We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Keysight Technologies Inc | NYSE:KEYS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 147.94 | 0 | 09:00:00 |
☒
|
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 the appropriate box):
|
||||||
|
| |
|
| |
|
☒
|
| |
No fee required.
|
|||
☐
|
| |
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|
|||
|
| |
1)
|
| |
Title of each class of securities to which transaction applies:
|
|
| |
|
| |
|
|
| |
2)
|
| |
Aggregate number of securities to which transaction applies:
|
|
| |
|
| |
|
|
| |
3)
|
| |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
| |
|
| |
|
|
| |
4)
|
| |
Proposed maximum aggregate value of transaction:
|
|
| |
|
| |
|
|
| |
5)
|
| |
Total fee paid:
|
|
| |
|
| |
|
☐
|
| |
Fee paid previously with preliminary materials:
|
|||
☐
|
| |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
|
|||
|
| |
1)
|
| |
Amount previously paid:
|
|
| |
|
| |
|
|
| |
2)
|
| |
Form, Schedule or Registration Statement No.:
|
|
| |
|
| |
|
|
| |
3)
|
| |
Filing Party:
|
|
| |
|
| |
|
|
| |
4)
|
| |
Date Filed:
|
|
| |
|
| |
|
DATE: Thursday, March 17, 2022
|
TIME: 8:00 a.m., Pacific Time
|
LIVE WEBCAST: https://meetnow.global/MQ7GZR6 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 Internet Explorer is not supported.
|
•
|
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;
|
•
|
Approve an amendment to Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors; and
|
•
|
Consider such other business as may properly come before the meeting.
|
|
PROXY SUMMARY
|
Date & Time:
|
| |
Thursday, March 17, 2022 at 8:00 a.m. Pacific Time
|
Location:
|
| |
https://meetnow.global/MQ7GZR6
|
Record Date:
|
| |
January 18, 2022
|
|
|
| |
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 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 |
| |
Vote FOR
|
| |||
|
PROPOSAL 4. Approve an amendment to Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors
|
| |
Vote FOR
|
|
|
2022 Proxy Statement i
|
32,000+
|
| |
2,000+
|
| |
14,000+
|
| |
145,000+
|
▼
|
| |
▼
|
| |
▼
|
| |
▼
|
Customers, including
our indirect channel, in
more than 100 countries
|
| |
Active US and foreign patents issued or pending
|
| |
Diverse employees located around the world
|
| |
Students and future engineers engaged through STEM education in
Fiscal Year 2021
|
ii 2022 Proxy Statement
|
|
|
|
| |
|
| |
|
| |
|
| |
Committee Memberships (as of January 18, 2022)
|
| |||||||||
|
Nominee
|
| |
Age at
Record
Date
|
| |
Director
Since
|
| |
Board
|
| |
Audit &
Finance
Committee
|
| |
Compensation
and Human Capital
Committee
|
| |
Executive
Committee
|
| |
Nominating
& Corporate
Governance
Committee
|
|
|
James G. Cullen
|
| |
79
|
| |
October
2014
|
| |
•
|
| |
|
| |
(C)
|
| |
|
| |
•
|
|
|
Charles J. Dockendorff
|
| |
67
|
| |
October
2014
|
| |
•
|
| |
(C)
|
| |
|
| |
|
| |
•
|
|
|
Richard P. Hamada
|
| |
63
|
| |
October
2014
|
| |
•
|
| |
|
| |
•
|
| |
|
| |
•
|
|
|
Michelle J. Holthaus
|
| |
48
|
| |
May
2021
|
| |
•
|
| |
|
| |
|
| |
|
| |
•
|
|
|
Paul A. Lacouture
|
| |
71
|
| |
March
2019
|
| |
•
|
| |
•
|
| |
|
| |
|
| |
•
|
|
|
Ronald S. Nersesian
|
| |
62
|
| |
December
2013
|
| |
(C)
|
| |
|
| |
|
| |
(C)
|
| |
|
|
|
Jean M. Nye
|
| |
69
|
| |
October
2014
|
| |
•
|
| |
|
| |
•
|
| |
|
| |
(C)
|
|
|
Joanne B. Olsen
|
| |
63
|
| |
May
2019
|
| |
•
|
| |
|
| |
•
|
| |
|
| |
•
|
|
|
Robert A. Rango
|
| |
63
|
| |
November
2015
|
| |
•
|
| |
•
|
| |
|
| |
|
| |
•
|
|
(C) Chair
|
| |
• Member
|
(1)
|
Paul N. Clark retired from the Keysight Board of Directors effective on December 1, 2021
|
iv 2022 Proxy Statement
|
|
|
• Nine of ten directors are independent
• Lead Independent Director with clearly defined role
• Independent standing Board committees
• Regular meetings of our independent directors without management present
• 30% of directors are female
• 10% of directors are Under Represented Minorities (“URM”)
• Average Board tenure of 5.3 years (as of end of Fiscal Year 2021)
• Annual evaluation of the CEO by independent directors
• Annual board 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.
• 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
|
|
|
2022 Proxy Statement v
|
|
Generally Accepted Accounting Principles (“GAAP”) Revenues
|
| |
$4.9B
|
| |
17.1% YoY growth
|
|
|
GAAP Net Income
|
| |
$894M
|
| |
42.6% YoY growth
|
|
|
Non-GAAP Net Income
|
| |
$1,164M
|
| |
26.7% YoY growth
|
|
|
GAAP Earnings Per Share (“EPS”)
|
| |
$4.78 per share
|
| |
44.6% YoY growth
|
|
|
Non-GAAP EPS
|
| |
$6.23 per share
|
| |
28.4% YoY growth
|
|
(1)
|
Measured the closing stock price on October 29, 2021 as compared to the closing stock price on October 31, 2016 and October 31, 2018 for the 5 Year and 3 Year TSR, respectively.
|
vi 2022 Proxy Statement
|
|
|
What We Do
|
| |
What We Don’t Do
|
|
|
• Compensation and Human Capital Committee of the Board of Directors (the “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
• Measurable ESG metric as a component of executive short-term incentive plan
• Performance-based equity awards comprising approximately 60% of the overall equity allocation to executive officers
• Maximum limits on the amount of annual cash incentives and performance-based restricted stock units (“PSUs”) that may be paid out
• Maintain a 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
• Prohibitions on 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
|
|
|
2022 Proxy Statement vii
|
(1)
|
Long Term Incentive Plan (“LTI”)
|
(2)
|
Short Term Incentive Plan (“STI”)
|
|
Goals
|
| |
H1 Attainment
% of Target
|
| |
H2 Attainment
% of Target
|
|
|
Non-GAAP EPS
|
| |
113.9%
|
| |
118.7%
|
|
|
Keysight Non-GAAP Revenue Growth
|
| |
143.0%
|
| |
226.9%
|
|
|
Keysight Non-GAAP Annualized Recurring Revenue (“ARR”) Growth
|
| |
210.0%
|
| |
137.8%
|
|
|
Worldwide Quota (“WWQ”)
|
| |
108.0%
|
| |
110.9%
|
|
viii 2022 Proxy Statement
|
|
|
TSR Relative to S&P 500 Total Return Index for FY19-FY21
|
| |
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
65.3%
|
| |
Keysight TSR
173.7%
|
| |
108.4 ppts above index
|
|
|
|
| |
|
| |
|
| |
200% Payout
|
|
|
Non-GAAP OM Goals for FY19-FY21
|
| |
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
|
| |
|
|
|
2019
|
| |
14.5%
|
| |
19.5%
|
| |
24.5%
|
| |
24.0%
|
|
|
2020
|
| |
19.6%
|
| |
24.6%
|
| |
29.6%
|
| |
25.4%
|
|
|
2021
|
| |
20.9%
|
| |
25.9%
|
| |
30.9%
|
| |
27.8%
|
|
|
|
| |
|
| |
|
| |
|
| |
148% Payout
|
|
|
2022 Proxy Statement ix
|
|
|
| |
Key Impact Goals by End of FY 2021
|
| |
End Results through FY 2021
|
|
|
Value committed to strengthening communities
|
| |
$250M
|
| |
$315M+
|
|
|
Students and future engineers engaged through STEM education
|
| |
75,000
|
| |
145,000+
|
|
|
Global New Hires are Women by the end of Fiscal Year 2021
|
| |
35%
|
| |
34.4%
|
|
|
U.S. New Hires are Underrepresented Minorities (“URM”)(1)
by the end of Fiscal Year 2021
|
| |
45%
|
| |
46.4%
|
|
|
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)
|
California Assembly Bill 979 defines underrepresented minority as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska native, or as gay, lesbian, bisexual, or transgender.
|
x 2022 Proxy Statement
|
|
Health & Safety of Employees
& Their Families
|
| |
Support for
Customers
|
| |
Helping
Relief Efforts
|
▼
|
| |
▼
|
| |
▼
|
Keysight has continued to focus on protecting employees and their families by continued work from home, limiting site access to essential workers, limiting travel, requiring rigorous safety procedures and protocols for employees working at manufacturing and service sites, financial assistance to employees in India, vaccine clinics and vaccine mandates.
|
| |
Keysight remained committed to supporting customers during this time and minimizing disruption.
|
| |
Keysight is helping its customers and the community fight this pandemic.
|
|
2022 Proxy Statement xi
|
| | | | |||
| | | ||||
| | | ||||
| | | ||||
| | | ||||
| | | ||||
| | | ||||
| | | ||||
| | | ||||
| | | ||||
| | | ||||
| | | ||||
| | | ||||
| |
|
| | ||
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| | ||
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| | ||
| | | ||||
| | | ||||
|
| |
|
| |
|
|
| |
|
| |
|
|
PROPOSAL 1:
ELECTION OF DIRECTORS
|
|
2022 Proxy Statement 3
|
|
Qualifications,
Expertise
& Attributes
|
| |
James G. Cullen
|
| |
Charles J. Dockendorff
|
| |
Richard P. Hamada
|
| |
Michelle J. Holthaus
|
| |
Paul A. Lacouture
|
| |
Ronald S. Nersesian
|
| |
Jean M. Nye
|
| |
Joanne B. Olsen
|
| |
Robert A. Rango
|
|
|
Board Diversity
Representation of gender and/or ethnic diversity
|
| |
|
| |
|
| |
URM
|
| |
F
|
| |
|
| |
|
| |
F
|
| |
F
|
| |
|
|
|
Technology
A significant background working in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation and extend or create new business models
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
|
|
Global Business
Experience cultivating and sustaining business relationships internationally and overseeing multinational operations
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
|
|
Leadership
Has overseen the execution of important strategic, operational and policy issues while serving in an executive or senior leadership role
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
|
|
Strategic Transactions
A history of leading growth through acquisitions, other business combinations and strategic partnership transactions
|
| |
•
|
| |
•
|
| |
•
|
| |
|
| |
•
|
| |
•
|
| |
•
|
| |
|
| |
•
|
|
|
Financial Literacy
Knowledge of financial markets, financing operations, complex financial management and accounting and financial reporting processes
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
|
|
Institutional Knowledge
Significant knowledge of our business strategy, operations, key performance indicators and competitive environment
|
| |
•
|
| |
•
|
| |
•
|
| |
|
| |
|
| |
•
|
| |
•
|
| |
|
| |
•
|
|
|
Sales and Marketing
Has served in a senior sales management, marketing campaign management or marketing/ advertising role or function
|
| |
•
|
| |
|
| |
•
|
| |
•
|
| |
|
| |
•
|
| |
|
| |
•
|
| |
•
|
|
|
Enterprise Human Capital Management
Enterprise-wide experience in recruiting, managing, developing and optimizing a company’s human resources
|
| |
•
|
| |
|
| |
|
| |
|
| |
|
| |
•
|
| |
•
|
| |
|
| |
|
|
|
Information Security
Experience in creating, managing, or overseeing enterprise-wide information security programs
|
| |
|
| |
•
|
| |
|
| |
|
| |
•
|
| |
|
| |
|
| |
|
| |
•
|
|
4 2022 Proxy Statement
|
|
|
Class
|
| |
Directors
|
| |
Term Expires
|
|
|
I
|
| |
Ronald S. Nersesian, Charles J. Dockendorff and Robert A. Rango
|
| |
2024
|
|
|
II
|
| |
James G. Cullen, Michelle J. Holthaus, Jean M. Nye and Joanne B. Olsen
|
| |
2022
|
|
|
III
|
| |
Richard P. Hamada and Paul A. Lacouture
|
| |
2023
|
|
|
2022 Proxy Statement 5
|
|
| |
AGE: 79
|
| |
KEYSIGHT COMMITTEES:
|
| |
PUBLIC DIRECTORSHIPS:
|
|
|
| |
|
| |
|
| |
|
|
|
Director Since:
October 2014
|
| |
Compensation and
Human Capital
(Chair)
Nominating and Corporate Governance
|
| |
Avinger, Inc.
Former Public Directorships Held During the Past Five Years:
Neustar, Inc. Prudential Financial, Inc. Agilent Technologies, Inc.
|
| ||
|
|
| |
|
| |
|
|
6 2022 Proxy Statement
|
|
|
| |
AGE: 48
|
| |
KEYSIGHT COMMITTEES:
|
| |
PUBLIC DIRECTORSHIPS:
|
|
|
| |
|
| |
|
| |
|
|
|
Director Since:
May 2021
|
| |
Nominating and Corporate Governance
|
| |
None
Former Public Directorships Held During the Past Five Years:
None
|
| ||
|
|
| |
|
| |
|
|
|
2022 Proxy Statement 7
|
|
| |
AGE: 69
|
| |
KEYSIGHT COMMITTEES:
|
| |
PUBLIC DIRECTORSHIPS:
|
|
|
| |
|
| |
|
| |
|
|
|
Director Since:
October 2014
|
| |
Compensation and
Human Capital
Nominating and Corporate Governance (Chair)
|
| |
None
Former Public Directorships Held During the Past Five Years:
Adaptive Insights, Inc.
|
| ||
|
|
| |
|
| |
|
|
8 2022 Proxy Statement
|
|
|
| |
AGE: 63
|
| |
KEYSIGHT COMMITTEES:
|
| |
PUBLIC DIRECTORSHIPS:
|
|
|
| |
|
| |
|
| |
|
|
|
Director Since:
May 2019
|
| |
Compensation and
Human Capital
Nominating and
Corporate Governance
|
| |
Ciena Corporation
Teradata Corporation
Former Public Directorships Held During the Past Five Years:
None
|
| ||
|
|
| |
|
| |
|
|
|
2022 Proxy Statement 9
|
|
| |
AGE: 63
|
| |
KEYSIGHT COMMITTEES:
|
| |
PUBLIC DIRECTORSHIPS:
|
|
|
| |
|
| |
|
| |
|
|
|
Director Since:
October 2014
|
| |
Compensation and
Human Capital
Nominating and Corporate Governance
|
| |
None
Former Public Directorships Held During the Past Five Years:
Avnet, Inc.
|
| ||
|
|
| |
|
| |
|
|
10 2022 Proxy Statement
|
|
|
| |
AGE: 71
|
| |
KEYSIGHT COMMITTEES:
|
| |
PUBLIC DIRECTORSHIPS:
|
|
|
| |
|
| |
|
| |
|
|
|
Director Since:
March 2019
|
| |
Audit and Finance
Nominating and Corporate Governance
|
| |
None
Former Public Directorships Held During the Past Five Years:
Neustar, Inc.
|
| ||
|
|
| |
|
| |
|
|
|
2022 Proxy Statement 11
|
|
| |
AGE: 62
|
| |
KEYSIGHT COMMITTEES:
|
| |
PUBLIC DIRECTORSHIPS:
|
|
|
| |
|
| |
|
| |
|
|
|
Director Since:
December 2013
November 2019 to present (Chair of the Board)
|
| |
Executive (Chair)
|
| |
None
Former Public Directorships Held During the Past Five Years:
Trimble, Inc.
|
| ||
|
|
| |
|
| |
|
|
12 2022 Proxy Statement
|
|
|
| |
AGE: 67
|
| |
KEYSIGHT COMMITTEES:
|
| |
PUBLIC DIRECTORSHIPS:
|
|
|
| |
|
| |
|
| |
|
|
|
Director Since:
October 2014
|
| |
Audit and Finance (Chair)
Nominating and Corporate Governance
|
| |
Boston Scientific Corporation
Haemonetics Corporation
Hologic, Inc.
