Keysight Technologies Inc

For the period ended Mar 20, 2025. Filed Jan 27, 2025.

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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 20, 2025 · Filed Jan 27, 2025

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 31, 2025		On behalf of the board of directors (“Board of Directors” or “Board”) of Keysight Technologies, Inc. (“Keysight,” “we,” or “our”), I am pleased to invite you to attend our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). The 2025 Annual Meeting will be held on Thursday, March 20, 2025 at 8:00 a.m., Pacific Time, virtually via the internet at https://meetnow.global/M5TCVVD. Stockholders of record as of the close of business on January 22, 2025, are entitled to vote.
	You may attend the 2025 Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned internet site. We believe that having a virtual only Annual Meeting allows for greater stockholder attendance and participation since stockholders can attend from any location. We are committed to affording stockholders the ability to participate at the virtual meeting to the same extent as they would at an in-person meeting. Details regarding how to access the virtual meeting via the internet and the business to be conducted at the meeting are more fully described in the accompanying Notice of 2025 Annual Meeting and 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 2025 ANNUAL MEETING OF STOCKHOLDERS

MEETING LOGISTICS

DATE: Thursday, March 20, 2025

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

LIVE WEBCAST: https://meetnow.global/M5TCVVD access begins at 7:30 a.m. Pacific Time. To access the meeting, copy and paste the URL into your preferred browser. Please note that Microsoft Internet Explorer is not supported, so you will need to use another browser.

The Notice of Internet Availability of Proxy Materials (“Notice”) for the Keysight Technologies, Inc. (“Keysight”, “we” or “our”) 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), proxy statement for our 2025 Annual Meeting (the “Proxy Statement”), and the Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (the “Annual Report”) are available free of charge at www.envisionreports.com/KEYS.

ITEMS OF BUSINESS

•	Elect four 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;

•	Consider, on a non-binding advisory basis, Stockholder Proposal: Elect Each Director Annually

•	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, 2025 (the “Record Date”) will be entitled to vote and participate in the 2025 Annual Meeting.

How to Attend the 2025 Annual Meeting

This year’s Annual Meeting will take place entirely online. If you are a stockholder of record, you may attend and vote at the 2025 Annual Meeting by visiting https://meetnow.global/M5TCVVD and entering the control number included on your Notice or on your proxy card that accompanied your proxy materials (if you received a printed copy of the proxy materials). If you are a beneficial owner of shares held in “street name” (meaning, if you hold your shares through a broker, bank, or other nominee), you may virtually attend and vote your shares and ask questions at the 2025 Annual meeting by visiting https://meetnow.global/M5TCVVD and entering the control number on your voting instruction form, or you may register in advance to virtually attend the 2025 Annual Meeting and to vote your shares and ask questions during the Annual Meeting. Please see the “Frequently Asked Questions” section of this Proxy Statement for more information.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on March 20, 2025

On or about January 31, 2025, we will commence mailing to the majority of our stockholders the Notice directing stockholders to a website where you can access the Proxy Statement, Annual Report, and view instructions on how to vote your shares by internet or telephone. Our Proxy Statement follows. Financial and other information concerning Keysight is contained in our 2024 Annual Report.

By Order of the Board of Directors,

Jeffrey K. Li

Senior Vice President, General Counsel and Secretary

Santa Rosa, California

January 31, 2025

YOUR VOTE IS IMPORTANT. PLEASE VOTE.

PROXY SUMMARY

This summary provides an overview of selected information in this year’s proxy statement (the “Proxy Statement”) for our 2025 Annual Meeting of stockholders (the “2025 Annual Meeting”). 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 most recent fiscal year starting on 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 20, 2025 at 8:00 a.m. Pacific Time
Location:	https://meetnow.global/M5TCVVD
Record Date:	January 22, 2025

VOTING MATTERS

Stockholders will be asked to vote on the following matters at the 2025 Annual Meeting:

	Board Recommendation
PROPOSAL 1. Elect four 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. Consider, on a non-binding advisory basis, Stockholder Proposal: Elect Each Director Annually	NO RECOMMENDATION

2025 Proxy Statement i

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 on ever-shorter schedules.

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.

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 2025 Proxy Statement

2025 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 2024, the average tenure of our Board was seven years and two months.

