SEC Form DEF 14A filed by UL Solutions Inc.

A Message from our Chair

Dear fellow stockholders,

As Chair of the Board of Directors, I am proud to report that 2024 was one of the most successful — and important — years in the history of UL Solutions. We had many pivotal accomplishments as we pushed forward with our mission of working for a safer world.

UL Solutions emerged from 2024 uniquely positioned as a global safety leader poised to address today’s safety risks and concerns, with a healthy balance sheet and clear financial momentum.

This company and our mission are particularly special to me, and it is personally gratifying that our impact and results are so meaningful to broader society. Our UL Mark appears on billions of products and is synonymous with trust. This is a responsibility that we do not take lightly.

I was introduced to what was then Underwriters Laboratories while I was president and CEO of the National Fire Protection Association, an international nonprofit organization dedicated to eliminating harm and loss due to fire, electrical and related hazards. I was impressed by their active collaboration and engagement with the Safety industry.

In light of their collaborative nature, I was honored to join their board of trustees in 2009. Over the course of my 15-plus years with the organization, it has been my privilege to see it grow into what it is today, the UL enterprise made up of three distinct organizations — UL Research Institutes (ULRI), UL Standards and Engagement (ULSE) and UL Solutions — all committed to working for a safer world.

At UL Solutions, we perform testing, inspection and certification services according to various standards and other requirements, including those developed by ULSE. The standards developed by ULSE are in part informed by the invaluable research of ULRI.

A clear and powerful example is our collective work with micromobility equipment powered by lithium-ion batteries, like e-bikes and e-scooters. They are a convenient, climate-friendly transportation option, but a failure to meet product safety standards sparked a safety crisis. As they gained popularity, New York City, for example, reportedly experienced more than 600 micromobility fires from 2021 to 2023, resulting in 29 fatalities. A ULSE-sponsored analysis found e-mobility fires cost the city $518.6 million in loss and damages from 2019 to 2023.

Seeing this serious safety crisis unfolding, ULRI conducted research concerning ways to improve the safety of the lithium-ion batteries which in turn helped inform new safety standards that were ultimately published by ULSE. Today, in certain jurisdictions such as New York City, these lithium-ion batteries must be tested to the standard published by ULSE. UL Solutions is proud to provide testing and certification services according to this new standard, turning the safety research into life-saving action.

Our legacy dates back to 1894, when electricity was just entering homes and businesses. The company was founded to make those first uses of electricity safe. We have now come full circle in this period of “the electrification of everything,” and our work ensuring safety to help advance technology is even more urgent than it was at our beginning. I have seen firsthand the impact that UL Solutions continues to have.

Being a publicly traded company raises our profile and enables us to move forward with our mission with greater innovation, relevance and speed. Look at the list of accomplishments that our President and CEO Jennifer Scanlon presents. You will see that the important work continues.

I am immensely proud of UL Solutions’ results in 2024 and, as we look ahead, our position to help address safety in today’s innovations that are changing our world.

		Sincerely,     James M. Shannon Chair of the Board of Directors

A Message from our CEO

Dear UL Solutions stockholders,

Looking back, 2024 — our first year as a public company — will go down as one of the most transformative years in the 130-year history of UL Solutions. We completed our oversubscribed IPO in April, a momentous success for UL Solutions. Fewer than six months later we completed a follow-on offering in September. With this backdrop, we delivered strong growth and expanded profitability. We made strategic acquisitions. We opened critical testing laboratories and added key testing capabilities. Our team members have a lot to be proud of.

But most importantly — just like the century before — we continued delivering on our mission of working for a safer world. This enduring commitment to our mission is made possible by our more than 15,000 talented and dedicated employees all over the world who help us serve over 80,000 customers in more than 110 countries.

Our business is being driven by key megatrends — including the electrification of everything, the need for more sustainable energy sources and products, the transformation of the physical to the digital and demand for transparency across supply chains. These megatrends are fueling tremendous innovation and strong demand for our industry-leading services.

These trends are dynamic, and where there is change, we are right there with our customers, innovating and investing in laboratories, people and services. We pivot. We meet our customers where they are. We remain as relevant as ever as we meet the technology-driven needs of the 21st century.

I am incredibly proud of our many achievements in 2024.

While we’ve achieved remarkable results, in many ways, we’re just getting started. We stand on the shoulders of generations of safety scientists who have made the world a better place, and we carry that legacy forward with pride.

Right now, we believe we’re entering 2025 in an even stronger position than when we began our public company journey.

I’m looking forward to sharing more details with you at our Annual Meeting on May 20, 2025 at 8:00 a.m. Central Time through a virtual web conference at www.virtualshareholdermeeting.com/ULS2025.

With that, I would like to thank each and every one of you for your confidence in UL Solutions and our safety mission.

We’re glad you decided to take a walk on the safe side with us.

		Sincerely,     Jennifer F. Scanlon President and Chief Executive Officer

This proxy statement is dated April 3, 2025 and is first being made available to stockholders on April 3, 2025.

NOTICE OF

2025 Annual Meeting of Stockholders

333 Pfingsten Rd

Northbrook, Illinois 60062

Items to be Voted On:

How to Vote:

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. VOTING NOW VIA PROXY WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING.

Our Board has fixed the close of business on March 26, 2025 as the Record Date for determining holders of our Class A common stock and Class B common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.

By Order of the Board,

		Sincerely,     Nick Linn Vice President, Interim Chief Legal Officer and Corporate Secretary April 3, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 20, 2025

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials to certain of our stockholders. This notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.

Table of contents

		2025 Proxy Statement | i

2025 Proxy Statement Summary

Your proxy is being solicited on behalf of the Board of Directors (“Board”) of UL Solutions Inc. (“UL Solutions,” the “Company,” “we,” “us” or “our”) to vote at the 2025 Annual Meeting of Stockholders (“Annual Meeting”). We are making this Proxy Statement available to stockholders beginning on or about April 3, 2025. This summary represents only selected information. We encourage you to read the entire Proxy Statement before voting. For more complete information regarding the Company’s 2024 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2024.

2025 Annual Meeting of Stockholders

Items to be Voted on

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES OVER THE TELEPHONE, VIA THE INTERNET OR BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD, AS DESCRIBED IN THE PROXY STATEMENT. YOUR PROMPT ATTENTION IS GREATLY APPRECIATED.

		2025 Proxy Statement | 1

Board Composition, Nominations Process and Director Qualifications

Board Composition

Our business and affairs are managed under the direction of our Board. Our Amended and Restated Certificate of Incorporation (“Charter”) provides that our Board will consist of such number of directors as may from time to time be fixed by our Board, subject to the rights of ULSE Inc. (“UL Standards & Engagement”) under a Stockholder Agreement, dated as of April 2, 2024 (the “Stockholder Agreement”) and our Amended and Restated Bylaws (“Bylaws”). Our Board currently consists of 13 members. On February 11, 2025, our Board determined that Francis J. Coyne will not be standing for election at the Annual Meeting in accordance with the director retirement policy contained in our Corporate Governance Guidelines. In addition, on February 11, 2025, Lisa M. Lambert notified our Board that she would not be standing for election at the Annual Meeting. In light of the impending departures of Mr. Coyne and Ms. Lambert, the Board has nominated Vikram U. Kini for election by our stockholders at the Annual Meeting and has resolved to decrease its size to 12 members, effective immediately before the election of directors at the Annual Meeting. In connection with our initial public offering, we entered into the Stockholder Agreement with UL Standards & Engagement, pursuant to which UL Standards & Engagement is entitled to designate certain numbers of our directors, who are reviewed by the Nominating and Corporate Governance Committee (the “Nominating Committee”), until such time as UL Standards & Engagement’s holdings of our common stock is reduced below particular thresholds. Four of our 12 director nominees—James M. Shannon, James P. Dollive, Elisabeth Tørstad and George A. Williams—were designated by UL Standards & Engagement. For additional information on the Stockholder Agreement, see “Corporate Governance—Controlled Company Status,” “Corporate Governance—Certain Rights of UL Standards & Engagement” and “Certain Relationships and Related Party Transactions—Stockholder Agreement with UL Standards & Engagement” below. Subject to our Charter and the terms of the Stockholder Agreement, each director’s term will continue until the annual meeting of the stockholders next held after his or her election and the election and qualification of his or her successor, or his or her earlier death, disqualification, resignation or removal.