Former Public Directorships Held During the Past Five Years:
None
|
| ||
|
| |
|
| |
|
| |
|
|
|
2022 Proxy Statement 13
|
|
| |
AGE: 63
|
| |
KEYSIGHT COMMITTEES:
|
| |
PUBLIC DIRECTORSHIPS:
|
|
|
| |
|
| |
|
| |
|
|
|
Director Since:
November 2015
|
| |
Audit and Finance
Nominating and Corporate Governance
|
| |
KLA Corporation
Former Public Directorships Held During the Past Five Years:
Integrated Device Technology, Inc.
|
| ||
|
| |
|
| |
|
| |
|
|
14 2022 Proxy Statement
|
|
|
CORPORATE GOVERNANCE
|
|
• All of our directors other than our CEO are independent
• Lead Independent Director with clearly defined role
• Independent standing Board committees
• Regular meetings of our independent directors without management present
• 30% of directors are female. 10% of directors are URM
• Average Board tenure of 5.3 years (as of end of Fiscal Year 2021)
• Annual evaluation of the CEO by independent directors
• Annual board 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
• 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
|
|
|
2022 Proxy Statement 15
|
16 2022 Proxy Statement
|
|
|
|
| |
Key Impact Goals by End of
FY 2021
|
| |
End Results through FY 2021
|
|
|
Value committed to strengthening communities
|
| |
$250M
|
| |
$315M+
|
|
|
Students and future engineers engaged through STEM education
|
| |
75,000
|
| |
145,000+
|
|
|
Global New Hires are Women by the end of Fiscal Year 2021
|
| |
35%
|
| |
34.4%
|
|
|
U.S. New Hires are URMs by the end of Fiscal Year 2021
|
| |
45%
|
| |
46.4%
|
|
|
Material negative impacts to the income statement and institutional investment
|
| |
ZERO
|
| |
ZERO
|
|
|
|
| |
Key Impact Goal by End of Fiscal Year 2040
|
| |||
|
Emissions in Company Operations
|
| |
NET ZERO
|
|
|
2022 Proxy Statement 17
|
18 2022 Proxy Statement
|
|
|
2022 Proxy Statement 19
|
20 2022 Proxy Statement
|
|
|
COVID-19 Actions Worldwide
|
| |||
|
•
|
| |
Held vaccination clinics for employees, their family members, and customers in select global locations
|
|
|
•
|
| |
Provided financial assistance to employees in hard hit countries to help offset the cost of medical care and hospitalization
|
|
|
•
|
| |
Instituted a vaccine mandate for all employees located in the U.S. with limited exceptions for those with approved medical or religious accommodations
|
|
|
•
|
| |
Developed a Company sponsored employee podcast to help create connections and start conversations about thriving at Keysight during the pandemic
|
|
|
•
|
| |
Maintained a comprehensive COVID-19 employee website as a resource for education, assistance programs, vaccine requirements, travel restrictions, and benefits including ergonomic and wellness information
|
|
|
•
|
| |
Workers whose jobs permitted them to work from home continued to do so and we reimbursed reasonable and necessary work from home expenses
|
|
|
•
|
| |
Maintained appropriate safety protocols for employees, contractors and visitors to sites, including masking, physical distancing and enhanced cleaning
|
|
|
•
|
| |
Provided free personal protective equipment to employees where needed
|
|
|
2022 Proxy Statement 21
|
•
|
Risk Management and Compliance – We have worldwide operations and are subject to and comply with laws and regulatory requirements wherever we conduct business. Using our enterprise-wide risk management programs and Information Security Review process we assess, document, monitor and report information security risks. Using this information, we evaluate the likelihood and impact of harmful events and deliver recommendations regarding a response to risks presented.
|
•
|
Training and Awareness – Keysight requires all employees to take annual security awareness training which includes training on information security. We regularly deploy enterprise-wide phishing simulation tests with mandatory follow-up training and education as needed. Our information security policies are based on NIST SP 800-171 and apply enterprise-wide. They are reviewed at least annually and are updated as needed. Additionally, we provide an easy mechanism for employees to report suspicious email messages to the information security team for additional investigation.
|
•
|
Security Tools Optimization – We utilize a variety of tools to protect our network and systems, including firewalls, intrusion detection and prevention systems, web content filtering protection, anti-virus and malware detection tools, system scans and full disk encryption. We use Security Information and Event Management (“SIEM”) to process logs and events. The SIEM correlates input from across the Keysight network and creates alerts when suspicious behavior is detected.
|
•
|
Third Party Risk—Third party access to Keysight networks is catalogued and reviewed. Third parties are only granted access required to carry out their work. Our Internal Audit organization performs independent audits to help identify potential control weaknesses, compliance concerns or operational inefficiencies in our processes.
|
•
|
Data Protection and Asset Management – We maintain an up-to-date inventory of assets with access to our networks and encrypt mobile devices and control configurations of those devices. We use a database activity monitoring tool to identify and report fraudulent or suspicious activity. We have documented disaster recovery plans and processes which are regularly reviewed and tested.
|
•
|
Security Operations – We have multiple processes in place for detection and response to potential attacks, breaches or disruptions, including the Security Operations Center which is a dedicated, in-house, 24x7 monitoring and response center.
|
22 2022 Proxy Statement
|
|
|
2022 Proxy Statement 23
|
•
|
A reputation for personal and professional integrity and ethics;
|
•
|
Soundness of judgment;
|
•
|
The ability to make independent, analytical inquiries;
|
•
|
The willingness and ability to devote the time required to perform Board activities adequately;
|
•
|
The ability to represent the total corporate interests of Keysight; and
|
•
|
The ability to represent the long-term interests of stockholders as a whole.
|
24 2022 Proxy Statement
|
|
|
Chair of the Board
|
| |
Lead Independent Director1
|
| |
CEO
|
|
|
• Presides over meetings of the Board
• Presides over meetings of stockholders
• Prepares the agenda for each Board meeting
• Prepares the agenda for each stockholder meeting
|
| |
• Presides over meetings of independent directors at which the Chair is not present
• In conjunction with the Compensation and Human Capital Committee, evaluates the performance of the CEO and reviews CEO compensation
• Guides the Board’s annual self- assessment process and leads the Board in periodic reviews of senior management succession planning
• Reviews and coordinates the agenda for Board meetings in consultation with the Chair
• Acts as liaison between the Chair and the independent directors
|
| |
• Manages the day-to-day affairs of Keysight, subject to the overall direction and supervision of the Board and its committees
• Consults with and advises the Board and its committees on the business and affairs of Keysight
• Performs such other duties as may be assigned by the Board
|
|
1
|
Paul N. Clark retired from the Board on December 1, 2021.
|
|
2022 Proxy Statement 25
|
|
Board of Directors
|
| |
|
•
|
Regularly reviews the strategic plans of Keysight and each of its operating segments
|
|
|
•
|
Reviews specific risk topics, including risks associated with our capital structure, growth plans and client relationships
|
|
|
•
|
Receives regular written reports on enterprise-level risks, including the risks presented by the continued COVID-19 pandemic
|
|
|
•
|
Receives regular reports from each of the Board’s committees on their areas of risk oversight
|
|
|
•
|
At least annually, reviews Keysight’s succession plan to ensure Keysight maintains an appropriate succession plan for its senior management
|
|
|
Audit and Finance Committee
|
| |
|
•
|
Reviews internal controls and Keysight’s financial statements with the Chief Financial Officer, Corporate Controller and the external and internal auditors
|
|
|
•
|
Oversees risks relating to key accounting and reporting policies
|
|
|
•
|
Receives regular reports from Keysight’s Vice President of Internal Audit regarding enterprise risk management and compliance
|
|
|
•
|
Receives quarterly legal and regulatory updates from Keysight’s General Counsel
|
|
|
•
|
Meets regularly with the external independent auditors, Chief Financial Officer, General Counsel and internal auditors in executive session
|
|
|
•
|
Oversees compliance policies (including the Standards of Business Conduct and Director Code of Ethics) and program, compliance statistics and investigations, trainings, certifications, and relevant legal developments
|
|
|
•
|
Receives regular reports from Keysight’s Chief Information Officer regarding Information security risks and prevention plans
|
|
|
Compensation and Human Capital Committee
|
| |
|
•
|
Oversees risks associated with our compensation policies and practices with respect to both executive compensation and compensation generally
|
|
|
•
|
Employs an independent compensation consultant to assist in designing and reviewing compensation programs, including the potential risks created by the programs
|
|
|
•
|
Oversees enterprise-wide Human Capital Management risks, including providing input to the Board on succession planning
|
|
26 2022 Proxy Statement
|
|
|
Nominating and Corporate Governance Committee
|
| |
|
•
|
Oversees risks relating to Keysight’s governance structure and other corporate governance matters and processes
|
|
|
•
|
Evaluates related person transactions and any risks associated therewith
|
|
|
•
|
Oversees compliance with key corporate governance policies, including the Corporate Governance Guidelines
|
|
|
•
|
Identifies and makes recommendations regarding director nominees to the Board
|
|
|
Board
|
| |
|
•
|
Reviews the Company’s ESG strategy to ensure alignment with the Company’s long-term value creation strategies
|
|
|
Audit and Finance Committee
|
| |
|
•
|
Reviews and monitors compliance with environmental laws and regulations
|
|
|
•
|
Evaluates environmental risks, opportunities strategies and long- and short-term goals and monitors the financial impact on the Company
|
|
|
•
|
Reviews and evaluates risks and opportunities related to information security
|
|
|
Compensation and Human Capital Committee
|
| |
|
•
|
Oversees Company culture including diversity, equity and inclusion initiatives
|
|
|
•
|
Establishes and measures achievement of ESG metrics in executive compensation programs
|
|
|
•
|
Monitors pay equity, sets compensation philosophy and oversees executive compensation programs
|
|
|
Nominating and Corporate Governance Committee
|
| |
|
•
|
Periodically evaluates the skills and qualifications of current directors
|
|
|
•
|
Assists the Board in establishing a pool of director candidates and evaluates their qualifications
|
|
|
•
|
Periodically reviews corporate governance practices and makes recommendations for changes to the Board
|
|
|
2022 Proxy Statement 27
|
•
|
The source of compensation of such director, including any consulting, advisory or other compensatory fee paid by Keysight to such director;
|
•
|
Whether such director is affiliated with Keysight, a subsidiary of Keysight or an affiliate of a subsidiary of Keysight; and
|
•
|
Whether such director serves on more than three reporting company audit committees.
|
28 2022 Proxy Statement
|
|
•
|
The source of compensation of such director, including any consulting, advisory or other compensatory fee paid by Keysight to such director; and
|
•
|
Whether such director is affiliated with Keysight, a subsidiary of Keysight or an affiliate of a subsidiary of Keysight.
|
|
2022 Proxy Statement 29
|
|
|
| |
|
| |
Committee Memberships (as of October 31, 2021)
|
| |||||||||
|
Board Member
|
| |
Board
|
| |
Audit & Finance
Committee
|
| |
Compensation
and Human
Capital
Committee
|
| |
Executive
Committee
|
| |
Nominating & Corporate
Governance
|
|
|
Paul N. Clark
|
| |
•
|
| |
•
|
| |
|
| |
•
|
| |
(C)
|
|
|
James G. Cullen
|
| |
•
|
| |
|
| |
(C)
|
| |
|
| |
•
|
|
|
Charles J. Dockendorff
|
| |
•
|
| |
(C)
|
| |
|
| |
|
| |
•
|
|
|
Richard P. Hamada
|
| |
•
|
| |
|
| |
•
|
| |
|
| |
•
|
|
|
Michelle J. Holthaus
|
| |
•
|
| |
|
| |
|
| |
|
| |
•
|
|
|
Paul A. Lacouture
|
| |
•
|
| |
•
|
| |
|
| |
|
| |
•
|
|
|
Ronald S. Nersesian
|
| |
(C)
|
| |
|
| |
|
| |
(C)
|
| |
|
|
|
Jean M. Nye
|
| |
•
|
| |
|
| |
•
|
| |
|
| |
•
|
|
|
Joanne B. Olsen
|
| |
•
|
| |
|
| |
•
|
| |
|
| |
•
|
|
|
Robert A. Rango
|
| |
•
|
| |
•
|
| |
|
| |
|
| |
•
|
|
|
Number of Meetings in Fiscal Year 2020
|
| |
6
|
| |
11
|
| |
4
|
| |
0
|
| |
5
|
|
•
|
Have the sole authority to appoint, retain, compensate, oversee, evaluate and replace the independent registered public accounting firm to perform audit and non-audit services;
|
•
|
Review and approve the scope of the annual internal and external audits;
|
•
|
Meet independently with Keysight’s internal auditing staff, independent registered public accounting firm and senior management;
|
30 2022 Proxy Statement
|
|
•
|
Review the adequacy and effectiveness of the system of internal control over financial reporting and any significant changes in internal control over financial reporting;
|
•
|
Review Keysight’s consolidated financial statements and disclosures including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Keysight’s periodic reports on Form 10-K or Form 10-Q;
|
•
|
Establish and oversee procedures for (a) the receipt, retention and treatment of complaints received by Keysight regarding accounting, internal accounting controls or auditing matters, and (b) the confidential anonymous submission by employees of Keysight of concerns regarding questionable accounting or auditing matters;
|
•
|
Monitor compliance with Keysight’s SBC;
|
•
|
Review and monitor the adequacy and effectiveness of information security policies and programs; and
|
•
|
Review disclosures from Keysight’s independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independence of accountant’s communications with the Audit and Finance Committee.
|
•
|
Determines the compensation and the corporate goals and objectives of the performance of the CEO and other executive officers;
|
•
|
Reviews and evaluates the performance of the CEO and other executive officers;
|
•
|
Supervises and oversees the administration of Keysight’s incentive compensation, variable pay and stock programs, including the impact of such programs on Company risk;
|
•
|
Establishes comparator peer group and compensation targets based on this peer group for Keysight’s NEOs; and
|
•
|
Has sole authority to retain and terminate executive compensation consultants.
|
|
2022 Proxy Statement 31
|
32 2022 Proxy Statement
|
|
•
|
The size of the transaction and the amount payable to the related person;
|
•
|
The nature of the interest of the related person in the transaction;
|
•
|
Whether the transaction may involve a conflict of interest; and
|
•
|
Whether the transaction involved the provision of goods or services to Keysight that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to Keysight as would be available in comparable transactions with or involving unaffiliated third parties.
|
•
|
Any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer or an equivalent), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of (i) $1,000,000, or (ii) 2% of that company’s total annual revenues.
|
•
|
Any charitable contribution, grant or endowment by Keysight to a charitable organization, foundation or university at which a related person’s only relationship is as an employee (other than an executive officer or an equivalent), a director or a trustee, if the aggregate amount involved does not exceed the lesser of $500,000, or 2% of the charitable organization’s total annual receipts.
|
|
2022 Proxy Statement 33
|
•
|
BlackRock, Inc. holds 10.4% of Keysight’s total outstanding equity pursuant to information contained in a Schedule 13G filed with the SEC on January 27, 2021. During Fiscal Year 2021, Keysight purchased from BlackRock Life Limited, a subsidiary of BlackRock, Inc. approximately $253,400 of products and/or services, and from BlackRock Investment Management (UK) Ltd., also a subsidiary of BlackRock, Inc. approximately $197,500 of products and/or services, for a total amount of approximately $450,900. The transactions with BlackRock Life Limited and BlackRock Investment Management (UK) Ltd. fell within Keysight’s pre-approved transactions.
|
34 2022 Proxy Statement
|
|
|
Proposal 2: Ratification of the
Independent Registered Public
Accounting Firm
|
|
2022 Proxy Statement 35
|
|
Fee Category
|
| |
FY2021
($)
|
| |
%of Total
(%)
|
| |
FY2020
($)
|
| |
% of Total
(%)
|
|
|
Audit Fees
|
| |
4,650,000
|
| |
97
|
| |
4,830,240
|
| |
98
|
|
|
Audit-Related Fees
|
| |
11,000
|
| |
0
|
| |
13,670
|
| |
0
|
|
|
Tax Fees
|
| |
|
| |
|
| |
|
| |
|
|
|
Tax compliance/preparation
|
| |
113,065
|
| |
2
|
| |
70,829
|
| |
1
|
|
|
Other tax services
|
| |
—
|
| |
0
|
| |
7,997
|
| |
0
|
|
|
Total tax fees
|
| |
113,065
|
| |
2
|
| |
78,826
|
| |
2
|
|
|
All Other Fees
|
| |
2,700
|
| |
0
|
| |
2,700
|
| |
0
|
|
|
Total Fees
|
| |
4,776,765
|
| |
100
|
| |
4,925,436
|
| |
100
|
|
36 2022 Proxy Statement
|
|
|
2022 Proxy Statement 37
|
38 2022 Proxy Statement
|
|
|
Common Stock Ownership of
Certain Beneficial Owners
and Management
|
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature
|
| |
Percent of Class
|
|
|
The Vanguard Group - 23-1945930
PO Box 2600 V26
Valley Forge, PA 19482-2600
|
| |
20,308,370(1)
|
| |
10.91%
|
|
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10022
|
| |
19,361,210(2)
|
| |
10.4%
|
|
|
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
|
| |
10,299,751(3)
|
| |
5.4%
|
|
(1)
|
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group. The Schedule 13G/A indicates that the Vanguard Group has shared voting power with respect to 350,548 shares, sole dispositive power with respect to 19,499,379 shares and shared dispositive power with respect to 858,991 shares
|
(2)
|
Based solely on information contained in a Schedule 13G/A filed with the SEC on January 27, 2021, by BlackRock, Inc. The Schedule 13G indicates that BlackRock, Inc. has sole voting power with respect to 16,824,722 shares and sole dispositive power with respect to 19,361,210 shares.
