Not independent
Tenure on this board
6.8 yrs
Also a director at
Illinois Tool Works Inc (ITW)
12 nominees · 3 ballot items.
Elect 12 directors to the Board; ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026; and approve, on an advisory (non-binding) basis, the compensation of the named executive officers as disclosed in the proxy statement.
Elect the 12 nominees named in the proxy statement to the Board of Directors to hold office until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Ratify the retention of PricewaterhouseCoopers LLP as UL Solutions' independent registered public accounting firm for the fiscal year ending December 31, 2026.
An advisory (non-binding) proposal to approve the compensation of the named executive officers as disclosed in the proxy statement, including the CD&A, the Summary Compensation Table and other related disclosures.
This advisory "say-on-pay" proposal asks stockholders to approve, on a non-binding basis, the compensation paid to UL Solutions’ named executive officers as described in the proxy statement. Management and the HCC Committee are seeking shareholder endorsement to affirm that the Company’s pay programs — which for 2025 included a mix of base salary, a restructured annual incentive (AEIP) emphasizing adjusted EBITDA and revenue, and long-term incentives split between PSUs tied to three-year cumulative revenue and operating income and time-vested RSUs — align executive incentives with financial performance and long-term value creation. The proposal is advisory and not binding on the Board, but the Board and the HCC Committee state they will consider the outcome when setting future compensation. The filing emphasizes pay-for-performance features: a high proportion of variable, at-risk compensation, rigorous performance metrics, use of an independent compensation consultant, clawback provisions, stock ownership guidelines, and double-trigger change-in-control protections. The Company notes a recent history of strong stockholder support (approximately 99.9% in 2025), and management presents the proposal as validation of its compensation philosophy that links pay to adjusted EBITDA, revenue and multi-year operating outcomes. Given UL Solutions’ controlled-company structure (UL Standards & Engagement holds significant voting power), the advisory vote functions primarily as a feedback mechanism rather than a constraint; nonetheless, a negative vote would signal investor concern and the HCC Committee has signaled it would review and consider stockholder feedback. From a governance perspective, the proposal should be evaluated in light of the compensation plan mechanics (payout curves, weighting of PSU/RSU/AEIP), oversight by the HCC Committee, and the Company’s disclosure of risk-mitigation measures. Investors assessing the proposal should weigh the non-binding nature of the vote, the alignment of metrics with investor priorities (profitability and growth), the robust compensation governance features disclosed, and the broader context of the Company’s recent financial performance and controlled-shareholder arrangements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 3.6% | 7,285,895 | $624M |
| 2 | Capital International Investors | 3.0% | 6,074,266 | $521M |
| 3 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 2.3% | 4,580,852 | $393M |
| 4 | Capital Research Global Investors | 1.8% | 3,653,938 | $313M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 3,456,747 | $296M |
| 6 | BlackRock, Inc. | 1.7% | 3,393,863 | $291M |
| 7 | Durable Capital Partners LP | 1.6% | 3,291,516 | $282M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.5% | 3,085,275 | $264M |
| 9 | JANUS HENDERSON GROUP PLC | 1.3% | 2,716,296 | $233M |
| 10 | BESSEMER GROUP INC | 0.9% | 1,775,110 | $152M |
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