Board Experience, Qualifications and Skills

In addition to the minimum qualifications that our Board believes are necessary for all directors, the following matrix highlights some of the key experiences, qualifications or skills that the Nominating Committee considered when recommending directors nominees and that the full Board considered when making nominations, because of their particular relevance to our business and structure. The following matrix does not encompass all the experiences, skills, and expertise of our director nominees. Our Board did not assign specific weights to any of these experiences, qualifications or skills. The absence of a mark for an experience, qualification or skill does not necessarily mean that the nominee does not possess that experience, qualification or skill; it only means that when the Board considered that nominee in the overall context of the composition of our Board, that experience, qualification or skill was not a key factor in the determination to nominate that person. Further information on each director nominee’s experiences, qualifications, attributes and skills is provided in the individual biographical descriptions under “Election of Directors”. Francis J. Coyne and Lisa M. Lambert, who have served as members of our Board since 2012 and 2021, respectively, will not be standing for election when their current terms expire, and, thus, are not included in the table below. Board tenures and ages are as of March 26, 2025.

2 | 2025 Proxy Statement

BOARD COMPOSITION, NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

DIRECTORS AND DIRECTOR NOMINEE

1

2

3

4

5

6

7

8

9

10

11

12

Specific Industry Experience: Experience in industries most relevant to the Company’s business, including the following industries:

Testing, Inspection and Certification

●

●

●

●

Professional Services

●

●

●

●

●

●

●

●

Consumer Products

●

●

●

●

●

●

Software as a Service

●

●

●

●

●

Executive Leadership Experience as chief executive officer, chief financial officer, chief operating officer, division head or other executive leadership positions in a major organization

●

●

●

●

●

●

●

●

●

●

●

●

Business Strategy & M&A Experience with strategic business planning activities for a major organization, including strategic capital allocation, initiatives for organic growth and mergers and acquisitions

●

●

●

●

●

●

●

●

●

●

●

●

International Business Experience with business enterprises in global markets, including a strong understanding of geopolitical, economic, cultural, operational, regulatory, and other relevant aspects, and a broad perspective on global market opportunities

●

●

●

●

●

●

●

●

●

●

●

Finance & Accounting Experience in or a strong understanding of accounting, financial reporting or auditing processes and standards and in oversight and management of corporate finance, accounting and audit functions, including internal controls

●

●

●

●

●

●

●

●

●

●

Human Capital Management Experience in or a strong understanding of the management and development of human capital, including recruitment, talent development, retention, executive compensation, culture, diversity, equity and inclusion, and other human capital issues

●

●

●

●

●

●

●

●

●

●

●

Engineering, R&D & Innovation Technical, scientific or engineering knowledge or experience serving in engineering, product or R&D roles or managing such functions, and experience in or a strong understanding of technology trends and driving innovation within a major organization

●

●

●

●

●

●

●

●

●

Technology & Digital Experience in or a strong understanding of information technology, information systems, digital transformation and/or other information technology issues of a major organization

●

●

●

●

●

●

●

●

Cybersecurity & Privacy Experience in or a strong understanding of cybersecurity and/or data privacy issues, including overseeing or managing cybersecurity threats to enterprise operations

●

●

●

●

●

●

●

Risk Oversight & Management Experience in or a strong understanding of the identification, evaluation, and prioritization of risks and the development of comprehensive policies and procedures to effectively mitigate risk and manage compliance

●

●

●

●

●

●

●

●

●

●

●

Government & Stakeholder Relations Experience in or a strong understanding of the workings of government and public policy on a local, state, national and global level and stakeholder strategy and engagement

●

●

●

●

●

●

●

Board Tenure (years)

13

13

13

11

3

5

—

5

2

3

1

1

Age

72

73

64

62

67

69

43

58

63

61

59

63

		2025 Proxy Statement | 3

BOARD COMPOSITION, NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

Board Diversity

Our Nominating Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. Although our Board does not have a formal written diversity policy with respect to the evaluation of director candidates, in its evaluation of director candidates, our Nominating Committee may consider various factors including, without limitation, the candidate’s geographic background and diversity of perspective, including gender, age, race, nationality and ethnicity.

Our proposed Board slate reflects our commitment to diversity. Of the 12 director nominees, four have self-identified as women, two have self-identified as African American or Black, one has self-identified as Asian American, one has self-identified as a member of the LGBTQ+ community and one has self-identified as a miliary veteran.

Criteria for Selection of Directors

The Nominating Committee is responsible for identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board, and recommending to our Board the nominees for election to our Board at annual meetings of our stockholders. The Nominating Committee’s recommendations must be consistent with our organizational documents and applicable law, as well as our obligations under the Stockholder Agreement. See “Board Composition” and “Corporate Governance—Certain Rights of UL Standards & Engagement.” In evaluating candidates, the Board seeks individuals who have a high level of personal and professional integrity, strong reputation, strong ethics and values and the ability to make mature business judgments.

Our Nominating Committee reviews with our Board, on an annual basis, the independence, experience, qualifications, skills and background of Board members, and the experience, qualifications, skills and background of the Board as a whole, in determining whether to recommend incumbent directors for reelection. In identifying potential new candidates for Board membership, the Nominating Committee considers recommendations from directors, stockholders and management, and from time to time it will engage executive search firms to assist in the identification of qualified candidates.

Once potential director candidates are identified, the Nominating Committee begins an extensive evaluation process. The evaluation and selection of qualified directors involves the consideration of many factors, including the needs of our Board at that time. In addition to those qualifications necessary to meet the requirements of our organizational documents, applicable U.S. legal, regulatory and NYSE listing requirements, and the Company’s obligations under our Stockholder Agreement, the Nominating Committee and Board consider the following with respect to each potential director nominee in accordance with the qualification standards set forth in our Corporate Governance Guidelines: (i) the candidate’s experience in corporate or senior management, such as serving as an officer or former officer of a publicly held company, governmental body or the military; (ii) the candidate’s experience as

4 | 2025 Proxy Statement

BOARD COMPOSITION, NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

a board member of another publicly held company or nonprofit organization; (iii) the candidate’s professional and academic experience relevant to the Company’s industry; (iv) the strength of the candidate’s leadership skills; (v) the candidate’s experience in finance and accounting and/or executive compensation practices; (vi) whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; (vii) the candidate’s geographic background, as well as the candidate’s diversity of perspective, including gender, age, race, nationality and ethnicity; (viii) whether the candidate qualifies as an independent director under NYSE and Securities and Exchange Commission (“SEC”) rules; and (ix) whether the candidate possesses skills deemed pertinent in light of the current needs of the Board and/or Board committees.

Recommendation of Nominees by Stockholders

Our Nominating Committee will evaluate director candidates recommended by stockholders in the same manner in which the Nominating Committee evaluates any other director candidate. All recommendations for nomination received by our Corporate Secretary that are made in accordance with the requirements in our Bylaws relating to director nominations will be considered.