|
(3)
|
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 16, 2021, by T. Rowe Price Associates, Inc. The Schedule 13G/A indicates that T. Rowe Price Associates, Inc. has sole voting power with respect to 4,085,627 shares and sole dispositive power with respect to 10,299,751 shares.
|
|
2022 Proxy Statement 39
|
|
Name of Beneficial Owners
|
| |
Number of
Shares of
Common Stock
|
| |
Number of
Shares Subject
to Stock
Awards(1)
|
| |
Deferred
Stock(2)
|
| |
Total Shares
Beneficially Owned
|
| |
% of
Class
|
|
|
Ronald S. Nersesian
|
| |
682
|
| |
—
|
| |
132,007
|
| |
132,689
|
| |
*
|
|
|
James G. Cullen
|
| |
9,381
|
| |
—
|
| |
10,522
|
| |
19,903
|
| |
*
|
|
|
Satish Dhanasekaran
|
| |
18,972
|
| |
—
|
| |
17,845
|
| |
36,817
|
| |
*
|
|
|
Charles J. Dockendorff
|
| |
19,630
|
| |
—
|
| |
45,215
|
| |
64,845
|
| |
*
|
|
|
Neil P. Dougherty
|
| |
16,380
|
| |
—
|
| |
48,019
|
| |
64,399
|
| |
*
|
|
|
Soon Chai Gooi
|
| |
233,520
|
| |
—
|
| |
—
|
| |
233,520
|
| |
*
|
|
|
Richard P. Hamada
|
| |
—
|
| |
—
|
| |
42,160
|
| |
42,160
|
| |
*
|
|
|
Michelle J. Holthaus
|
| |
1,223
|
| |
|
| |
|
| |
1,223
|
| |
|
|
|
Paul A. Lacouture
|
| |
6,420
|
| |
—
|
| |
—
|
| |
6,420
|
| |
*
|
|
|
Jean M. Nye
|
| |
45,769
|
| |
—
|
| |
—
|
| |
45,769
|
| |
*
|
|
|
Joanne B. Olsen
|
| |
—
|
| |
—
|
| |
5,832
|
| |
5,832
|
| |
*
|
|
|
Robert A. Rango
|
| |
—
|
| |
—
|
| |
23,562
|
| |
23,562
|
| |
*
|
|
|
Mark A. Wallace
|
| |
33,106
|
| |
—
|
| |
16,625
|
| |
49,730
|
| |
*
|
|
|
All directors and executive officers as a group
(20 persons)
|
| |
641,270
|
| |
13,080
|
| |
431,935
|
| |
1,086,824
|
| |
0.55%
|
|
*
|
Less than one percent.
|
(1)
|
Includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has the right to acquire as of March 21, 2022 (60 days after January 18, 2022) through the exercise of any vested stock options or the vesting of applicable stock unit awards.
|
(2)
|
Represents the number of deferred shares or share equivalents held by Fidelity Management Trust Company under the Keysight Technologies, Inc. 2014 Deferred Compensation Plan (the “Deferred Compensation Plan”) or similar arrangement to which voting or investment power exists.
|
40 2022 Proxy Statement
|
|
|
Compensation of
Non-Employee Directors
|
•
|
Fees for committee service to differentiate individual pay based on workload.
|
•
|
Emphasis on equity in the overall compensation mix.
|
•
|
Full-value equity grants under a fixed-value annual grant policy with immediate vesting.
|
•
|
A robust stock ownership guideline set at five times the annual cash retainer to support stockholder alignment.
|
•
|
Deferral options to facilitate stock ownership.
|
•
|
An annual limit on total director compensation.
|
|
2022 Proxy Statement 41
|
|
|
| |
Cash
Retainer(1)
|
| |
Equity Grant(2)
|
| |
Committee
Chair
Premium(3)
|
| |
Audit and Finance
Committee Member
Premium(4)
|
|
|
Non-Employee Director
|
| |
$100,000
|
| |
$225,000 in value of a stock grant
|
| |
$15,000 - $30,000
|
| |
$10,000
|
|
|
Non-Executive Lead Independent Director
|
| |
$150,000
|
| |
$225,000 in value of a stock grant
|
| |
$15,000
|
| |
$10,000
|
|
(1)
|
Each non-employee director or Chair may elect to defer all or part of their cash compensation to the Keysight Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Deferred Compensation Plan for Non-Employee Directors”). Any deferred cash compensation is converted into shares of Keysight common stock. In the event that a director does not serve for the entire year, the cash retainer will be pro-rated.
|
(2)
|
The stock will be granted on the later of (i) March 1 or (ii) the first trading day after each Annual Meeting. The number of shares underlying the stock grant is determined by dividing $225,000 by the average fair market value of Keysight’s common stock over 20 consecutive trading days up to and including the day prior to the grant date. The stock is fully vested upon grant. Each non-employee director may elect to defer all or part of the equity grant to the Deferred Compensation Plan for Non-Employee Directors.
|
(3)
|
Non-employee directors (including the Lead Independent Director) who served as the Chair of a Board committee received a committee Chair premium in cash, paid at the beginning of each Plan Year. The Audit and Finance Committee Chair received $30,000; the Compensation and Human Capital Committee Chair received $20,000; and the Nominating and Corporate Governance Committee Chair received $15,000.
|
(4)
|
Non-employee directors (including the Lead Independent Director) who serve as the Chair or a member of the Audit and Finance Committee receive an additional $10,000 in cash, paid at the beginning of each Plan Year.
|
|
Name
|
| |
Cash Retainer(1)
($)
|
| |
Committee Fees
($)
|
| |
Stock Awards(2)
($)
|
| |
Total
($)
|
|
|
Paul N. Clark
|
| |
112,500
|
| |
25,000
|
| |
253,575
|
| |
391,075
|
|
|
James G. Cullen
|
| |
100,000
|
| |
20,000
|
| |
219,810
|
| |
339,810
|
|
|
Charles J. Dockendorff
|
| |
100,000
|
| |
40,000
|
| |
219,810
|
| |
359,810
|
|
|
Richard P. Hamada
|
| |
100,000
|
| |
—
|
| |
219,810
|
| |
319,810
|
|
|
Michelle J. Holthaus
|
| |
50,000
|
| |
—
|
| |
172,479
|
| |
222,479
|
|
|
Paul A. Lacouture
|
| |
100,000
|
| |
10,000
|
| |
219,810
|
| |
329,810
|
|
|
Jean M. Nye
|
| |
100,000
|
| |
—
|
| |
219,810
|
| |
319,810
|
|
|
Joanne B. Olsen
|
| |
100,000
|
| |
—
|
| |
219,810(3)
|
| |
319,810
|
|
|
Robert A. Rango
|
| |
100,000
|
| |
10,000
|
| |
219,810(3)
|
| |
329,810
|
|
(1)
|
Paul N. Clark deferred $37,500 of his respective cash compensation into the Deferred Compensation Plan for non-employee directors.
|
(2)
|
Reflects the grant date fair value for stock awards granted in the Plan Year beginning in March 2021 calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718.
|
(3)
|
Joanne B. Olsen and Robert A. Rango deferred their respective stock award into the Deferred Compensation Plan for non-employee directors.
|
42 2022 Proxy Statement
|
|
|
2022 Proxy Statement 43
|
|
Proposal 3:
Advisory Vote on
Executive Compensation
|
44 2022 Proxy Statement
|
|
|
Executive Compensation
|
|
GAAP Revenue
|
| |
$4.9B
|
| |
17.1% YoY growth
|
|
|
GAAP Net Income
|
| |
$894M
|
| |
42.6% YoY growth
|
|
|
Non-GAAP Net Income
|
| |
$1.164M
|
| |
26.7% YoY growth
|
|
|
GAAP EPS
|
| |
$4.78 per share
|
| |
44.64% YoY growth
|
|
|
Non-GAAP EPS
|
| |
$6.23 per share
|
| |
28.45% YoY growth
|
|
(1)
|
Measured using the closing stock price on October 29, 2021 as compared to the closing stock price on October 31, 2016, and October 31, 2018, for the 5 year and 3 year TSR, respectively.
|
|
2022 Proxy Statement 45
|
|
TSR Relative to S&P 500 Total Return Index for FY19-FY21
|
| |
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 TSR Total Return Index
65.3%
|
| |
Keysight TSR
173.7%
|
| |
108.4 ppts
above Index
|
|
|
|
| |
|
| |
|
| |
200% Payout
|
|
|
Non-GAAP OM Goals for FY19-FY21
|
| |
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
|
| |
|
|
|
2019
|
| |
14.5%
|
| |
19.5%
|
| |
24.5%
|
| |
24.0%
|
|
|
2020
|
| |
19.6%
|
| |
24.6%
|
| |
29.6%
|
| |
25.4%
|
|
|
2021
|
| |
20.9%
|
| |
25.9%
|
| |
30.9%
|
| |
27.8%
|
|
|
|
| |
|
| |
|
| |
|
| |
148% Payout
|
|
|
Goals1
|
| |
H1 Attainment
% of Target
|
| |
H2 Attainment
% of Target
|
|
|
Non-GAAP EPS
|
| |
113.9%
|
| |
118.7%
|
|
|
Keysight Non-GAAP Revenue Growth
|
| |
143.0%
|
| |
226.9%
|
|
|
Keysight Non-GAAP ARR Growth
|
| |
210.0%
|
| |
137.8%
|
|
|
WWQ
|
| |
108.0%
|
| |
110.9%
|
|
(1)
|
See the Compensation Discussion and Analysis below for how these metrics are defined
|
|
2022 Proxy Statement 47
|
|
Name
|
| |
Title
|
|
|
Ronald S. Nersesian
|
| |
Chair, President and Chief Executive Officer
|
|
|
Neil P. Dougherty
|
| |
Senior Vice President and Chief Financial Officer
|
|
|
Satish C. Dhanasekaran
|
| |
Senior Vice President and Chief Operating Officer
|
|
|
Soon Chai Gooi
|
| |
Senior Vice President, President of Order Fulfilment and Digital Operations
|
|
|
Mark A. Wallace
|
| |
Senior Vice President, Head of Global Sales
|
|
|
Measures(1)
|
| |
H1 Achievement
% of Target
|
| |
H2 Achievement
% of Target
|
|
|
Non-GAAP EPS
|
| |
128.0%
|
| |
138.0%
|
|
|
Keysight Non-GAAP Revenue Growth
|
| |
200.0%
|
| |
200.0%
|
|
|
Keysight Non-GAAP ARR Growth
|
| |
200.0%
|
| |
167.9%
|
|
|
WWQ
|
| |
180.0%
|
| |
200.0%
|
|
(1)
|
See Short-Term Incentives below for how these metrics are defined.
|
48 2022 Proxy Statement
|
|
|
2022 Proxy Statement 49
|
|
What We Do
|
| |
What We Don’t Do
|
|
|
• The Compensation and Human Capital Committee is comprised 100% of independent directors
• Retain an independent compensation consultant to the Compensation and Human Capital Committee
• Balance short- and long-term incentives, cash, and equity and fixed and variable pay elements
• Measurable ESG metric as a component of executive short-term incentive plan
• Grant performance-based equity awards comprising approximately 60% of the overall equity allocation to executive officers
• Maximum limits on the amount of annual cash incentives and performance-based restricted stock units (“PSUs”) that may be paid out
• Maintain a 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 for salary increases, non-performance-based bonuses, or equity compensation
• No repricing or repurchasing of underwater stock options without stockholder approval
• No dividends or dividend equivalents on unearned awards
• Prohibitions on 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 or severance benefits
• No golden parachute tax gross-ups
|
|
50 2022 Proxy Statement
|
|
|
Attract and Retain
|
| |
Pay-for-Performance
|
|
|
Offer a total compensation program that flexibly adapts to changing economic, regulatory, and organizational conditions, and takes into consideration the compensation practices of peer companies based on an objective set of criteria
|
| |
Provide a significant portion of compensation through variable, performance-based components that are at-risk and based on satisfaction of designated objectives
|
|
|
Align Executive Interests with our Stockholders
|
| |
Reward Actual Achievement
|
|
|
Align the interests of our executives with our stockholders by tying a significant portion of their total compensation to Keysight’s overall financial and operating performance and the creation of long- term stockholder value
|
| |
Compensate for achievement of short-term and long-term company financial and operating goals and refrain from providing special benefits except in limited circumstances
|
|
|
2022 Proxy Statement 51
|
|
Element
|
| |
Purpose
|
| |
How this Relates to our Philosophy
|
| ||||||
|
Base Salary
|
| |
•
|
| |
Attract and retain
|
| |
•
|
| |
Provide fixed compensation to attract and retain key executives
|
|
|
STI
|
| |
•
|
| |
Pay-for-Performance
|
| |
•
|
| |
Establish appropriate short-term performance conditions that the Compensation and Human Capital Committee believes will drive our future growth and profitability
|
|
|
|
| |
•
|
| |
Reward Achievement
|
| |
•
|
| |
Reward achievement of short-term performance metrics
|
|
|
|
| |
•
|
| |
Align Interests with Stockholders
|
| |
•
|
| |
Bonus payout tied to Company performance consistent with FY21 financial plan
|
|
|
|
| |
•
|
| |
Attract and Retain Executives
|
| |
•
|
| |
Offer market competitive incentive opportunities
|
|
|
RSUs
|
| |
•
|
| |
Attract and Retain Executives
|
| |
•
|
| |
Promote retention of our executives through long-term service vesting period
|
|
|
|
| |
•
|
| |
Align Interests with Stockholders
|
| |
•
|
| |
Align the interests of executives with those of stockholders by issuing equity awards, the value of which is correlated to our stock price
|
|
|
PSUs
|
| |
•
|
| |
Pay-for-Performance
|
| |
•
|
| |
Establish appropriate performance conditions that the Compensation and Human Capital Committee believes will drive our future growth and profitability
|
|
|
|
| |
•
|
| |
Reward Achievement
|
| |
•
|
| |
Provide meaningful and appropriate incentives for achieving annual and performance period financial goals that the Compensation and Human Capital Committee believes are important for the company’s short- and long-term success
|
|
|
|
| |
•
|
| |
Align Interests with Stockholders
|
| |
•
|
| |
Tie payout of awards to TSR performance and profitability
|
|
|
|
| |
•
|
| |
Attract and Retain Executives
|
| |
•
|
| |
Service required through the applicable three-year performance period to encourage retention of our executives
|
|
|
Other Employee Benefits (Termination Agreements)
|
| |
•
|
| |
Attract and Retain Executives
|
| |
•
|
| |
Intended to ease an NEO's transition due to an unexpected employment termination and retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering strategic alternatives
|
|
|
|
| |
•
|
| |
Align Interests with Stockholders
|
| |
•
|
| |
Mitigate any potential employer liability and avoid future disputes or litigation
|
|
|
Retirement Benefits
|
| |
•
|
| |
Attract and Retain Executives
|
| |
•
|
| |
Retain and encourage our employees, including executives, to remain focused on our business for the long term
|
|
52 2022 Proxy Statement
|
|
|
Pay Element
|
| |
Performance
Metric
|
| |
At Risk
|
|
|
Base Salary
|
| |
—
|
| |
—
|
|
|
STI
85%-150% of Base Salary
|
| |
Non-GAAP EPS
(75.0%)
|
| |
Earned based on annual earnings compared to targets directly tied to the approved financial plan
|
|
|
Non-GAAP
Revenue Growth
(12.5%)
|
| |
Earned based on revenue achievement on a year-over-year basis
|
| |||
|
Non-GAAP ARR Growth
(12.5%)
|
| |
Earned based on annual recurring revenue achievement on a year-over-year basis, excluding the sale of instruments
|
| |||
|
WWQ
(87.5%)*
|
| |
Earned based on global order generation
|
| |||
|
LTI: PSUs
60% of target LTI value
|
| |
3-Year Relative TSR
(50.0%)
|
| |
Earned based on share price performance relative to comparator group over time
|
|
|
3-Year Average Non- GAAP OM
(50.0%)
|
| |
Earned based on annual profit generation over a
three-year period
|
| |||
|
LTI: RSUs
40% of target LTI value
|
| |
—
|
| |
Value directly aligns with value delivered to stockholders
|
|
*
|
WWQ is applicable to Mr. Wallace only.
