | — | | | | $ | — | | | | | (1)(2) | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | | Restricted Stock and Option Awards (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting of Restricted Stock Awards | | | $ | — | | | | $ | — | | | | $ | 612,745 | | | | $ | 612,745 | | | | $ | — | | | | $ | 612,745 | | | | | | | Accelerated Vesting of Options | | | $ | — | | | | $ | — | | | | $ | 654,257 | | | | $ | 654,257 | | | | $ | — | | | | $ | 654,257 | | | | | | | Accelerated Vesting of Performance Restricted Stock Units | | | $ | — | | | | $ | — | | | | $ | 1,048,411 | | | | $ | 1,048,411 | | | | $ | — | | | | $ | 1,048,411 | | | | | | | Accelerated Vesting of FY20 Salary Deferral Time Based Restricted Stock Units | | | $ | — | | | | $ | — | | | | $ | 88,683 | | | | $ | 88,683 | | | | $ | — | | | | $ | 88,683 | | | | | | | Performance Unit Program of LTIP | | | $ | — | | | | $ | — | | | | $ | 177,079 | | | | $ | 177,079 | | | | $ | 177,079 | | | | $ | 177,079 | | | | | | | Total to Executive | | | $ | — | | | | $ | 666,562 | | | | $ | 2,581,175 | | | | $ | 2,581,175 | | | | $ | 177,079 | | | | $ | 4,083,979 | | | | | | | | | | | | | | | Excise Tax & Gross-up Payments (4) | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | |
Notes:
(1) | As provided in Mr. Vohra’s employment agreement, during the first 180 days of continuous disability, the Company will make periodic payments to Mr. Vohra equal to the difference between his base salary and the benefits provided by the Company’s short-term disability income plan (STD Plan). The STD Plan provides for 66 2/3% of weekly gross salary, up to a maximum of $2,500 per week.
|
(2) | As provided in Mr. Vohra’s employment agreement, during the twelve-month notice period following the first 180 days of continuous disability, the Company will make periodic payments to Mr. Vohra equal to the difference between his base salary and the benefits provided by the Company’s long-term disability income plan (LTD Plan). The LTD Plan provides for 60% of monthly gross salary, up to a maximum of $15,000 per month.
|
(3) | As provided in Mr. Vohra’s employment agreement, upon a change in control, all outstanding option awards will fully vest and remain exercisable through the period ending on the earlier of (a) the later of (i) the third anniversary of the change in control date or (ii) the first anniversary of Mr. Vohra’s termination date or (b) the expiration date of the original term of the option award. Based on the reasonable assumption that all options would be cashed out upon change in control, the Company believes that this provision which extends the option term would not have value in the event of a change in control. This is based on our assumption that in a change in control scenario, a PerkinElmer stock option would cease to exist after the change in control event
|
PerkinElmer • 2021 Proxy Statement 67
| because PerkinElmer common stock would be unlikely to exist after the event. Instead, the most likely scenario is that the vested options would be exercised and in exchange for his shares the executive would receive whatever form of compensation is provided to all PerkinElmer shareholders under the terms of the deal (“cash out”).
|
(4) | The employment agreement entered into between PerkinElmer and Mr. Vohra does not provide payment of excise tax or associated gross-up on any “parachute payments” (as defined in Section 280G). Mr. Vohra’s employment agreement includes a “best of” approach whereby he would receive the greater of (a) after tax payments reflecting any excise taxes or (b) after tax payment reduced to the safe harbor threshold. The values shown in this table do not reflect any reduction in payments.
|
68 PerkinElmer • 2021 Proxy Statement
Equity Compensation Plan Information The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2023. | | | | | | | | | | | | | | | | | Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (2) (3) | | Equity compensation plans approved by holders of Revvity securities | | | 1,479,294 | | | $ | 133.35 | | | | 5,213,180 | | | | | | | | | | | | | | | Total | | | 1,479,294 | | | $ | 133.35 | | | | 5,213,180 | |
NOTES (1) | This column reflects total shares outstanding under grants of stock options, RSUs and PRSUs as of December 31, 2023. |
(2) | This column reflects shares available for issuance under our equity compensation2019 Incentive Plan and our 1998 Employee Stock Purchase Plan, as amended. Since receiving shareholder approval for the 2019 Incentive Plan at our annual meeting of shareholders in April 2019, these have been the only plans under which we have been authorized to issue shares. In addition to being available for the future issuance upon exercise of options that may be granted after December 31, 2023, shares available for issuance under our 2019 Incentive Plan may instead be issued in the form of restricted stock or other equity-based awards, subject to share limitations specified in that plan. |
(3) | Includes 691,173 shares which were issuable under our 1998 Employee Stock Purchase Plan, as amended, as of January 3, 2021. | | | | | | | | | | | | | | | | | Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (2)(3) | | Equity compensation plans approved by holders of PerkinElmer securities | | | 1,308,115 | | | $ | 74.40 | | | | 6,899,673 | | | | | | | | | | | | | | | Total | | | 1,308,115 | | | $ | 74.40 | | | | 6,899,673 | |
NOTES
(1) | This column reflects total shares outstanding under grants of stock options, restricted stock units (RSUs) and PRSUs as of January 3, 2021.December 31, 2023.
|
(2) | This column reflects shares available for issuance under our 2019 Incentive Plan and our 1998 Employee Stock Purchase Plan, as amended. Since receiving shareholder approval for the 2019 Incentive plan at our annual meeting of shareholders in April 2019, these have been the only plans under which we have been authorized to issue shares. In addition to being available for the future issuance upon exercise of options that may be granted after January 3, 2021, shares available for issuance under our 2019 Incentive Plan may instead be issued in the form of restricted stock or other equity-based awards, subject to share limitations specified in that plan.
|
68 Revvity • 2024 Proxy Statement (3) | Includes 772,201 shares which were issuable under our 1998 Employee Stock Purchase Plan, as amended, as of January 3, 2021.