		2025 Proxy Statement | 5

PROPOSAL NO. 1:

Election of Directors

Francis J. Coyne, who has served as a member of our Board since 2012, will not be standing for election at the Annual Meeting in accordance with the director retirement policy contained in our Corporate Governance Guidelines. Lisa M. Lambert, who has served as a member of our Board since 2021, will also not be standing for election at the Annual Meeting. The Board would like to thank Mr. Coyne and Ms. Lambert for their years of dedicated service to the Company. In light of the impending departures of Mr. Coyne and Ms. Lambert, the Board has nominated Vikram U. Kini for election by our stockholders at the Annual Meeting and has resolved to decrease its size to 12 members, effective immediately before the election of directors at the Annual Meeting. Upon the recommendation of our Nominating Committee, the Board has nominated the 12 individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2026 or until their successors, if any, are elected or appointed. Our Charter and Bylaws provide for the annual election of directors. Each director nominee must be elected by a plurality of the votes cast (i.e., the twelve nominees receiving the highest number of affirmative votes will be elected). The Board has determined that each director nominee, other than Ms. Scanlon, if elected, would be an independent director, as further described below in “Corporate Governance—Director Independence.”

All of the director nominees listed below have consented to being named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board, or alternatively, our Board may leave a vacancy on our Board or reduce the number of directors to be elected at the Annual Meeting. Our Charter and Bylaws do not provide for cumulative voting in the election of directors.

Biographical information relating to each of the director nominees is set forth below under “Directors and Management” and incorporated by reference herein.

6 | 2025 Proxy Statement

Directors, Director Nominee and Management

Directors and Director Nominee Biographical Information

The names of our directors and director nominee, certain biographical information about our directors and director nominee, and the experiences, qualifications or skills that the Nominating Committee considered when recommending the directors for nomination, are set forth below. Ages are as of March 26, 2025.

		2025 Proxy Statement | 7

DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT

8 | 2025 Proxy Statement

DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT

		2025 Proxy Statement | 9

DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT

10 | 2025 Proxy Statement

DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT

		2025 Proxy Statement | 11

DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT

12 | 2025 Proxy Statement

DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT

		2025 Proxy Statement | 13

DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT

14 | 2025 Proxy Statement

DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT

Executive Officer Biographical Information

The names and certain biographical information about our executive officers are set forth below (other than Ms. Scanlon, whose information is set forth above under “— Directors and Director Nominee Biographical Information”). Ages are as of March 26, 2025.

		2025 Proxy Statement | 15

DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT

16 | 2025 Proxy Statement

DIRECTORS, DIRECTOR NOMINEE AND MANAGEMENT

		2025 Proxy Statement | 17

Corporate Governance

Board Leadership

James M. Shannon is our Chair of the Board and has served in that role since 2012. Our Board has decided to maintain separate, independent, non-executive chair and CEO roles to allow our CEO to focus on the execution of our business strategy, growth and development, while allowing the independent, non-executive chair to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. In addition, we believe that having an independent chair creates an environment that is more conducive to the Board’s objective evaluation and oversight of management’s performance, increasing management accountability, and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders, including with respect to evaluating whether steps management is taking to manage risks are appropriate for the Company. Mr. Shannon’s responsibility is to ensure that our Board functions properly and to work with our CEO to set the Board’s agenda. Accordingly, he has substantial ability to shape the work of the Board. We expect him to facilitate communications among our directors and between the Board and senior management. While Mr. Shannon provides independent leadership, he also works closely with our CEO to ensure that our directors receive the information that they need to perform their responsibilities, including discussing and providing critical review of the matters that come before the Board and assessing management’s performance. While our Bylaws and Corporate Governance Guidelines do not require that our non-executive chair and CEO positions be separate, the Board believes that having separate positions is the appropriate leadership structure for the Company and enhances the Board’s ability to effectively carry out its roles and responsibilities on behalf of our stockholders at this time.

Controlled Company Status

We are a “controlled company” under the rules of the NYSE. The rules of the NYSE define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. As of March 26, 2025, UL Standards & Engagement beneficially owns approximately 95.7% of the voting power of our outstanding common stock. As a controlled company, we qualify for exemptions from certain corporate governance requirements under the NYSE rules. While we do not currently intend to take advantage of any of these exemptions, for so long as we remain a controlled company, we may at any time and from time to time utilize any or all of such exemptions. If we cease to be a controlled company and our Class A common stock continues to be listed on the NYSE, we will be required to comply with these requirements by the date our status as a controlled company changes or within specified transition periods applicable to certain provisions, as the case may be.

Certain Rights of UL Standards & Engagement

Our Charter provides that, from and after the Sunset Date (defined below), our Board will be comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Our Charter and the Stockholder Agreement provide that UL Standards & Engagement is entitled to designate individuals as nominees for election to our Board as follows:

18 | 2025 Proxy Statement

CORPORATE GOVERNANCE

As used herein, the “Sunset Date” means the earlier of 5:00 p.m. New York City time on (1) April 16, 2031 and (2) the date on which the number of outstanding shares of Class B common stock held by UL Standards & Engagement and certain permitted transferees represents less than 35% of the shares of Class B common stock that UL Standards & Engagement held immediately following the initial public offering.

James M. Shannon, James P. Dollive, Elisabeth Tørstad and George A. Williams currently serve on our Board as designees of UL Standards & Engagement. So long as UL Standards & Engagement is entitled to designate at least one individual for nomination to our Board, UL Standards & Engagement will also be entitled to certain board observer rights, as described in the Stockholder Agreement.

Our Charter and the Stockholder Agreement also provide that, so long as UL Standards & Engagement is entitled to designate at least two individuals for nomination to our Board, each of our committees will include at least one director designated by UL Standards & Engagement (subject to any applicable requirements under securities laws and stock exchange rules). Furthermore, if UL Standards & Engagement is entitled to designate only one individual for nomination to our Board, such individual may serve on up to two committees, each such committee to be at UL Standards & Engagement’s choosing.

For additional information on the Stockholder Agreement, see “Certain Relationships and Related Party Transactions — Stockholder Agreement with UL Standards & Engagement” below.

Board’s Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its four standing committees, the Audit Committee, the Human Capital and Compensation Committee (“HCC Committee”), the Nominating Committee and the Finance Committee, each of which addresses risks specific to its respective areas of oversight. In particular, as more fully described below, our Audit Committee has the responsibility to consider and discuss our major financial, accounting and operational risk exposures and to review and evaluate the Company’s policies and practices with respect to risk assessment and risk management. Further, our Audit Committee oversees our enterprise risk management process, which regularly identifies, assesses, and mitigates enterprise and emerging risks including cybersecurity and related risks. The Board receives semi-annual reports from management on our cybersecurity risks and our cyber risk management program. See “Item 1C. Cybersecurity” of our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our HCC Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk taking. Our Nominating Committee provides oversight with respect to governance, environmental and corporate responsibility-related risks and monitors the effectiveness of our Corporate Governance Guidelines and Standards of Business Conduct, including whether such policies are successful in preventing illegal or improper liability-creating conduct. Our Finance Committee provides oversight with respect to the plans, policies and significant actions relating to our capital structure and financial resources.

Director Independence

Our Corporate Governance Guidelines and the charters of our committees provide that a majority of the members of the Board, and each member of the Audit Committee, HCC Committee and Nominating Committee, must meet the criteria for independence set forth under applicable law and NYSE listing standards. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In addition to considering the NYSE independence criteria, the Board will consider all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director.