|
|
2022 Proxy Statement 53
|
|
NEO
|
| |
Fiscal Year 2020 Base Salary
|
| |
Fiscal Year 2021 Base Salary
|
| |
Percentage (%) of Change
|
|
|
Ronald S. Nersesian
|
| |
$1,000,000
|
| |
$1,000,000
|
| |
0.0%
|
|
|
Neil P. Dougherty
|
| |
$650,000
|
| |
$650,000
|
| |
0.0%
|
|
|
Satish C. Dhanasekaran
|
| |
$650,000
|
| |
$675,000
|
| |
3.8%
|
|
|
Soon Chai Gooi(1)
|
| |
$518,907
|
| |
$520,4112
|
| |
0.0%
|
|
|
Mark A. Wallace
|
| |
$575,000
|
| |
$600,000
|
| |
4.3%
|
|
(1)
|
Mr. Gooi is paid in Malaysian Ringgit, and his 2021 base salary was converted to U.S. dollars based on the currency exchange rate as of October 31, 2021 for reporting purposes.
|
(2)
|
Mr. Gooi’s Malaysian Ringgit base salary was not increased in Fiscal Year 2021. The U.S. dollar equivalent changes in Mr. Gooi’s base salary reflect the variation in currency exchange rates between the reporting periods.
|
•
|
Strengthen line of sight with stockholders
|
•
|
Drive leadership to focus on the enterprise rather than at a segment level
|
•
|
Create value through growth and cost efficiency priorities
|
54 2022 Proxy Statement
|
|
|
Financial Objectives
|
|
|
2022 Proxy Statement 55
|
|
Non-GAAP EPS(1)
(Messrs. Nersesian, Dougherty, Dhanasekaran and Gooi)
|
| |||||||||||||||||||||||||||
|
H1 FY21
|
| |
H2 FY21
|
| ||||||||||||||||||||||||
|
Threshold
|
| |
Target
|
| |
Max
|
| |
Results
|
| |
Payout
|
| |
Threshold
|
| |
Target
|
| |
Max
|
| |
Results
|
| |
Payout
|
|
|
$1.26
|
| |
$2.52
|
| |
$3.50
|
| |
$2.87
|
| |
128.0%
|
| |
$1.42
|
| |
$2.83
|
| |
$4.25
|
| |
$3.36
|
| |
138.0%
|
|
|
Keysight Non-GAAP Revenue Growth(2)
(Messrs. Nersesian, Dougherty, Dhanasekaran and Gooi)
|
| |||||||||||||||||||||||||||
|
H1 FY21
|
| |
H2 FY21
|
| ||||||||||||||||||||||||
|
Threshold
|
| |
Target
|
| |
Max
|
| |
Results
|
| |
Payout
|
| |
Threshold
|
| |
Target
|
| |
Max
|
| |
Results
|
| |
Payout
|
|
|
10.3%
|
| |
14.3%
|
| |
20.3%
|
| |
20.4%
|
| |
200.0%
|
| |
2.1%
|
| |
6.1%
|
| |
12.1%
|
| |
13.8%
|
| |
200%
|
|
|
Keysight Non-GAAP ARR Growth(3)
(Messrs. Nersesian, Dougherty, Dhanasekaran, Gooi and Wallace)
|
| |||||||||||||||||||||||||||
|
H1 FY21
|
| |
H2 FY21
|
| ||||||||||||||||||||||||
|
Threshold
|
| |
Target
|
| |
Max
|
| |
Results
|
| |
Payout
|
| |
Threshold
|
| |
Target
|
| |
Max
|
| |
Results
|
| |
Payout
|
|
|
7.0%
|
| |
12.0%
|
| |
17.0%
|
| |
25.2%
|
| |
200.0%
|
| |
4.0%
|
| |
9.0%
|
| |
14.0%
|
| |
12.4%
|
| |
167.9%
|
|
|
WWQ (in millions)
(Mr. Wallace(4))
|
| |||||||||||||||||||||||||||
|
H1 FY21
|
| |
H2 FY21
|
| ||||||||||||||||||||||||
|
Threshold
|
| |
Target
|
| |
Max
|
| |
Results
|
| |
Payout
|
| |
Threshold
|
| |
Target
|
| |
Max
|
| |
Results
|
| |
Payout
|
|
|
$2,123
|
| |
$2,359
|
| |
$2,595
|
| |
$2,548
|
| |
180.0%
|
| |
$2,273
|
| |
$2,525
|
| |
$2,778
|
| |
$2,801
|
| |
200.0%
|
|
(1)
|
Half-yearly non-GAAP EPS is the sum of reported quarters. Reconciliations to comparable GAAP metrics are available at investor.keysight.com under quarterly reports in financial information.
|
(2)
|
Reconciliations to comparable GAAP metrics are available at investor.keysight.com under quarterly reports in financial information. The impact of incremental revenue from acquisitions for the periods reported is not material.
|
(3)
|
Non-GAAP ARR is revenue that is likely to continue in the future, albeit with some level of volatility. This includes service contracts including KeysightCare and extended warranty, technical support, per-incident repair and calibration services, trade part sales, subscription software and software support contracts.
|
(4)
|
Mr. Wallace’s short-term cash incentive is based on Keysight Non-GAAP ARR and WWQ.
|
56 2022 Proxy Statement
|
|
|
Weight Allocation of Financial Objectives
|
| ||||||||||||
|
Name
|
| |
Non-GAAP EPS
|
| |
Non-GAAP
Revenue Growth
|
| |
Non-GAAP
ARR Growth
|
| |
WWQ
|
|
|
Ronald S. Nersesian
|
| |
75.0%
|
| |
12.5%
|
| |
12.5%
|
| |
|
|
|
Neil P. Dougherty
|
| |
75.0%
|
| |
12.5%
|
| |
12.5%
|
| |
|
|
|
Satish C. Dhanasekaran
|
| |
75.0%
|
| |
12.5%
|
| |
12.5%
|
| |
|
|
|
Soon Chai Gooi
|
| |
75.0%
|
| |
12.5%
|
| |
12.5%
|
| |
|
|
|
Mark A. Wallace
|
| |
|
| |
|
| |
12.5%
|
| |
87.5%
|
|
|
|
| |
H1 Financial
|
| |
H2 Financial
|
| |
Total Actual FY 21
STI Payouts
|
| |||||||||||||||
|
|
| |
Target
Incentive
(1)
|
| |
Actual
Payout
|
| |
Actual
Achievement
|
| |
Target
Incentive
|
| |
Actual
Payout
|
| |
Actual
Achievement
|
| ||||||
|
Name
|
| |
($)
|
| |
($)
|
| |
(%)
|
| |
($)
|
| |
($)
|
| |
(%)
|
| |
($)
|
| |
(%)
|
|
|
Ronald S. Nersesian
|
| |
750,000
|
| |
1,095,000
|
| |
146.0
|
| |
750,000
|
| |
1,121,156
|
| |
149.49
|
| |
2,216,156
|
| |
147.74
|
|
|
Neil P. Dougherty
|
| |
292,500
|
| |
427,050
|
| |
146.0
|
| |
292,500
|
| |
437,251
|
| |
149.49
|
| |
864,301
|
| |
147.74
|
|
|
Satish C. Dhanasekaran
|
| |
337,500
|
| |
492,750
|
| |
146.0
|
| |
337,500
|
| |
504,520
|
| |
149.49
|
| |
997,270
|
| |
147.74
|
|
|
Soon Chai Gooi(2)
|
| |
236,248
|
| |
344,922
|
| |
146.0
|
| |
234,160
|
| |
350,040
|
| |
149.49
|
| |
694,962
|
| |
147.74
|
|
|
Mark A. Wallace
|
| |
265,753
|
| |
484,999
|
| |
182.5
|
| |
270,000
|
| |
529,166
|
| |
195.99
|
| |
1,014,165
|
| |
189.24
|
|
(1)
|
Target incentive has been pro-rated for the period considering salary changes.
|
(2)
|
Mr. Gooi is paid in Malaysian Ringgit. His target incentive and payout for the first half of Fiscal Year 2021 was converted from U.S. dollars based on the currency exchange rate as of April 30, 2021. His target incentive and payout for the second half of Fiscal Year 2021 was converted from U.S. dollars based on the currency exchange rate as of October 31, 2021.
|
|
2022 Proxy Statement 57
|
•
|
PSUs granted under our LTI Program support the objectives of linking realized value to the achievement of critical performance objectives and stockholder alignment. Earning shares of our common stock under our LTI Program is based on achievement over a three year period of returns to stockholders as measured by Keysight’s TSR relative to our peers and Non-GAAP OM as measured against our annual plan target.
|
•
|
RSUs are used to keep our executive officers focused on the absolute performance of Keysight’s stock price over time. We believe RSUs encourage behavior and initiatives that support sustained long-term stock price growth and have retentive value, which benefits all stockholders.
|
•
|
TSR. TSR reflects the aggregate change in the 90-day average closing price of our stock relative to the S&P 500 Total Return Index. The beginning average is the 90-day period prior to the performance period and the ending average will be the final 90-day period of the performance period. The Compensation and Human Capital Committee did not establish an absolute TSR target as it believed that performance would be best measured on a relative basis against the S&P 500 Total Return Index.
|
•
|
OM. Non-GAAP OM is an internal financial metric that complements the external market-conditioned metric, TSR. Having an internal financial objective linked directly to our long-term incentive program creates more accountability and line of sight to our financial plan, which focuses on our internal growth and profitability metrics. The performance measure for OM is set at the beginning of each Fiscal Year and achievement is calculated following the completion of the applicable Fiscal Year. Following completion of the three-year performance period, the OM achievement percentage for each Fiscal Year is averaged and used to determine the total number of PSUs that are earned.
|
|
Non-GAAP OM excludes, primarily the impacts of amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and related costs, non-recurring items such as goodwill impairment, legal settlement, gain/loss on divestitures and others. Because the OM target is set at the beginning of each Fiscal Year, income and expenses related to an acquisition are excluded for the Fiscal Year in which the acquisition occurs but are included in both target and actual results in subsequent years.
|
•
|
To determine the number of PSUs with a TSR metric, we divided 30% of the total target dollar award amount by the product of the 90-day trailing average closing price of our common stock prior to the date of grant multiplied by a Monte-Carlo valuation (the “TSR PSUs”).
|
•
|
To determine the number of PSUs with an OM metric, we divided 30% of the total target dollar award amount by the 90-day trailing average stock price of our common stock prior to the date of grant (the “OM PSUs”).
|
•
|
To determine the number of RSUs, we divided the remaining 40% of the total target dollar award amount by the 90-day trailing average stock price of our common stock prior to the date of grant.
|
58 2022 Proxy Statement
|
|
•
|
PSUs Based on TSR. The TSR PSUs granted in Fiscal Year 2021 will be measured and paid out based on TSR for the Fiscal Year 2021 through Fiscal Year 2023 performance period. The payout matrix determined by the Compensation and Human Capital Committee for TSR was:
|
|
|
| |
|
| |
Payout as a
% of Target
|
|
|
Threshold:
|
| |
40 percentage points below S&P 500 Total Return Index
|
| |
25%
|
|
|
Target:
|
| |
Equals S&P 500 Total Return Index
|
| |
100%
|
|
|
Maximum:
|
| |
40 percentage points above S&P 500 Total Return Index
|
| |
200%
|
|
•
|
PSUs Based on OM. The OM PSUs will be measured and paid out based on OM for the Fiscal Years 2021, 2022, and 2023. The payout matrix determined by the Compensation and Human Capital Committee for OM is below.
|
|
2022 Proxy Statement 59
|
|
Fiscal Year 2021 Non-GAAP OM
|
| ||||||||||||
|
Fiscal Year
|
| |
Threshold
|
| |
Target
|
| |
Max
|
| |
Results
|
|
|
2021
|
| |
20.9%
|
| |
25.9%
|
| |
30.9%
|
| |
27.8%
|
|
|
|
| |
|
| |
Payout as a
% of Target
|
|
|
Threshold:
|
| |
5 points below annual Non-GAAP OM plan
|
| |
50%
|
|
|
Target:
|
| |
Achievement of annual Non-GAAP OM plan
|
| |
100%
|
|
|
Maximum:
|
| |
5 points above annual Non-GAAP OM plan
|
| |
200%
|
|
60 2022 Proxy Statement
|
|
|
Name
|
| |
Performance
Stock Units (TSR)
(#)
|
| |
Performance
Stock Units (OM)
(#)
|
| |
Restricted
Stock Units
(#)
|
| |
Total Target Value of
Long- Term Incentive Awards
($)
|
|
|
Ronald S. Nersesian
|
| |
29,630
|
| |
38,906
|
| |
51,875
|
| |
$13,000,000
|
|
|
Neil P. Dougherty
|
| |
6,302
|
| |
8,275
|
| |
11,033
|
| |
$2,765,000
|
|
|
Satish C. Dhanasekaran
|
| |
8,319
|
| |
10,923
|
| |
14,565
|
| |
$3,650,000
|
|
|
Soon Chai Gooi
|
| |
5,470
|
| |
7,182
|
| |
9,577
|
| |
$2,400,000
|
|
|
Mark A. Wallace
|
| |
4,330
|
| |
5,686
|
| |
7,581
|
| |
$1,900,000
|
|
•
|
PSUs Payout Based on TSR. Approximately 50% of the grant date value of the PSUs were earned based on Keysight’s TSR performance relative to companies in the S&P 500 Total Return Index. TSR relative performance is measured as the difference in percentage points between Keysight’s TSR and the S&P 500 Total Return Index. The payout matrix for TSR was:
|
|
|
| |
|
| |
Payout as a
% of Target
|
|
|
Threshold:
|
| |
40 percentage points below S&P 500 Total Return Index
|
| |
25%
|
|
|
Target:
|
| |
Equals S&P 500 Total Return Index
|
| |
100%
|
|
|
Maximum:
|
| |
40 percentage points above S&P 500 Total Return Index
|
| |
200%
|
|
|
|
| |
Actual Results
|
|
|
Keysight TSR
|
| |
173.7%
|
|
|
S&P 500 Total Return Index
|
| |
65.3%
|
|
|
TSR Outperformance vs Total Return Index
|
| |
108.4 ppts
|
|
|
Calculated Payout
|
| |
200% of Target Shares
|
|
•
|
PSUs Payout Based on OM. Approximately 50% of the grant date value of the PSUs for the Fiscal Year 2019 - Fiscal Year 2021 performance period was earned based on OM. At the end of the performance period, Keysight’s OM payout achievement for each Fiscal Year during the three-year period was averaged with each Fiscal Year weighted equally. The payout matrix for OM was:
|
|
|
| |
|
| |
Payout as a
% of Target
|
|
|
Threshold:
|
| |
5 points below annual Non-GAAP OM plan
|
| |
50%
|
|
|
Target:
|
| |
Achievement of annual Non-GAAP OM plan
|
| |
100%
|
|
|
Maximum:
|
| |
5 points above annual Non-GAAP OM plan
|
| |
200%
|
|
|
2022 Proxy Statement 61
|
|
|
| |
FY19 – FY21 Non-GAAP OM Metrics and Results1
|
| |||||||||||||||
|
Fiscal Year
|
| |
Threshold %
|
| |
Target %
|
| |
Max %
|
| |
Results %
|
| |
Percentage
above Plan
|
| |
Fiscal Year Payout %
|
|
|
2019
|
| |
14.5
|
| |
19.5
|
| |
24.5
|
| |
24.0
|
| |
4.5%
|
| |
190.0
|
|
|
2020
|
| |
19.6
|
| |
24.6
|
| |
29.6
|
| |
25.4
|
| |
0.8%
|
| |
116.0
|
|
|
2021
|
| |
20.9
|
| |
25.9
|
| |
30.9
|
| |
27.8
|
| |
1.9%
|
| |
138.0
|
|
|
Calculated Payout
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
148.0
|
|
(1)
|
Non-GAAP OM excludes primarily the impacts of amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and related costs, non-recurring items such as goodwill impairment, legal settlement, gain/loss on divestitures and others. Because the OM target is set at the beginning of each Fiscal Year, income and expenses related to an acquisition are excluded for the Fiscal Year in which the acquisition occurs but are included in both target and actual results in subsequent years. Reconciliations to comparable GAAP metrics are available on investor.keysight.com under quarterly reports in financial information. The impact of acquisitions for the periods reported is not material.