|
PerkinElmer • 2021 Proxy Statement 69
CEO Pay Ratio Pursuant to applicable SEC rules, presented below is the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). In identifying our median employee, we calculated the annual base pay of each employee for the twelve-month period that ended on December 31, 2023. Base salary, including overtime pay, was calculated using internal payroll and records. We selected the median employee from a group of 11,483 full-time, part-time, temporary and seasonal workers who were employed as of October 2, 2023. We selected the business day closest to the beginning of the three-month period before the end of Revvity’s fiscal year to compile the required employee information. This number excludes all employees located in Brazil (119 employees), Italy (137 employees), Malaysia (5 employees), Mexico (79 employees), the Philippines (16 employees), Portugal (11 employees), South Africa (10 employees), South Korea (28 employees), Taiwan (74 employees), Thailand (16 employees), Turkey (56 employees) and Vietnam (1 employee). These 552 employees constituted 4.59% of our total employee population of 12,035 and therefore were excluded pursuant to the de minimis exemption provided under Item 402(u). We did not include independent contractors or leased workers in our employee population for purposes of making our determination. As disclosed in the Summary Compensation Table appearing on page 48, the 2023 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $9,130,624. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $50,600. Based on the foregoing, our estimate of the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2023 is 180 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies. Revvity • 2024 Proxy Statement 69
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) andNon-PEO named executive officers(“Non-PEO NEOs”) and Company performance for the fiscal years listed below. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Compensation Table Total for Prahlad R. Singh¹ | | | Compensation Actually Paid to Prahlad R. Singh 1,2,3 | | | Average Summary Compensation Table Total for Non-PEO NEOs 1 | | | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | | | Value of Initial Fixed $100 Investment Based On: 4 | | | | | | Adjusted Revenue 5 ($ Millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1. | Prahlad R. Singh was our PEO for each year presented. The individuals comprising theNon-PEO NEOs for each year presented are listed below. |
| | | | | | | | | | | | | | | | | | | | | | James M. Mock | | James M. Mock | | James M. Mock | | Maxwell Krakowiak | | | | | Joel S. Goldberg | | Joel S. Goldberg | | Joel S. Goldberg | | Joel S. Goldberg | | | | | Daniel R. Tereau | | Daniel R. Tereau | | Daniel R. Tereau | | Tajinder S. Vohra | | | | | Tajinder S. Vohra | | Tajinder S. Vohra | | Tajinder S. Vohra | | Miriame Victor | | | | | | | | | Maxwell Krakowiak | | |
2. | The amounts shown for Compensation Actually Paid have been calculated in a manner consistentaccordance with Item 402(u).In identifying our median employee, we calculated402(v) of Regulation
S-K and do not reflect compensation actually earned, realized, or received by the annual base payCompany’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
3. | Compensation Actually Paid for 2023 reflects the exclusions and inclusions of each employeecertain amounts for the twelve-month period that ended on January 3, 2021. Base salary, including overtime pay, wasPEO and theNon-PEO NEOs as set forth below. Equity values are calculated using internal payrollin accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Amounts in the Exclusion of Stock Awards and records.We selectedOption Awards column are the median employeetotals from a group of 13,289 full-time, part-time, temporarythe Stock Awards and seasonal workers who were employed as of October 3, 2020. We selected the business day closest to the beginning of October to compile the required employee information. This number excludes all employees located in Argentina (30 employees), Indonesia (1 employee), Malaysia (94 employees), Mexico (119 employees), the Philippines (12 employees), Thailand (55 employees), Turkey (81 employees), Brazil (161 employees), Chile (42 employees), South Africa (34 employees), Taiwan (58 employees) and Vietnam (2 employees). These 689 employees constituted 4.93% of our total employee population of 13,978 and therefore were excluded pursuant to the de minimis exemption provided under Item 402(u). We did not include independent contractors or leased workers in our employee population for purposes of making our determination. We also excluded 296 employees who joined our company as part of our acquisitions of Horizon Discovery Group plc (246) and OMNI International, Inc. (50), both of which closed during fiscal 2020.
As disclosedOption Awards columns set forth in the Summary Compensation Table appearing on page 47,Table.
|
| | | | | | | | | | | | | | | | | | | | | | Year | | Summary Compensation Table Total for Prahlad R. Singh ($) | | | Exclusion of Stock Awards and Option Awards for Prahlad R. Singh ($) | | | Inclusion of Equity Values for Prahlad R. Singh ($) | | | Compensation Actually Paid to Prahlad R. Singh ($) | | | | | | | 2023 | | | 9,130,624 | | | | (7,696,045 | ) | | | 2,215,258 | | | | 3,649,837 | |
| | | | | | | | | | | | | | | | | | | | | | Year | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | | | Average Inclusion of Equity Values for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | | | | | | 2023 | | | 2,216,350 | | | | (1,596,019 | ) | | | 698,965 | | | | 1,319,296 | |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: | | | | | | | | | | | | | | | | | | | | | | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Prahlad R. Singh | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Prahlad R. Singh | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Prahlad R. Singh | | | Equity Values for Prahlad R. Singh | | | | | | | 2023 | | | 5,690,302 | | | | (3,059,220 | ) | | | (415,824 | ) | | | 2,215,258 | |
| | | | | | | | | | | | | | | | | | | | | | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | | | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | | | | | | 2023 | | | 1,176,221 | | | | (397,389 | ) | | | (79,868 | ) | | | 698,965 | |
4. | The Peer Group TSR set forth in this table utilizes the 2020 annual total compensation as determined underS&P 500 Life Sciences Tools & Services Industry Index, which we also utilize in the stock performance graph required by Item 402201(e) of Regulation S-K included in our Annual Report for our CEOthe fiscal year ended December 31, 2023. The comparison assumes $100 was $9,017,969. The 2020 annual total compensation as determined under Item 402 of Regulation S-Kinvested for our median employee was $48,620. Based on the foregoing, our estimateperiod starting December 30, 2019, through the end of the ratiolisted year in the Company and in the S&P 500 Life Sciences Tools & Services Industry Index, respectively. Historical stock performance is not necessarily indicative of our CEO’s annual total compensationfuture stock performance. |
5. | We determined Adjusted Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our median employee’s annual total compensation for fiscal year 2020 is 185 to 1. GivenPEO andNon-PEO NEOs in 2023. More information on Adjusted Revenue can be found in the different methodologies that various public companies will use to determine an estimate“Determining Executive Pay” section of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies.70 PerkinElmer • 2021 Proxy Statement
| PROPOSAL NO. 2 RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
|
On December 11, 2020, our audit committee selected the firm of Deloitte & Touche LLP to act as our independent registered public accounting firm and to audit the books of PerkinElmer and its subsidiaries for the 2021 fiscal year, which ends on January 2, 2022. Deloitte & Touche LLP is currently performing these duties and has done so continuously since we retained their services on June 20, 2002. Although shareholder approval of the selection of Deloitte & Touche LLP is not required by law or NYSE rules, our audit committee believes it is advisable and has decided to give our shareholders the opportunity to ratify this selection. If this proposal is not approved by our shareholders at the meeting, our audit committee will reconsider its selection of Deloitte & Touche LLP.
We expect representatives of Deloitte & Touche LLP to be in attendance at the virtual annual meeting of shareholders. The representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from shareholders.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF
THE SELECTION OF DELOITTE & TOUCHE LLP TO SERVE AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR.