The Board, following consultation with the Nominating Committee, has affirmatively determined that Mr. Shannon, Mr. Coyne, Mr. Dollive, Ms. Gottschalk, Mr. Hecker, Lieutenant General Hooper, Dr. Kennedy, Mr. Kini, Ms. Lambert, Ms. Susman, Mr. Thaman, Ms. Tørstad and Mr. Williams each qualify as an “independent director,” as defined under the rules of the NYSE.

		2025 Proxy Statement | 19

CORPORATE GOVERNANCE

Board Meetings

In 2024, our Board held 12 meetings. In addition to our Board meetings, our directors attend meetings of committees established by our Board. Each of our directors attended at least 75% of the meetings of our Board and the committees on which he or she served during 2024 that were held when he or she was a director. Our directors are encouraged to attend all annual and special meetings of our stockholders.

In accordance with our Corporate Governance Guidelines and the listing standards of the NYSE, our independent, non-employee directors meet regularly in executive sessions of the Board without management present. Mr. Shannon, the Chair of the Board, presides over these executive sessions. Additionally, for so long as UL Standards & Engagement has the right to designate at least one person for election to the Board under the Stockholder Agreement, the directors that were not designated by UL Standards & Engagement will meet in executive session without management or directors designated for election by UL Standards & Engagement present. Ms. Gottschalk, the Chair of the Nominating Committee, presides over these executive sessions.

Board Committees

Our Board has four committees: the Audit Committee, the HCC Committee, the Nominating Committee and Finance Committee, each of which meets the NYSE independence standards and other governance requirements for such a committee. The principal functions of each committee are briefly described below.

Additionally, our Board may from time to time establish other committees to facilitate the Board’s oversight of management of the business and affairs of our company. The charters of the Audit Committee, the HCC Committee, the Nominating Committee and the Finance Committee are available on our website at https://ir.ul.com/leadership-and-governance/governance-documents. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement.

Board Committees

Name(1)

Director Since

Independent

Audit

HCC

Nominating

Finance

Francis J. Coyne(2)

2012

James P. Dollive

2012

«

Marla C. Gottschalk

2012

«

Friedrich Hecker

2013

Charles W. Hooper

2021

Kevin J. Kennedy

2020

«

Lisa M. Lambert(2)

2021

Jennifer F. Scanlon

2019

James M. Shannon

2012

Sally Susman

2022

Michael H. Thaman

2021

«

Elisabeth Tørstad

2023

George A. Williams

2023

« = Chair of Committee     = Member of Committee

20 | 2025 Proxy Statement

CORPORATE GOVERNANCE

The Audit Committee charter defines the Audit Committee’s principal functions, including oversight related to:

Our Audit Committee currently consists of Mr. Thaman, Mr. Coyne, Mr. Hecker, Lieutenant General Hooper and Dr. Kennedy, with Mr. Thaman serving as chair. Following the Annual Meeting, we expect our Audit Committee to consist of Mr. Thaman, Mr. Hecker, Lieutenant General Hooper, Mr. Kini and Dr. Kennedy, with Mr. Thaman serving as chair. Our Board has affirmatively determined that all directors serving on the Audit Committee and Mr. Kini meet the definition of “independent director” based on the standards of the NYSE, and satisfy the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, our Board has determined that each member of our Audit Committee and Mr. Kini meets the financial literacy requirements of the NYSE listing standards and that Mr. Thaman, Mr. Coyne, Dr. Kennedy and Mr. Kini each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

		2025 Proxy Statement | 21

CORPORATE GOVERNANCE

The HCC Committee charter defines the HCC Committee’s principal functions, including oversight related to:

Our HCC Committee currently consists of Dr. Kennedy, Mr. Coyne, Ms. Gottschalk, Ms. Lambert, Ms. Susman and Mr. Williams, with Dr. Kennedy serving as chair. Following the Annual Meeting, we expect our HCC Committee to consist of Dr. Kennedy, Ms. Gottschalk, Ms. Susman and Mr. Williams, with Dr. Kennedy serving as chair. Our Board has affirmatively determined that all directors who serve on the HCC Committee are independent under applicable NYSE rules and that each member of our HCC Committee meets the definition of a “non-employee director” for the purposes of serving on our HCC Committee under the Exchange Act.

22 | 2025 Proxy Statement

CORPORATE GOVERNANCE

The Nominating Committee charter defines the Nominating Committee’s principal functions, including oversight related to:

Our Nominating Committee currently consists of Ms. Gottschalk, Mr. Dollive, Ms. Lambert, Ms. Susman, Ms. Tørstad and Mr. Williams, with Ms. Gottschalk serving as chair. Following the Annual Meeting, we expect our Nominating Committee to consist of Ms. Gottschalk, Mr. Dollive, Ms. Susman, Ms. Tørstad and Mr. Williams, with Ms. Gottschalk serving as chair. Our Board has affirmatively determined that all directors who serve on the Nominating Committee are independent under NYSE listing standards.

The Finance Committee charter defines the Finance Committee’s principal functions, including oversight related to:

		2025 Proxy Statement | 23

CORPORATE GOVERNANCE

Our Finance Committee currently consists of Mr. Dollive, Mr. Hecker, Lieutenant General Hooper, Mr. Thaman and Ms. Tørstad, with Mr. Dollive serving as chair. Following the Annual Meeting, we expect our Finance Committee to consist of Mr. Dollive, Mr. Hecker, Lieutenant General Hooper, Mr. Kini, Mr. Thaman and Ms. Tørstad, with Mr. Dollive serving as chair.

Board and Committee Self-Evaluations

Each year our Board undertakes a self-evaluation process to critically evaluate its performance and effectiveness. Additionally, each committee conducts a self-evaluation to monitor its performance and effectiveness. The process is coordinated by the Nominating Committee. Board members are asked to provide commentary regarding a variety of topics, including the following: overall Board performance, including oversight of strategy, challenges and opportunities; Board culture, effectiveness and accountability; Board composition and committee structure and performance; Board meeting logistics and materials, including access to management, external resources and experts; risk oversight; and succession planning. In addition, committee members are also asked to provide commentary regarding, among other things, their respective committee’s effectiveness in addressing matters delegated to it in its charter; committee composition and committee meeting logistics and materials. The results of the evaluations are aggregated and summarized and discussed at Board and committee meetings. As part of the review of the results of the evaluations for 2024, the Board concluded that the Board and its committees are operating effectively.

In addition to the formal annual assessments, the Board evaluates and modifies its oversight of the Company’s operations on an ongoing basis. During their regular meetings, independent directors consider agenda topics that they believe deserve additional focus and raise new topics to be discussed at future meetings.

Standards of Business Conduct

We have adopted Standards of Business Conduct, which are applicable to all of our directors, officers, employees and third parties who work as our agents, contractors, subcontractors or intermediaries, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Standards of Business Conduct provide a framework for sound ethical business decisions and set forth our expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets and business ethics. The Standards of Business Conduct is available on our website at https://ir.ul.com. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement. If we ever were to amend or waive any provision of our Standards of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K. In the case of a waiver for an executive officer or a director, the disclosure required under applicable NYSE listing standards also will be made available on our website.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our HCC Committee. None of the members of our HCC Committee is, or has ever been, an officer or employee of the Company.

24 | 2025 Proxy Statement

CORPORATE GOVERNANCE

Communications to the Board

Stockholders and other interested parties can contact the Board (including the Chair of the Board and non-employee directors) through written communication sent to UL Solutions Inc., 333 Pfingsten Road, Northbrook, Illinois 60062, Attention: Corporate Secretary. Our Corporate Secretary reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that is directed to the Board or that, in the opinion of the Corporate Secretary, deals with the functions of the Board or Board committees or that the Corporate Secretary otherwise determines requires the Board’s or any Board committee’s attention. Concerns relating to accounting, internal accounting controls or auditing matters are immediately brought to the attention of our internal audit function and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which stockholders may communicate with the Board. Any such changes will be reflected in our Corporate Governance Guidelines, which are posted on our website at https://ir.ul.com. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement.