|
|
Name
|
| |
TSR Target
Award
(in shares)
|
| |
TSR Payout
at 200%
(in shares)
|
| |
Non-GAAP OM Target
Award
(in shares)
|
| |
Non-GAAP OM Payout
at 148.0%
(in shares)
|
| |
Cash Value of
Payout In
$(1)
|
|
|
Ronald S. Nersesian
|
| |
34,763
|
| |
69,526
|
| |
42,063
|
| |
62,253
|
| |
25,611,249
|
|
|
Neil P. Dougherty
|
| |
6,931
|
| |
13,862
|
| |
8,387
|
| |
12,412
|
| |
5,106,352
|
|
|
Satish C. Dhanasekaran
|
| |
5,876
|
| |
11,752
|
| |
7,110
|
| |
10,522
|
| |
4,328,952
|
|
|
Soon Chai Gooi
|
| |
8,574
|
| |
17,148
|
| |
10,375
|
| |
15,355
|
| |
6,316,958
|
|
|
Mark Wallace
|
| |
5,537
|
| |
11,074
|
| |
6,700
|
| |
9,916
|
| |
4,079,407
|
|
(1)
|
Reflects the fair market value of the shares based on the closing stock price of Keysight’s common stock on November 17, 2021.
|
62 2022 Proxy Statement
|
|
|
2022 Proxy Statement 63
|
•
|
Responsibilities and capabilities of each executive officer
|
•
|
Competitive market data provided by the independent compensation consultant
|
•
|
Tally sheets describing the total compensation received by each executive officer
|
•
|
Each executive officer’s self-evaluation and evaluation by the CEO and the Chief Administrative Officer
|
•
|
Qualitative evaluation of each executive officer’s overall and corporate performance by the Compensation and Human Capital Committee or the independent members of the Board of Directors
|
•
|
Objective assessment of each executive officer’s actual performance against pre-established goals and financial targets
|
|
Peer Group Determining Criteria for Fiscal Year 2021
|
| |
|
•
|
Revenue between approximately $2.2 billion and $11.0 billion, which were between approximately 0.5 times and 2.5 times our projected Fiscal Year 2021 revenue
|
|
|
•
|
A market capitalization between approximately $6.0 billion and $54.8 billion, which were between approximately 0.33 times and 3 times our projected Fiscal Year 2021 market capitalization
|
|
|
•
|
A market capitalization to revenue ratio greater than 1.0
|
|
64 2022 Proxy Statement
|
|
| | |||||||||||||
|
Acuity Brands
|
| |
Ciena Corporation
|
| |
Juniper Networks
|
| |
NortonLifeLock(1)
|
| |
Teradyne
|
|
|
Agilent
Technologies
|
| |
Citrix Systems
|
| |
KLA-Tencor
|
| |
Palo Alto Networks
|
| |
Trimble Navigation
|
|
|
AMETEK
|
| |
CommScope
|
| |
Lam Research
|
| |
Rockwell Automation
|
| |
Zebra Technologies
|
|
|
Arista Networks
|
| |
F5 Networks
|
| |
Motorola Solutions
|
| |
Roper Technologies
|
| |
|
|
|
Autodesk
|
| |
FLIR Systems
|
| |
National Instruments
|
| |
Sensata Technologies Holdings PLC
|
| |
|
|
|
Cadence Design Systems
|
| |
Fortive
|
| |
NCR Corporation
|
| |
SS&C Technologies Holdings, Inc.
|
| |
|
|
|
CDK Global
|
| |
Hubbell
|
| |
NetApp
|
| |
Synopsis
|
| |
|
|
(1)
|
Formerly known as Symantec. The company’s name was revised in November 2020, following the completion of a sale of its enterprise security business.
|
|
|
| |
Revenue as of each
company’s most
recent four quarters
ended on 10/31/2020
(in millions)
($)
|
| |
Market
Capitalization on
10/31/2020
(in millions)
($)
|
| |
Employees
as of
10/31/2020
(#)
|
|
|
25th Percentile
|
| |
3,001
|
| |
6,709
|
| |
8,057
|
|
|
Median
|
| |
3,672
|
| |
14,586
|
| |
10,800
|
|
|
75th Percentile
|
| |
5,448
|
| |
27,146
|
| |
17,550
|
|
|
Keysight Technologies, Inc.(1)
|
| |
4,121
|
| |
19,625
|
| |
13,900
|
|
(1)
|
Fiscal Year 2021 estimates as of 10/31/2020
|
|
2022 Proxy Statement 65
|
66 2022 Proxy Statement
|
|
|
Executive Officer
|
| |
Multiple of
Annual Base Salary
|
| |
Direct Ownership of
Common Stock (# of Shares)
|
|
|
CEO
|
| |
6X
|
| |
N/A
|
|
|
CFO/COO
|
| |
3X
|
| |
80,000
|
|
|
All Other Executive Officers
|
| |
3X
|
| |
40,000
|
|
|
2022 Proxy Statement 67
|
68 2022 Proxy Statement
|
|
|
Name and Principal Position
|
| |
Fiscal
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Stock
Awards(1)
($)
|
| |
Option
Awards(1)
($)
|
| |
Non-Equity
Incentive
Plan
Compen-
sation(2)
($)
|
| |
Change in
Pension Value
and
Nonqualified
Deferred
Compen-
sation
Earnings(3)
($)
|
| |
All other
Compen-
sation(4)
($)
|
| |
Total
($)
|
|
|
Ronald S. Nersesian
Chair, President and Chief Executive Officer
|
| |
2021
|
| |
1,000,000
|
| |
0
|
| |
15,058,182
|
| |
0
|
| |
2,216,156
|
| |
249,447
|
| |
42,625
|
| |
18,566,410
|
|
|
2020
|
| |
833,333
|
| |
0
|
| |
12,380,746
|
| |
0
|
| |
1,770,000
|
| |
230,837
|
| |
36,064
|
| |
15,250,980
|
| |||
|
2019
|
| |
1,000,000
|
| |
0
|
| |
7,456,050
|
| |
0
|
| |
2,368,313
|
| |
261,651
|
| |
38,202
|
| |
11,124,216
|
| |||
|
Neil P. Dougherty
Senior Vice President and Chief Financial Officer
|
| |
2021
|
| |
650,000
|
| |
0
|
| |
3,202,700
|
| |
0
|
| |
864,301
|
| |
121,148
|
| |
34,316
|
| |
4,872,465
|
|
|
2020
|
| |
589,167
|
| |
0
|
| |
2,406,004
|
| |
0
|
| |
684,958
|
| |
148,500
|
| |
29,291
|
| |
3,857,920
|
| |||
|
2019
|
| |
568,333
|
| |
0
|
| |
1,571,733
|
| |
0
|
| |
762,644
|
| |
158,242
|
| |
32,486
|
| |
3,093,438
|
| |||
|
Satish C. Dhanasekaran
Senior Vice President and Chief Operating Officer
|
| |
2021
|
| |
675,000
|
| |
0
|
| |
4,227,785
|
| |
0
|
| |
997,270
|
| |
93,869
|
| |
37,292
|
| |
6,031,216
|
|
|
2020
|
| |
593,750
|
| |
0
|
| |
2,524,023
|
| |
0
|
| |
697,722
|
| |
80,281
|
| |
26,597
|
| |
3,922,374
|
| |||
|
2019
|
| |
591,667
|
| |
0
|
| |
1,332,426
|
| |
0
|
| |
789,450
|
| |
97,698
|
| |
33,619
|
| |
2,844,860
|
| |||
|
Soon Chai Gooi(5)
Senior Vice President, President – Order Fulfillment and Digital Operations
|
| |
2021
|
| |
520,411
|
| |
0
|
| |
2,779,883
|
| |
0
|
| |
694,962
|
| |
0
|
| |
1,249,402
|
| |
5,244,658
|
|
|
2020
|
| |
477,149
|
| |
0
|
| |
2,406,004
|
| |
0
|
| |
544,078
|
| |
0
|
| |
1,761,411
|
| |
5,188,643
|
| |||
|
2019
|
| |
489,121
|
| |
0
|
| |
1,944,309
|
| |
0
|
| |
650,110
|
| |
0
|
| |
1,292,076
|
| |
4,375,616
|
| |||
|
Mark A. Wallace
Senior Vice President Head of Global Sales
|
| |
2021
|
| |
597,917
|
| |
0
|
| |
2,200,613
|
| |
0
|
| |
1,014,165
|
| |
105,082
|
| |
27,135
|
| |
3,944,912
|
|
|
2020
|
| |
522,500
|
| |
0
|
| |
1,922,862
|
| |
0
|
| |
582,647
|
| |
139,643
|
| |
27,135
|
| |
3,194,788
|
| |||
|
2019
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
(1)
|
Reflects the aggregate grant date fair values of the stock and option awards, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718, and Stock Compensation (“FASB ASC Topic 718”). For information on the valuation assumptions used in our computations, see Note 4 to our consolidated financial statements in our Annual Report on Form 10-K for Fiscal Year 2021.
|
(2)
|
Amounts consist of STI awards earned by our NEOs during Fiscal Year 2021 under the Performance-Based Compensation Plan for Covered Employees.
|
(3)
|
Amounts represent the change in pension value for the Retirement Plan, the Supplemental Benefit Retirement Plan, and the Excess Benefit Retirement Plan, as applicable. Please see the Section “Pension Benefits” below for greater detail regarding how such amounts were calculated.
|
(4)
|
Amounts for Fiscal Year 2021 reflected below.
|
(5)
|
Amounts included for Mr. Gooi, with the exception of stock awards and option awards, are shown in U.S. Dollars but were paid to him in Malaysian Ringgit. To convert the amounts paid in U.S. Dollars, we used the exchange rate as of the last business day of the applicable Fiscal Year (for Fiscal Year 2021 amounts, an exchange rate of 4.1411616362 Malaysian Ringgits per U.S. Dollar as of October 31, 2021).
|
|
2022 Proxy Statement 69
|
|
Name
|
| |
Company
Contributions
to Defined
Contribution
Plan
($)
|
| |
Financial
Counseling
($)
|
| |
Travel
Expenses
($)
|
| |
Relocation
Benefits
($)
|
| |
Tax
Restoration
Benefits
($)
|
| |
Club
Membership
Fees
($)
|
| |
Employer
Contributions
to Health
Savings
Account
($)
|
| |
Executive
Physicals
($)
|
| |
Total
($)
|
|
|
Ronald S. Nersesian
|
| |
11,600
|
| |
22,205
|
| |
8,170
|
| |
0
|
| |
0
|
| |
0
|
| |
650
|
| |
0
|
| |
42,625
|
|
|
Neil P. Dougherty
|
| |
12,844
|
| |
18,235
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
900
|
| |
2,337
|
| |
34,316
|
|
|
Satish C. Dhanasekaran
|
| |
15,538
|
| |
18,235
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
1,300
|
| |
2,219
|
| |
37,292
|
|
|
Soon Chai Gooi
|
| |
178,750
|
| |
0
|
| |
29,390
|
| |
94,036
|
| |
946,936
|
| |
290
|
| |
0
|
| |
0
|
| |
1,249,402
|
|
|
Mark A. Wallace
|
| |
8,000
|
| |
18,235
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
900
|
| |
0
|
| |
27,135
|
|
|
|
| |
Total FY21 Expense(1)
|
| |
Total FY20 Expense(1)
|
| |
Total FY19 Expense(1)
|
| |||||||||
|
Name
|
| |
Stock
Awards
($)
|
| |
Restricted
Stock
Units Awards
($)
|
| |
Stock
Awards
($)
|
| |
Restricted
Stock
Unit Awards
($)
|
| |
Stock
Awards
($)
|
| |
Restricted
Stock
Units Awards
($)
|
|
|
Ronald S. Nersesian
|
| |
9,085,294
|
| |
5,972,888
|
| |
7,551,709
|
| |
4,829,027
|
| |
4,407,885
|
| |
3,048,165
|
|
|
Neil P. Dougherty
|
| |
1,932,360
|
| |
1,270,340
|
| |
1,467,547
|
| |
938,455
|
| |
929,158
|
| |
642,575
|
|
|
Satish C. Dhanasekaran
|
| |
2,550,771
|
| |
1,677,014
|
| |
1,539,556
|
| |
984,465
|
| |
787,705
|
| |
544,721
|
|
|
Soon Chai Gooi
|
| |
1,677,187
|
| |
1,102,696
|
| |
1,467,547
|
| |
938,455
|
| |
1,149,407
|
| |
794,902
|
|
|
Mark A. Wallace
|
| |
1,327,737
|
| |
872,876
|
| |
1,172,871
|
| |
749,990
|
| |
742,271
|
| |
513,290
|
|
(1)
|
None of our NEOs received option awards in Fiscal Year 2019, Fiscal Year 2020 or Fiscal Year 2021.
|
70 2022 Proxy Statement
|
|
|
|
| |
|
| |
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1)
|
| |
Estimated Payouts Under
Equity Incentive Plan Awards(2)
|
| |
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#)
|
| |
Grant Date
Fair Value
of Stock
Awards(4)
($)
|
| ||||||||||||
|
|
| |
Grant
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| ||||||
|
Ronald S.
Nersesian
|
| |
11/18/2020
|
| |
375,000
|
| |
750,000
|
| |
1,500,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
5/19/2021
|
| |
375,000
|
| |
750,000
|
| |
1,500,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
1,119,909
|
| |
4,479,637
|
| |
8,959,274
|
| |
|
| |
4,479,637
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
1,151,414
|
| |
4,605,657
|
| |
9,211,315
|
| |
|
| |
4,605,657
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
51,875
|
| |
5,972,888
|
| |||
|
Neil P.
Dougherty
|
| |
11/18/2020
|
| |
146,250
|
| |
292,500
|
| |
585,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
5/19/2021
|
| |
146,250
|
| |
292,500
|
| |
585,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
238,196
|
| |
952,783
|
| |
1,905,567
|
| |
|
| |
952,783
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
244,894
|
| |
979,577
|
| |
1,959,153
|
| |
|
| |
979,577
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
11,033
|
| |
1,270,340
|
| |||
|
Satish C.
Dhanasekaran
|
| |
11/18/2020
|
| |
168,750
|
| |
337,500
|
| |
675,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
5/19/2021
|
| |
168,750
|
| |
337,500
|
| |
675,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
314,419
|
| |
1,257,674
|
| |
2,515,348
|
| |
|
| |
1,257,674
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
323,274
|
| |
1,293,097
|
| |
2,586,194
|
| |
|
| |
1,293,097
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,565
|
| |
1,677,014
|
| |||
|
Soon
Chai Gooi
|
| |
11/18/2020
|
| |
118,124
|
| |
236,248
|
| |
472,496
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
5/19/2021
|
| |
117,080
|
| |
234,160
|
| |
468,320
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
206,734
|
| |
826,936
|
| |
1,653,871
|
| |
|
| |
826,936
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
212,563
|
| |
850,251
|
| |
1,700,503
|
| |
|
| |
850,251
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
9,577
|
| |
1,102,696
|
| |||
|
Mark A.