OUR DIRECTORS

Committee Memberships (as of January 22, 2025)
Nominee	Age at Record Date	Director Since	Board	Audit & Finance Committee	Compensation & Human Capital Committee	Executive Committee	Nominating & Corporate Governance Committee
James G. Cullen	82	October 2014	•		•		•
Satish C. Dhanasekaran	52	May 2022	•
Charles J. Dockendorff	70	October 2014	•	(C)			•
Richard P. Hamada	67	October 2014	•		•		•
Michelle J. Holthaus	51	May 2021	•		•		•
Paul A. Lacouture	74	March 2019	•	•			•
Ronald S. Nersesian	65	December 2013	(C)			(C)
Jean M. Nye	72	October 2014	(L)		•	•	(C)
Joanne B. Olsen	66	May 2019	•		(C)		•
Robert A. Rango	66	November 2015	•	•			•
Kevin A. Stephens	63	March 2022	•	•			•

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

iv 2025 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 2024 governance practices include, among others:

• Nine of eleven directors are independent • Separate CEO and Board Chair • 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 seven years and two months (as of end of Fiscal Year 2024) • 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 its Committees. • Board oversight of environmental, social and governance (“ESG”) programs • Stockholder outreach program • Procedures for stockholders to communicate directly with the Board • Annual management outreach to stockholders to discuss ESG topics of interest • 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 • Board oversight of climate change risks and opportunities

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 50% 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.

2025 Proxy Statement v

FISCAL YEAR 2024 FINANCIAL PERFORMANCE

Keysight enables leading-edge, disruptive innovation around the world. The evolving dynamics within our industry have propelled an increased demand for our distinct solutions, and we harness the opportunities presented by extensive technology investments across a diverse array of markets. Our solutions create substantial value for our customers, propelling our long-term growth.

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, operational execution, and our operating model. Keysight’s deep customer engagements with industry leaders and our high value, differentiated solutions continued to drive broad-based demand across key technology megatrends.

Our accomplishments included:

FISCAL YEAR 2024 PERFORMANCE

RESULTS(1)	GROWTH	YEAR OVER YEAR
Generally Accepted Accounting Principles (“GAAP”) Revenue	$4.98B	-9% YoY Change
GAAP Net Income	$614M	-42% YoY Change
Non-GAAP Net Income	$1.10B	-26% YoY Change
GAAP Earnings Per Share (“EPS”)	$3.51 per share	-41% YoY Change
Non-GAAP EPS	$6.27 per share	-25% YoY Change

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

LONG TERM TOTAL SHAREHOLDER RETURN (“TSR”) PERFORMANCE

(1)	Measured using the closing stock price on October 31, 2024, as compared to the closing stock price on October 31, 2019, and October 29, 2021, for the 5-year and 3-year TSR, respectively.

vi 2025 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 comprise approximately 60% of the overall equity allocation to executive officers • Approximately 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 • No discretionary incentives

2025 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 2024.

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

(2)	Long-Term Incentive Plan (“LTI”).

FISCAL YEAR 2024 SHORT TERM INCENTIVE PLAN RESULTS

Metrics	H1 Achievement% of Target	H2 Achievement% of Target
Non-GAAP EPS	94.9	104.1
Keysight Non-GAAP Revenue Growth	97.2	100.8
ESI Revenue Growth	104.2	84.7
Keysight Worldwide Quota (“WWQ”)	89.4	97.1
Environmental, Social & Governance (“ESG”) · 50% Payout

viii 2025 Proxy Statement

LONG-TERM PERFORMANCE PLAN (“LTP”) RESULTS

Fiscal Year 2022 - Fiscal Year 2024 PSU Grants: TSR

TSR Relative to S&P 500 Total Return Index for FY22-FY24	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 32.7%	Keysight TSR -13.5%	46.2 ppts below index
			0% Payout

Fiscal Year 2022 - Fiscal Year 2024 PSU Grants: Non-GAAP Operating Margin (“Non-GAAP OM”)

Non-GAAP OM Goals for FY22-FY24 · 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
2022	22.5%	27.5%	32.5%	29.3%
2023	24.8%	29.8%	34.8%	30.3%
2024	22.4%	27.4%	32.4%	26.3%
111.7% Payout

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

2025 Proxy Statement ix

CORPORATE SOCIAL RESPONSIBILITY KEY IMPACT GOALS

Keysight established targeted measures across environmental sustainability, social impact and ethical governance in Fiscal Year 2024. Goals have been identified to align with short-, mid-, and long-term efforts as noted.

Key Impact Goals by End of FY 2024 · End Results through FY 2024
Value committed to strengthening communities	$250M	$295M+
Students and future engineers engaged through science, technology, engineering and math (“STEM”) education	2M	4.4M+
Global New Hires are Women by the end of Fiscal Year 2024	34.4%	32.8%
U.S. New Hires are URM(1) by the end of Fiscal Year 2024	50.1%	57.5%
No material negative impact to the income statement and institutional investments	ZERO	ZERO

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 2025 Proxy Statement

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