PerkinElmer • 2021 Proxy Statement 71
| PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON
EXECUTIVE COMPENSATION
|
Our board of directors is providing shareholders with an advisory vote on executive compensation as required by Section 14A of the Exchange Act. This is a non-binding vote on the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis, and the tabular disclosure of executive compensation and accompanying narrative, provided in this proxy statement. Our board is asking shareholders to approve a non-binding advisory vote on the following resolution:Analysis.
|
Description of Relationship Between PEO andNon-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to ourNon-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years and the TSR of the S&P 500 Life Sciences Tools & Services Industry Index over the same period. Description of Relationship Between PEO andNon-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to ourNon-PEO NEOs, and our Net Income during the four most recently completed fiscal years.
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our otherNon-PEO NEOs, and our Adjusted Revenue during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and otherNon-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked. | | Adjusted Revenue | | Adjusted EPS | | | | Free Cash Flow Conversion |
| “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby APPROVED.” PROPOSAL NO. 2 RATIFICATION OF SELECTION OF
While the vote on executive compensation is non-binding INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM |
On January 25, 2024, our audit committee selected the firm of Deloitte & Touche LLP to act as our independent registered public accounting firm and to audit the books of Revvity and its subsidiaries for the 2024 fiscal year, which ends on December 29, 2024. Deloitte & Touche LLP is currently performing these duties and has done so continuously since we retained their services on June 20, 2002. Although shareholder approval of the selection of Deloitte & Touche LLP is not required by law or NYSE rules, our audit committee believes it is advisable and has decided to give our shareholders the opportunity to ratify this selection. If this proposal is not approved by our shareholders at the meeting, our audit committee will reconsider its selection of Deloitte & Touche LLP. We expect representatives of Deloitte & Touche LLP to be in attendance at the virtual annual meeting of shareholders. The representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from shareholders. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. 74 Revvity • 2024 Proxy Statement
| PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION |
Our board of directors is providing shareholders with an advisory vote on executive compensation as required by Section 14A of the Exchange Act. This is a non-binding vote on the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis, and the tabular disclosure of executive compensation and accompanying narrative, provided in this proxy statement. Our board is asking shareholders to approve a non-binding advisory vote on the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby APPROVED.” While the vote on executive compensation is non-binding and solely advisory in nature, our board of directors and our compensation and benefits committee will review the voting results and seek to determine the causes of any significant negative voting result to better understand the perspective and concerns of our shareholders. Our executive compensation programs are designed to deliver competitive total compensation linked to the achievement of performance objectives and to attract, motivate and retain leaders who will drive the creation of shareholder value. The compensation and benefits committee continually reviews our executive compensation programs to ensure that the programs achieve the desired goals. Shareholders are invited to consider the following evidence of the effectiveness and integrity of our executive compensation programs as presented in the Executive Compensation section of this proxy statement: | • | | In accordance with our pay-for-performance compensation philosophy, our named executive officers have a significant portion of their compensation at risk through short- and long-term incentive programs. In 2020, 86%Not including the cost of benefits, in 2023, our CEO’sChief Executive Officer had 89% of his target compensation opportunity,at risk, and on average 72% of our other named executive officers’officers had 78% of their target compensation opportunity, was delivered through variable compensation.at risk (that is, subject to either performance requirements and/or service requirements). Our short- and long-term incentive plan payments in 2020 were in alignment with fiscal year 2020
|
Our short- and long-term incentive plan payments in 2023 were in alignment with fiscal year 2023 financial performance. We believe sustained performance against the combination of revenue and profitability financial goals represented in our executive incentive plans, as well as continued execution against our strategic goals, will create value for our shareholders over the long-term. | • | | We have a demonstrated history of monitoring executive compensation market practices and implementing program changes when deemed appropriate, as evidenced by the elimination during fiscal year 2010 of single-trigger vesting and Section 280G excise tax gross-ups in employment agreements with newly hired and newly promoted executive officers. |
| • | | We proactively solicit input on our executive compensation practices from our largest investors, and in response to shareholder voting on the frequency of advisory say-on-pay voting, we have adopted annual frequency. |
We encourage shareholders to review the information provided in the Compensation Discussion and Analysis, and associated tables and narrative description, in this proxy statement. We believe that this information demonstrates that our executive compensation program is designed appropriately and provides effective incentives for long-term value creation. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR EXECUTIVE OFFICERS. Revvity • 2024 Proxy Statement 75
| PROPOSAL NO. 4 SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE |
Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, the owner of at least 40 shares of our common stock, has advised us that he plans to introduce the following resolution at the annual meeting of shareholders. In accordance with the rules and regulations of the SEC, the text of Mr. Chevedden’s resolution and supporting statement is printed verbatim from its submission. All statements contained in the shareholder proposal and supporting statement are the sole responsibility of the proponent. SHAREHOLDER PROPOSAL FOR SIMPLE MAJORITY VOTE Proposal 4 – Simple Majority Vote Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. This proposal topic also received overwhelming 98%-support each at the 2023 annual meetings of American Airlines (AAL) and The Carlyle Group (CG). The overwhelming shareholder support for this proposal topic at hundreds of major companies raises the question of why Revvity had not initiated this proposal topic earlier. Please vote yes: Simple Majority Vote – Proposal 4 YOUR COMPANY’S RESPONSE TO SHAREHOLDER PROPOSAL The Board of Directors unanimously recommends that you vote AGAINST this proposal. The Board of Directors (the “board”) believes that this proposal is unnecessary given the small number of matters where a supermajority vote is currently required and given the Company’s existing strong corporate governance practices. Additionally, the board believes implementation of the proposal would not be in the best interests of the Company or our shareholders as the limited supermajority voting requirements in place are protective of shareholders and the Company. Accordingly, the board recommends that shareholders vote against this proposal. 76 Revvity • 2024 Proxy Statement
Existing Supermajority Voting Requirements Apply in Limited Circumstances and Protect Shareholder Interests. A simple majority vote requirement already applies to most matters submitted to a vote of our shareholders, with limited exceptions set out in the Company’s Restated Articles of Organization (the “Articles of Organization”) and the Company’s Amended and Restated By-Laws (the “By-Laws”). Under the Articles of Organization and By-Laws, the vote of two-thirds of each class of stock outstanding and entitled to vote, or a supermajority vote, is required for a limited number of matters, including the removal of a director, amendments to the By-Laws and to approve the merger or consolidation of the Company with or into another corporation. In the view of the board, important corporate governance objectives are best served by a higher voting requirement in these limited circumstances, which include: Broad Shareholder Consensus: The board believes that these limited fundamental changes to corporate governance should have the support of a broad consensus of our shareholders. The board also believes that the supermajority vote requirements protect shareholders, particularly minority shareholders, from the potentially self-interested actions of short-term investors. If the proposal were implemented, significant changes could be approved by less than half of our outstanding shareholders in situations of low voter turnout or significant abstentions. For example, if the simple majority voting standard was adopted as proposed and only 50.1% of the shares outstanding are present at an annual or special