		2025 Proxy Statement | 25

Environmental, Social and Governance (“ESG”) and Sustainability

Sustainability is a fundamental component of UL Solutions and helps guide our overall business strategy and ambition to serve as our customers’ most trusted science-based safety, security and sustainability partner. We believe our solutions, global reach and safety science expertise uniquely position us to have a profound and positive impact on the world. Specifically, we work for a safer world. Our corporate sustainability journey is centered on positively impacting our planet, people and prosperity through environmental and social sustainability initiatives, as well as our global TIC and S&A services.

ESG and Sustainability Strategy

Our sustainability strategy aims to reduce adverse environmental impacts from our global operations, provide a safe and inclusive environment and engage on sustainable strategies, innovations and practices with our customers and stakeholders. In 2018 and 2021, we conducted impact materiality assessments to identify the sustainability topics we believe we can most affect. These impact materiality assessments used a definition of materiality that differs from, and in certain respects, is broader than the U.S. federal securities law definition of materiality. We seek to align our strategy with the United Nations’ Sustainable Development Goals (“SDGs”). In addition, we are a committed participant of the United Nations Global Compact. As a result of these assessments, we have prioritized three primary SDGs — No. 11, No. 3, and No. 12, of which our efforts are described below, centered around three areas of positive impact: Planet, People and Prosperity:

		Our “Planet” actions are focused on our own consumption of resources and environmental footprint, while our services and offerings (our handprint) enable our customers to reduce waste, employ sustainable business practices, explore circularity, achieve supply chain transparency and adopt the safe proliferation of renewable energy. In 2024, the Science-Based Targets initiative (“SBTi”) approved UL Solutions’ near-term science-based GHG emissions reduction targets. Reducing our environmental footprint while proliferating our sustainability handprint are efforts aligned to SDG No. 11: “Make cities and human settlements inclusive, safe, resilient and sustainable.”
		Our “People” actions are focused on prioritizing employee education and development, celebrating our differences and unique perspectives, fostering safe and inclusive working places, and supporting the communities where we live and work through employee volunteerism and our strategic philanthropic partnerships through which we may contribute pro bono services or other donations. We emphasize human capital development and training and support multiple councils and business resource groups representative of our employees’ interests that are open to all. These, along with other initiatives, products and services, are aligned to SDG No. 3: “Ensure healthy lives and promote well-being for all at all ages.”
		Our “Prosperity” actions are linked to our founding legacy to “do something for humanity” by elevating the safety, security and sustainability of people’s lives as a valued service to society. To reach these aims, we provide customers with essential service products and resources and assist companies with regulatory and reporting tools for their own materials, sourcing and supply chain management. These practices align with SDG No. 12: “Ensure sustainable consumption and production patterns.”

		2025 Proxy Statement | 27

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

ESG and Sustainability Governance

As outlined in its charter, the Nominating Committee is tasked with overseeing environmental and corporate responsibility matters and risks for the Company. Additionally, in order to establish, monitor and meet our ESG and sustainability goals, we have enlisted dedicated personnel throughout our organization to facilitate and execute our sustainability strategy. Our Chief Operations and Sustainability Officer (COSO), with the support of our cross-functional ESG Steering Committee, oversees UL Solutions’ corporate sustainability strategy, commitments and ESG reporting. Reporting to the COSO, our corporate sustainability team drives sustainability actions across the business in support of our sustainability strategy, supports our ESG disclosures and leads our cross-functional Corporate Sustainability Council that is assigned to help promote achievement of our sustainability goals. This council is supported by a broad set of global UL Solutions talent that helps provide insights on our impact areas and drive local actions in line with recognized reporting frameworks.

Sustainability Highlights

ESG and sustainability are tied to our mission and important to defining our role as global citizens and stewards of natural resources. In 2024, the SBTi approved our near-term companywide emissions reduction targets based on our 2022 scope 1, 2, and 3 emissions calculations. Additionally, in 2023, we were awarded a silver medal from EcoVadis, a third-party sustainability ratings provider, for our Corporate Sustainability program and our ESG reporting. In 2024, we published our 2023 annual sustainability report sharing information on relevant ESG topics. Our annual sustainability report is available on our website at https://www.ul.com/about/corporate-sustainability. Our sustainability report is not incorporated herein by reference.

28 | 2025 Proxy Statement

Security Ownership of Certain Beneficial Owners, Directors and Management

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 26, 2025 (except as otherwise indicated) reflecting:

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 62,049,275 shares of our Class A common stock and 138,130,000 shares of our Class B common stock outstanding as of March 26, 2025. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Class A common stock and Class B common stock subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 26, 2025 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person, except with respect to the ownership and percentage ownership of all executive officers and directors as a group. Although each outstanding share of our Class B common stock is convertible at any time, at the option of the holder, into one share of our Class A common stock, the beneficial ownership of our Class A common stock set forth below excludes the shares of our Class A common stock issuable upon conversion of outstanding shares of our Class B common stock.

Unless otherwise indicated, the address of all listed stockholders is 333 Pfingsten Road Northbrook, Illinois 60062.

The information provided in the table is based on our records, information filed with the SEC and information provided to us, in each case, as of March 26, 2025, except where otherwise noted.

		2025 Proxy Statement | 29

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

30 | 2025 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

		2025 Proxy Statement | 31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

32 | 2025 Proxy Statement

Compensation Discussion and Analysis

The purpose of this “Compensation Discussion and Analysis” section (the CD&A) is to provide a detailed description of our executive compensation programs, including our pay-for-performance philosophy and long-term value strategy, the elements we use in our program and the considerations used by our HCC Committee to make sound compensation decisions.

This discussion focuses on our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and our three other most highly compensated executive officers (collectively, the “NEOs”) during 2024, who were:

Effective as of January 1, 2025, Ms. Schjøtz’s title was changed to Executive Vice President and Chief Operations and Sustainability Officer.

		2025 Proxy Statement | 33

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

2024 Business Highlights

In our first year as a public company, having successfully completed the IPO in April 2024, we achieved the following financial and operating results:

Key 2024 Executive Compensation Actions

Key 2024 executive compensation program actions taken by the HCC Committee are summarized below with further detailed information provided in this CD&A:

34 | 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Philosophy and Objectives

We provide our executive officers with meaningful compensation opportunities linked to strong financial performance and long-term value creation while maintaining alignment with company values and mission, our strategic focus, and important management initiatives. In setting and overseeing the compensation of our executive officers, the HCC Committee believes our programs and policies should achieve the following specific objectives:

Determination of Compensation

The Role of the Human Capital and Compensation Committee

The HCC Committee sets target executive compensation using a market-based approach and designs incentive programs such that differentiation in actual compensation outcomes is aligned with Company and individual performance. The HCC Committee oversees all aspects of our executive compensation program, including establishing target total cash compensation through base salary reviews and setting annual short-term incentive award targets, determining the appropriate mix and target levels of long-term incentives, and offering benefit programs designed to provide a competitive total rewards program. The HCC Committee also is responsible for the assessment of enterprise risks associated with all compensation and benefits programs.

The Role of Management

To aid the HCC Committee in making its determinations, the CEO provides recommendations annually to the HCC Committee regarding the compensation of all executive officers other than herself based on the Company’s overall corporate achievements during the period being assessed and her evaluation of each executive officer’s individual contributions to our success. Management also recommends to the HCC Committee certain aspects of executive compensation program design, including appropriate Company-wide financial and non-financial performance goals for use in our annual and long-term incentive plans and additional business segment- and function-specific performance goals under our annual incentive plan for employees who lead a particular business segment or corporate function.

