Keysight Technologies Inc

For the period ended Mar 21, 2024. Filed Jan 29, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 21, 2024 · Filed Jan 29, 2024

KEYS$272.13+4.4%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

KEYSIGHT TECHNOLOGIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials:

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act rules 14a-6(i)(i1) and 0-11.


		Dear Stockholders:

Keysight Technologies, Inc. 1400 Fountaingrove Parkway Santa Rosa, California 95403 January 29, 2024		On behalf of the board of directors of Keysight Technologies, Inc., I am pleased to invite you to attend our 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) to be held on Thursday, March 21, 2024 at 8:00 a.m., Pacific Time, at Keysight’s corporate offices at 1400 Fountaingrove Parkway, Santa Rosa, California 95403 (U.S.A.). Stockholders of record as of the close of business on January 22, 2024, are entitled to vote.
	If you are unable to attend the 2024 Annual Meeting in person, you may listen through the Internet or by telephone. To listen to the live webcast, log on at www.investor.keysight.com and select the link for the webcast. The webcast will begin at 8:00 a.m. and a recording of the webcast will remain on Keysight’s website for six months. You cannot record your vote or ask questions on this website or at this phone number.

	Details regarding how to attend the meeting and the business to be conducted at the meeting are more fully described in the accompanying Notice of 2024 Annual Meeting and this Proxy Statement.

	On behalf of our Board of Directors, thank you for being a Keysight stockholder and for your continued support of Keysight.

	Sincerely,



	Satish C. Dhanasekaran President and Chief Executive Officer

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDeRS

MEETING LOGISTICS

DATE: Thursday, March 21, 2024

TIME: 8:00 a.m., Pacific Time

PLACE: Keysight Technologies, Inc. 1400 Fountaingrove Parkway Santa Rosa, California 95403 (U.S.A.)

ITEMS OF BUSINESS

•	Elect three directors to a 3-year term;

•	Ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm;

•	Approve, on a non-binding advisory basis, the compensation of Keysight’s named executive officers;

•	Approve the Amended and Restated Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan;

•	Approve the Amended and Restated Keysight Technologies Inc.’s Employee Stock Purchase Plan;

•	Approve an Amendment to Keysight’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement;

•	Consider, on a non-binding advisory basis, Stockholder Proposal; Simple Majority Vote; and

•	Consider such other business as may properly come before the meeting.

IMPORTANT MEETING INFORMATION

Record Date

Stockholders of record as of close of business on January 22, 2024 (the “Record Date”) will be entitled to vote and participate in the 2024 Annual Meeting.

2024 Annual Meeting Admission

To be admitted to the 2024 Annual Meeting, you must present proof of ownership of Keysight stock as of the Record Date. This can be a brokerage statement or letter from a bank or broker indicating ownership on the Record Date, the Notice of Internet Availability of Proxy Materials, a proxy card, legal proxy or voting instruction card provided by your broker, bank or nominee. You may also be asked to present a form of photo identification such as a driver’s license or passport. The 2024 Annual Meeting will begin at 8:00 a.m. Limited seating is available on a first come, first served basis.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on March 21, 2024

On or about February 2, 2024, we will commence mailing to the majority of our stockholders a Notice of Internet Availability of Proxy Materials directing stockholders to a website where they can access the proxy statement for our 2024 Annual Meeting (the “Proxy Statement”), Annual Report on Form 10-K (the “Annual Report”), and view instructions on how to vote their shares by Internet or telephone. Our Proxy Statement follows. Financial and other information concerning Keysight is contained in our Annual Report.

By Order of the Board of Directors,

Jeffrey K. Li

Senior Vice President, General Counsel and Secretary

Santa Rosa, California

January 29, 2024

YOUR VOTE IS IMPORTANT. PLEASE VOTE.

	PROXY SUMMARY

This summary provides an overview of selected information in this year’s Proxy Statement. We encourage you to read the entire Proxy Statement before voting. In this Proxy Statement, the terms “Keysight,” “the Company,” “we,” and “our” refer to Keysight Technologies Inc. Information presented in this Proxy Statement is based on Keysight’s fiscal year starting with November 1 and ending on October 31 of each year (“Fiscal Year” or “FY”), unless specifically stated otherwise.