meeting, shareholders constituting as little as 25.1% of the outstanding voting power, a very small group of shareholders, could approve fundamental changes to corporate governance that are not in the best interests of our Company and that are opposed by potentially more than half of the remaining shareholders. While a majority of shares outstanding threshold might address this concern to a degree, the board believes that the current supermajority standard in limited circumstances is preferable since it encourages our large shareholders to consider the interests of all the Company’s shareholders. Fiduciary Duty: The board is subject to fiduciary duties under Massachusetts law to act on a fully informed basis and in a manner that it believes to be in the best interests of the Company and all of its shareholders. Shareholders, however, do not have the same fiduciary duties. As a result, shareholders may act in their own self-interests to the detriment of other shareholders. Accordingly, the board believes the supermajority voting requirements are necessary to safeguard the long-term interests of our Company and our shareholders. Protection Against Certain Takeovers: Our supermajority voting requirements further protect our shareholders by encouraging persons or firms making unsolicited takeover proposals to negotiate directly with the board with respect to all matters of corporate governance. Ten of the eleven directors on the board of directors are independent under NYSE rules. Accordingly, we believe that the board is in the best position to evaluate proposed offers, to review the adequacy and fairness of proposed offers, and to consider alternatives and to protect shareholders against abusive tactics during a takeover process, and as appropriate, to negotiate the best possible return on behalf of all shareholders. The shareholder proposal to eliminate these supermajority voting requirements may make it more difficult for the board to preserve and maximize value for all shareholders in the event of an unsolicited takeover bid. The Board of Directors Has Demonstrated a Strong Commitment to Corporate Governance Best Practices. The board is committed to good corporate governance practices and believes that this proposal should be evaluated in the context of such commitment, which is evidenced by the following practices: Directors are elected annually by a majority of the votes cast in uncontested elections and by a plurality of the votes cast in contested elections. Revvity • 2024 Proxy Statement 77
The board is comprised of a substantial majority of independent directors (10 of 11 directors are independent), and only independent directors serve on the board’s committees. The board holds executive sessions of the independent directors preceding or following each regularly scheduled board meeting. | • | | The board has a Non-Executive Chairman. The separation of the roles of Non-Executive Chairman and Chief Executive Officer encourages a greater role for the independent directors in the Compensation Discussionoversight of the Company and Analysis,in their representation of shareholders’ interests. |
| • | | The board includes a range of tenures to balance fresh perspectives with in-depth experience and associated tables and narrative description, in this proxy statement. We believe that this information demonstrates that our executive compensation program is designed appropriately and provides effective incentives for long-term value creation.knowledge about the Company. |
We conduct proactive year-round engagement with shareholders, providing them the opportunity to raise important matters outside the annual meeting process. Our nominating and corporate governance committee regularly reviews corporate governance developments and recommends appropriate changes to our board. Consistent with its current practice, the board will continue to consider whether changes to the Articles of Organization and By-Laws are appropriate and in the best interests of the shareholders and the Company. In this case, the board believes that implementation of this proposal would adversely impact our carefully considered corporate governance practices. For all of these reasons, the board believes the proposal is neither necessary nor in the best interests of the Company and its shareholders. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” THIS SHAREHOLDER PROPOSAL. 78 Revvity • 2024 Proxy Statement
| OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL,
ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR EXECUTIVE OFFICERS. OTHER MATTERS
72 PerkinElmer • 2021 Proxy Statement
Our board of directors does not know of any other business to be presented for consideration at the meeting other than that described above. However, if any other business should come before the meeting, it is the intention of the persons named in the proxy to vote, or otherwise act, in accordance with their judgment on such matters. OTHER MATTERS
| DELINQUENT SECTION 16(a) REPORTS |
Section 16(a) of the Exchange Act requires our directors, officers and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in beneficial ownership. Directors, officers and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish us with copies of all such reports. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that for fiscal 2023 all required reports were filed on a timely basis under Section 16(a), except that due to administrative error, the following reports were not submitted on behalf of Ms. Anita Gonzales on a timely basis: Form 3, which was subsequently filed on June 16, 2023; Form 4 reporting the disposition of 149 shares of our common stock on September 15, 2023, which was subsequently filed on January 26, 2024; and Form 4 reporting the grant of 248 restricted stock units and 706 stock options for our common stock on December 15, 2023, which was subsequently filed on December 28, 2023. | SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING OF SHAREHOLDERS |
In order to be considered for addition to the agenda for the 2025 annual meeting of shareholders, and to be included in our proxy statement and form of proxy in accordance with Rule 14a-8 under the Exchange Act, shareholder proposals should be addressed to the Secretary of Revvity, and must be received at our corporate offices at 940 Winter Street, Waltham, Massachusetts 02451 no later than November 13, 2024. Shareholders who wish to nominate a director for election at the 2025 annual meeting, or who wish to present a proposal at the 2025 annual meeting, other than a proposal that will be included in our proxy materials, should send notice to Revvity by February 7, 2025, or such nomination or proposal, as the case may be, will not be timely. If our annual meeting is held earlier than April 3, 2025 or has not been held by June 22, 2025, then shareholders should send notice to us no later than the 75th day before the annual meeting, or the seventh day after the day notice of the date of the meeting is mailed or made public, whichever occurs first. Under Massachusetts law, an item may not be brought before our shareholders at a meeting unless it appears in the notice of meeting. If a shareholder makes a timely notification and a matter is properly brought before the 2025 annual meeting, the people we name as proxies may still exercise discretionary voting authority under circumstances consistent with the proxy rules of the Securities and Exchange Commission. Our By-laws also permit a shareholder, or group of up to 20 shareholders, who have owned continuously for at least three years a number of our shares that constitutes at least 3% of the voting power of our outstanding shares, to nominate and include in our proxy materials for the 2025 annual meeting, director nominees constituting up to the greater of two individuals or 20% of our board of Revvity • 2024 Proxy Statement 79
directors, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in our By-laws. In order to be timely under our By-laws, notice of such a “proxy access” nomination for the 2025 annual meeting must be received in writing by the Secretary of Revvity at our corporate offices at 940 Winter Street, Waltham, Massachusetts 02451 no earlier than November 24, 2024 and no later than December 24, 2024; provided that if our annual meeting is held earlier than April 3, 2025 or has not been held by June 22, 2025, then such notice must be received in writing by our Secretary no later than the later of (A) the 120th day before the annual meeting and (B) the seventh day after the day notice of the date of the meeting is mailed or made public, whichever occurs first. | By Order of the Board of Directors, |
Our board of directors does not know of any other business to be presented for consideration at the meeting other than that described above. However, if any other business should come before the meeting, it is the intention of the persons named in the proxy to vote, or otherwise act, in accordance with their judgment on such matters.
| PRAHLAD R. SINGH, PhD President and Chief Executive Officer | |
Waltham, Massachusetts March 13, 2024 | SHAREHOLDER PROPOSALS FOR 2022 ANNUAL
MEETING OF SHAREHOLDERS
80 Revvity • 2024 Proxy Statement
| In order to be considered for addition to the agenda for the 2022 annual meeting of shareholders, and to be included in our proxy statement and form of proxy in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, shareholder proposals should be addressed to the Secretary of PerkinElmer, and must be received at our corporate offices at 940 Winter Street, Waltham, Massachusetts 02451 no later than November 10, 2021.
