KEYS Keysight Technologies Inc

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.  )

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Filed by a Party other than the Registrant  ☐

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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.

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.

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

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.

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

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.

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.

 

 

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.

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:

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.

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:

 

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:

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.

 

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

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.

The Nominating and Corporate Governance Committee performs an assessment of the skills and the experience needed to properly oversee the interests of Keysight and its stockholders. Generally, the Nominating and Corporate Governance Committee reviews both the short and long-term strategies of Keysight to determine what current and future skills and experience are required of the Board in exercising its oversight function. The Nominating and Corporate Governance Committee then compares those skills and experience to those of the current directors and potential director candidates. The Nominating and Corporate Governance Committee conducts targeted efforts to identify and recruit individuals who have the qualifications highlighted through this process.

The table below summarizes the key qualifications, skills, and attributes most considered most relevant for service on the Board in Fiscal Year 2024. A mark indicates a specific area of focus or expertise on which the Board particularly relies. The absence of a mark does not mean the director does not possess that qualification or skill. Our director nominees’ biographies describe each director’s background and relevant experience in more detail.

Keysight’s Board is currently divided into three classes serving staggered three-year terms. Directors for each class are elected at the Annual Meeting held in the year in which the term for their class expires. Keysight’s Bylaws, as amended, allow the Board to fix the number of directors by resolution. The composition of the Board as of December 31, 2024, and the term expiration dates for each director are as follows:

Directors elected at the 2025 Annual Meeting will hold office for a three-year term expiring at the annual meeting in 2028 (or until their respective successors are elected and qualified, or until their earlier death, resignation or removal). Each nominee is a current director of Keysight, and information regarding each of the nominees is provided below as of December 31, 2024. In nominating James G. Cullen, who is 82 years old, the Board and Nominating and Governance Committee also considered our director retirement guideline that provides that unless otherwise approved by the Board, no director may be nominated to a new term if he or she would be age 75 or older at the time of election.

The Board and Nominating and Corporate Governance Committee considered Mr. Cullen’s strong understanding of Keysight’s business, considerable managerial and operational experience and expertise and contributions to the Board and the committees on which he sits, as well as the needs of Keysight and the benefit that his continued service on the Board could provide, and determined that notwithstanding the retirement guideline, it was in the best interest of Keysight and its stockholders to allow for his nomination for election at the 2025 Annual Meeting and continued service until the Annual Meeting in 2028. Accordingly, Keysight’s Board approved an exemption to the Company’s retirement age guideline for James G. Cullen.

Mr. Cullen was President and Chief Operating Officer of Bell Atlantic Corporation (now known as Verizon) from 1997 to June 2000 and a member of the office of Chair from 1993 to June 2000. Prior to this appointment, Mr. Cullen was the President and Chief Executive Officer of the Telecom Group of Bell Atlantic from 1995 to 1997. Prior to that time, Mr. Cullen held management positions with New Jersey Bell and AT&T. Mr. Cullen holds a Bachelor of Arts degree in Economics from Rutgers University and a Master of Science degree in Management Science from the Massachusetts Institute of Technology. He serves on the board of directors of Avinger Inc. Mr. Cullen self-identifies as a white male.

Mr. Cullen has considerable managerial and operational experience and expertise from his senior leadership position with Bell Atlantic and its predecessors. In addition, Mr. Cullen brings significant public company director experience and perspective on public company management and governance. Mr. Cullen has a strong understanding of Keysight’s business having served on the board of Agilent Technologies, Inc. (“Agilent”) for over 10 years, including more than five years as the non-executive Chair.

Mrs. Holthaus has served as interim co-Chief Executive Officer of Intel Corporation and Chief Executive Officer of Intel Products since December 1, 2024. Previously, she served as executive vice president and general manager of the Client Computing Group at Intel Corporation where she is responsible for all aspects of running and growing the client business. In her previous role she led Intel’s global sales, marketing and communications functions. She previously served as senior vice president and general manager of sales and marketing from July 2018 to September 2019, as corporate vice president and general manager of sales and marketing from September 2017 through June 2018, and as division vice president and division general manager of sales and marketing from February 2016 through August 2017. She has been with Intel since 1996 and has held a variety of roles within the products and marketing areas. Mrs. Holthaus received a B.A. in Finance from Linfield College. Mrs. Holthaus self-identifies as a white female.

Mrs. Holthaus brings a strong combination of sales and marketing experience, deep customer insight and financial acumen from her numerous senior management positions, making her a valuable contributor to the Keysight Board.

Ms. Nye served as Senior Vice President of Human Resources for Agilent from August 1999 through October 2014. As Agilent’s first Chief Human Resources Officer, she was responsible for the leadership and cultural transformation of the new company as it established its identity, strategy and management practices distinct from those of Hewlett Packard. From 1997 to 1999, Ms. Nye served as the Director of Education for Hewlett Packard. During her 19-year tenure at Hewlett Packard, Ms. Nye held various positions in Manufacturing, Quality and Strategic Planning as well as Human Resources. Ms. Nye received her BA from Princeton University and an MBA from Harvard University. Ms. Nye has served as a director of several schools and non-profit organizations. Ms. Nye self-identifies as a white female.