ANNUAL MEETING OF STOCKHOLDERS

Date & Time:			Thursday, March 21, 2024 at 8:00 a.m. Pacific Time
Location:			Keysight Technologies, Inc. 1400 Fountaingrove Parkway Santa Rosa, California 95403 (U.S.A.)
Record Date:			January 22, 2024

VOTING MATTERS

Stockholders will be asked to vote on the following matters at the 2024 Annual Meeting:

				Board Recommendation
	PROPOSAL 1. Elect three directors to a 3-year term			Vote FOR each director nominee
	PROPOSAL 2. Ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as Keysight’s independent registered public accounting firm			Vote FOR
	PROPOSAL 3. Approve, on a non-binding advisory basis, the compensation of Keysight’s named executive officers (“NEOs”)			Vote FOR
	PROPOSAL 4. Approve the Amended and Restated Keysight Technologies Inc. 2014 Equity and Incentive Compensation Plan			Vote FOR

2024 Proxy Statement i

				Board Recommendation
	PROPOSAL 5. Approve the Amended and Restated Keysight Technologies Inc. Employee Stock Purchase Plan			Vote FOR
	PROPOSAL 6. Approve an Amendment to the Amended and Restated Keysight Technologies Inc., Certificate of Incorporation to eliminate the supermajority voting requirement			Vote FOR
	PROPOSAL 7. Consider, on a non-binding advisory basis, Stockholder Proposal: Simple Majority Vote			Vote AGAINST

WHO WE ARE

Keysight is a global innovator in the computing, communications and electronics market, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services. Our mission, “accelerating innovation to connect and secure the world,” speaks to the value we provide our customers in a world of ever-increasing technological complexity. We deliver this value through a broad range of design and test solutions that address the critical challenges our customers face in bringing their innovations to market faster.

OUR VALUES

At Keysight, we are driven to deliver breakthrough solutions and trusted insight in electronic design, test, manufacture, and optimization to help customers accelerate the innovations that connect and secure the world. Our values guide how we work with each other and how we interact with our customers, our suppliers, our partners, our stockholders, and our communities. Keysight’s values make our culture dynamic, inclusive, inspiring, and powerful, creating a space where innovation and experimentation thrive.

GOVERNANCE HIGHLIGHTS

BOARD COMPOSITION

The Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”) of the Board of Directors of Keysight Technologies, Inc. (the “Board”) regularly reviews the overall composition of the Board and its committees to assess whether they reflect the appropriate mix of skills, experience, backgrounds and qualifications that are relevant to Keysight’s current and future business and strategy.

Each member of our Board has the necessary skills, qualifications, and expertise in technology, global business, leadership, and financial literacy to be an effective member of the Board. The table below summarizes the number of directors possessing each of the skills and experience we have determined are most relevant to the decision to nominate candidates to serve on the Board. Our director nominees’ biographies describe each director’s background and relevant experience in more detail.

ii 2024 Proxy Statement

2024 Proxy Statement iii

FISCAL YEAR 2024 BOARD PROFILE

BOARD REFRESHMENT

Thoughtful consideration is continuously given to the composition of our Board in order to maintain an appropriate mix of experience and qualifications, introduce fresh perspectives, and broaden and diversify the views and experience represented on the Board. As of the end of Fiscal Year 2023, the average tenure of our Board was six years and two months.

OUR DIRECTORS.


Nominee	Age at Record Date	Director Since	Board	Audit & Finance Committee	Compensation & Human Capital Committee	Executive Committee	Nominating & Corporate Governance Committee
James G. Cullen	81	October 2014	•		•		•
Satish C. Dhanasekaran	51	May 2022	•
Charles J. Dockendorff	69	October 2014	•	(C)			•
Richard P. Hamada	66	October 2014	•		•		•
Michelle J. Holthaus	50	May 2021	•		•		•
Paul A. Lacouture	73	March 2019	•	•			•
Ronald S. Nersesian	64	December 2013	(C)			(C)
Jean M. Nye	71	October 2014	(L)		•	•	(C)
Joanne B. Olsen	65	May 2019	•		(C)		•
Robert A. Rango	65	November 2015	•	•			•
Kevin A. Stephens	62	March 2022	•	•			•

(L) Lead Independent Director
(C) Chair			• Member

iv 2024 Proxy Statement

GOVERNANCE PRACTICES

We are advocates for the adoption of sound corporate governance policies that include strong Board leadership and prudent management practices and transparency.