Shareholders who wish to nominate a director for election at the 2022 annual meeting, or who wish to present a proposal at the 2022 annual meeting, other than a proposal that will be included in our proxy materials, should send notice to PerkinElmer by February 11, 2022, or such nomination or proposal, as the case may be, will not be timely. If our annual meeting is held earlier than April 7, 2022 or has not been held by June 26, 2022, then shareholders should send notice to us no later than the 75th day before the annual meeting, or the seventh day after the day notice of the date of the meeting is mailed or made public, whichever occurs first. Under Massachusetts law, an item may not be brought before our shareholders at a meeting unless it appears in the notice of meeting. If a shareholder makes a timely notification and a matter is properly brought before the 2022 annual meeting, the people we name as proxies may still exercise discretionary voting authority under circumstances consistent with the proxy rules of the Securities and Exchange Commission. RECONCILIATION OF GAAP TO NON-GAAP
Our By-laws also permit a shareholder, or group of up to 20 shareholders, who have owned continuously for at least three years a number of our shares that constitutes at least 3% of the voting power of our outstanding shares, to nominate and include in our proxy materials for the 2022 annual meeting, director nominees constituting up to the greater of two individuals or 20% of our board of directors, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in our By-laws. In order to be timely under our By-laws, notice of such a “proxy access” nomination for the 2022 annual meeting must be received in writing by the Secretary of PerkinElmer at our corporate offices at 940 Winter Street, Waltham, Massachusetts 02451 no earlier than November 28, 2021 and no later than December 28, 2021; provided that if our annual meeting is held earlier than April 7, 2022 or has not been held by June 26, 2022, then such notice must be received in writing by our Secretary no later than the later of (A) the 120th day before the annual meeting and (B) the seventh day after the day notice of the date of the meeting is mailed or made public, whichever occurs first. FINANCIAL MEASURES
| By Order of the Board of Directors,
|
| PRAHLAD R. SINGH, PhD
President and Chief Executive Officer
|
Waltham, Massachusetts
March 10, 2021
PerkinElmer • 2021 Proxy Statement 73
|
Explanation of Non-GAAP Financial Measures | RECONCILIATION OF GAAP TO NON-GAAP
FINANCIAL MEASURES
|
Explanation of Non-GAAP Financial Measures
We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash or non-recurring items which result from facts and circumstances that vary in frequency and impact on continuing operations. Accordingly, we present non-GAAP financial measures as a supplement to the financial measures we present in accordance with GAAP. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by adjusting for certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. Management believes these non-GAAP
We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash, non-recurring or other items which result from facts and circumstances that vary in frequency and impact on continuing operations. Accordingly, we present non-GAAP financial measures as a supplement to the financial measures we present in accordance with GAAP. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by adjusting for certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. Management believes these non-GAAP financial measures provide additional means of evaluating period-over-period operating performance. In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance, and comparing this performance to our peers and competitors. We use the term “adjusted revenue” to refer to GAAP revenue, including purchase accounting adjustments for revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules. We use the related term “adjusted revenue growth” to refer to the measure of comparing current period adjusted revenue with the corresponding period of the prior year.
We use the term “organic revenue” to refer to GAAP revenue, excluding the effect of foreign currency changes and including acquisitions growth from the comparable prior period, and including purchase accounting adjustments for revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules. We also exclude the impact of sales from divested businesses by deducting the effects of divested business revenue from the current and prior periods. We use the related term “organic revenue growth” to refer to the measure of comparing current period organic revenue with the corresponding period of the prior year.
We use the term “adjusted earnings per share,” or “adjusted EPS,” to refer to GAAP earnings per share, including revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules, and excluding discontinued operations, amortization of intangible assets, debt extinguishment costs, other purchase accounting adjustments, acquisition and divestiture-related expenses, significant litigation matters and settlements, significant environmental charges, changes in the value of financial securities, disposition of businesses and assets, net, changes in foreign exchange and interest associated with acquisitions and divestitures, asset impairments and restructuring and other charges. We also exclude adjustments for mark-to-market accounting on post-retirement benefits, therefore only our projected costs have been used to calculate this non-GAAP measure. We also adjust for any tax impact related to the above items and exclude the impact of significant tax events. Management includes or excludes the effect of each of the items identified below in the applicable non-GAAP financial measure referenced above for the reasons set forth below with respect to that item: | • | | Amortization of intangible assets debt extinguishment costs, other purchase accounting adjustments, acquisition and divestiture-related expenses, acceleration of executive compensation, significant litigation matters and settlements, significant environmental charges, changes in the value of financial securities, disposition of businesses and assets, net, asset impairments and restructuring and other charges. We also exclude adjustments for mark-to-market accounting on post-retirement benefits, therefore only our projected costs have been used to calculate this non-GAAP measure. We also adjust for any tax impact related to the above items and exclude the impact of significant tax events. Management includes or excludes the effect of each of the items identified below in the applicable non-GAAP financial measure referenced above for the reasons set forth below with respect to that item:
| • | | Amortization of intangible assets—purchased intangible assets are amortized over their estimated useful lives and generally cannot be changed or influenced by management after the acquisition. Accordingly, this item is not considered by management in making operating decisions. Management does not believe such charges accurately reflect the performance of our ongoing operations for the period in which such charges are incurred.
|
| • | | PerkinElmer • 2021 Proxy Statement A-1
| • | | Debt extinguishment costs—we incur costs and income related to the extinguishment of debt, including make-whole payments to debt holders, accelerated amortization of debt fees and discounts, and expense or income from hedges to lock in make-whole payments. We exclude the impact of these items from our non-GAAPDebt extinguishment costs—we incur costs and income related to the extinguishment of debt, including make-whole payments to debt holders, accelerated amortization of debt fees and discounts, and expense or income from hedges to lock in make-whole payments. We exclude the impact of these items from our non-GAAP measures because we believe they do not reflect the performance of our ongoing operations.