Wallace
|
| |
11/18/2020
|
| |
132,876
|
| |
265,753
|
| |
531,506
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
5/19/2021
|
| |
135,000
|
| |
270,000
|
| |
540,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
163,672
|
| |
654,686
|
| |
1,309,372
|
| |
|
| |
654,686
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
168,263
|
| |
673,051
|
| |
1,346,102
|
| |
|
| |
673,051
|
| |||
|
11/18/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,581
|
| |
872,876
|
|
(1)
|
Reflects the value of the threshold, target and maximum potential STI cash payout established for Fiscal Year 2021 pursuant to the Keysight’s Performance-Based Compensation Plan. The threshold payment is 25%, target is 100% and maximum is 200% of target. Actual payout amounts under this plan are disclosed in the “Summary Compensation Table.” Please see the section “Short-Term Incentives” for greater detail regarding the NEOs’ cash incentive award opportunities, including the applicable performance goals.
|
(2)
|
Reflects the value of awards at threshold, target and maximum number of shares that could be earned with respect to PSUs. Actual payout of these awards, if any, will be in the form of Keysight common stock determined by the Compensation and Human Capital Committee after the end of the performance period depending on whether the performance criteria set forth pursuant to Keysight’s LTP Plan were met, subject to the applicable NEO being employed through such determination date or being retirement eligible. For Fiscal Year 2021, on November 18, 2020, each NEO received TSR PSUs and OM PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2021 - Fiscal Year 2023 performance period. Each NEO’s TSR PSUs will be measured and paid out based on the performance of Keysight’s common stock as measured against the relative TSR of the S&P 500 Total Return Index and each NEO’s OM PSUs will be measured and paid out based on profitability as measured by Non-GAAP OM. Please see the section “Long-Term Incentives” for greater detail regarding the TSR and OM PSU grants made to NEOs in Fiscal Year 2021. Each NEO’s OM PSUs appear above their respective TSR PSUs in this table.
|
(3)
|
Reflects the number of shares subject to time-based RSUs, which vest annually over four years from the grant date, subject to the applicable NEO being employed through the applicable vesting date or being retirement eligible.
|
(4)
|
Reflects the aggregate grant date fair values of the RSUs and PSUs, computed in accordance with FASB ASC Topic 718.
|
|
2022 Proxy Statement 71
|
|
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of Shares or
Units of Stock
That Have Not
Vested (#)(1)
|
| |
Market Value of
Shares or Units
That Have Not
Vested ($)(2)
|
| |
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested (#)(3)
|
| |
Market or
Payout Value of
Shares, Units
or Other Rights
That Have Not
Vested ($)(2)
|
|
|
Ron S. Nersesian
|
| |
11/16/2017
|
| |
16,037
|
| |
2,886,981
|
| |
—
|
| |
—
|
|
|
11/20/2018
|
| |
27,384
|
| |
4,929,668
|
| |
—
|
| |
—
|
| |||
|
11/20/2019
|
| |
32,896
|
| |
5,921,938
|
| |
—
|
| |
—
|
| |||
|
11/18/2020
|
| |
50,655
|
| |
9,118,913
|
| |
—
|
| |
—
|
| |||
|
11/20/2018
|
| |
62,253
|
| |
11,206,785
|
| |
—
|
| |
—
|
| |||
|
11/20/2018
|
| |
69,526
|
| |
12,516,070
|
| |
—
|
| |
—
|
| |||
|
11/20/2019
|
| |
—
|
| |
—
|
| |
67,376
|
| |
12,129,028
|
| |||
|
11/20/2019
|
| |
—
|
| |
—
|
| |
55,680
|
| |
10,023,514
|
| |||
|
11/18/2020
|
| |
—
|
| |
—
|
| |
77,812
|
| |
14,007,716
|
| |||
|
11/18/2020
|
| |
—
|
| |
—
|
| |
59,260
|
| |
10,667,985
|
| |||
|
Total
|
| |
|
| |
258,751
|
| |
46,580,355
|
| |
260,128
|
| |
46,828,243
|
|
|
Neil P. Dougherty
|
| |
11/16/2017
|
| |
3,304
|
| |
594,786
|
| |
—
|
| |
—
|
|
|
11/14/2018
|
| |
5,592
|
| |
1,006,672
|
| |
—
|
| |
—
|
| |||
|
11/20/2019
|
| |
6,547
|
| |
1,178,591
|
| |
—
|
| |
—
|
| |||
|
11/18/2020
|
| |
11,033
|
| |
1,986,161
|
| |
—
|
| |
—
|
| |||
|
11/14/2018
|
| |
12,412
|
| |
2,234,408
|
| |
—
|
| |
—
|
| |||
|
11/14/2018
|
| |
13,862
|
| |
2,495,437
|
| |
—
|
| |
—
|
| |||
|
11/20/2019
|
| |
—
|
| |
—
|
| |
13,094
|
| |
2,357,182
|
| |||
|
11/20/2019
|
| |
—
|
| |
—
|
| |
10,820
|
| |
1,947,816
|
| |||
|
11/18/2020
|
| |
—
|
| |
—
|
| |
16,550
|
| |
2,979,331
|
| |||
|
11/18/2020
|
| |
—
|
| |
—
|
| |
12,604
|
| |
2,268,972
|
| |||
|
Total
|
| |
|
| |
52,750
|
| |
9,496,055
|
| |
53,068
|
| |
9,553,301
|
|
72 2022 Proxy Statement
|
|
|
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of Shares or
Units of Stock
That Have Not
Vested (#)(1)
|
| |
Market Value of
Shares or Units
That Have Not
Vested ($)(2)
|
| |
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested (#)(3)
|
| |
Market or
Payout Value of
Shares, Units
or Other Rights
That Have Not
Vested ($)(2)
|
|
|
Satish C. Dhanasekaran
|
| |
11/16/2017
|
| |
1,890
|
| |
340,238
|
| |
—
|
| |
—
|
|
|
11/14/2018
|
| |
4,740
|
| |
853,295
|
| |
—
|
| |
—
|
| |||
|
11/20/2019
|
| |
6,547
|
| |
1,178,591
|
| |
—
|
| |
—
|
| |||
|
10/1/2020
|
| |
354
|
| |
63,727
|
| |
—
|
| |
—
|
| |||
|
11/18/2020
|
| |
14,565
|
| |
2,621,991
|
| |
—
|
| |
—
|
| |||
|
11/14/2018
|
| |
10,522
|
| |
1,894,170
|
| |
—
|
| |
—
|
| |||
|
11/14/2018
|
| |
11,752
|
| |
2,115,595
|
| |
—
|
| |
—
|
| |||
|
11/20/2019
|
| |
—
|
| |
—
|
| |
13,094
|
| |
2,357,182
|
| |||
|
11/20/2019
|
| |
—
|
| |
—
|
| |
10,820
|
| |
1,947,816
|
| |||
|
10/1/2020
|
| |
—
|
| |
—
|
| |
708
|
| |
127,454
|
| |||
|
10/1/2020
|
| |
—
|
| |
—
|
| |
586
|
| |
105,492
|
| |||
|
11/18/2020
|
| |
—
|
| |
—
|
| |
21,846
|
| |
3,932,717
|
| |||
|
11/18/2020
|
| |
—
|
| |
—
|
| |
16,638
|
| |
2,995,173
|
| |||
|
Total
|
| |
|
| |
50,370
|
| |
9,067,607
|
| |
63,692
|
| |
11,465,834
|
|
|
Soon Chai Gooi
|
| |
11/16/2017
|
| |
3,682
|
| |
662,834
|
| |
—
|
| |
—
|
|
|
11/14/2018
|
| |
6,917
|
| |
1,245,198
|
| |
—
|
| |
—
|
| |||
|
11/20/2019
|
| |
6,547
|
| |
1,178,591
|
| |
—
|
| |
—
|
| |||
|
11/18/2020
|
| |
9,577
|
| |
1,724,052
|
| |
—
|
| |
—
|
| |||
|
11/14/2018
|
| |
15,355
|
| |
2,764,207
|
| |
—
|
| |
—
|
| |||
|
11/14/2018
|
| |
17,148
|
| |
3,086,983
|
| |
—
|
| |
—
|
| |||
|
11/20/2019
|
| |
—
|
| |
—
|
| |
13,094
|
| |
2,357,182
|
| |||
|
11/20/2019
|
| |
—
|
| |
—
|
| |
10,820
|
| |
1,947,816
|
| |||
|
11/18/2020
|
| |
—
|
| |
—
|
| |
14,364
|
| |
2,585,807
|
| |||
|
11/18/2020
|
| |
—
|
| |
—
|
| |
10,940
|
| |
1,969,419
|
| |||
|
Total
|
| |
|
| |
59,226
|
| |
10,661,865
|
| |
49,218
|
| |
8,860,224
|
|
|
2022 Proxy Statement 73
|
|
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of Shares or
Units of Stock
That Have Not
Vested (#)(1)
|
| |
Market Value of
Shares or Units
That Have Not
Vested ($)(2)
|
| |
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested (#)(3)
|
| |
Market or
Payout Value of
Shares, Units
or Other Rights
That Have Not
Vested ($)(2)
|
|
|
Mark A. Wallace
|
| |
11/16/2017
|
| |
2,103
|
| |
378,582
|
| |
—
|
| |
—
|
|
|
11/14/2018
|
| |
4,362
|
| |
785,247
|
| |
—
|
| |
—
|
| |||
|
11/20/2019
|
| |
5,109
|
| |
919,722
|
| |
—
|
| |
—
|
| |||
|
11/18/2020
|
| |
7,402
|
| |
1,332,508
|
| |
—
|
| |
—
|
| |||
|
11/14/2018
|
| |
9,916
|
| |
1,785,078
|
| |
—
|
| |
—
|
| |||
|
11/14/2018
|
| |
11,074
|
| |
1,993,542
|
| |
—
|
| |
—
|
| |||
|
11/20/2019
|
| |
—
|
| |
—
|
| |
10,464
|
| |
1,883,729
|
| |||
|
11/20/2019
|
| |
—
|
| |
—
|
| |
8,648
|
| |
1,556,813
|
| |||
|
11/18/2020
|
| |
—
|
| |
—
|
| |
11,372
|
| |
2,047,188
|
| |||
|
11/18/2020
|
| |
—
|
| |
—
|
| |
8,660
|
| |
1,558,973
|
| |||
|
Total
|
| |
|
| |
39,966
|
| |
$7,194,679
|
| |
39,144
|
| |
7,046,703
|
|
Amounts reflect unvested RSUs as of October 31, 2021, which vest at the rate of 25% per year from the grant date, subject to the applicable NEO being employed through such determination date or being retirement eligible. Includes the number of PSUs granted in Fiscal Year 2019 that were earned based on Keysight’s relative TSR and Non-GAAP OM for the Fiscal Year 2019 through Fiscal Year 2021 performance period, subject to the applicable NEO being employed through the date that the Compensation and Human Capital Committee determined the payout.
|
(2)
|
The market values of the unvested RSUs and PSUs (whether earned but unvested or unearned and unvested) are calculated by multiplying the number of units shown in the table by $180.02, the closing price of Keysight common stock as of October 29, 2021, which was the last business day of Fiscal Year 2021.
|
(3)
|
Amounts reflect multiple unearned and unvested PSU awards that are outstanding simultaneously as of October 31, 2021 for each NEO under the LTP Plan. On November 20, 2019, each NEO received TSR PSUs and OM PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2020 through Fiscal Year 2022 performance period. On November 18, 2020, each NEO received TSR PSUs and OM PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2021 through Fiscal Year 2023 performance period. Each NEO’s TSR PSUs will be measured and paid out based on the performance of Keysight’s common stock as measured against the TSR of the S&P 500 Total Return Index and each NEO’s OM PSUs will be measured and paid out based on profitability as measured by Non-GAAP OM. The payout, if any, of the PSU awards granted on November 20, 2019 and November 18, 2020 are determined in November 2022 and November 2023, respectively and are subject to the applicable NEO being employed through such determination date or being retirement eligible. For PSUs granted in Fiscal Year 2020, the maximum number of PSUs that may be earned is shown based on Keysight’s performance through Fiscal Year 2021. For PSUs granted in Fiscal Year 2021, the maximum number of PSUs that may be earned is shown based on Keysight’s performance through Fiscal Year 2021.
|
74 2022 Proxy Statement
|
|
|
|
| |
Stock Awards
|
| |||
|
Name
|
| |
Number of Awards
Acquired Upon Vesting(1)
|
| |
Value Realized on
Vesting
|
|
|
Ronald S. Nersesian
|
| |
190,969
|
| |
$32,523,568
|
|
|
Neil P. Dougherty
|
| |
38,248
|
| |
$6,501,872
|
|
|
Satish C. Dhanasekaran
|
| |
31,101
|
| |
$5,404,654
|
|
|
Soon Chai Gooi
|
| |
46,219
|
| |
$7,915,318
|
|
|
Mark A. Wallace
|
| |
30,194
|
| |
$5,156,545
|
|
(1)
|
Amounts reflect the shares issued pursuant to PSUs granted in Fiscal Year 2019 pursuant to the LTI Program for the Fiscal Year 2019 through Fiscal Year 2021 performance period that were paid out in Fiscal Year 2022 in addition to restricted stock units that vested during Fiscal Year 2021.
|
|
2022 Proxy Statement 75
|
|
Name
|
| |
Plan Name(1)(2)
|
| |
Number of
Years of
Credited
Service
(#)
|
| |
Present Value of
Accumulated
Benefit
($)
|
| |
Payments
During Last
Fiscal Year
($)
|
|
|
Ronald S. Nersesian
|
| |
Retirement Plan
|
| |
19.0
|
| |
740,795
|
| |
0
|
|
|
|
| |
Supplemental Benefit Retirement Plan
|
| |
19.0
|
| |
1,399,705
|
| |
0
|
|
|
Neil P. Dougherty
|
| |
Retirement Plan
|
| |
25.3
|
| |
637,259
|
| |
0
|
|
|
|
| |
Supplemental Benefit Retirement Plan
|
| |
25.3
|
| |
274,133
|
| |
0
|
|
|
Satish C. Dhanasekaran
|
| |
Retirement Plan
|
| |
15.8
|
| |
300,883
|
| |
0
|
|
|
|
| |
Supplemental Benefit Retirement Plan
|
| |
15.8
|
| |
139,076
|
| |
0
|
|
|
Soon Chai Gooi(3)
|
| |
N/A
|
| |
—
|
| |
—
|
| |
—
|
|
|
Mark A. Wallace
|
| |
Deferred Profit-Sharing Plan
|
| |
30.0
|
| |
123,652
|
| |
0
|
|
|
|
| |
Retirement Plan
|
| |
30.0
|
| |
711,780
|
| |
0
|
|
|
|
| |
Supplemental Benefit Retirement Plan
|
| |
30.0
|
| |
169,718
|
| |
0
|
|
(1)
|
Employees must be at least 65 years of age and older in order to receive the full benefit under the Retirement Plan. Benefit payments from the Retirement Plan received prior to age 65 are reduced for “early” distribution. None of the NEOs are eligible for full benefits under the Retirement Plan.
|
(2)
|
To the extent applicable, a portion of each NEO’s Supplemental Benefit Retirement Plan benefits includes accrued benefits in the Excess Benefit Retirement Plan.
|
(3)
|
Mr. Gooi does not live in the United States and is not eligible to participate in the Retirement Plan or Supplemental Benefit Retirement Plan but is a participant in the Malaysian Defined Contribution Plan.
|
76 2022 Proxy Statement
|
|
|
11% × pay rate at the end of the month
|
| |
PLUS
|
| |
5% × pay rate pay at the end of the
month in excess of
50% of the Social Security Wage Base
|
|
|
14% × pay rate at the end of the month
|
| |
PLUS
|
| |
5% × pay rate at the end of the month
in excess of
50% of the Social Security Wage Base
|
|
|
1.5%
|
| |
X
|
| |
Highest Average Pay Rate
at October 31, 2009
|
| |
X
|
| |
Years of
Credited Service at
October 31, 2009 not
to exceed 30
|
|
|
0.6%
|
| |
X
|
| |
Final Average
Compensation at
October 31, 2009
|
| |
X
|
| |
Years of
Credited Service at
October 31, 2009 not
to exceed 30
|
|
|
2022 Proxy Statement 77
|
78 2022 Proxy Statement
|
|
•
|
In general, accruals prior to January 1, 2005 are paid from the Excess Benefit Retirement Plan in a single lump sum in the January following the Fiscal Year in which the participant takes his qualified Retirement Plan benefit.
|
•
|
In general, subject to certain applicable exceptions, accruals after December 31, 2004 are paid from the Supplemental Benefit Retirement Plan based on the date participants retire or terminate. Benefits are paid in January immediately following retirement or termination if termination occurs during the first six months of the year; or in July if termination occurs during the second six months of the year. Participants will receive a benefit in the form of either five annual installments (if the lump sum value is greater than $150,000); or in a single lump sum (if the lump sum value is $150,000 or less).
|
|
2022 Proxy Statement 79
|
•
|
Up to 100% of annual base pay earnings in excess of the U.S. Internal Revenue Service qualified plan limit of $290,000 for 2021;
|
•
|
Up to 95% of cash incentive award earnings, discretionary and cash compensation paid under the STI Performance-Based Compensation Plan;
|
•
|
Up to 95% of performance-based compensation paid out in accordance with the terms of Keysight’s LTP Program. Awards under this program are paid out in the form of shares of our common stock; and
|
•
|
Up to 95% of new executive stock awards.