The Role of the Independent Compensation Consultant

The HCC Committee has, in its sole discretion, retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to advise the HCC Committee with respect to establishing and maintaining competitive compensation programs, individual target compensation levels for the NEOs, incentive program design, aggregate long-term incentive grant practices and other executive compensation policies, practices and administration. FW Cook also provides guidance with respect to the design of our non-employee director compensation program, including cash retainer and long-term incentive grant levels. An FW Cook consultant attended all the regularly scheduled HCC Committee meetings in 2024, including, when invited, HCC Committee executive sessions. FW Cook does not provide any services to us other than the services provided to the HCC Committee.

		2025 Proxy Statement | 35

COMPENSATION DISCUSSION AND ANALYSIS

The HCC Committee has assessed the independence of FW Cook, specifically considering whether FW Cook has any relationships with us, our officers or our directors that would impair their independence. Based on this evaluation, the HCC Committee determined that no conflicts of interest exist that would otherwise prevent FW Cook from independently advising the HCC Committee. In accordance with the HCC Committee’s charter, the HCC Committee has the sole authority to determine the compensation for, and terminate the services of, the independent compensation consultant.

Executive Compensation Best Practices

The HCC Committee reviews the Company’s executive compensation program on an ongoing basis to evaluate whether the program supports the Company’s executive compensation philosophies and objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the HCC Committee believes reinforces our executive compensation objectives:

36 | 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Market Assessment Against Peer Group and Benchmarking

In order to provide perspective on a market-competitive executive compensation program for a company in our industry and with comparable size, scale and scope of operations, the HCC Committee has established a benchmarking peer group of companies that is reviewed on an annual basis. The peer group is used for base salary and target annual and long-term incentive opportunity benchmarking for the NEOs and also provides the HCC Committee with an understanding of competitiveness and typical practice regarding incentive program design, aggregate equity grant practices and other executive compensation policies, and practices (e.g., stock ownership guidelines, benefits/perquisites, regular and change-in-control severance benefits, etc.). The HCC Committee uses this peer group data as one input into its decision-making process.

The HCC Committee determines executive target pay levels using the comparative data from FW Cook annually with the view that all elements of target total direct compensation should be calibrated by reference to the 50th percentile, in aggregate, with significant upside potential for performance that exceeds target and lesser (or zero) payouts if performance is below target. However, an individual executive officer’s target compensation may deviate above or below median based on executive-specific factors, including tenure, proficiency in role, unique skill set, criticality of the role and other factors deemed relevant by the HCC Committee.

FW Cook assists the HCC Committee with its annual review of the peer group and makes recommendations for changes to the composition of the peer group to ensure it remains optimal for benchmarking purposes and aligned with corporate governance best practices. The peer group approved by the HCC Committee in August 2023 informed the design of our executive compensation program for 2024, as established by the HCC Committee. The following changes were made to the peer group that informed 2024 target pay opportunities:

The result of these changes was the following 17-company peer group of diversified business-to-business services companies. At the time the peer group was approved, our revenues and EBITDA approximated the peer median.

In August 2024, the HCC Committee again reviewed the peer group to ensure that it remained appropriate to inform 2025 compensation planning. The HCC Committee determined that no changes to the group were necessary.

Finally, due to limitations in peer group proxy data beyond the CEO and CFO roles, the peer group data from FW Cook was supplemented with national, general industry survey data that was scoped by each executive’s functional role and revenue responsibility. This additional data provided the HCC Committee with a secondary market reference point for the CEO and CFO roles and served as the primary reference point for all other NEOs. In reviewing target compensation levels against the survey data, the HCC Committee considered only the aggregated data provided by the surveys. The identity of the individual companies comprising the survey data was not disclosed to, or considered by, the HCC Committee in its evaluation process. The HCC Committee does not consider the identity of the companies comprising the survey data to be material for this purpose.

		2025 Proxy Statement | 37

COMPENSATION DISCUSSION AND ANALYSIS

Primary Components of 2024 Annual Executive Compensation Program

The following chart shows the primary components of our executive compensation program for 2024. Additional detail on each of these components can be found in subsequent sections of the CD&A.

Target Pay Mix

In order to emphasize our pay-for-performance philosophy, and in consideration of market competitive practices, the HCC Committee approved elements of compensation for our CEO and other NEOs during 2024 that reflect our executive compensation philosophy. The resulting 2024 pay mix was heavily weighted toward performance-based compensation payable on achievement of both short-term and longer-term objectives (i.e., AEIP and 2024 LTIP opportunities) versus fixed compensation (base salary) components.

38 | 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

In addition to the foregoing components of our post-IPO executive compensation program, in connection with the IPO, the HCC Committee approved a special, one-time grant of equity awards in the form of NSOs, as described more fully in the “IPO Growth Grant” subsection of the CD&A and reported in the subsequent tabular disclosure.

Base Salary for 2024

Each NEO’s base salary was initially established before 2024, pursuant to his or her respective employment agreement or offer letter. Each NEO’s base salary for 2024 was established by the HCC Committee as part of an annual review of executive officer base salaries. In reviewing the base salary levels for 2024, the HCC Committee considered the comparative market data and recommendations provided by FW Cook, the Company-wide merit increase budget and, with respect to NEOs other than the CEO, the CEO’s recommendations based on various factors such as tenure, performance in role and other factors deemed relevant. Based on this review, the HCC Committee adjusted the NEOs’ base salaries effective April 1, 2024, as follows:

2024 AEIP Awards

The majority of our employees, including our NEOs, participate in the AEIP. In 2024, the HCC Committee established individual AEIP target awards as a percentage of base salary for each NEO, taking into account comparative market data. The AEIP is designed to reinforce our approach to profitable growth through achievement of key results. For our NEOs, the AEIP award opportunity is comprised of the following:

Based on relative achievement of the fiscal year metrics and pool funding, individual awards may range from 0% to 200% of target award.

The AOI metric is a non-GAAP measure intended to recognize the profit earned from the normal business operations of us and our subsidiaries and excludes income and expenses generated from non-operating items in each case as determined by the HCC Committee in its sole discretion. The HCC Committee’s determination of AOI may, but is not required to, be made based on the consolidated audited financial statements for the applicable fiscal year. For 2024, AOI was based on consolidated operating income, as stated in our audited financial statements for the 2024 fiscal year. To arrive at AOI, operating income was adjusted to reflect add-backs or deductions for (i) foreign exchange impacts,

		2025 Proxy Statement | 39

COMPENSATION DISCUSSION AND ANALYSIS

(ii) costs related to, and operating results of, acquisitions of TesTneT Engineering GmbH and Batterielngenieure GmbH and certain unconsummated transactions, as well as variances to the annual budget as a result of the divestiture of our payments testing business, (iii) cost variances to budget directly related to the IPO and a September 2024 follow-on offering, (iv) changes in the fair value of CSAR awards attributable to factors other than operational performance (e.g., discount rate and market multiples of comparable companies) through the date of consummation of the IPO and (v) restructuring and impairment charges variances to budget, including certain severance charges recorded in accordance with our accounting policies. For purposes of AEIP awards, segment AOIs are based on similar adjustments to applicable segment operating income results, as stated in the consolidated audited financial statements for the fiscal year.