Highlights of our Fiscal Year 2023 governance practices include, among others:

	• Nine of eleven directors are independent • Lead Independent Director with clearly defined role • Independent standing Board committees • Regular meetings of our independent directors without management present • 27% of directors are female • 27% of directors are Underrepresented Minorities (“URM”) • Average Board tenure of six years and two months (as of end of Fiscal Year 2023) • Annual evaluation of the Chief Executive Officer (“CEO”) by independent directors • Annual board and committee self-assessment process			• Policies prohibiting hedging, short selling and pledging of our common stock for all employees and directors • Stock ownership guidelines for executive officers and directors • Risk oversight by Board and Committees. • Board oversight of Environmental, Social and Governance (“ESG”) programs • Stockholder outreach program • Procedures for stockholders to communicate directly with the Board • Annual advisory vote on executive compensation • Periodic review of Committee charters and Corporate Governance Guidelines • Compensation and Human Capital Committee oversight of human capital management matters

STOCKHOLDER COMMUNICATION

Stockholder communication is essential to our ongoing review of our corporate environmental, social, governance and executive compensation programs and practices. This year, we reached out to stockholders representing over 46% of our outstanding shares and invited them to meet with our General Counsel and Corporate Secretary, our Chief Administrative Officer and Chief of Staff (“CAO”), and our Director of Investor Relations.

2024 Proxy Statement v

FISCAL YEAR 2023 FINANCIAL PERFORMANCE

We delivered exceptional results despite many headwinds, including geopolitical challenges, inflationary pressures, and continued supply chain disruptions. We continued to advance our software-centric solution strategy. As the rapid pace of technology accelerates, our customers across end markets are seeking deeper engagements earlier in the design cycle and are adopting our software solutions. Our ability to be resilient and nimble in this environment has been critical to long-term value creation for our stockholders, customers, and employees. Despite the challenges we faced, we maintained a sharp focus on our strategy, our strong operational execution, and our operating model. Keysight’s deep customer engagements with industry leaders and high value, differentiated solutions continued to drive broad-based demand across key technology megatrends.

Our accomplishments included:

FISCAL YEAR 2023 LONG-TERM STOCKHOLDER VALUE CREATION

RESULTS(1)	GROWTH	YEAR OVER YEAR
Generally Accepted Accounting Principles (“GAAP”) Revenue	$5.46B	1% YoY Change
GAAP Net Income	$1.06B	-6% YoY Change
Non-GAAP Net Income	$1.49B	7% YoY Change
GAAP Earnings Per Share (“EPS”)	$5.91 per share	-4% YoY Change
Non-GAAP EPS	$8.33 per share	9% YoY Change

(1)	Reconciliations to comparable GAAP metrics are available at investor.keysight.com under quarterly reports in financial information.

LONG TERM STOCKHOLDER VALUE CREATION

(1)	Measured using the closing stock price on October 31, 2023, as compared to the closing stock price on October 31, 2018, and October 31, 2020, for the 5-year and 3-year TSR, respectively.

vi 2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS HIGHLIGHTS

COMPENSATION POLICIES AND PRACTICES

Our commitment to designing an executive compensation program that is consistent with responsible financial and risk management is reflected in the following policies and practices:

	What We Do			What We Don’t Do
	• Compensation and Human Capital Committee of the Board of Directors (“Compensation and Human Capital Committee”) is comprised 100% of independent directors • Independent compensation consultant retained by the Compensation and Human Capital Committee • Balance short- and long-term incentives, cash and equity, and fixed and variable pay elements to executive officers to discourage short-term risk taking at the expense of long-term results • Measurable ESG metric as a component of our executive short-term incentive plan (“STI”) • Performance-based equity awards comprising approximately 60% of the overall equity allocation to executive officers • 86% of our NEOs’ pay is performance based and at risk • Set meaningful performance goals for performance-based short and long-term compensation • Maximum limits on the amount of annual cash incentives and performance-based restricted stock units (“PSUs”) that may be paid out • Maintain a robust clawback policy that applies to both cash incentives and equity awards • Annually assess and mitigate compensation risk • Solicit an annual advisory vote on executive compensation • Maintain robust stock ownership guidelines			• No employment agreements providing for multi-year guarantees of salary increases, non-performance-based bonuses or equity compensation. • No repricing or repurchasing of underwater stock options or stock appreciation rights without stockholder approval • No dividends or dividend equivalents on unearned awards • No executive officers engaging in hedging transactions or pledging our securities as collateral for loans • No single trigger change of control acceleration of vesting for equity awards • No excessive perquisites • No excessive severance benefits • No golden parachute tax gross ups