|
•
|
A single lump sum payment; or
|
•
|
Annual installments over a five-to-15-year period.
|
80 2022 Proxy Statement
|
|
|
Name
|
| |
Executive
Contributions in Last Fiscal Year(1)
($)
|
| |
Registrant
Contributions in
Last Fiscal Year
($)
|
| |
Aggregate
Earnings in Last
Fiscal Year(2)
($)
|
| |
Aggregate
Withdrawals/
Distributions
($)
|
| |
Aggregate
Balance at
Fiscal Year-End(3)
($)
|
|
|
Ronald S. Nersesian
|
| |
109,500
|
| |
0
|
| |
10,169,917
|
| |
0
|
| |
25,453,624
|
|
|
Neil P. Dougherty
|
| |
322,838
|
| |
0
|
| |
2,189,972
|
| |
0
|
| |
6,631,776
|
|
|
Satish C. Dhanasekaran
|
| |
351,181
|
| |
0
|
| |
1,737,271
|
| |
0
|
| |
5,406,866
|
|
|
Soon Chai Gooi(4)
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Mark A. Wallace
|
| |
0
|
| |
0
|
| |
1,367,922
|
| |
0
|
| |
4,145,901
|
|
(1)
|
The amounts include base pay deferrals, short-term cash incentive award deferrals paid under the Performance-Based Compensation Plan, as well as deferrals representing the value of the fully vested shares based on the closing share price of Keysight common stock on the vesting date paid out in accordance with the terms of Keysight’s LTP Program for Fiscal Year 2021. The base pay portion of the amounts reflected above is included in the amount reported as “Salary” in the Summary Compensation Table for Fiscal Year 2021 as follows: for Mr. Dhanasekaran $52,000. The short-term cash incentive award portion of the amounts reflected above is included in the amount reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for Fiscal Year 2021 as follows: for Mr. Nersesian $109,500; for Mr. Dougherty $322,838; and for Mr. Dhanasekaran $299,181. The portion of the amounts reflected above that are attributed to performance shares under the LTI Program are based on grants that were made in Fiscal Year 2019 and are not reflected in the Summary Compensation Table for Fiscal Year 2021.
|
(2)
|
The amounts reflected are not included in the Summary Compensation Table for Fiscal Year 2021. These amounts consist of dividends, interest, and change in market value attributed to each executive officer’s entire account balance during Fiscal Year 2021, which balance may include deferred compensation from previous periods. The amounts do not include the deferred compensation themselves. Such earnings were not preferential or above-market.
|
(3)
|
The following amounts included in this column have also been reported in the Summary Compensation Table as compensation for Fiscal Year 2021 or a prior fiscal year: Mr. Nersesian, $109,500; Mr. Dougherty, $332,838; and Mr. Dhanasekaran, $351,181. The aggregate grant date fair value of the fully vested deferred performance shares under the LTI Program included in this column that have been reported in the Summary Compensation Table as compensation for Fiscal Year 2021 or a prior Fiscal Year: Mr. Nersesian, $972,945 and Mr. Dougherty, $806,666.
|
(4)
|
Mr. Gooi does not live in the United States and is not eligible to participate in the Deferred Compensation Plan.
|
|
2022 Proxy Statement 81
|
82 2022 Proxy Statement
|
|
|
2022 Proxy Statement 83
|
•
|
a change of control of Keysight occurs and the NEO experiences a qualifying termination under his Change of Control Severance Agreement;
|
•
|
a qualified termination under the Severance Plan;
|
•
|
a voluntary termination by the NEO or an involuntary termination of the NEO by Keysight with cause;
|
•
|
the termination of the NEO due to death or disability;
|
•
|
the retirement of the NEO;
|
•
|
a change of control of Keysight in which stock awards are not assumed, converted, or replaced in full by the successor corporation or a parent or subsidiary of the successor; or
|
•
|
a change of control of Keysight in which stock awards are assumed, converted, or replaced in full by the successor corporation or a parent or subsidiary of the successor.
|
84 2022 Proxy Statement
|
|
|
|
| |
|
| |
Involuntary
Termination
or Resignation
for Good
Cause in
Connection
with a
Change
of Control(1)
($)
|
| |
Qualifying
Termination
under
Severance
Plan(2)
($)
|
| |
Voluntary
Termination
or
Involuntary
Termination with Cause
($)
|
| |
Death or
Disability(3)
($)
|
| |
Retirement(4)
($)
|
| |
Change of
Control with
No Replacement
Equity(5)
($)
|
| |
Change of
Control with
Replacement
Equity(6)
($)
|
|
|
Ronald S. Nersesian
|
| |
Cash Severance
|
| |
7,500,000
|
| |
6,271,400
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Benefit Continuation(7)
|
| |
80,000
|
| |
40,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Stock Award Acceleration(8)
|
| |
22,857,139
|
| |
—
|
| |
—
|
| |
22,857,139
|
| |
—
|
| |
22,857,139
|
| |
—
|
| |||
|
Stock Award Cont’d Vesting(9)
|
| |
—
|
| |
22,857,139
|
| |
—
|
| |
—
|
| |
22,857,139
|
| |
—
|
| |
—
|
| |||
|
Performance Awards(10)
|
| |
69,334,214
|
| |
70,551,098
|
| |
—
|
| |
69,334,214
|
| |
69,334,214
|
| |
70,551,098
|
| |
|
| |||
|
Pension Benefits(11)
|
| |
2,155,650
|
| |
2,155,650
|
| |
2,155,650
|
| |
2,155,650
|
| |
2,155,650
|
| |
—
|
| |
—
|
| |||
|
Total Termination Benefits:
|
| |
101,927,003
|
| |
101,875,287
|
| |
2,155,650
|
| |
94,347,003
|
| |
94,347,003
|
| |
93,408,238
|
| |
—
|
| |||
|
Neil P. Dougherty
|
| |
Cash Severance
|
| |
2,470,000
|
| |
1,482,923
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Benefit Continuation(7)
|
| |
80,000
|
| |
20,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Stock Award Acceleration(8)
|
| |
4,766,210
|
| |
1,987,241
|
| |
—
|
| |
4,766,210
|
| |
—
|
| |
4,766,210
|
| |
—
|
| |||
|
Stock Award Cont’d Vesting(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Performance Awards(10)
|
| |
14,024,236
|
| |
14,283,147
|
| |
—
|
| |
14,024,326
|
| |
—
|
| |
14,283,147
|
| |
|
| |||
|
Pension Benefits(11)
|
| |
839,643
|
| |
839,643
|
| |
839,643
|
| |
839,643
|
| |
839,643
|
| |
—
|
| |
—
|
| |||
|
Total Termination Benefits:
|
| |
22,180,179
|
| |
18,612,954
|
| |
839,643
|
| |
19,630,179
|
| |
839,643
|
| |
19,049,356
|
| |
—
|
| |||
|
Satish C. Dhanasekaran
|
| |
Cash Severance
|
| |
2,700,000
|
| |
1,656,203
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Benefit Continuation(7)
|
| |
80,000
|
| |
20,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Stock Award Acceleration(8)
|
| |
5,057,842
|
| |
1,836,384
|
| |
—
|
| |
5,057,842
|
| |
—
|
| |
5,057,842
|
| |
—
|
| |||
|
Stock Award Cont’d Vesting(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Performance Awards(10)
|
| |
15,133,950
|
| |
15,475,599
|
| |
—
|
| |
15,133,950
|
| |
—
|
| |
15,475,599
|
| |
|
| |||
|
Pension Benefits(11)
|
| |
386,691
|
| |
386,691
|
| |
386,691
|
| |
386,691
|
| |
386,691
|
| |
—
|
| |
—
|
| |||
|
Total Termination Benefits:
|
| |
23,358,483
|
| |
19,374,877
|
| |
386,691
|
| |
20,578,483
|
| |
386,691
|
| |
20,533,441
|
| |
—
|
| |||
|
Soon
Chai Gooi
|
| |
Cash Severance(12)
|
| |
1,977,353
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Benefit Continuation(7)
|
| |
80,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Stock Award Acceleration(8)
|
| |
4,810,674
|
| |
—
|
| |
—
|
| |
4,810,674
|
| |
—
|
| |
4,810,674
|
| |
—
|
| |||
|
Stock Award Cont’d Vesting(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,810,674
|
| |
—
|
| |
—
|
| |||
|
Performance Awards(10)
|
| |
14,486,773
|
| |
—
|
| |
—
|
| |
14,486,773
|
| |
14,486,773
|
| |
14,711,414
|
| |
|
| |||
|
Pension Benefits(11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Total Termination Benefits:
|
| |
21,354,800
|
| |
—
|
| |
—
|
| |
19,297,448
|
| |
19,297,448
|
| |
19,522,089
|
| |
—
|
| |||
|
Mark A.
Wallace
|
| |
Cash Severance
|
| |
2,280,000
|
| |
1,311,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Benefit Continuation(7)
|
| |
80,000
|
| |
20,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Stock Award Acceleration(8)
|
| |
3,416,060
|
| |
—
|
| |
—
|
| |
3,416,060
|
| |
—
|
| |
3,416,060
|
| |
—
|
| |||
|
Stock Award Cont’d Vesting(9)
|
| |
—
|
| |
3,416,060
|
| |
—
|
| |
—
|
| |
3,416,060
|
| |
—
|
| |
—
|
| |||
|
Performance Awards(10)
|
| |
10,647,485
|
| |
10,825,323
|
| |
—
|
| |
10,647,485
|
| |
10,647,485
|
| |
10,825,323
|
| |
—
|
| |||
|
Pension Benefits(11)
|
| |
1,032,572
|
| |
1,032,572
|
| |
1,032,572
|
| |
1,032,572
|
| |
1,032,572
|
| |
—
|
| |
—
|
| |||
|
Total Termination Benefits:
|
| |
17,456,117
|
| |
16,604,955
|
| |
1,032,572
|
| |
15,096,117
|
| |
15,096,117
|
| |
14,241,383
|
| |
—
|
|
|
2022 Proxy Statement 85
|
Under the Change of Control Severance Agreements, if a change of control of Keysight occurs and an NEO is involuntarily terminated without cause or voluntarily terminates within 3 months following the occurrence of an event constituting “good reason”, and such involuntary termination or “good reason” (as defined in the Change of Control Severance Agreements) event occurs (i) within three months prior to a change of control, (ii) at the time of or within 24 months following the occurrence of a change of control, or (iii) at any time prior to a change of control, if such termination is at the request of the acquirer, his or her unvested stock options, if any, and stock awards that are subject only to service-based vesting conditions will fully vest. In addition, pursuant to the terms of each NEO’s performance award agreement, following the end of the performance period (or any earlier performance period termination date in connection with the change of control), performance awards will be paid out at the greater of the target award or the accrued amount of the payout; except that if such change of control occurs during the first 12 months of the NEO’s vesting period, the payout for such performance period shall equal an amount calculated by multiplying (a) the amount determined under the performance award agreement times (b) a fraction, the numerator of which is the number of days from the beginning of the NEO’s vesting period to the date of such change of control, and the denominator of which is the number of days in the 12-month period. For purposes of determining the amounts earned under each NEO’s performance awards, the calculated values are based on the following: (x) for PSUs granted in Fiscal Year 2019, the actual number of PSUs that were earned through Fiscal Year 2021, (y) for PSUs granted in Fiscal Year 2020, the maximum number of PSUs that may be earned based on Keysight’s performance through Fiscal Year 2021, and (z) for PSUs granted in Fiscal Year 2021, the maximum number of PSUs that may be earned based on Keysight’s performance through Fiscal Year 2021 (collectively, the “PSU Calculations”), subject to the pro-ration calculations for an assumed termination within the first 12 months of the NEO’s vesting period for the PSUs granted in Fiscal Year 2021. Because Fiscal Year 2021 cash incentive awards would have been earned, if at all, as of October 31, 2021, we have not included these amounts in this column.
|
(2)
|
Under the Severance Plan, the vesting of stock options, if any, and stock awards which would have occurred during the 12-month period following termination of employment will accelerate; provided, however, if the NEO is retirement-eligible under the terms of the applicable award, the NEO will instead benefit from the retirement treatment set forth in such award agreement. As of October 31, 2021, Messrs. Nersesian, Gooi, and Wallace were retirement-eligible under the terms of their award agreements. Any remaining unvested stock options and stock awards, if any, will be forfeited. Unvested performance stock awards will no longer be subject to any service-based vesting requirements but will only be paid out based on actual performance at the end of the performance period. For purposes of determining the amounts earned under each NEO’s performance awards, the calculated values are based on the PSU Calculations.
|
(3)
|
Each NEO’s stock awards that are subject only to service-based vesting conditions provide that if a NEO dies or becomes disabled, his or her unvested stock options, if any, and stock awards will fully vest. Each NEO’s performance stock awards provide that any unvested awards will no longer be subject to any service-based vesting requirements but will only be paid out based on actual performance at the end of the performance period; except that, if such death or disability occurs during the first 12 months of the vesting period, the payout for such performance period shall equal an amount calculated by multiplying (a) the award determined under the performance award agreement for the full performance period times (b) a fraction, the numerator of which is the number of days from the beginning of the vesting period to the date of such death or disability, and the denominator of which is the number of days in the 12-month period. For purposes of determining the amounts earned under each NEO’s performance awards, the calculated values are based on the PSU Calculations, subject to the pro-ration calculations for an assumed termination within the first 12 months of the NEO’s vesting period for the PSUs granted in Fiscal Year 2021.
|
(4)
|
Each NEO’s stock awards that are subject only to service-based vesting provide that if a NEO retires from Keysight, all unvested stock options, if any, and stock awards continue to vest per the original terms of the grant. Each NEO’s performance stock awards provide that any unvested awards will no longer be subject to any service-based vesting requirements but will only be paid out based on actual performance at the end of the performance period; except that, if such retirement occurs during the first 12 months of the vesting period, the payout for such performance period shall equal an amount calculated by multiplying (a) the amount determined under the performance award agreement for the full performance period times (b) a fraction, the numerator of which is the number of days from the beginning of the vesting period to the date of such retirement, and the denominator of which is the number of days in the 12-month period. As of October 31, 2021, Messrs. Nersesian, Gooi and Wallace were eligible for such continued vesting upon retirement. For purposes of determining the amounts earned under each NEO’s performance awards, the calculated values are based on the PSU Calculations, subject to the pro-ration calculations for an assumed termination within the first 12 months of the NEO’s vesting period for the PSUs granted in Fiscal Year 2021.
|
(5)
|
Under the Stock Plan in the event of a change of control of Keysight, all stock awards granted under the Stock Plan will accelerate if they are not assumed, converted, or replaced in full by the successor corporation or a parent or subsidiary of the successor. We have assumed that the NEOs have not been terminated for purposes of determining the amounts in this column. For purposes of determining the amounts paid out under each NEO’s performance awards, the calculated values are based on the PSU Calculations.
|
(6)
|
Under the Stock Plan in the event of a change of control of Keysight, all stock awards granted under the Stock Plan will not accelerate if they are assumed, converted, or replaced in full by the successor corporation or a parent or subsidiary of the successor. We have assumed that the NEOs have not been terminated for purposes of determining the amounts in this column.
|
(7)
|
Flat lump sum benefit for healthcare expenses, including additional health plan premium payments that may result from termination in the event of change of control or a qualified termination under the Severance Plan.
|
(8)
|
Calculated the acceleration value of the time-based stock awards using $180.02, the closing price of Keysight common stock as of October 29, 2021, which was the last business day of Fiscal Year 2021 (the “Fiscal Year End Price”).
|
(9)
|
For purposes of determining the value of the time-based stock awards, we have assumed that the Fiscal Year End Price remains constant through each applicable vesting date.
|
(10)
|
To determine the value of performance-based stock awards in scenarios where such awards will continue to vest, we have assumed that the Fiscal Year End Price remains constant through each applicable vesting date. The value of performance-based stock awards that accelerate was calculated using the Fiscal Year End Price. Actual payments at vesting of the performance-based stock awards could be different based on final performance results. The performance period for the PSUs granted in Fiscal Year 2019 concluded on October 31, 2021, but the award remained unvested, subject to the applicable NEO being employed through the date that the Compensation and Human Capital Committee determined the payout.
|
(11)
|
For information regarding potential payments upon termination under the Deferred Compensation Plan and the Retirement Plan, and the Supplemental Benefit Retirement Plan, in which our NEOs participate, see “Non-Qualified Deferred Compensation” and “Pension Benefits” above.