|
| • | | Revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules—accounting rules require us to account for the fair value of revenue from contracts assumed in connection with our acquisitions. As a result, our GAAP results reflect the |
| • | | Revenue from contracts acquired in acquisitions that will not be fully recognized due to accounting rules—accounting rules require us to account for the fair value of revenue from contracts assumed in connection with our acquisitions. As a result, our GAAP results reflect the fair value of those revenues, which is not the same as the revenue which otherwise would have been recorded by the acquired entity. We include such revenue in our non-GAAP
Revvity • 2024 Proxy Statement A-1
| fair value of those revenues, which is not the same as the revenue which otherwise would have been recorded by the acquired entity. We include such revenue in our non-GAAP measures because we believe the fair value of such revenue does not accurately reflect the performance of our ongoing operations for the period in which such revenue is recorded. |
|
| • | | Other purchase accounting adjustments—accounting rules require us to adjust various balance sheet accounts, including inventory, fixed assets and deferred rent balances to fair value at the time of the acquisition. As a result, the expenses for these items in our GAAP results are not the same as what would have been recorded by the acquired entity. Accounting rules also require us to estimate the fair value of contingent consideration at the time of the acquisition, and any subsequent changes to the estimate or payment of the contingent consideration and purchase accounting adjustments are charged to expense or income. We exclude the impact of any changes to contingent consideration from our non-GAAP measures because we believe these expenses or benefits do not accurately reflect the performance of our ongoing operations for the period in which such expenses or benefits are recorded. | • | | Other purchase accounting adjustments—accounting rules require us to adjust various balance sheet accounts, including inventory and deferred rent balances to fair value at the time of the acquisition. As a result, the expenses for these items in our GAAP results are not the same as what would have been recorded by the acquired entity. Accounting rules also require us to estimate the fair value of contingent consideration at the time of the acquisition, and any subsequent changes to the estimate or payment of the contingent consideration and purchase accounting adjustments are charged to expense or income. We exclude the impact of any changes to contingent consideration from our non-GAAP measures because we believe these expenses or benefits do not accurately reflect the performance of our ongoing operations for the period in which such expenses or benefits are recorded.
|
|
| • | | Acquisition and divestiture-related expenses—we incur legal, due diligence, stay bonuses, incentive awards, stock-based compensation, interest, foreign exchange gains and losses, integration expenses, rebranding expenses and other costs related to acquisitions and divestitures. We exclude these expenses from our non-GAAP measures because we believe they do not reflect the performance of our ongoing operations. | • | | Acquisition and divestiture-related expenses—we incur legal, due diligence, stay bonuses, interest expense, foreign exchange gains and losses, significant acquisition integration expenses and other costs related to acquisitions and divestitures. We exclude these expenses from our non-GAAP measures because we believe they do not reflect the performance of our ongoing operations.
|
|
| • | | Asset impairments—we incur expense related to asset impairments. Management does not believe such charges accurately reflect the performance of our ongoing operations for the periods in which such charges were incurred. | • | | Asset impairments—we incur expense related to asset impairments. Management does not believe such charges accurately reflect the performance of our ongoing operations for the periods in which such charges were incurred.
|
|
| • | | Restructuring and other charges—restructuring and other charges consist of employee severance and other exit costs, the cost of terminating certain lease agreements or contracts, as well as costs associated with relocating facilities. Management does not believe such costs accurately reflect the performance of our ongoing operations for the period in which such costs are reported. | • | | Acceleration of executive compensation—the announced retirement of a senior executive resulted in an acceleration of compensation expense. We exclude these expenses from our non-GAAP measures because we believe they do not reflect the performance of our ongoing operations.
|
|
| • | | Adjustments for mark-to-market accounting on post-retirement benefits—we exclude adjustments for mark-to-market accounting on post-retirement benefits, therefore only our projected costs have been used to calculate our non-GAAP measures. We exclude these adjustments because they do not represent what we believe our investors consider to be costs of producing our products, investments in technology and production, and costs to support our internal operating structure. | • | | Restructuring and other charges—restructuring and other charges consist of employee severance and other exit costs, the cost of terminating certain lease agreements or contracts, as well as costs associated with relocating facilities. Management does not believe such costs accurately reflect the performance of our ongoing operations for the period in which such costs are reported.
|
|
| • | | | • | | Adjustments for mark-to-market accounting on post-retirement benefits—we exclude adjustments for mark-to-market accounting on post-retirement benefits, therefore only our projected costs have been used to calculate our non-GAAP measures. We exclude these adjustments because they do not represent what we believe our investors consider to be costs of producing our products, investments in technology and production, and costs to support our internal operating structure.
|
| • | | Significant litigation matters and settlementsSignificant litigation matters and settlements—we incur expenses related to significant litigation matters, including the costs to settle or resolve various claims and legal proceedings. Management does not believe such charges accurately reflect the performance of our ongoing operations for the periods in which such charges were incurred.
|
| • | | A-2 PerkinElmer Significant environmental charges—we incur expenses related to significant environmental charges. Management does not believe such charges accurately reflect the performance of our ongoing operations for the periods in which such charges were incurred.
|
| •2021 Proxy Statement | | Disposition of businesses and assets, net—we exclude the impact of gains or losses from the disposition of businesses and assets from our adjusted earnings per share. Management does not believe such gains or losses accurately reflect the performance of our ongoing operations for the period in which such gains or losses are reported. |
| • | |
| • | | Significant environmental charges—we incur expenses related to significant environmental charges. Management does not believe such charges accurately reflect the performance of our ongoing operations for the periods in which such charges were incurred.
|
| • | | Disposition of businesses and assets, net—we exclude the impact of gains and losses from the disposition of businesses and assets from our adjusted earnings per share. Management does not believe such gains or losses accurately reflect the performance of our ongoing operations for the period in which such gains or losses are reported.
|
| • | | Impact of foreign currency changes on the current periodImpact of foreign currency changes on the current period—we exclude the impact of foreign currency associated with acquisitions and divestitures from these measures by using the prior period’s foreign currency exchange rates for the current period because foreign currency exchange rates are subject to volatility and can obscure underlying trends.
|
| • | | Impact of significant tax events
A-2 Revvity • 2024 Proxy Statement
| • | | Impact of significant tax items—we exclude the impact of significant tax events, such as the Tax Cuts and Jobs Act of 2017. Management does not believe the impact of significant tax events accurately reflects the performance of our ongoing operations for the periods in which the impact of such events was recorded. |
| • | | Changes in value of financial securities—we exclude the impact of changes in the value of financial securities. Management does not believe such gains or losses accurately reflect the performance of our ongoing operations for the period in which such gains or losses are reported.
|
# # #
The tax effect for discontinued operations is calculated based on the authoritative guidance in the Financial Accounting Standards Board’s Accounting Standards Codification 740, Income Taxes. The tax effect for amortization of intangible assets, inventory fair value adjustments related to business acquisitions, changes to the fair values assigned to contingent consideration, debt extinguishment costs, other costs related to business acquisitions and divestitures, acceleration of executive compensation, significant litigation matters, significant environmental charges, changes in the fair value of financial securities, adjustments for mark-to-market accounting on post-retirement benefits, disposition of businesses and assets, net, asset impairments, restructuring and other charges, and the revenue from contracts acquired with various acquisitions is calculated based on operational results and applicable jurisdictional law, which contemplates tax rates currently in effect to determine our tax provision. The tax effect for the impact from foreign currency exchange rates on the current period is calculated based on the average rate currently in effect to determine our tax provision.
The non-GAAP financial measures described above are not meant to be considered superior to, or a substitute for, our financial statements prepared in accordance with GAAP. There are material limitations associated with non-GAAP financial measures because they exclude charges that have an effect on our reported results and, therefore, should not be relied upon as the sole financial measures by which to evaluate our financial results. Management compensates and believes that investors should compensate for these limitations by viewing the non-GAAP financial measures in conjunction with the GAAP financial measures. In addition, the non-GAAP financial measures included in this proxy statement may be different from, and therefore may not be comparable to, similar measures used by other companies.
Each of the non-GAAP financial measures listed above is also used by our management to evaluate our operating performance, communicate our financial results to our Board of Directors, benchmark our results against our historical performance and the performance of our peers, evaluate investment opportunities including acquisitions and discontinuedongoing operations and determinefor the bonus payments for senior management and employees.
PerkinElmer • 2021 Proxy Statement A-3
Reconciliationperiods in which the impact of Non-GAAP Financial Measures
A tabular reconciliation of the non-GAAP financial measures listed above to the most comparable GAAP financial measures is set forth here:
| | | | | | | | | | | | | | | Twelve Months Ended | | | | | | January 3, 2021 | | December 29, 2019 | | | | Adjusted Revenue (in billions): | | | | | | | | | | | | | | Reported revenue | | | $ | 3.78 | | | | $ | 2.88 | | | | | Reported revenue growth | | | | 31 | % | | | | | | | | | Purchase accounting adjustments | | | | 0.00 | | | | | 0.00 | | | | | | | | | | | | | | | | Adjusted revenue | | | $ | 3.78 | | | | $ | 2.88 | | | | | | | | | | | | | | | | Adjusted revenue growth | | | | 31 | % | | | | | |
| | | | | | | | | | | | | | | Twelve Months Ended | | | | | | January 3, 2021 | | December 29, 2019 | | | | Adjusted EPS (1): | | | | | | | | | | | | | | GAAP EPS | | | $ | 6.49 | | | | $ | 2.04 | | | | | Discontinued operations, net of income taxes | | | | (0.00 | ) | | | | (0.00 | ) | | | | | | | | | | | | | | | GAAP EPS from continuing operations | | | | 6.50 | | | | | 2.04 | | | | | GAAP EPS from continuing operations growth | | | | 219 | % | | | | | | | | | Amortization of intangible assets | | | | 1.72 | | | | | 1.47 | | | | | Debt extinguishment costs | | | | — | | | | | 0.29 | | | | | Purchase accounting adjustments | | | | (0.04 | ) | | | | 0.24 | | | | | Acquisition and divestiture-related costs | | | | 0.08 | | | | | 0.06 | | | | | Change in fair value of financial securities | | | | (0.00 | ) | | | | (0.03 | ) | | | | Acceleration of executive compensation | | | | — | | | | | 0.07 | | | | | Significant litigation matters and settlements | | | | 0.06 | | | | | 0.02 | | | | | Significant environmental matters | | | | 0.05 | | | | | — | | | | | Disposition of businesses and assets, net | | | | — | | | | | 0.02 | | | | | Mark to market on postretirement benefits | | | | 0.23 | | | | | 0.28 | | | | | Restructuring and other, net | | | | 0.07 | | | | | 0.26 | | | | | Asset impairment | | | | 0.07 | | | | | — | | | | | Tax on above items | | | | (0.57 | ) | | | | (0.65 | ) | | | | Impact of tax act | | | | — | | | | | 0.02 | | | | | Significant tax items | | | | 0.14 | | | | | — | | | | | | | | | | | | | | | | Adjusted EPS | | | $ | 8.30 | | | | $ | 4.10 | | | | | | | | | | | | | | | | Adjusted EPS growth | | | | 102 | % | | | | | |
A-4 PerkinElmer • 2021 Proxy Statement
| | | | | | | | | | Twelve months ended
January 3, 2021
| | | Organic revenue growth:
| | | | | | | | Reported revenue growth
| | | | 31 | % | | | Less: effect of foreign exchange rates
| | | | 0 | % | | | Less: effect of acquisitions including purchase accounting adjustments and impact of divested businesses
| | | | 2 | % | | | | | | | | | Organic revenue growth
| | | | 29 | % | | | | | | |
(1) | Amounts may not sum due to rounding.such events was recorded.
|
| • | | PerkinElmer • 2021 Proxy Statement A-5
PerkinElmer® is a registered trademarkChanges in value of PerkinElmer, Inc.
| | | | | FORM OF PROXY CARD | | APPENDIX B |
PERKINELMER, INC.
940 WINTER STREET
WALTHAM, MA 02451
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Usefinancial securities—we exclude the Internet to transmit your voting instructions and for electronic deliveryimpact of information. Vote by 11:59 P.M. Eastern Time on April 26, 2021 for shares held directly and by 11:59 P.M. Eastern Time on April 22, 2021 for shares held in a Plan. 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/PKI2021
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printedchanges in the box marked byvalue of financial securities. Management does not believe such gains or losses accurately reflect the arrow available and followperformance of our ongoing operations for the instructions.period in which such gains or losses are reported.