2024 Proxy Statement vii

INCENTIVE PROGRAM – PAY-FOR-PERFORMANCE HIGHLIGHTS

As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, our NEOs are compensated in a manner consistent with our performance-based pay philosophy and corporate governance best practices. Below are a few highlights of our pay for performance programs as they relate to our CEO and NEOs in Fiscal Year 2023.

(1)	Ronald Nersesian retired as Executive Chair on May 1, 2023 and is therefore not included in the Average NEO Total Target Compensation Chart, above.

(2)	Short-Term Incentive Plan (“STI”).

(3)	Long-Term Incentive Plan (“LTI”).

FISCAL YEAR 2023 SHORT TERM INCENTIVE PLAN RESULTS

Metrics	H1 Achievement % of Target	H2 Achievement % of Target
Non-GAAP EPS	106.1%	93.2%
Keysight Non-GAAP Revenue Growth	78.7%	-61.2%
Keysight Non-GAAP Annualized Recurring Revenue (“ARR”) Growth	72.0%	92.0%
Keysight Orders (Millions)	85.1%
Worldwide Quota (“WWQ”)		89.3%
Environmental, Social & Governance (“ESG”)	200%

viii 2024 Proxy Statement

LONG-TERM PERFORMANCE PLAN (“LTP”) RESULTS

Fiscal Year 2021 - Fiscal Year 2023 PSU Grants: TSR

TSR Relative to S&P 500 Total Return Index for FY21-FY23	Pay-for-Performance Results
Threshold (25% Payout)	Target (100% Payout)	Maximum (200% Payout)
40 percentage points below index	Equals Index	40 percentage points above index
	S&P 500 Total Return Index 35.1%	Keysight TSR 33.8%	1.3 ppts below index
			97.5% Payout

Fiscal Year 2021 - Fiscal Year 2023 PSU Grants: Non-GAAP Operating Margin (“Non-GAAP OM”)

· Non-GAAP OM Goals for FY21-FY23 · · · Actual OM Achievement ·
· Year · · · Threshold (50% Payout) · · · Target (100% Payout) · · · Maximum (200% Payout) · · ·
· · · 5 points below annual Non-GAAP OM plan · · · Achievement of annual Non-GAAP OM plan · · · 5 points above annual Non-GAAP OM plan · · ·
	2021	20.9%	25.9%	30.9%	27.8%
	2022	22.5%	27.5%	32.5%	29.3%
	2023	24.8%	29.8%	34.8%	30.3%
					128% Payout

See the “Compensation Discussion and Analysis” section of this Proxy Statement for more information.

2024 Proxy Statement ix

CORPORATE SOCIAL RESPONSIBILITY KEY IMPACT GOALS

Keysight established targeted measures across environmental sustainability, social impact and ethical governance in Fiscal Year 2023. Goals have been identified to align with short-, mid-, and long-term efforts as noted.


Value committed to strengthening communities	$250M	$319M+
Students and future engineers engaged through STEM education	660,000	1.8M+
Global New Hires are Women by the end of Fiscal Year 2023	33.6%	33.9%
U.S. New Hires are URM(1) by the end of Fiscal Year 2023	50.1%	61.1%
Material negative impact to the income statement and institutional investments	ZERO	ZERO

				Key Impact Goal by End of Fiscal Year 2040
	Emissions in Company Operations			NET ZERO

(1)	Keysight defines URM as an individual who self identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska native, or as gay, lesbian, bisexual, or transgender.

x 2024 Proxy Statement

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