The HCC Committee made the following determinations regarding the 2024 performance targets for the NEOs’ AEIP awards:

Based on the forgoing determinations, the HCC Committee approved the following 2024 AEIP awards, which are reported in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” As previously noted, the HCC Committee has authority under the AEIP to increase or decrease individual NEO payouts from the AOI-based formulaic earnout based on individual performance for the year. Pursuant to the terms of the AEIP, the HCC Committee approved an adjustment to Ms. Scanlon’s payout percentage of 5% above the formulaic amount based on its quantitative and qualitative assessment of her individual performance during 2024, bringing it from $1,427,790 to $1,500,000. No adjustments were applied for the other NEOs based on individual performance for 2024.

40 | 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Changes to AEIP Performance Metrics for 2025

In February 2025, the HCC Committee approved changes to the performance metrics applicable to AEIP awards for the 2025 fiscal year. Specifically, for 2025, the AOI metric has been replaced with two metrics – adjusted EBITDA (75% weighting) and revenue (25% weighting). These changes are intended to align our short-term incentive pay with the Company’s year-to-year profitability and top-line growth. For NEOs in segment management roles (as was the case for Messrs. Zhou and Genovesi and Ms. Schjøtz in 2024), 50% of the payout for each metric will be based on the level of achievement versus a pre-established segment-specific target.

Long-Term Incentive Awards Granted in 2024

Our board of directors adopted, and UL Standards & Engagement, as our sole stockholder at the time of adoption, approved the 2024 LTIP, effective upon consummation of the IPO, and all long-term incentive award grants in 2024 were made pursuant to the 2024 LTIP. The 2024 LTIP allows us to grant cash and equity incentive awards to eligible service providers after the IPO date in order to attract, motivate and retain the talent for which we compete. The 2024 LTIP provides for the grant of stock options, including NSOs, PSUs, RSUs, dividend equivalents, SARs and other stock or cash awards. Awards other than cash awards generally are settled in shares of our Class A common stock, but the HCC Committee may provide for cash settlement of any award.

2024 Annual Grant

Generally, the HCC Committee approves long-term incentive awards to employees, including the NEOs, on an annual basis. The annual long-term incentive awards for 2024 were granted in May 2024 and included a mix of PSUs and RSUs, as follows:

		2025 Proxy Statement | 41

COMPENSATION DISCUSSION AND ANALYSIS

The HCC Committee established 2024 target long-term incentive award levels for each NEO, taking into account comparative market data. Target awards for the 2024 fiscal year were split among PSUs and RSUs, as described above. The following table shows the 2024 target long-term incentive award levels for each NEO:

IPO Growth Grant

As described above, in consultation with FW Cook, the HCC Committee approved the IPO Growth Grant, effective upon consummation of the IPO. The purpose of this grant was to incentivize and drive stockholder value creation following the IPO date and to engage key executives as stakeholders in a publicly-traded company. The HCC Committee also considered that senior executives would not otherwise have any stock ownership in the Company as of the IPO date, and the executive team’s only direct link to the stock price would be through outstanding CSAR grants, which in the years leading up to the IPO comprised only 25% of their annual long-term incentive award value.

For our NEOs, the IPO Growth Grant consisted of a number of NSOs with a grant date fair value equal to the target value of the 2024 annual grant described above. IPO Growth Grant NSOs vest on the third anniversary of the grant date and have a ten-year full term, subject to continued employment, with exceptions for death, disability and termination for cause (each as defined in the 2024 LTIP).

Pre-IPO Performance Cash Awards Earned in 2024

Prior to our IPO, the HCC Committee granted long-term incentive awards under the Pre-IPO LTIP to our executive officers on an annual basis. Following the IPO, no further awards have been, or will be, made under the Pre-IPO LTIP.

In 2022, the HCC Committee granted Performance Cash awards to each of our NEOs that could be earned based on the achievement of specified performance objectives for the performance period beginning on January 1, 2022 and ending on December 31, 2024. Following completion of the 2022-2024 performance period, the HCC Committee approved payouts earned for Performance Cash awards that were granted to the NEOs in 2022. For the 2022-2024 performance period, achievement against objectives was 69.8% based on the following:

The revenue metric is a non-GAAP measure based on cumulative revenue for the 2022-2024 performance period of us and our subsidiaries, as stated in our consolidated audited financial statements for those fiscal years, and adjusted to reflect (i) foreign exchange impacts and (ii) the revenue related to the acquisitions of TesTneT Engineering GmbH, Batterielngenieure GmbH, Certification Entity for Renewable Energies, S.L., HBI Compliance Limited, Kugler Maag CIE GmbH, Cimteq Holdings Limited, KAM Specialty Equipment Services Company and KBW Corporation, as well as variances to budget as a result of divestitures, including our payments testing business. The net income metric is a non-GAAP measure based on net income for the 2022-2024 performance period of us and

42 | 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

our subsidiaries, as stated in the consolidated audited financial statements for those fiscal years, which was adjusted to reflect add-backs and deductions for (i) foreign exchange impacts, (ii) costs related to, and operating results of, the acquisitions of TesTneT Engineering GmbH, Batterielngenieure GmbH, Certification Entity for Renewable Energies, S.L., HBI Compliance Limited, Kugler Maag CIE GmbH, Cimteq Holdings Limited, KAM Specialty Equipment Services Company and KBW Corporation and certain unconsummated transactions, as well as variances to budget as a result of divestitures, including our payments testing business, (iii) cost variances to budget directly related to the IPO and a September 2024 follow-on offering, (iv) changes in the fair value of CSAR awards attributable to factors other than operational performance (as described with respect to AOI determination above) through the date of consummation of the IPO, (v) restructuring and impairment charges variances to budget, including certain severance charges recorded in accordance with our accounting policies, accounting and legal fees related to legal entity optimization, and a goodwill impairment charge, (vi) pension settlement expenses, (vii) interest and investment income/expense, net variances to budget, including investment gains and losses in certain non-consolidated affiliates, and (viii) tax expense normalization to reflect the budgeted rate.

Awards earned by the NEOs for the completed 2022-2024 performance period are shown below. For all NEOs, these awards vested on April 1, 2025 and will be settled in shares of Class A common stock.

Stock Ownership Guidelines

The HCC Committee has established a stock ownership policy, which establishes minimum ownership guidelines for all executive officers. These guidelines are designed to encourage our executives to build and maintain a meaningful equity ownership in the Company, and thereby link their interests with those of its stockholders. Pursuant to the stock ownership policy, each executive officer is required to maintain beneficial ownership of a number of shares of Class A common stock during his or her tenure with us with a minimum value. The following table shows minimum values under the stock ownership policy as of December 31, 2024:

The “value” of an executive officer’s beneficial ownership is calculated by multiplying (i) the aggregate of the number of shares of Class A common stock beneficially owned by the executive officer by (ii) the average of the month-end closing prices per share of Class A common stock for the 12-month period ending on the last trading day of each year. For purposes of the guidelines, shares of Class A common stock that count towards the satisfaction of an executive officer’s minimum ownership guideline will include:

		2025 Proxy Statement | 43

COMPENSATION DISCUSSION AND ANALYSIS

None of the outstanding and unexercised stock options or SARs (whether vested or unvested and whether exercisable or unexercisable), outstanding PSU awards or other performance-based incentive awards with respect to the extent applicable performance goals have not been achieved, nor any other form of derivative securities count toward an executive officer’s minimum ownership guideline.

Until an executive officer meets the applicable minimum ownership guideline, he or she is required to retain (and not dispose of or otherwise transfer) at least 50% of all shares received from the vesting, delivery and/or exercise of equity awards granted under our equity incentive plans after payment of the exercise price or purchase price of an award, applicable tax withholding and applicable transaction costs.