|
# # # The tax effect for discontinued operations is calculated based on the authoritative guidance in the Financial Accounting Standards Board’s Accounting Standards Codification 740, Income Taxes. The tax effect for amortization of intangible assets, inventory fair value adjustments related to business acquisitions, changes to the fair values assigned to contingent consideration, debt extinguishment costs, other costs related to business acquisitions and divestitures, significant litigation matters and settlements, significant environmental charges, changes in the fair value of financial securities, adjustments for mark-to-market accounting on post-retirement benefits, disposition of businesses and assets, net, asset impairments, restructuring and other charges, and the revenue from contracts acquired with various acquisitions is calculated based on operational results and applicable jurisdictional law, which contemplates tax rates currently in effect to determine our tax provision. The tax effect for the impact from foreign currency exchange rates on the current period is calculated based on the average rate currently in effect to determine our tax provision. The non-GAAP financial measures described above are not meant to be considered superior to, or a substitute for, our financial statements prepared in accordance with GAAP. There are material limitations associated with non-GAAP financial measures because they exclude charges that have an effect on our reported results and, therefore, should not be relied upon as the sole financial measures by which to evaluate our financial results. Management compensates and believes that investors should compensate for these limitations by viewing the non-GAAP financial measures in conjunction with the GAAP financial measures. In addition, the non-GAAP financial measures included in this proxy statement may be different from, and therefore may not be comparable to, similar measures used by other companies. Each of the non-GAAP financial measures listed above is also used by our management to evaluate our operating performance, communicate our financial results to our Board of Directors, benchmark our results against our historical performance and the performance of our peers, evaluate investment opportunities including acquisitions and discontinued operations, and determine the bonus payments for senior management and employees. Revvity • 2024 Proxy Statement A-3
Reconciliation of Non-GAAP Financial Measures A tabular reconciliation of the non-GAAP financial measures listed above to the most comparable GAAP financial measures is set forth here: | | | | | | | | | | | | | | | Twelve Months Ended | | | | | | December 31, 2023 | | January 1, 2023 | | | | Combined adjusted EPS (1): | | | | | | | | | | | | | | GAAP EPS | | | $ | 5.55 | | | | $ | 4.50 | | | | | Discontinued operations, net of income taxes | | | | (4.11 | ) | | | | (0.45 | ) | | | | | | | | | | | | | | | GAAP EPS from continuing operations | | | | 1.44 | | | | | 4.06 | | | | | Amortization of intangible assets | | | | 2.93 | | | | | 2.93 | | | | | Debt extinguishment costs | | | | (0.03 | ) | | | | (0.02 | ) | | | | Purchase accounting adjustments | | | | 0.05 | | | | | 0.36 | | | | | Acquisition and divestiture-related costs | | | | 0.71 | | | | | 0.32 | | | | | Change in fair value of financial securities | | | | 0.27 | | | | | 0.12 | | | | | Significant litigation matters and settlements | | | | 0.00 | | | | | (0.00 | ) | | | | Significant environmental matters | | | | 0.02 | | | | | — | | | | | Disposition of businesses and assets, net | | | | — | | | | | (0.02 | ) | | | | Mark to market on post-retirement benefits | | | | 0.08 | | | | | (0.18 | ) | | | | Restructuring and other, net | | | | 0.21 | | | | | 0.11 | | | | | Tax on above items | | | | (1.02 | ) | | | | (0.84 | ) | | | | Significant tax items | | | | (0.01 | ) | | | | 0.10 | | | | | | | | | | | | | | | | Adjusted EPS from continuing operations | | | $ | 4.65 | | | | $ | 6.92 | | | | | | | | | | | | |
(1) | Amounts may not sum due to rounding. |
A-4 Revvity • 2024 Proxy Statement
| | | | | FORM OF PROXY CARD | | APPENDIX B |
REVVITY, INC. 940 WINTER STREET WALTHAM, MA 02451 | | | | | | | SCAN TO VIEW MATERIALS & VOTE BY PHONE - 1-800-690-6903 | | Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on April 26, 2021 for shares held directly and by 11:59 P.M. Eastern Time on April 22, 2021
|
VOTE BY INTERNET Before The Meeting - Go towww.proxyvote.comor scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on April 22, 2024 for shares held directly and by 11:59 P.M. Eastern Time on April 18, 2024 for shares held in a Plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/RVTY2024 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 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on April 22, 2024 for shares held directly and by 11:59 P.M. Eastern Time on April 18, 2024 for shares held in a Plan. 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: KEEP THIS PORTION FOR YOUR RECORDS D32391-P50171-Z79202D67484-P66829-Z81838
DETACH AND RETURN THIS PORTION ONLY | | | | | | | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | PERKINELMER,
REVVITY, INC. The Board of Directors recommends you vote FOR the following: | | | | |
| | | | | | | | | | | | 1. | | To elect eightten nominees for director for terms of one year each: Nominees: | | For | | Against | | Abstain | | | | | | 1a. | | Peter Barrett, PhD | | ☐ | | ☐ | | ☐ | | | | | | 1b. | | Samuel R. Chapin | | ☐ | | ☐ | | ☐ | | | | | | 1c. | | Sylvie Grégoire, PharmDMichael A. Klobuchar | | ☐ | | ☐ | | ☐ | | | | | | 1d. | | Michelle McMurry-Heath, MD, PhD | | ☐ | | ☐ | | ☐ | | 1d. | | | | 1e. | | Alexis P. Michas | | ☐ | | ☐ | | ☐ | | | | | | 1e.1f. | | Prahlad R. Singh, PhD | | ☐ | | ☐ | | ☐ | | | | | | 1g. | | Sophie V. Vandebroek, PhD | | ☐ | | ☐ | | ☐ | | 1f. | | | | 1h. | | Michel Vounatsos | | ☐ | | ☐ | | ☐ | | | | | | 1g.1i. | | Frank Witney, PhD | | ☐ | | ☐ | | ☐ | | | | | | 1h.1j. | | Pascale Witz | | ☐ | | ☐ | | ☐ |
| | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR proposals 2 and 3.3, and AGAINST proposal 4. | | For | | Against | | Abstain | | | | | | | | | 2. | | To ratify the selection of Deloitte & Touche LLP as PerkinElmer’sRevvity’s independent registered public accounting firm for the current fiscal year. | | ☐ | | ☐ | | ☐ | | | | | | | | | 3. | | To approve, by non-binding advisory vote, our executive compensation. | | ☐ | | ☐ | | ☐ | | | | | | | | | 4. | | To approve the shareholder proposal regarding simple majority voting, if properly presented at the annual meeting. | | ☐ | | ☐ | | ☐ | | |
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. NOTE:The proxies are authorized to vote, in their discretion, upon such other business as may properly come before the meeting or any adjournment or postponement thereof. | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | |
| | | | | | | | | | Signature (Joint Owners) | | Date | | |
B-1
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. | D32392-P50171-Z79202D67485-P66829-Z81838 |
PERKINELMER,REVVITY, INC.
Annual Meeting of Shareholders April 27, 202123, 2024 8:00 AM This proxy is solicited by the Board of Directors The undersigned hereby appoints Prahlad R. Singh and Joel S. Goldberg, and each of them, proxies with power of substitution to vote, as indicated herein, for and on behalf of the undersigned at the Annual Meeting of Shareholders of PerkinElmer,Revvity, Inc. (“the Company”), to be held on a virtual basis on Tuesday, April 27, 2021,23, 2024, at 8:00 AM, and at any adjournment or postponement thereof, and, in their discretion, upon any other matters that may properly come before said Meeting, hereby granting full power and authority to act on behalf of the undersigned at said Meeting. The Annual Meeting will be held virtually and may be accessed by visiting www.virtualshareholdermeeting.com/PKI2021.RVTY2024. This proxy when executed will be voted in the manner directed herein. If no direction is made, this proxy will be voted FOR the election of each of the Directors listed on the reverse side, FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm, and FOR the approval of our executive compensation.compensation, and AGAINST the shareholder proposal for simple majority voting. Continued and to be signed on reverse side B-2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|