As advisor to several public technology companies, Ms. Nye has contributed particular expertise in Senior Executive succession planning. Ms. Nye has in-depth knowledge of Keysight and its businesses, having been a leader at Keysight’s predecessors, Agilent and HP, for over 30 years. Over the course of her career, she developed considerable expertise in Keysight’s businesses, policies and practices. This perspective provides valuable insight on the Keysight Board.

Ms. Olsen most recently served as Executive Vice President of Oracle Global Cloud Services and Support until her retirement in 2017. She previously served as Senior Vice President and leader of Oracle’s applications sales, alliances and consulting organizations in North America. Ms. Olsen began her career with IBM, where, over the course of more than three decades, she held a variety of executive management positions across sales, global financing and hardware. Ms. Olsen holds a B.A. in Mathematics and Economics from East Stroudsburg University of Pennsylvania. She also serves on the board of directors of Ciena Corporation and Teradata Corporation. Ms. Olsen self-identifies as a white female.

Ms. Olsen brings a strong combination of sales, support and product experience from numerous senior management positions and considerable public company director experience, making her a valuable contributor to the Keysight Board.

The Keysight directors whose terms are not expiring this year are listed below. They will continue to serve as directors for the remainder of their terms or through such other date, in accordance with Keysight’s Bylaws. Information regarding each of such directors, as of December 31, 2024, is provided below.

Mr. Dhanasekaran has served as President and Chief Executive Officer of Keysight since May 2022. He served as Senior Vice President and Chief Operating Officer (“COO”) from October 2020 through April 2022. He was Senior Vice President and President of the Communications Solutions Group from July 2017 through September 2020. From May 2016 through June 2017, Mr. Dhanasekaran served as Keysight’s Vice President and General Manager, Wireless Devices and Operators Business Unit. From June 2015 through April 2016, Mr. Dhanasekaran served as the General Manager of the Mobile Broadband Operation, and from November 2014 through May 2015, he led the marketing function for the Signal Analysis and Signal Sources Division. He holds a master’s degree in electrical engineering from Florida State University and an executive education certification from The Wharton School of Business at the University of Pennsylvania. Mr. Dhanasekaran serves on the board of directors of Zebra Technologies Corporation. Mr. Dhanasekaran self-identifies as an Asian male.

Mr. Dhanasekaran’s diverse experience as a manager, General Manager, COO and CEO provides the Board with deep knowledge of the day-to-day working of Keysight businesses and operating model.

Mr. Hamada served as the Chief Executive Officer of Avnet Inc. from July 2011 until July 2016 and as a member of the Avnet board of directors from February 2011 until July 2016. He first joined Avnet in 1983 and served in many capacities including President from May 2010 through June 2011 and Chief Operating Officer from July 2006 through June 2011, as President of Avnet’s Technology Solutions operating group from July 2003 through June 2006, and as President of its Computer Marketing business unit from January 2002 through June 2003. Mr. Hamada holds a Bachelor of Science degree in Finance from San Diego State University. He serves on the board of directors of Trinity Capital, Inc. Mr. Hamada self-identifies as an Asian male.

As a result of Mr. Hamada’s broad background in the technology and electronics industries, spanning his career, Mr. Hamada provides the Keysight Board with extensive sales, marketing and management knowledge.

Mr. Lacouture retired in 2007 as Executive Vice President of Engineering and Technology for Verizon Telecom, a position he held since 2006. From 2000 to 2006, Mr. Lacouture was President of the Verizon Network Services Group. Prior to the Bell Atlantic/GTE merger in July 2000, Mr. Lacouture was President of the Network Services group at Bell Atlantic. Mr. Lacouture received his Bachelor of Science degree in Electrical Engineering from Worcester Polytechnic Institute and an MBA from Northeastern University. Mr. Lacouture self identifies as a white male.

Mr. Lacouture brings extensive management experience from numerous senior management positions and considerable public company director experience to the Keysight Board.

Mr. Stephens served as the Executive Vice President and President of the Business Services at Altice USA, a New York-based broadband and video services provider from December 2015 until his retirement in January 2019. Prior to that, he served as President of Commercial and Advertising Operations at Suddenlink Communications, an internet service provider, from December 2012 through November 2015 and also served as Senior Vice President, Commercial and Advertising Operations of Suddenlink Communications from May 2006 through November 2012. Earlier in his career, Mr. Stephens held senior leadership positions at both Fortune 500 and start-up firms, including Cox Communications, Choice One Communications, and Xerox Corporation. Mr. Stephens earned a Bachelor of Business Administration degree from the University of Michigan and an MBA degree from the University of Southern California. He serves on the board of directors of Crown Castle Inc. Mr. Stephens self identifies as black male.

Mr. Stephens brings to the Board extensive management experience and market insight in technology and internet services from numerous senior management positions.