As of December 31, 2024, based on the calculation methodology set forth in the stock ownership policy and described above, all NEOs either satisfied their minimum ownership guideline or are in compliance with the policy by virtue of complying with the 50% retention ratio.

Other Benefits and Perquisites

We provide the following benefits to our NEOs on the same basis as other U.S., or as the case may be, international employees:

We also offer a nonqualified deferred compensation plan pursuant to which eligible U.S. management and highly compensated employees are credited with make-whole employer contributions to the extent that their nonelective employer contributions under our qualified defined contribution plan are capped by annual IRS limits. Among the NEOs, Ms. Scanlon and Messrs. Robinson and Zhou participate in the nonqualified deferred compensation plan.

In addition, we provide limited perquisites to NEOs, including an annual executive physical and, for our U.S.-based NEOs, an annual cash allowance of $18,000, which may be used for such services as personal financial and estate planning or tax preparation. These perquisites are designed to support a market-based total compensation package, which serves our talent attraction and retention objectives. For our non-U.S.-based NEO, we provide certain distinct benefits, such as statutory holiday allowances, automobile allowances or leasing, home communication services and tax preparation related to foreign assignments that are customary for the location.

We do not gross up any benefits or perquisites for taxes; executive officers bear that cost, except in the case of expatriates or instances in which an executive officer incurs incremental additional tax liability as a result of an international assignment.

44 | 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Recovery Policy (Clawback)

Awards granted pursuant to the AEIP, Pre-IPO LTIP and 2024 LTIP are subject to our “clawback” policy for all current and former executive officers under which the repayment of any bonus, equity or equity-based award or incentive compensation granted may be required under certain circumstances (a “covered event”). Covered events include: the occurrence of an accounting restatement to correct our material noncompliance with any financial reporting requirement under securities laws, including any restatement that corrects an error in previously issued financial statements that (i) is material to the previously issued financial statements, or (ii) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “material restatement event”); incentive compensation paid based on materially inaccurate financial statements or performance metrics (an “inaccurate metrics event”); failure by the executive to properly identify and assess or sufficiently raise concerns about risk that results in a material adverse impact on us or an affiliate, the business systems thereof or our broader financial system; an action or omission that constitutes a material violation of the risk policies of us or an affiliate; an action or omission that results in material financial or reputational harm to us; or fraud. Under the clawback policy, upon the occurrence of a material restatement event, the HCC Committee shall require the forfeiture or repayment of any bonus, equity or equity-based award (including time- and performance-based awards) or other incentive compensation (e.g., under the AEIP, Pre-IPO LTIP or 2024 LTIP), including gains from the exercise of CSARs or SARs (collectively, “incentive compensation”), that (i) was awarded or paid during the 3-year period preceding the date on which our board of directors or a committee thereof concludes, or reasonably should have concluded, that we are required to prepare a restatement of our financial statement, or, if earlier, the date on which a court, regulator or other legally authorized body directs us to prepare such restatement, and (ii) exceeds the amount of such incentive compensation that would have been received by a covered executive officer based on the restatement of our financial statement. Upon the occurrence of any other covered event, the HCC Committee may require the forfeiture or repayment of any incentive compensation that (i) was awarded or paid during the 3-year period preceding the date on which we identified such covered event, and (ii) in the case of an inaccurate metrics event, exceeds the amount of such incentive compensation that would have been received by a covered executive officer if the applicable financial statements or performance metrics had been accurate.

Post-Employment Provisions

Our executive officers, including the NEOs, are participants in an executive severance plan that provides severance benefits in the event of an involuntary termination by us without cause or, if within 24 months after a change in control of the Company, a resignation for good reason. Severance benefits include cash payment(s) equal to a multiple of the executive officer’s base salary and target AEIP bonus, subsidized continuation coverage under the applicable Company group health and welfare plan(s), outplacement services and, in certain instances, a pro-rata AEIP bonus for the year of termination. Certain NEOs have additional post-termination rights under an employment agreement or offer letter.

For more information on post-employment provisions and a quantification of the benefits payable under various termination scenarios, see the “Severance and Change in Control Arrangements” subsection that follows.

Assessment of Risk Related to Our Compensation Programs

In August 2024, the HCC Committee evaluated the primary components of our compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk. To inform the HCC Committee’s evaluation, the HCC Committee’s independent compensation consultant, FW Cook, conducted a risk assessment of our compensation programs that covered executive and non-executive global incentive program design, the presence of compensation risk mitigators and program governance and controls. FW Cook’s assessment concluded, and management and the HCC Committee agreed, that our compensation programs are not reasonably likely to have a material adverse impact on the Company. The evaluation process also produced the following more specific conclusions:

		2025 Proxy Statement | 45

COMPENSATION DISCUSSION AND ANALYSIS

Tax and Accounting Considerations

Tax Considerations

We consider the tax (individual and corporate) consequences of our executive compensation plans when designing the plans. Code Section 162(m) limits deduction of compensation paid to the NEOs to $1,000,000 per year. The exception that was previously provided in Code Section 162(m) for performance-based compensation was repealed by the Tax Cuts and Jobs Act of 2017 and, as a result, compensation paid to any of our NEOs (including deferred compensation paid after they are no longer NEOs) will not be tax deductible to the extent it exceeds $1,000,000 per year, including AEIP payments and amounts paid in settlement of CSARs and Performance Cash award grants under the Pre-IPO LTIP and all stock-settled awards issued or converted on or after consummation of the IPO (e.g., RSUs, PSUs and NSOs). The HCC Committee believes that the success of our business depends in large part on our ability to recruit and retain talented executives, despite the fact that a portion of the compensation paid to them may be non-deductible, and does not intend to attempt to limit compensation payments to the amount that will be deductible under Code Section 162(m).

In addition, under Code Section 280G, amounts paid or provided to NEOs in connection with a change in control of the Company may be non-deductible, and subject to a 20% excise tax payable by the NEO under Code Section 4999, if the total amount of such payments exceeds three times the NEO’s base amount (generally the average annual compensation for the five year period preceding the year that includes the change in control event) and thus constitute “parachute payments” for purposes of Code Section 280G. The Executive Severance Plan provides that if payments under the plan constitute parachute payments, the amount of such payments will be reduced to the maximum amount that can be paid without having any portion treated as a parachute payment, but only if the net after-tax amount of payments, after such reduction, would exceed the net after-tax amount of payments without such reduction, taking into account the excise tax under Code Section 4999. The Executive Severance Plan does not provide, and we do not otherwise provide, for a “gross up” of payments subject to Code Section 4999.

Accounting Considerations

We also consider the stock-based compensation expense associated with equity awards to executives as part of the expense associated with our overall equity compensation program. We will monitor this expense as we develop our plans and strive to maintain a program that balances the goals of our equity program with the associated expense of the program.

46 | 2025 Proxy Statement

HCC Committee Report

The HCC Committee of the Board, on behalf of the Board, establishes and monitors our overall compensation strategy to help ensure that executive compensation supports the business objectives. In fulfilling its oversight responsibilities, the HCC Committee reviewed and discussed with management the CD&A set forth above.

In reliance on the review and discussions referred to above, the HCC Committee recommended to the Board that this CD&A be incorporated in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and this Proxy Statement.

Members of the HCC Committee

Dr. Kevin J. Kennedy, Chair

Francis J. Coyne

Marla C. Gottschalk

Lisa M. Lambert

Sally Susman

George A. Williams

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

		2025 Proxy Statement | 47

Executive Compensation

The following table sets forth information concerning compensation earned by our named executive officers for fiscal years 2022 through 2024, except for Mr. Genovesi, who became a named executive officer in 2024:

2024 Summary Compensation Table