|
(12)
|
The amounts for Mr. Gooi’s Cash Severance are shown in U.S. Dollars but would be payable to him in Malaysian Ringgit. To convert the amount payable in U.S. Dollars, we used the exchange rate as of October 31, 2021, or 4.1411616362 Malaysian Ringgits per U.S. Dollar.
|
86 2022 Proxy Statement
|
|
•
|
The median of the annual total compensation of all of Keysight’s employees, other than Mr. Nersesian, was $77,082.
|
•
|
Mr. Nersesian’s annual total compensation, as reported in the “Total” column of the “Summary Compensation Table” was $18,566,410.
|
|
2022 Proxy Statement 87
|
|
PROPOSAL 4:
APPROVE AN AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
TO DECLASSIFY THE BOARD
|
88 2022 Proxy Statement
|
|
|
2022 Proxy Statement 89
|
|
Frequently Asked
Questions
|
WHAT IS THE DATE, TIME, AND PLACE OF THE 2022 ANNUAL MEETING?
|
A:
|
The 2022 Annual Meeting will be a completely virtual meeting of stockholders. We will hold the 2022 Annual Meeting on March 17, 2022 at 8:00 a.m. Pacific Time, exclusively by webcast at https://meetnow.global/MQ7GZR6. No physical meeting will be held. We encourage you to access the meeting prior to the start time leaving ample time for the check-in. Access to the online meeting will begin at 7:30 a.m. Pacific Time. You will be able to attend the meeting, vote electronically, and submit questions during the meeting at https://meetnow.global/MQ7GZR6.
|
Q:
|
DO I NEED TO REGISTER IN ADVANCE TO ATTEND THE VIRTUAL 2022 ANNUAL MEETING?
|
A:
|
If you are a stockholder of record, you do not need to register in advance to attend the 2022 Annual Meeting. If you are a beneficial owner, you may, but are not required to, register in advance to attend the 2022 Annual Meeting. Please see the FAQs below on how to register in advance if you are a beneficial owner.
|
Q:
|
IF I AM A STOCKHOLDER OF RECORD, HOW DO I VIRTUALLY ATTEND THE 2022 ANNUAL MEETING WITH THE ABILITY TO ASK A QUESTION AND/OR VOTE?
|
A:
|
The 2022 Annual Meeting will take place online at https://meetnow.global/MQ7GZR6.
|
Q:
|
IF I AM A BENEFICIAL OWNER, HOW DO I VIRTUALLY ATTEND THE 2022 ANNUAL MEETING WITH THE ABILITY TO ASK A QUESTION AND/OR VOTE?
|
A:
|
You are entitled to participate in the 2022 Annual meeting if you were a stockholder of the Company as of the close of business on the Record Date. If you are a Beneficial Owner and want to attend the 2022 Annual Meeting with the ability to ask questions and vote if you choose to do so, you have two options.
|
1.
|
Registration in Advance of the 2022 Annual Meeting
|
90 2022 Proxy Statement
|
|
•
|
By email: Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy to legalproxy@computershare.com
|
•
|
By mail, for regular delivery: Computershare, Keysight Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001
|
2.
|
Register at the 2022 Annual Meeting
|
Q:
|
HOW DO I REQUEST A LEGAL PROXY?
|
A:
|
Your broker, bank, or nominee must provide you with information on how you can request a legal proxy. Most brokers, banks, or nominees allow a stockholder to request a legal proxy either online or by mail. If you have requested a legal proxy online, and you have not received an email with your legal proxy within 2 business days of your request, you should contact your broker, bank, or nominee. If you have requested a legal proxy by mail, and you have not received it within 5 business days of your request, you should contact your broker, bank, or nominee. Once you receive a legal proxy, you should submit it to Computershare by email or physical mail, as detailed in the FAQ above.
|
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?
|
A:
|
Most stockholders of Keysight hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.
|
|
2022 Proxy Statement 91
|
HOW DO I VOTE MY SHARES?
|
|
|
| |
If you are a Stockholder of Record:
|
| |
If you are a Beneficial Owner:
|
|
|
By Internet Before the 2022
Annual Meeting*
(24 hours a day):
|
| |
www.envisionreports.com/KEYS
|
| |
Follow the voting instructions you receive from your stock brokerage firm, bank, or nominee.
|
|
|
By Internet During the 2022 Annual Meeting*:
|
| |
https://meetnow.global/MQ7GZR6
|
| |
https://meetnow.global/MQ7GZR6
|
|
|
By Telephone*
(24 hours a day, prior to 1:00 a.m. Central Time on March 17, 2022):
|
| |
1-800-652-8683
|
| |
Follow the voting instructions you receive from your stock brokerage firm, bank, or nominee. Telephone voting may be not available through your stock brokerage firm, bank, or nominee.
|
|
|
By Mail:
|
| |
Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Proxy Services, c/o Computershare Investor Services, P.O. Box 43102, Providence, RI 02940-5068.
|
| |
Follow the voting instructions you receive from your stock brokerage firm, bank, or nominee.
|
|
*
|
While Keysight, Computershare, and Broadridge do not charge you any fees for voting by internet or telephone, there may be related costs from other parties, such as usage charges from internet access providers and telephone companies, for which you are responsible.
|
92 2022 Proxy Statement
|
|
Q:
|
CAN I REVOKE MY PROXY OR CHANGE MY VOTE?
|
A:
|
You may revoke your proxy card or change your voting instructions prior to the vote at the 2022 Annual Meeting. You may enter a new vote by using the internet or telephone (if available through your broker, bank, or nominee) or by mailing a new proxy card or new voting instruction form bearing a later date (which will automatically revoke your earlier voting instructions) or by attending and voting at the 2022 Annual Meeting. Your attendance at the 2022 Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.
|
Q:
|
WILL I BE ABLE TO ASK A QUESTION DURING THE 2022 ANNUAL MEETING?
|
A:
|
Yes, all stockholders attending the 2022 Annual Meeting will be able to submit a question during the meeting. You must be in logged in to the virtual meeting at https://meetnow.global/MQ7GZR6 and follow the instructions on the meeting page on how to post a question or comment. If your question is properly submitted during the meeting, your question may be answered in the meeting or we may hold your question and respond to it after the meeting. Questions on similar topics may be combined and answered together.
|
Q:
|
WHAT IF I ENCOUNTER TECHNICAL DIFFICULTIES OR HAVE TROUBLE ACCESSING THE 2022 ANNUAL MEETING?
|
A:
|
If you are having trouble connecting to your meeting, please contact us via the following number(s): Local (888) 724-2416; International +1 (781) 575-2748.
|
Q:
|
WHAT IF THE COMPANY ENCOUNTERS TECHNICAL DIFFICULTIES DURING THE 2022 ANNUAL MEETING?
|
A:
|
If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), our Chair will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened at a later time or another day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via https://meetnow.global/MQ7GZR6.
|
Q:
|
WHY DID I RECEIVE A ONE-PAGE NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A PRINTED SET OF PROXY MATERIALS?
|
A:
|
In accordance with rules and regulations adopted by the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials, including this Proxy Statement and our 2021 Annual Report to Stockholders, by providing access to such documents on the internet. Stockholders will not receive printed copies of the proxy materials unless they request them. Commencing on or about January 28, 2022, a Notice was sent to our stockholders who did not request printed copies of the proxy materials. The Notice instructs you how to access and review the proxy materials on the internet and how to submit your proxy via the internet. If you would like to receive a paper or email copy of our proxy materials, please follow the instructions for requesting such materials in the Notice.
|
Q:
|
WHY AM I RECEIVING PROXY MATERIALS?
|
A:
|
You are receiving proxy materials because you were an owner of Keysight common stock as of the Record Date. You are invited to attend the 2022 Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.
|
|
2022 Proxy Statement 93
|
Q:
|
WHAT IS INCLUDED IN THE PROXY MATERIALS?
|
A:
|
The proxy materials consist of the Proxy Statement and the 2021 Annual Report to Stockholders. If you requested printed versions of proxy materials by mail, these materials also include the proxy card or voting instruction form.
|
Q:
|
WHAT INFORMATION IS CONTAINED IN THESE PROXY MATERIALS?
|
A:
|
The information included in this Proxy Statement relates to the proposals to be voted on at the 2022 Annual Meeting, the voting process, the compensation of our directors and highest paid officers, and certain other required information. The information included in our 2021 Annual Report to Stockholders relates to our annual report for our last fiscal year, ended October 31, 2021, which was filed with the SEC and which contains our audited consolidated financial statements, management’s discussion and analysis, risk factors, and certain other required information.
|
Q:
|
WHAT PROPOSALS WILL BE VOTED ON AT THE 2022 ANNUAL MEETING?
|
A:
|
There are four proposals scheduled to be voted on at the 2022 Annual Meeting:
|
•
|
the election of four directors for a 3-year term;
|
•
|
the ratification of the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm;
|
•
|
an advisory vote to approve the compensation of Keysight’s NEOs; and
|
•
|
approval of an amendment to Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors.
|
Q:
|
WHAT IS THE KEYSIGHT BOARD’S VOTING RECOMMENDATION?
|
A:
|
Keysight’s Board recommends that you vote your shares:
|
•
|
FOR each of the director nominees;
|
•
|
FOR the ratification of the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm;
|
•
|
FOR the approval of the compensation of Keysight’s NEOs; and
|
•
|
FOR amending Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors.
|
Q:
|
WHAT SHARES OWNED BY ME CAN BE VOTED?
|
A:
|
All shares owned by you as of Record Date, whether as a stockholder of record or as a beneficial owner, may be voted. You may cast one vote for each share of common stock that you held on Record Date. On Record Date, Keysight had XXX shares of common stock issued and outstanding.
|
Q:
|
WHAT EFFECT DOES VOTING FOR, AGAINST, OR ABSTAIN HAVE ON EACH PROPOSAL?
|
A:
|
For proposal 1 (election of directors), your vote may be cast FOR or AGAINST one or more of the director nominees, or you may ABSTAIN from voting with respect to one or more of the director nominees. Shares voting to ABSTAIN have no effect on the election of directors.
|
94 2022 Proxy Statement
|
|
Q:
|
WHAT HAPPENS IF I SUBMIT MY VOTING INSTRUCTION FORM WITH NO VOTING INSTRUCTIONS?
|
A:
|
If you are a stockholder of record and you sign your proxy card with no voting instructions (meaning, you choose neither FOR, AGAINST, nor ABSTAIN), your shares will be voted in accordance with the management’s recommendations for such proposal.
|
•
|
On routine matters, your broker, bank, or nominee may, in its discretion, either leave your shares unvoted or vote your shares. Only Proposal 2 (ratification of appointment of the independent registered public accounting firm) is considered a routine matter.
|
•
|
On non-routine matters, your bank, broker, or nominee may not vote your shares without your instruction (“broker non-vote”). Proposals 1 (election of directors), 3 (approval of the compensation of Keysight’s NEOs), and 4 (declassification of the Board) are considered non-routine matters. A broker non-vote will not be counted for or against Proposals 1 and 3 and will have no effect on the outcome of these matters. A broker non-vote on Proposal 4 will be counted as a vote against this proposal.
|
Q:
|
WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?
|
A:
|
Proposal 1, Election of Directors: Under our majority voting standard, in uncontested elections of directors, such as this election, each director must be elected by the affirmative vote of a majority of the votes cast by the shares present at the 2022 Annual Meeting or represented by proxy and entitled to vote. A “majority of the votes cast” means that the number of votes cast FOR a director must exceed 50% of the votes cast with respect to that director. Abstentions and broker non-votes will not count as a vote FOR or AGAINST a nominee’s election and thus will have no effect in determining whether a director nominee has received a majority of the votes cast.
|
|
2022 Proxy Statement 95
|
Q:
|
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE, PROXY CARD, OR VOTING INSTRUCTION FORM?
|
A:
|
It means your shares are registered differently or are in more than one account. For each Notice you receive, please enter your vote on the internet for each control number you have been assigned. If you receive paper copies of proxy materials, please provide voting instructions for all proxy cards and voting instruction forms you receive.
|
Q:
|
WHERE CAN I FIND THE VOTING RESULTS OF THE 2022 ANNUAL MEETING?
|
A:
|
Keysight will announce preliminary voting results at the Annual Meeting and publish preliminary or, if available, final results in a Form 8-K within four business days of the Annual Meeting.
|
Q:
|
WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE 2022 ANNUAL MEETING?
|
A:
|
Other than the four proposals described in this Proxy Statement, Keysight does not expect any matters to be presented for a vote at the 2022 Annual Meeting. If you grant a voting proxy, the persons named as proxy holders, Ronald S. Nersesian, Keysight’s Chair of the Board, President and Chief Executive Officer, and Jeffrey K. Li, Keysight’s Senior Vice President, General Counsel and Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason, any one or more of Keysight’s nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.
|
Q:
|
WHAT IS THE QUORUM REQUIREMENT FOR THE 2022 ANNUAL MEETING?
|
A:
|
The quorum requirement for holding the Annual Meeting and transacting business is a majority of the outstanding shares entitled to be voted. Your shares are counted as “present” at the 2022 Annual Meeting if you vote through the internet during the 2022 Annual Meeting or properly submit your proxy card or voting instruction form before the 2022 Annual Meeting. Abstentions and broker non-votes are counted as “present” for the purpose of determining the presence of a quorum. Votes voted by a broker, bank, or nominee who has discretionary voting power and exercises such discretion to vote your shares on a proposal where you did not provide voting instructions are counted as “present” for the purpose of determining the presence of a quorum.
|
Q:
|
WHO WILL COUNT THE VOTE?
|
A:
|
A representative of Computershare will tabulate the votes and act as the inspector of election.
|
Q:
|
IS MY VOTE CONFIDENTIAL?
|
A:
|
Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Keysight or to third parties except (i) as necessary to meet applicable legal requirements, (ii) to allow for the tabulation of votes and certification of the vote, and (iii) to facilitate a successful proxy solicitation by the Board. Occasionally, stockholders provide written comments on their proxy card, which are then forwarded to Keysight’s management.
|
Q:
|
WHO IS SOLICITING MY PROXY?
|
A:
|
Georgeson, Inc. (“Georgeson”) is soliciting proxies to be used at the 2022 Annual Meeting for the purposes set forth in the foregoing Notice.
|
96 2022 Proxy Statement
|
|
Q:
|
WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE 2022 ANNUAL MEETING?
|
A:
|
Keysight will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. Keysight has retained the services of Georgeson to aid in the solicitation of proxies from banks, brokers, nominees and intermediaries. Keysight estimates that it will pay Georgeson a fee of $20,000 for its services. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by Keysight’s directors, officers and employees, who will not receive any additional compensation for such solicitation activities. In addition, Keysight may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners.
|
Q:
|
HOW MAY I ACCESS AN ELECTRONIC LIST OF STOCKHOLDERS OF RECORD ENTITLED TO VOTE AT THE 2022 ANNUAL MEETING?
|
A:
|
We will make available an electronic list of stockholders of record as of Record Date for inspection by stockholders from March 7, 2022 through March 17, 2022. To access the electronic list during these dates, please send your request, along with proof of ownership, with the subject line “Stockholder List Request” by email to investor.relations@keysight.com. You will receive confirmation of your request and instructions on how to view the electronic list. The list will also be available to stockholders at https://meetnow.global/MQ7GZR6 during the live webcast of the 2022 Annual Meeting.
|
Q:
|
MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR’S ANNUAL MEETING OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?
|
A:
|
Stockholders of record may submit proposals for consideration at future Annual Meetings, including director nominations. If you are a beneficial owner, you can contact the bank or financial institution that holds your shares for information about how to register your shares directly in your name as a stockholder of record.
|
|
2022 Proxy Statement 97
|
HOW DO I OBTAIN A SEPARATE SET OF PROXY MATERIALS IF I SHARE AN ADDRESS WITH OTHER STOCKHOLDERS?
|
A:
|
To reduce expenses, in some cases, we are delivering one set of the proxy materials or, where applicable, one Notice to certain stockholders who share an address, unless otherwise requested by one or more of the stockholders. For stockholders receiving hard copies of the proxy materials, a separate proxy card for each stockholder is included with the proxy materials. For stockholders receiving a Notice, the Notice will instruct you as to how you may access and review all of the proxy materials on the internet. The Notice also instructs you how you may submit your proxy on the internet.
|
98 2022 Proxy Statement
|
|
|
Other Information
|
|
2022 Proxy Statement 99
|
|
| |
KEYSIGHT TECHNOLOGIES, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
|
|
| |
Name:
|
|||
|
| |
Title:
|
1 Year Keysight Technologies Chart |
1 Month Keysight Technologies Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions