Filed by the Registrant [X]
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Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
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[ ]
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Preliminary Proxy Statement
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[ ]
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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[ ]
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Definitive Additional Materials
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[ ]
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Soliciting Material Pursuant to §240.14a-12
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KEYSIGHT TECHNOLOGIES, INC
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(Name of Registrant as Specified in Its Charter)
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(Name of Persons(s) Filing Proxy Statement, If Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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[X]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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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):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary materials:
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[ ]
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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.
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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Keysight Technologies, Inc.
1400 Fountaingrove Parkway Santa Rosa, California 95403 Ronald S. Nersesian President and Chief Executive Officer |
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TIME
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8:00 a.m., Pacific Standard Time, on Thursday, March 16, 2017
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PLACE
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Keysight Technologies, Inc.
1400 Fountaingrove Parkway Santa Rosa, California 95403 (U.S.A.) |
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ITEMS OF BUSINESS
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(1) To elect two directors to a 3-year term. At the Annual Meeting, the Board of Directors (the “Board”) intends to present the following nominees for election as directors:
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• Paul N. Clark
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• Richard Hamada
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(2) To ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm.
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(3) To approve, on a non-binding advisory basis, the compensation of Keysight’s named executive officers.
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(4) To consider such other business as may properly come before the Annual Meeting.
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RECORD DATE
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You are entitled to vote at the Annual Meeting and at any adjournments or postponements thereof if you were a stockholder at the close of business on January 17, 2017.
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ANNUAL MEETING ADMISSION
|
To be admitted to the Annual Meeting, you must present proof of ownership of Keysight stock as of the record date. This can be a brokerage statement or letter from a bank or broker indicating ownership on January 17, 2017, the Notice of Internet Availability of Proxy Materials, a proxy card, or legal proxy or voting or voting instruction card provided by your broker, bank or nominee. You may also be asked to present a form of photo identification such as a driver’s license or passport. The Annual Meeting will begin promptly at 8:00 a.m. Limited seating is available on a first come, first served basis.
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VOTING
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For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a hard copy of the Proxy Statement, on your enclosed proxy card.
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By Order of the Board,
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Stephen D. Williams
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Senior Vice President, General Counsel and Secretary
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SUMMARY INFORMATION
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PROPOSAL
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BOARD VOTE RECOMMENDATION
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Election of Directors
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For each director nominee
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Ratification of the Independent Registered Public Accounting Firm
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For
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Advisory Vote to Approve Named Executive Officer Compensation
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For
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COMMITTEE
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DIRECTOR
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MEMBERSHIPS
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OTHER PUBLIC
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NAME
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AGE
(1)
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SINCE
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INDEPENDENT
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AC
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CC
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NCG
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EC
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BOARDS
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Paul N. Clark
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69
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2014
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Yes
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M
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C
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C
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• Agilent Technologies, Inc.
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• Biolase, Inc.
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Richard Hamada
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58
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2014
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Yes
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M
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M
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SUMMARY INFORMATION
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Fee Category:
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Fiscal
2016 ($) |
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% of
Total (%) |
|
Fiscal
2015 ($) |
|
% of
Total (%) |
|
||||
Audit Fees
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$3,757,000
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79.9
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$3,600,000
|
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85.1
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Audit-Related Fees
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337,000
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7.1
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442,000
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10.4
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Tax Fees:
|
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|
||||
Tax compliance/preparation
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71,000
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1.5
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59,000
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1.4
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||
Other tax services
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0
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0
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0
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0
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Total Tax Fees
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71,000
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1.5
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59,000
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1.4
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All Other Fees
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540,000
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11.5
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130,000
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3.1
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Total Fees
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$4,705,000
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100.0
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$4,231,000
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100.0
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TABLE OF CONTENTS
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Page
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PROPOSAL 1 – ELECTION OF DIRECTORS
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7
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Director Nomination Criteria: Qualifications and Experience
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7
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Current Director Terms
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8
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Director Nominees for Election to New Three-Year Terms That Will Expire in 2020
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8
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Continuing Directors Not Being Considered for Election at this Annual Meeting
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9
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Directors Whose Terms Will Expire in 2018
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9
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Directors Whose Terms Will Expire in 2019
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10
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CORPORATE GOVERNANCE MATTERS
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12
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Corporate Governance Guidelines
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12
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Communicating with the Board
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12
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Director Qualification Standards
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12
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Board Leadership Structure
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13
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Board’s Role in Risk Oversight
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13
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Majority Voting for Directors
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13
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Policies on Business Ethics
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14
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Director Independence
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14
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Compensation Committee Member Independence
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15
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COMMITTEES OF THE BOARD OF DIRECTORS
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16
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Audit and Finance Committee
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16
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Compensation Committee
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17
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Nominating and Corporate Governance Committee
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18
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Executive Committee
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19
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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19
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RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES
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19
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Transaction with Related Persons
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21
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PROPOSAL 2 – RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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22
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Fees Paid to PricewaterhouseCoopers LLP
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22
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Policy on Audit and Finance Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
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23
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AUDIT AND FINANCE COMMITTEE REPORT
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24
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COMMON STOCK OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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25
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Beneficial Ownership Tables
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25
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Section 16(a) Beneficial Ownership Reporting Compliance
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26
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COMPENSATION OF NON-EMPLOYEE DIRECTORS
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27
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Summary of Non-Employee Director Annual Compensation
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27
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Non-Employee Director Compensation for Fiscal Year 2016
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28
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Non-Employee Director Reimbursement Practice for Fiscal Year 2016
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28
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Non-Employee Director Stock Ownership Guidelines
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28
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PROPOSAL 3 – NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF KEYSIGHT’S NAMED EXECUTIVE OFFICERS
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29
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COMPENSATION DISCUSSION AND ANALYSIS
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31
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TABLE OF CONTENTS
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Page
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Executive Summary
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31
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Pay for Performance Alignment
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32
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Compensation Policies and Practices
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33
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Process for Determining Compensation
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34
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Keysight’s Peer Groups
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34
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Named Executive Officers
|
36
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The Elements of 2016 Compensation
|
36
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Base Salary
|
37
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Short-Term Incentives
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37
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Long-Term Incentives
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43
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Results of 2015 Stockholder Advisory Vote on Executive Compensation
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46
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Policies for Compensation Risk Mitigation
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46
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Other Compensation Practices and Policies
|
48
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Compensation Committee Report
|
51
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EXECUTIVE COMPENSATION
|
52
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Fiscal Year 2016 Summary Compensation Table
|
52
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Fiscal Year 2016 Grants of Plan-Based Awards in Last Fiscal Year
|
54
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Outstanding Equity Awards at Fiscal Year-End
|
55
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Fiscal Year 2016 Option Exercises and Stock Vested at Fiscal Year-End
|
57
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Pension Benefits
|
57
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Retirement Plan
|
58
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Non-Qualified Deferred Compensation in Last Fiscal Year
|
59
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Termination Arrangements
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61
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FREQUENTLY ASKED QUESTIONS
|
68
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DIRECTIONS TO KEYSIGHT TECHNOLOGIES, INC.
|
76
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ELECTION OF DIRECTORS
|
•
|
a reputation for personal and professional integrity and ethics;
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•
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executive or similar policy-making experience in relevant business or technology areas or national prominence in an academic, government or other relevant fields;
|
•
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breadth of experience;
|
•
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soundness of judgment;
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•
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the ability to make independent, analytical inquiries;
|
•
|
the willingness and ability to devote the time required to perform Board activities adequately;
|
•
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the ability to represent the total corporate interests of Keysight; and
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•
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the ability to represent the long-term interests of stockholders as a whole.
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ELECTION OF DIRECTORS
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Class
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Directors
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Term Expires
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I
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Ronald S. Nersesian, Charles J. Dockendorff and Robert A. Rango
|
2018
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II
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James G. Cullen, Jean M. Halloran and Mark Templeton
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2019
|
III
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Paul N. Clark and Richard Hamada
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2017
|
|
ELECTION OF DIRECTORS
|
RICHARD HAMADA
|
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Age: 58
|
Keysight Committees:
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Public Directorships:
|
Director Since:
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• Compensation
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None
|
October 2014
|
• Nominating and Corporate Governance
|
Former Public Directorships Held During the Past Five Years:
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|
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• Avnet, Inc.
|
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ELECTION OF DIRECTORS
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CHARLES J. DOCKENDORFF
|
||
Age: 62
|
Keysight Committees:
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Public Directorships:
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|
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Director Since:
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• Audit and Finance (Chair)
|
• Boston Scientific Corporation
|
October 2014
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• Nominating and Corporate Governance
|
• Haemonetics Corporation
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Former Public Directorships Held During the Past Five Years:
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None
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ROBERT A. RANGO
|
||
Age: 58
|
Keysight Committees:
|
Public Directorships:
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Director Since:
|
• Audit and Finance
|
• Integrated Device Technology
|
November 2015
|
• Nominating and Corporate Governance
|
• KLA Tencor Corporation
|
|
|
Former Public Directorships Held During the Past Five Years:
|
|
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None
|
JAMES G. CULLEN
|
||
Age: 74
|
Keysight Committees:
|
Public Directorships:
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Director Since:
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• Compensation (Chair)
|
• Agilent Technologies, Inc.
|
October 2014
|
• Nominating and Corporate Governance
|
• Avinger, Inc.
|
|
• Neustar, Inc.
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|
|
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• Prudential Financial, Inc.
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|
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Former Public Directorships Held During the Past Five Years:
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None
|
|
ELECTION OF DIRECTORS
|
JEAN M. HALLORAN
|
||
Age: 64
|
Keysight Committees:
|
Public Directorships:
|
Director Since:
|
None
|
None
|
October 2014
|
|
Former Public Directorships Held During the Past Five Years:
|
|
|
None
|
MARK B. TEMPLETON
|
||
Age: 64
|
Keysight Committees:
|
Public Directorships:
|
Director Since:
|
• Compensation
|
• Equifax, Inc.
|
December 2015
|
• Nominating and Corporate Governance
|
Former Public Directorships Held During the Past Five Years:
|
|
|
|
|
|
• Citrix Systems, Inc.
|
|
CORPORATE GOVERNANCE
|
|
CORPORATE GOVERNANCE
|
|
CORPORATE GOVERNANCE
|
•
|
the director is, or has been within the last three years, an employee of Keysight or its subsidiaries, or an immediate family member is, or has been within the last three years, an executive officer of Keysight or its subsidiaries;
|
•
|
the director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation
|
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CORPORATE GOVERNANCE
|
•
|
(i) the director or an immediate family member is a current partner of a firm that is Keysight’s internal or external auditor; (ii) the director is a current employee of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm and personally works on Keysight’s or its subsidiaries’ audit; or (iv) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on Keysight’s or its subsidiaries’ audit within that time;
|
•
|
the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the present executive officers of Keysight or its subsidiaries at the same time serves or served on that company’s compensation committee; or
|
•
|
the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Keysight or its subsidiaries for property or services in an amount that, in any of the last three fiscal years, exceeds the greater of $1 million, or two percent of such other company’s consolidated gross revenues.
|
•
|
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.
|
|
CORPORATE GOVERNANCE
|
Director
|
Board
|
Audit and
Finance |
Compensation
|
Nominating and
Corporate Governance |
Executive
|
Paul N. Clark
|
CHAIR
|
ü
|
|
CHAIR
|
CHAIR
|
James G. Cullen
|
ü
|
|
CHAIR
|
ü
|
|
Charles J. Dockendorff
|
ü
|
CHAIR
|
|
ü
|
|
Jean M. Halloran
|
ü
|
|
|
|
|
Richard Hamada
|
ü
|
|
ü
|
ü
|
|
Ronald S. Nersesian
|
ü
|
|
|
|
ü
|
Robert A. Rango
|
ü
|
ü
|
|
ü
|
|
Mark B. Templeton
|
ü
|
|
ü
|
ü
|
|
•
|
have the sole authority to appoint, retain, compensate, oversee, evaluate and replace the independent registered public accounting firm;
|
•
|
review and approve the scope of the annual internal and external audits;
|
•
|
review and pre-approve the engagement of Keysight’s independent registered public accounting firm to perform audit and non-audit services and the related fees;
|
•
|
meet independently with Keysight’s internal auditing staff, independent registered public accounting firm and senior management;
|
•
|
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 the Company’s reports on Form 10-K or Form 10-Q;
|
|
CORPORATE GOVERNANCE
|
•
|
establish and oversee procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (b) the confidential anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
|
•
|
monitor compliance with Keysight’s Standards of Business Conduct; 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.
|
•
|
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 and arrangements, including the impact of such programs and arrangements on Company risk;
|
•
|
establishes comparator peer group and compensation targets based on this peer group for the Company’s named executive officers; and
|
•
|
has sole authority to retain and terminate executive compensation consultants.
|
|
CORPORATE GOVERNANCE
|
•
|
a reputation for personal and professional integrity and ethics;
|
•
|
executive or similar policy-making experience in relevant business or technology areas or national prominence in an academic, government or other relevant field;
|
•
|
breadth of experience;
|
•
|
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
|
|
CORPORATE GOVERNANCE
|
|
CORPORATE GOVERNANCE
|
•
|
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 the Company 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 the Company 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 the Company 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.
|
|
CORPORATE GOVERNANCE
|
•
|
Avnet, Inc., where Mr. Hamada, a Keysight director, served as Avnet’s CEO and director until July 2016. From November 1, 2015 until Mr. Hamada stepped down as the CEO of Avnet, Avnet, Inc., or its affiliates, purchased from Keysight an aggregate of approximately $1.9 million of products and/or services and Keysight purchased from Avnet an aggregate of approximately $1.9 million in products and/or services. The transactions with Avnet fell within Keysight’s pre-approved transactions.
|
•
|
BlackRock, Inc. holds 7.9% of Keysight’s total outstanding equity pursuant to information contained in a Schedule 13G filed with the SEC on January 26, 2016. During fiscal year 2016, Keysight purchased from BlackRock Advisors (UK) Ltd., a subsidiary of BlackRock, Inc. approximately $635,000 of products and/or services. The transactions with BlackRock Advisors (UK) Ltd. fell within Keysight’s pre-approved transactions.
|
|
RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PROPOSAL 2 – RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
Fee Category:
|
Fiscal 2016
($) |
% of
Total (%) |
Fiscal 2015
($) |
% of
Total (%) |
||||
Audit Fees
|
|
$3,757,000
|
|
79.9
|
|
$3,600,000
|
|
85.1
|
Audit-Related Fees
|
337,000
|
|
7.1
|
442,000
|
|
10.4
|
||
Tax Fees:
|
|
|
|
|
||||
Tax compliance/preparation
|
71,000
|
|
1.5
|
59,000
|
|
1.4
|
||
Other tax services
|
0
|
|
0
|
0
|
|
0
|
||
Total Tax Fees
|
71,000
|
|
1.5
|
59,000
|
|
1.4
|
||
All Other Fees
|
540,000
|
|
11.5
|
130,000
|
|
3.1
|
||
Total Fees
|
|
$4,705,000
|
|
100.0
|
|
$4,231,000
|
|
100.0
|
|
RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
AUDIT AND FINANCE COMMITTEE REPORT
|
|
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
Name and Address of Beneficial Owner
|
Amount and Nature
|
|
Percent of Class
|
T. Rowe Price Associates, Inc.
|
|
|
|
100 E. Pratt Street
|
|
|
|
Baltimore, MD 21202
|
22,037,856
(1)
|
|
12.8%
|
BlackRock, Inc.
|
|
|
|
55 East 52
nd
Street
|
|
|
|
New York, NY 10022
|
13,455,115
(2)
|
|
7.9%
|
The Vanguard Group - 23-1945930
|
|
|
|
100 Vanguard Blvd.
|
|
|
|
Malvern, PA 19355
|
11,730,460
(3)
|
|
6.86%
|
(1)
|
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 11, 2016, by T. Rowe Price Associates, Inc. The Schedule 13G indicates that T. Rowe Price Associates, Inc. has sole voting power with respect to 6,472,344 shares and sole dispositive power with respect to 22,037,856 shares.
|
(2)
|
Based solely on information contained in a Schedule 13G/A filed with the SEC on January 26, 2016, by BlackRock, Inc. The Schedule 13G indicates that BlackRock, Inc. has sole voting power with respect to 12,233,135 shares and sole dispositive power with respect to 13,455,115 shares.
|
(3)
|
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 10, 2016 by The Vanguard Group. The Schedule 13G/A indicates that the Vanguard Group has sole voting power with respect to 124,485 shares, sole dispositive power with respect to 11,607,175 shares and shares dispositive power with respect to 123,285 shares.
|
|
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
Name of Beneficial Owners
|
Number of
Shares of Common Stock |
Number of
Share Subject to Exercisable Options (1) |
Deferred
Stock (2) |
Total Shares
Beneficially Owned |
Percentage
of Class |
||||||||
Ronald S. Nersesian
|
137,213
|
|
|
634,635
|
|
|
132,007
|
|
|
903,856
|
|
*
|
|
Jay Alexander
|
17,696
|
|
|
51,564
|
|
|
2,151
|
|
|
71,411
|
|
*
|
|
Paul N. Clark
|
382
|
|
|
—
|
|
|
41,337
|
|
|
41,719
|
|
*
|
|
James G. Cullen
|
20,104
|
|
|
—
|
|
|
10,522
|
|
|
30,626
|
|
*
|
|
Charles J. Dockendorff
|
—
|
|
|
—
|
|
|
30,854
|
|
|
30,854
|
|
*
|
|
Neil Dougherty
|
27,074
|
|
|
63,284
|
|
|
18,493
|
|
|
108,851
|
|
*
|
|
Soon Chai Gooi
|
134,038
|
|
|
197,837
|
|
|
—
|
|
|
331,875
|
|
*
|
|
Jean M. Halloran
|
29,832
|
|
|
—
|
|
|
—
|
|
|
29,832
|
|
*
|
|
Richard Hamada
|
—
|
|
|
—
|
|
|
25,707
|
|
|
25,707
|
|
*
|
|
Robert A. Rango
|
—
|
|
|
—
|
|
|
8,525
|
|
|
8,525
|
|
*
|
|
Guy Séné
|
41,436
|
|
|
203,372
|
|
|
—
|
|
|
244,808
|
|
*
|
|
Mark B. Templeton
|
—
|
|
|
—
|
|
|
8,126
|
|
|
8,126
|
|
*
|
|
All directors and executive
|
|
|
|
|
|
|
|
|
|
||||
officers as a group (17 persons)
|
495,803
|
|
|
1,337,762
|
|
|
282,893
|
|
|
2,116,457
|
|
1.23
|
%
|
*
|
Less than one percent.
|
(1)
|
“Exercisable Options” means options that may be exercised as of March 1, 2017.
|
(2)
|
Represents the number of deferred shares or share equivalents held by Fidelity Management Trust Company under the Deferred Compensation Plan or similar arrangement to which voting or investment power exists.
|
|
COMPENSATION OF NON-EMPLOYEE DIRECTORS
|
|
Cash Retainer
(1)
|
Equity Grant
(2)
|
Committee Chair Premium
(3)
|
Audit and
Finance Committee
Member Premium
(4)
|
Non-Employee Director
|
$90,000
|
$180,000 in value of a stock grant
|
$15,000
|
$10,000
|
Non-Executive Chairman
|
$245,000
|
$180,000 in value of a stock grant
|
Not eligible
|
$10,000
|
(1)
|
Each non-employee director may elect to defer all or part of the cash compensation to the Deferred Compensation Plan for Non-Employee Directors. Any deferred cash compensation is converted into shares of Keysight common stock.
|
(2)
|
The stock will be granted on the later of (i) March 1 or (ii) the first trading day after each Annual Meeting of Stockholders. The number of shares underlying the stock grant is determined by dividing $180,000 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 grant vests immediately 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 (excluding the Non-Executive Chairman) who serve as the chairperson of a Board Committee receive a “Committee chair premium” of $15,000 in cash, paid at the beginning of each Plan Year.
|
(4)
|
Non-employee directors (including the Non-Executive Chairman) who serve as the chairperson or a member of the Audit and Finance Committee receive an additional $10,000 in cash, paid at the beginning of each Plan Year.
|
|
COMPENSATION OF NON-EMPLOYEE DIRECTORS
|
Name
|
Cash Retainer
($) |
Committee
Fees ($) |
Stock Awards
($) (1) |
Total ($)
|
||||||
Paul N. Clark
|
|
$245,000
|
|
|
|
$10,000
|
|
|
$188,788
|
$443,019.21
(2)
|
James G. Cullen
|
|
$90,000
|
|
|
|
$15,000
|
|
|
$188,788
|
$293,788.00
|
Charles J. Dockendorff
|
|
$90,000
|
|
|
|
$25,000
|
|
|
$188,788
|
$303,788.00
|
Jean M. Halloran
|
|
$90,000
|
|
|
—
|
|
|
$188,788
|
$278,788.00
|
|
Richard Hamada
|
|
$90,000
|
|
|
—
|
|
|
$188,788
|
$278,788.00
|
|
Robert A. Rango
|
|
$90,000
|
|
|
|
$10,000
|
|
|
$188,788
|
$288,788.00
|
Mark B. Templeton
|
|
$90,000
|
|
|
—
|
|
|
$188,788
|
$278,788.00
|
(1)
|
Reflects the grant date fair value for stock awards granted in fiscal year 2016 calculated in accordance with FASB ASC Topic 718.
|
(2)
|
Figure includes compensation for Board meeting travel expenses in the amount of $231.21
|
|
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
|
•
|
a compensation recoupment policy;
|
•
|
an independent compensation committee and compensation consultant;
|
•
|
a hedging and insider trading policy;
|
•
|
stock ownership guidelines; and
|
•
|
an annual risk assessment.
|
|
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
•
|
In our 5G segment, we grew orders by 205%, introduced several new industry leading products that are driving demand, and expanded our strategic partnerships with key 5G innovators. We now have over 50 5G customers around the globe.
|
•
|
In our modular segment, we achieved 13% order growth and 13% revenue growth for our PXI and AXIe modular solutions and introduced 30 new solutions. We have a strong position in this market and are expanding our modular footprint with both new and existing customers.
|
•
|
In our services segment, revenue growth was flat and excluding the impact of the three-year warranty program, revenue for this segment grew by 6%, driven by our expanded multi-vendor calibration services and used equipment sales.
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
•
|
In our software segment, we achieved 18% order growth and 13% revenue growth driven by our acquisition of Anite and our market leading design and simulation solutions. We successfully completed the acquisition of Anite, which significantly enhanced our software portfolio and was accretive to gross margin and earnings. Additionally, we broke ground on a new software development center in collaboration with the Georgia Institute of Technology in Atlanta.
|
•
|
In inorganic growth, we completed multiple strategic acquisitions aligned with our key growth initiatives, including Anite, which contributed to our software growth initiative and added 4.6% to our total revenue growth.
|
•
|
We achieved 89% of the target Non-GAAP EPS and 92% of the target orders for the first half of fiscal year 2016.
|
•
|
For the second half of fiscal year 2016, we achieved 94% of the target Non-GAAP EPS and 98% of the target orders.
|
•
|
For fiscal year 2016, our strategic objectives achievement resulted in payouts up to 200%.
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
•
|
The PSUs granted in fiscal year 2016 were based on Keysight’s relative total stockholder return (“TSR”).
|
•
|
As a result of our anticipated separation from Agilent Technologies, Inc. in fiscal year 2014, our expected executive officers were not granted any PSUs by Agilent during that year. Instead, they were granted RSUs. Accordingly, no PSUs were settled in fiscal year 2016.
|
|
|
|
|
•
|
An independent Compensation Committee
|
|
•
|
An independent compensation consultant to the Compensation Committee, F.W. Cook
|
|
•
|
Stock ownership guidelines for our executive officers and the non-employee members of our Board of Directors
|
|
•
|
Prohibitions on executive officers engaging in hedging transactions or pledging our securities as collateral for loans
|
|
•
|
A compensation recoupment (“Clawback”) policy that applies to our executive officers
|
|
•
|
Use of “double trigger” change of control agreements and a prohibition on excise tax gross-ups
|
|
•
|
An annual review and assessment of potential compensation-related risks, conducted independently for the Compensation Committee by F.W. Cook, which for fiscal year 2016 concluded that our compensation programs (including all incentive and commission arrangements at all levels) do not encourage behaviors that are reasonably likely to have a material adverse effect on the Company
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
•
|
Responsibilities and capabilities of each executive officer
|
|
•
|
Competitive market data provided by F.W. Cook
|
|
•
|
“Tally sheets” describing the total compensation received by each executive officer
|
|
•
|
Each executive officer’s self-evaluation and evaluation by the CEO and Senior Vice President of Human Resource as presented to the Compensation Committee
|
|
•
|
Qualitative evaluation of each executive officer’s overall and corporate performance by the Compensation Committee or the independent members of our Board of Directors
|
|
•
|
Objective assessment of each executive officer’s actual performance against pre-established goals and financial targets
|
|
•
|
Revenues between approximately $1.5 billion and $7.5 billion, which were approximately 0.5 times and 2.5 times our projected fiscal year 2016 revenue
|
|
•
|
A market capitalization between approximately $2.5 billion and $22 billion, which were approximately 0.33 times and 3 times our projected fiscal year 2016 market capitalization
|
|
•
|
A market capitalization to revenue ratio greater than 1.0, our projected fiscal year 2016 ratio
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
Acuity Brands
|
|
CommScope*
|
|
JDS Uniphase
|
|
NCR
|
|
SanDisk
|
AMETEK
|
|
EchoStar
|
|
Juniper Networks
|
|
NetApp
|
|
SunEdison
|
ARRIS Group
|
|
EnerSys
|
|
KLA-Tencor
|
|
Nuance Communications
|
|
Synopsys
|
Autodesk
|
|
F5 Networks
|
|
Lam Research
|
|
Regal Beloit
|
|
Teradyne
|
Brocade Communications
|
|
FLIR Systems*
|
|
Motorola Solutions
|
|
Rockwell Automation
|
|
Trimble Navigation
|
Cadence Design Sys*
|
|
Harris
|
|
National Instruments
|
|
Roper Industries
|
|
Zebra Technologies*
|
Citrix Systems
|
|
Hubbell
|
|
|
|
|
|
|
*
|
Companies added to the fiscal year 2016 compensation peer group based on the selection criteria.
|
|
|
Revenues as of each
company’s most recent four quarters ended on 9/30/2015 (in millions) ($) |
|
Market
Capitalization on 9/30/2015 (in millions) ($) |
|
Employees
as of 9/30/2015 (#) |
|
|||||
25th Percentile
|
|
|
$2,228
|
|
|
$3,910
|
|
|
|
6,520
|
|
|
Median
|
|
|
$3,022
|
|
|
$5,866
|
|
|
|
8,751
|
|
|
75th Percentile
|
|
|
$4,659
|
|
|
$9,909
|
|
|
|
13,250
|
|
|
Keysight Technologies, Inc.
(1)
|
|
|
$3,100
|
|
|
$5,226
|
|
|
|
9,600
|
|
|
(1)
|
Fiscal Year 2016 Estimates.
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
Named Executive Officers
|
Ronald S. Nersesian
|
President and Chief Executive Officer
|
Neil Dougherty
|
Senior Vice President and Chief Financial Officer
|
Jay Alexander
|
Senior Vice President and Chief Technology Officer
|
Soon Chai Gooi
|
Senior Vice President, President of Electronic Industrial Solutions Group
|
Guy Séné
(1)
|
Senior Vice President, Worldwide Sales
|
(1)
|
Mr. Séné stepped down from his position of SVP, Worldwide Sales on November 1, 2016.
|
Elements of 2016 Compensation
|
Direct Compensation
|
Indirect Compensation
|
||
•
|
Base Salary
|
•
|
Other Employee Benefits
|
•
|
Short-Term Incentives
|
|
|
•
|
Long-Term Incentives
|
|
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
Base Salary
|
NEO
|
Base Salary Adjustment
|
Ronald S. Nersesian
|
Increased from $900,000 to $975,000
|
Neil Dougherty
|
Increased from $475,000 to $500,000
|
Jay Alexander
|
Increased from $390,000 to $450,000
|
Soon Chai Gooi
(1)
|
Increased from $352,900 to $392,812
|
Guy Séné
|
No change
|
(1)
|
Mr. Gooi is paid in Malaysian Ringgit, and was converted to US dollars using the exchange rate as of October 31, 2016.
|
Short-Term Incentives
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
•
|
Strengthen line of sight with stockholders
|
•
|
Drive leadership behavior to focus on the enterprise rather than at a division level
|
•
|
Create value through growth and cost efficiency priorities (Non-GAAP EPS)
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
2016 Strategic Objectives
|
Objective Measures
|
5G Wireless Orders Growth
|
Commercial communications represents one of our largest end markets, and 5G (fifth-generation) is a set of new technologies and applications that will drive the next wave of ecosystem investment and opportunity. Sales into leading-edge 5G applications are an important early indicator for our success in the evolving communications market. A target level for orders was set well beyond 100% growth from the fiscal year 2015 level, reflecting our intent to rapidly establish a strong and early position.
|
Modular Orders Growth
|
Modular products and solutions are an important part of our overall solution offering, augmenting traditional benchtop form factors and hand-held products. Our strategy is to offer solutions in the form factor best suited to each customer’s needs, and we intend to become the leader in modular solutions over time. As a measure, the order level for modular products helps bring attention and focus to this objective, with the target level set for growth significantly beyond the fiscal year 2015 level and multiple times greater than our overall rate of growth.
|
Services Core Revenue Growth
|
Services is a critical part of our strategy to transform from a hardware-centric products company to a software-centric solutions company, where our solutions increasingly include a services component. Our announced goal is to grow our annual services revenue from $400M to $600M over the next five years. The target measure for this strategic objective ties directly to this goal, and as with the other growth initiatives, represents growth well beyond our overall rate of growth.
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
2016 Strategic Objectives
|
Objective Measures
|
Software Development Milestones
|
Software development milestones have been established to help us gauge progress on the development of new types of software that are required to accomplish our transformation to a software-centric solutions company. Program checkpoints are used to measure development progress to schedule on the most important of these new, multi-year software development efforts.
|
Inorganic Revenue Growth
|
Inorganic growth refers to the growth that is delivered by companies newly acquired by us. This objective measures the effectiveness of our acquisition process, where first year revenue is tracked according to specific goals established at the time of acquisition.
|
|
|
5G Wireless
Orders Growth |
|
Modular
Orders Growth |
|
Services
Core Revenue Growth |
|
Software
Development Milestones |
|
Inorganic
Revenue Growth |
|
Weight of
Total Short-Term Incentives |
Ronald S. Nersesian
|
|
20%
|
|
20%
|
|
20%
|
|
20%
|
|
20%
|
|
25%
|
Neil Dougherty
|
|
20%
|
|
20%
|
|
20%
|
|
20%
|
|
20%
|
|
25%
|
Jay Alexander
|
|
N/A
|
|
N/A
|
|
N/A
|
|
100%
|
|
N/A
|
|
50%
|
Soon Chai Gooi
|
|
20%
|
|
20%
|
|
20%
|
|
20%
|
|
20%
|
|
25%
|
Guy Séné
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
100%
|
|
25%
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
First Half
|
|
Annual
Salary/2 |
|
Individual
Target Bonus (% varies by Individual) |
|
Financial Target
Bonus (50%-75%) |
|
Attainment %
(Based on actual performance) |
Financial
|
|
|
|
|
||||
Objectives
|
|
|
|
|
||||
|
|
×
|
×
|
×
|
||||
Second Half
|
|
|
|
|
||||
Financial
|
|
|
|
|
||||
Objectives
|
|
|
|
|
|
|
|
|
Individual
Target Bonus (% varies by individual) |
|
|
|
|
Fiscal Year
Strategic Objective |
|
Annual
Salary |
|
|
Strategic Target
Bonus (25%-50%) |
|
Attainment %
(Based on actual performance) |
|
|
×
|
×
|
×
|
|||||
|
|
|
|
|||||
|
|
|
|
|
|
|
|
Strategic Objective
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
2016 Results
|
|
Achievement%
|
5G Wireless Orders Growth
|
|
$38.8 million
|
|
$40.4 million
|
|
—
(2)
|
|
$66.2 million
|
|
200%
(3)
|
Modular Orders Growth
|
|
$169.9 million
|
|
$177.5 million
|
|
—
(2)
|
|
$172 million
|
|
69%
|
Services Core Revenue Growth
|
|
$394.3 million
|
|
$409.5 million
|
|
$424.7 million
|
|
$396.9 million
|
|
58.8%
|
Software Milestones
(2)
|
|
Achieve 2 out of 6 milestones on schedule
|
|
Achieve 4 out of 6 milestones on schedule
|
|
Achieve 6 out of 6 milestones on schedule
|
|
Achieved 6 out of 6 milestones on schedule
|
|
200%
(1)
|
|
|
|
|
|
|
|
||||
Inorganic Revenue Growth
|
|
$177 million
|
|
$197 million
|
|
$217 million
|
|
$162.5 million
|
|
0%
(4)
|
(1)
|
The amounts described for each growth measure represent total amounts rather than year over year amounts.
|
(2)
|
We believe disclosing the maximum of each of our orders growth objectives and providing more detailed information regarding our software milestones would result in competitive harm because none of this information is publicly available and it is highly confidential, and disclosure of this information would inform our competitors of our strategic objectives, without the Company having equivalent information relating to our competitors. In addition, we do not believe disclosure of this information is material to investors given the other information that we disclose regarding these objectives.
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
(3)
|
Achievement percentages for award payouts are capped at 200%.
|
(4)
|
Did not meet threshold level therefore the achievement level and award payout was 0%.
|
|
Financial
Objective Weight |
|
Strategic
Objective Weight |
Ronald S. Nersesian
|
75%
|
|
25%
|
Neil Dougherty
|
75%
|
|
25%
|
Jay Alexander
|
50%
|
|
50%
|
Soon Chai Gooi
|
75%
|
|
25%
|
Guy Séné
|
75%
|
|
25%
|
Name
|
First Half
Financial Target Award |
Second Half
Financial Target Award |
Strategic
Target Award |
Total Target
Short-Term Cash Incentives |
Ronald S. Nersesian
|
50.6%
|
50.6%
|
33.8%
|
135.0%
|
Neil Dougherty
|
30.0%
|
30.0%
|
20.0%
|
80.0%
|
Jay Alexander
|
18.8%
|
18.8%
|
37.4%
|
75.0%
|
Soon Chai Gooi
|
30.0%
|
30.0%
|
20.0%
|
80.0%
|
Guy Séné
|
30.0%
|
30.0%
|
20.0%
|
80.0%
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
First Half Financial
|
|
Second Half Financial
|
|
Annual Strategic
|
|
|
|
|
|
||||||||||||||||||||
|
|
Target
Incentive ($) |
|
Actual
Award ($) |
|
Actual
Award (%) |
|
Target
Incentive ($) |
|
Actual
Award ($) |
|
Actual
Award (%) |
|
Target
Incentive ($) |
|
Actual
Award ($) |
|
Actual
Award (%) |
|
Total Actual
Short-Term Cash Incentives |
|
||||||||||
Name
|
|
|
|
|
|
|
|
|
|
($)
|
|
(%)*
|
|
||||||||||||||||||
Ronald S. Nersesian
|
|
$
|
493,594
|
|
$
|
439,298
|
|
89%
|
|
$
|
493,594
|
|
$
|
463,978
|
|
94%
|
|
$
|
329,063
|
|
$
|
344,068
|
|
105%
|
|
$
|
1,247,344
|
|
95
|
%
|
|
Neil Dougherty
|
|
$
|
150,000
|
|
$
|
133,500
|
|
89%
|
|
$
|
150,000
|
|
$
|
141,000
|
|
94%
|
|
$
|
100,000
|
|
$
|
104,560
|
|
105%
|
|
$
|
379,060
|
|
95
|
%
|
|
Jay Alexander
|
|
$
|
84,375
|
|
$
|
75,094
|
|
89%
|
|
$
|
84,375
|
|
$
|
79,313
|
|
94%
|
|
$
|
168,750
|
|
$
|
337,500
|
|
200%
|
|
$
|
491,907
|
|
146
|
%
|
|
Soon Chai Gooi**
|
|
$
|
127,295
|
|
$
|
113,293
|
|
89%
|
|
$
|
117,816
|
|
$
|
110,747
|
|
94%
|
|
$
|
78,544
|
|
$
|
82,125
|
|
105%
|
|
$
|
306,165
|
|
97
|
%
|
|
Guy Séné
|
|
$
|
165,000
|
|
$
|
151,800
|
|
92%
|
|
$
|
165,000
|
|
$
|
161,700
|
|
98%
|
|
$
|
110,000
|
|
$
|
0
|
|
0%
|
|
$
|
313,500
|
|
71
|
%
|
|
*
|
Reflected as a percentage of target award.
|
**
|
Mr. Gooi is normally paid in Malaysian Ringgit. His payout for the first half of fiscal year 2016 was converted to US dollars based on the currency exchange rate as of April 30, 2016. His payout for the second half of fiscal year 2016 was converted to US dollars based on the currency exchange rate as of October 31, 2016.
|
•
|
PSUs support the objectives of linking realized value to the achievement of critical performance objectives and stockholder alignment. Shares of our common stock earned under our LTP Program are based on long-term returns to stockholders as measured by relative TSR against our long-term incentives peer group.
|
•
|
RSUs are used to keep our executive officers focused on the absolute performance of the Company’s stock price. We believe RSUs encourage behavior and initiatives that support sustained long-term stock price increase, which benefits all stockholders. In addition, RSUs are becoming more prevalent in our peer group as have they have greater retentive value.
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
•
|
To determine the number of PSUs, we divided the target award amount by the product of the 20-trading day average stock price multiplied by a Monte-Carlo valuation.
|
•
|
The remaining value of the long-term awards were in the form of RSUs calculated by using a 20-day trailing average closing price of our common stock prior to the date of grant.
|
Name
|
Performance
Stock Units (#) |
Restricted
Stock Units (#) |
Total Target
Value of Long-Term Incentive Awards ($) |
||
Ronald S. Nersesian
|
71,530
|
61,996
|
$
|
4,486,607
|
|
Neil Dougherty
|
15,736
|
13,639
|
$
|
987,028
|
|
Jay Alexander
|
11,616
|
10,068
|
$
|
728,603
|
|
Soon Chai Gooi
|
18,597
|
16,119
|
$
|
1,166,490
|
|
Guy Séné
|
14,449
|
12,523
|
$
|
906,287
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
Payout as a
% of Target |
||
Below 25th Percentile Rank (threshold)
|
0
|
%
|
|
25th Percentile Rank
|
25
|
%
|
|
50th Percentile Rank (target)
|
100
|
%
|
|
75th Percentile Rank and Above
|
200
|
%
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
Level
|
Investment Level =
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
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
•
|
The Retirement Plan is a U.S. tax qualified defined benefit plan. The Retirement Plan was closed to new entrants on August 1, 2015.
|
•
|
The Supplemental Benefit Retirement Plan is an unfunded, non-qualified plan that pays amounts upon retirement that would be due under the regular Retirement Plan benefit formula, but are limited under the tax-qualified Retirement Plan by the Code.
|
•
|
The Deferred Profit-Sharing Plan provides certain amounts to our NEOs and other employees who provided services to Agilent prior to August 1, 2014 and to Agilent’s predecessor company, Hewlett Packard Company, prior to November 1, 1993. It is a closed and frozen, defined contribution plan. The Deferred Profit-Sharing Plan is used as a floor offset for the Retirement Plan for service prior to November 1, 1993. There have been no contributions into the plan since October 31, 1993.
|
•
|
The 401(k) Plan is a U.S. defined contribution plan. The 401(k) Plan provides eligible employees with an opportunity to defer eligible covered compensation under section 401(k) of the Internal Revenue Code. The Company provides a matching contribution up to 5% of deferred compensation for legacy participants and up to 8% of deferred compensation for participants hired on or after August 1, 2015. The 401(k) Plan also permits a discretionary employer contribution up to 2% of covered compensation for participants hired on or after August 1, 2015.
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
EXECUTIVE COMPENSATION
|
Fiscal Year 2016 Summary Compensation Table
|
|
|||||||||||||||||||||||||||||||
Name and
Principal Position |
|
Year
|
|
Salary
|
|
Bonus
(1) |
|
Stock
Awards (2)(3)(5) |
|
Option
Awards (2)(4)(5) |
|
Non-Equity
Incentive Plan Compensation (6) |
|
Change in
Pension Value and Non-qualified Deferred Compensation Earnings (7) |
|
All Other
Compensation (8) |
|
Total
|
|
|||||||||||||
Ronald S. Nersesian
President and Chief Executive Officer
|
|
2016
|
|
$
|
968,750
|
|
|
|
$0
|
|
$
|
6,027,107
|
|
$
|
0
|
|
$
|
1,247,344
|
|
|
$
|
206,037
|
|
|
$
|
33,373
|
|
|
$
|
8,482,612
|
|
|
|
2015
|
|
$
|
891,667
|
|
|
|
$0
|
|
$
|
8,718,704
|
|
$
|
2,609,233
|
|
$
|
1,248,750
|
|
|
$
|
160,539
|
|
|
$
|
33,784
|
|
|
$
|
13,662,678
|
|
||
|
2014
|
|
$
|
795,833
|
|
|
|
$0
|
|
$
|
2,109,864
|
|
$
|
2,257,639
|
|
$
|
917,151
|
|
|
$
|
162,202
|
|
|
$
|
30,998
|
|
|
$
|
6,273,686
|
|
||
Neil Dougherty
Senior Vice President and Chief Financial Officer
|
|
2016
|
|
$
|
497,917
|
|
|
|
$0
|
|
$
|
1,106,988
|
|
$
|
0
|
|
$
|
379,060
|
|
|
$
|
90,620
|
|
|
$
|
32,705
|
|
|
$
|
2,107,290
|
|
|
|
2015
|
|
$
|
468,750
|
|
|
|
$0
|
|
$
|
1,927,705
|
|
$
|
469,398
|
|
$
|
421,800
|
|
|
$
|
57,905
|
|
|
$
|
43,898
|
|
|
$
|
3,389,456
|
|
||
|
2014
|
|
$
|
387,083
|
|
|
|
$0
|
|
$
|
276,244
|
|
$
|
295,634
|
|
$
|
340,368
|
|
|
$
|
61,649
|
|
|
$
|
270,208
|
|
|
$
|
1,631,187
|
|
||
Jay Alexander
Senior Vice President and Chief Technology Officer
|
|
2016
|
|
$
|
445,000
|
|
|
|
$0
|
|
$
|
848,563
|
|
$
|
0
|
|
$
|
491,907
|
|
|
$
|
106,030
|
|
|
$
|
12,901
|
|
|
$
|
1,904,401
|
|
|
|
2015
|
|
$
|
384,583
|
|
|
|
$0
|
|
$
|
686,228
|
|
$
|
304,190
|
|
$
|
259,740
|
|
|
$
|
70,146
|
|
|
$
|
26,822
|
|
|
$
|
1,731,709
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Soon Chai Gooi
(9)
Senior Vice President,
President-Electronic Industrial Solutions Group
|
|
2016
|
|
$
|
389,742
|
|
|
|
$0
|
|
$
|
1,346,430
|
|
$
|
0
|
|
$
|
306,165
|
|
|
$
|
0
|
|
|
$
|
517,256
|
|
|
$
|
2,559,594
|
|
|
|
2015
|
|
$
|
318,923
|
|
|
|
$0
|
|
$
|
1,494,430
|
|
$
|
477,264
|
|
$
|
338,167
|
|
|
$
|
0
|
|
|
$
|
365,856
|
|
|
$
|
2,994,640
|
|
||
|
2014
|
|
$
|
447,623
|
|
|
|
$0
|
|
$
|
351,635
|
|
$
|
376,267
|
|
$
|
415,511
|
|
|
$
|
0
|
|
|
$
|
118,824
|
|
|
$
|
1,709,861
|
|
||
Guy Séné
(10)
Senior Vice President,
Woldwide Sales
|
|
2016
|
|
$
|
550,000
|
|
|
|
$0
|
|
$
|
1,086,227
|
|
$
|
0
|
|
$
|
313,500
|
|
|
$
|
115,505
|
|
|
$
|
28,979
|
|
|
$
|
2,094,211
|
|
|
|
2015
|
|
$
|
550,000
|
|
|
|
$0
|
|
$
|
3,438,730
|
|
$
|
812,924
|
|
$
|
488,400
|
|
|
$
|
101,130
|
|
|
$
|
27,955
|
|
|
$
|
5,419,139
|
|
||
|
2014
|
|
$
|
550,000
|
|
|
|
$0
|
|
$
|
778,610
|
|
$
|
833,166
|
|
$
|
403,547
|
|
|
$
|
117,143
|
|
|
$
|
36,628
|
|
|
$
|
2,719,094
|
|
(1)
|
None of our NEOs received any service awards or cash bonuses for fiscal year 2016.
|
(2)
|
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”). The assumptions used in calculating the expense are provided in additional detail in the tables below.
|
(3)
|
Amounts consist of expenses relating to performance share awards that are outstanding for each of our NEOs under the LTP Program. Also the amounts consist of expenses related to restricted stock units granted in fiscal year 2016 as well as discretionary awards granted by the Compensation Committee.
|
(4)
|
Amounts consist of expenses relating to option awards granted under the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (“Stock Plan”) granted at an exercise price equal to the closing price of Keysight or Agilent common stock on the date of grant.
|
(5)
|
The expenses disclosed in these columns include expenses for stock awards and options awarded in accordance with the Stock Plan, as shown in the table below.
|
(6)
|
Amounts consist of incentive awards earned by our NEOs during fiscal year 2016 under the Performance-Based Compensation Plan for covered employees.
|
(7)
|
Amounts represent the change in pension value for the Retirement Plan and Supplemental Benefit Retirement Plan. The amount for fiscal year 2014 and 2015 previously disclosed were overstated due to an inadvertent calculation error and current disclosure reflect the corrected amounts.
|
(8)
|
Amounts reflect (i) employer contributions of $10,600 to Mr. Nersesian, Mr. Dougherty, Mr. Alexander, and Mr. Séné’s accounts with Keysight Technologies, Inc. 401(k) Plan in fiscal year 2016, as well as $99,962 to Mr. Gooi for the Malaysia defined contribution plan, (ii) $20,979 for Mr. Nersesian, $16,860 for Mr. Dougherty and $17,001 for Mr. Séné for services incurred from The Ayco Company, LP, financial counseling provider, (iii) travel expenses of $894 for Mr. Nersesian, $4,345 for Mr. Dougherty, $1,651 for Mr. Alexander, and $478 for Mr. Séné for use of Keysight drivers and vehicles for personal travel, as well as $29,305 for Mr. Gooi as an annual car and gasoline allowance, (iv) relocation services of $387,762 to Mr. Gooi for his main office relocation from Malaysia to Singapore, (v) Club Membership fees of $227 for Mr. Gooi, and (vii) $900 for Mr. Nersesian, Mr. Dougherty, and Mr. Séné, as well as $650 for Mr. Alexander for employer contribution to a health savings account.
|
(9)
|
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 to U.S. Dollars, we used exchange rate as of the last business day of the applicable fiscal year (for fiscal year 2016 amounts, an exchange rate of 4.2020002410 Malaysian Ringgits per U.S. Dollar).
|
(10)
|
Mr. Séné stepped down from his position of SVP, Worldwide Sales on November 1, 2016.
|
|
EXECUTIVE COMPENSATION
|
Long-Term Incentive Awards
|
||||||||||||||||||||||||||
|
|
Total FY16 Expense
|
|
Total FY15 Expense
|
|
Total FY14 Expense
|
|
|||||||||||||||||||
Name
|
|
Stock
Awards |
|
Option
Awards |
|
Restricted
Stock Unit Awards |
|
Stock
Awards |
|
Option
Awards |
|
Restricted
Stock Unit Awards |
|
Stock
Awards |
|
Option
Awards |
|
Restricted
Stock Unit Awards |
|
|||||||
Ronald S. Nersesian
|
|
$
|
2,576,288
|
|
$0
|
|
$
|
3,450,597
|
|
$
|
2,545,536
|
|
$
|
2,609,247
|
|
$
|
6,173,168
|
|
$0
|
|
$
|
2,257,639
|
|
$
|
2,109,864
|
|
Neil Dougherty
|
|
$
|
566,762
|
|
$0
|
|
$
|
540,178
|
|
$
|
457,908
|
|
$
|
469,401
|
|
$
|
1,469,796
|
|
$0
|
|
$
|
295,634
|
|
$
|
276,244
|
|
Jay Alexander
|
|
$
|
418,372
|
|
$0
|
|
$
|
430,155
|
|
$
|
296,755
|
|
$
|
304,191
|
|
$
|
389,473
|
|
$0
|
|
$
|
153,698
|
|
$
|
144,348
|
|
Soon Chai Gooi
|
|
$
|
669,806
|
|
$0
|
|
$
|
676,566
|
|
$
|
465,594
|
|
$
|
477,266
|
|
$
|
1,028,836
|
|
$0
|
|
$
|
376,267
|
|
$
|
351,635
|
|
Guy Séné
|
|
$
|
520,408
|
|
$0
|
|
$
|
565,774
|
|
$
|
793,091
|
|
$
|
812,928
|
|
$
|
2,645,639
|
|
$0
|
|
$
|
833,166
|
|
$
|
778,610
|
|
|
|
Years Ended October 31,
|
||||
|
|
2016
|
|
2015
|
|
2014
|
Stock Option Plans:
|
|
|
|
|
|
|
Weighted average risk-free interest rate
|
|
—
|
|
1.60%
|
|
1.69%
|
Dividend yield
|
|
—
|
|
—
|
|
1%
|
Weighted average volatility
|
|
—
|
|
31%
|
|
39%
|
Expected life
|
|
—
|
|
4.9 yrs
|
|
5.8 yrs
|
LTPP:
|
|
|
|
|
|
|
Volatility of Keysight shares
|
|
25%
|
|
26%
|
|
—
|
Volatility of selected peer-company shares
|
|
14%-54%
|
|
17%-67%
|
|
—
|
Price-wise correlation with selected peers
|
|
38%
|
|
38%
|
|
—
|
|
EXECUTIVE COMPENSATION
|
*
|
Short-term equity award grant in the form of RSUs with a one-year cliff vesting for fiscal year 2016.
|
(1)
|
Reflects the value of the potential cash payout targets established for fiscal year 2016 pursuant to the Keysight’s Performance-Based Compensation Plan. Actual payout amounts under this plan are disclosed in the “Summary Compensation Table.”
|
(2)
|
Reflects the value of potential payout of the target number of performance shares granted in fiscal year 2016 for the FY15 through FY17 performance period under Keysight’s LTP Program. Actual payout of these awards, if any, will be in the form of Keysight common stock determined by the Compensation Committee after the end of the performance period depending on whether the performance criteria set forth in Keysight’s LTP Program were met. Please see section “Long-Term Incentives” for greater detail.
|
|
EXECUTIVE COMPENSATION
|
Outstanding Equity Awards at Fiscal Year 2016 Year End
|
||||||||||||||||||||||||||||||||
|
|
|
|
Option Awards
(1)
|
|
Restricted Stock
Units Awards |
|
Performance Stock
Units Awards |
|
|||||||||||||||||||||||
|
|
|
|
Number of Securities
Underlying Unexercised Options (#) |
|
|
|
|
|
|
|
|
|
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
(2)
|
|
Market Value of Shares or Units That Have not Vested
($)
|
|
Number of Unearned Shares That Have Not Vested
(#)
(3)
|
|
Market Value of Shares That Have Not Vested
($)
|
|
|||||||||
|
|
|
|
|
Option
Exercise Price ($) |
|
Option
Vesting Date |
|
Option
Expiration Date |
|
|
|
|
|
||||||||||||||||||
|
|
Grant
Date |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Name
|
|
|
Exercisable
|
|
Unexercisable
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Ronald S.
|
|
11/17/2010
|
*
|
40,862
|
|
|
0
|
|
|
$19.62
|
|
|
|
11/17/2011
|
|
|
11/16/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Nersesian
|
|
11/17/2011
|
*
|
101,135
|
|
|
0
|
|
|
$20.74
|
|
|
|
11/16/2012
|
|
|
11/16/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/21/2012
|
*
|
125,636
|
|
|
62,818
|
|
|
$19.97
|
|
|
|
11/21/2013
|
|
|
11/21/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/20/2013
|
*
|
108,244
|
|
|
108,245
|
|
|
$29.83
|
|
|
|
11/20/2014
|
|
|
11/20/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/18/2014
|
|
70,909
|
|
|
212,728
|
|
|
$31.00
|
|
|
|
11/18/2015
|
|
|
11/17/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/20/2013
|
*
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
35,930
|
|
$1,178,511
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/5/2014
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
133,159
|
|
$4,367,615
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/17/2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
109,364
|
|
$3,587,139
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/18/2014
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,262
|
|
$
|
2,074,994
|
|
|
|
|
11/17/2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,530
|
|
$
|
2,346,184
|
|
|
Total
|
|
|
|
446,786
|
|
|
383,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
278,453
|
|
|
9,133,265
|
|
|
134,792
|
|
|
4,421,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neil
|
|
11/21/2012
|
*
|
12,384
|
|
|
4,128
|
|
|
$19.97
|
|
|
|
11/21/2013
|
|
|
11/21/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Dougherty
|
|
11/20/2013
|
*
|
14,172
|
|
|
14,176
|
|
|
$29.83
|
|
|
|
11/20/2014
|
|
|
11/20/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/18/2014
|
|
12,756
|
|
|
38,270
|
|
|
$31.00
|
|
|
|
11/18/2015
|
|
|
11/17/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/20/2013
|
*
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
4,818
|
|
$158,014
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/5/2014
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
40,666
|
|
$1,333,845
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/17/2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
13,639
|
|
$447,359
|
|
|
—
|
|
|
—
|
|
|
|
|
|
12/1/2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
$131,200
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/18/2014
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,380
|
|
$373,264
|
|
||
|
|
11/17/2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,736
|
|
$516,141
|
|
||
Total
|
|
|
|
39,312
|
|
|
56,574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,123
|
|
|
2,070,418
|
|
|
27,116
|
|
|
889,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay
|
|
11/17/2010
|
|
3,573
|
|
|
0
|
|
|
$19.62
|
|
|
|
11/17/2011
|
|
|
11/16/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Alexander
|
|
11/17/2011
|
|
8,090
|
|
|
0
|
|
|
$20.74
|
|
|
|
11/16/2012
|
|
|
11/16/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/21/2012
|
|
8,614
|
|
|
4,308
|
|
|
$19.97
|
|
|
|
11/21/2013
|
|
|
11/21/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/20/2013
|
|
6,184
|
|
|
6,185
|
|
|
$30
|
|
|
|
11/20/2014
|
|
|
11/20/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/18/2014
|
|
8,266
|
|
|
24,801
|
|
|
$31
|
|
|
|
11/18/2015
|
|
|
11/17/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
5/20/2014
|
|
1,170
|
|
|
1,172
|
|
|
$30
|
|
|
|
5/20/2015
|
|
|
5/19/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/20/2013
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,102
|
|
$68,960
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/5/2014
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
9,712
|
|
$318,554
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/17/2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
10,068
|
|
$330,230
|
|
|
—
|
|
|
—
|
|
|
|
|
|
12/1/2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
$131,200
|
|
|
—
|
|
|
—
|
|
|
|
|
|
5/20/2014
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
409
|
|
$13,429
|
|
|
—
|
|
|
—
|
|
|
|
|
|
11/18/2014
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,375
|
|
$241,900
|
|
||
|
|
11/17/2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,616
|
|
$381,005
|
|
||
Total
|
|
|
|
35,897
|
|
|
36,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,292
|
|
|
862,373
|
|
|
18,991
|
|
|
622,905
|
|
|
|
EXECUTIVE COMPENSATION
|
Outstanding Equity Awards at Fiscal Year 2016 Year End
|
||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
Option Awards
(1)
|
|
Restricted Stock
Units Awards |
|
Performance Stock
Units Awards |
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of Shares or Units of Stock That Have Not Vested (#) (2) |
|
Market
Value of Shares or Units That Have Not Vested ($) |
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Unearned Shares That Have Not Vested (#) (3) |
|
Market
Value of Shares That Have Not Vested ($) |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
Number of Securities
Underlying Unexercised Options (#) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
Option
Exercise Price ($) |
|
Option
Vesting Date |
|
Option
Expiration Date |
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
Grant
Date |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Name
|
|
|
Exercisable
|
|
Unexercisable
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Soon Chai
|
|
11/18/2008
|
*
|
65,986
|
|
|
|
0
|
|
|
|
$
|
10.59
|
|
|
|
|
11/18/2009
|
|
|
11/18/2018
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Gooi
|
|
11/18/2009
|
*
|
23,594
|
|
|
|
0
|
|
|
|
$
|
16.42
|
|
|
|
|
11/18/2010
|
|
|
11/18/2019
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/17/2010
|
*
|
7,784
|
|
|
|
0
|
|
|
|
$
|
19.62
|
|
|
|
|
11/17/2011
|
|
|
11/16/2020
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/17/2011
|
*
|
15,169
|
|
|
|
0
|
|
|
|
$
|
20.74
|
|
|
|
|
11/16/2012
|
|
|
11/16/2021
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/21/2012
|
*
|
21,536
|
|
|
|
10,770
|
|
|
|
$
|
19.97
|
|
|
|
|
11/21/2013
|
|
|
11/21/2022
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/20/2013
|
*
|
18,038
|
|
|
|
18,042
|
|
|
|
$
|
29.83
|
|
|
|
|
11/20/2014
|
|
|
11/20/2023
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/18/2014
|
|
12,970
|
|
|
|
38,911
|
|
|
|
$
|
31.00
|
|
|
|
|
11/18/2015
|
|
|
11/17/2024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/21/2012
|
*
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
44,870
|
|
|
$
|
1,471,740
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/20/2013
|
*
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
6,133
|
|
|
$
|
201,159
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/5/2014
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
22,841
|
|
|
$
|
749,185
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/17/2015
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
16,119
|
|
|
$
|
528,703
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
12/1/2015
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
6,000
|
|
|
$
|
196,800
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/18/2014
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11,571
|
|
|
$
|
379,529
|
|
|
|||
|
|
11/17/2015
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,597
|
|
|
$
|
609,982
|
|
|
|||
Total
|
|
|
|
165,077
|
|
|
|
67,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,963
|
|
|
|
3,147,587
|
|
|
|
30,168
|
|
|
|
989,510
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Guy Séné
|
|
11/17/2010
|
*
|
7,491
|
|
|
|
0
|
|
|
|
$
|
19.62
|
|
|
|
|
11/17/2011
|
|
|
11/16/2020
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/17/2011
|
*
|
47,196
|
|
|
|
0
|
|
|
|
$
|
20.74
|
|
|
|
|
11/16/2012
|
|
|
11/16/2021
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/21/2012
|
*
|
52,048
|
|
|
|
26,026
|
|
|
|
$
|
19.97
|
|
|
|
|
11/21/2013
|
|
|
11/21/2022
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/20/2013
|
*
|
39,946
|
|
|
|
39,947
|
|
|
|
$
|
29.83
|
|
|
|
|
11/20/2014
|
|
|
11/20/2023
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/18/2014
|
|
22,092
|
|
|
|
66,277
|
|
|
|
$
|
31.00
|
|
|
|
|
11/18/2015
|
|
|
11/17/2024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/20/2013
|
*
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
13,258
|
|
|
$
|
434,877
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/5/2014
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
57,068
|
|
|
$
|
1,871,830
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/17/2015
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
12,228
|
|
|
$
|
401,078
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
12/1/2015
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
5,859
|
|
|
$
|
192,175
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
11/18/2014
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,710
|
|
|
$
|
646,488
|
|
|
|||
|
|
11/17/2015
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
14,449
|
|
|
$
|
473,927
|
|
|
|||
Total
|
|
|
|
168,773
|
|
|
|
132,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,413
|
|
|
|
2,899,961
|
|
|
|
34,159
|
|
|
|
1,120,415
|
|
|
*
|
These grants are displayed in Keysight shares as converted from Agilent shares based on the volume-weighted average price of Keysight shares over the first two trading sessions immediately after separation from Agilent.
|
(1)
|
Amounts reflect unvested restricted stock unit awards as of October 31, 2016. The awards granted on 11/5/2014 vest over 3-year vesting schedule; Mr. Gooi’s 2012 stock award has a special four-year cliff vesting schedule; therefore, the award becomes 100% vested in 2016; all other awards, unless specifically noted below, vest at the rate of 25% per year from the grant date.
|
(2)
|
Amounts reflect multiple unvested performance share awards that are outstanding simultaneously as of the end of fiscal year 2016 for each NEO under the LTP Program. The payout, if any, of the performance share awards granted on November 18, 2014 are determined in November 2017 and November 17, 2015 grants will be determined in November 2018.
|
|
EXECUTIVE COMPENSATION
|
Options Exercises and Stock Vested in Fiscal Year 2016
|
|||||||||||||||||
|
|
Option Awards
|
|
Restricted Stock &
Restricted Stock Units |
|
Performance Stock Units
|
|
||||||||||
Name
|
|
Number
of Shares Acquired on Exercise |
|
Value
Realized on Exercise |
|
Number
of Awards Acquired Upon Vesting |
|
Value
Realized on Vesting |
|
Number
of Awards Acquired Upon Vesting |
|
Value
Realized on Vesting |
|
||||
Ronald S. Nersesian
|
|
0
|
|
|
$
|
0
|
|
87,175
|
|
|
$
|
2,751,889
|
|
0
|
|
$0
|
|
Neil Dougherty
|
|
11,307
|
|
|
$
|
296,470
|
|
10,939
|
|
|
$
|
345,128
|
|
0
|
|
$0
|
|
Jay Alexander
|
|
0
|
|
|
$
|
0
|
|
4,450
|
|
|
$
|
140,178
|
|
0
|
|
$0
|
|
Soon Chai Gooi
|
|
0
|
|
|
$
|
0
|
|
14,315
|
|
|
$
|
453,360
|
|
0
|
|
$0
|
|
Guy Séné
|
|
0
|
|
|
$
|
0
|
|
35,597
|
|
|
$
|
1,128,343
|
|
0
|
|
$0
|
|
Pension Benefits
|
||||||||||||||||||||||||||||
|
|
|
|
Keysight Technologies, Inc.
Retirement Supplemental |
|
|
|
|
|
|
|
|||||||||||||||||
Name
|
|
Eligible
for Full Retirement Benefits (1) |
|
Deferred
Profit- Sharing Plan ($) |
|
Retirement
Plan ($) |
|
Benefit
Plan ($) |
|
Number of
Years of Credited Service (#) |
|
Payments
During Last Fiscal Year ($) |
|
Present
Value of Accumulated Benefit ($) |
|
|||||||||||||
Ronald S. Nersesian
|
|
No
|
|
|
$
|
0
|
|
|
|
$
|
411,175
|
|
|
|
$
|
634,054
|
|
|
14.1
|
|
$0
|
|
|
$
|
1,045,228
|
|
|
|
Neil Dougherty
|
|
No
|
|
|
$
|
0
|
|
|
|
$
|
336,150
|
|
|
|
$
|
59,251
|
|
|
20.3
|
|
$0
|
|
|
$
|
395,401
|
|
|
|
Jay Alexander
|
|
No
|
|
|
$
|
73,283
|
|
|
|
$
|
541,794
|
|
|
|
$
|
54,423
|
|
|
30
|
|
$0
|
|
|
$
|
669,501
|
|
|
|
Soon Chai Gooi*
|
|
No
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
0
|
|
$0
|
|
|
$
|
0
|
|
|
|
Guy Séné
|
|
No
|
|
|
$
|
0
|
|
|
|
$
|
283,577
|
|
|
|
$
|
267,459
|
|
|
7
|
|
$0
|
|
|
$
|
551,036
|
|
|
*
|
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.
|
(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.
|
|
EXECUTIVE COMPENSATION
|
|
EXECUTIVE COMPENSATION
|
•
|
Accruals prior to January 1, 2005 are paid in a single lump sum in the January following the fiscal year in which the participant takes his qualified Retirement Plan benefit.
|
•
|
Accruals after December 31, 2004 are paid based on the date participants retire or terminate: in January immediately following 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 at least $150,000); or in a single lump sum (if the lump sum value is less than $150,000).
|
•
|
Up to 100% of annual base pay earnings in excess of the IRS qualified plan limit of $265,000 for 2016;
|
•
|
Up to 95% of bonus earnings, discretionary and cash compensation paid under the Performance-Based Compensation Plan; and
|
•
|
Up to 95% of performance based compensation paid out in accordance with the terms of Keysight’s LTP Program. Awards under this program are paid out in the form of shares of our common stock.
|
|
EXECUTIVE COMPENSATION
|
•
|
A single lump sum payment; or
|
•
|
Annual installments over a five-to-15-year period.
|
Non-Qualified Deferred Compensation
|
||||||||||||||||
Name
|
|
Executive
Contributions in Last Fiscal Year ($) (1) |
|
Registrant
Contributions in Last Fiscal Year ($) |
|
Aggregate
Earnings in Last Fiscal Year ($) (2) |
|
Aggregate
Withdrawals/ Distributions ($) |
|
Aggregate Balance
at Fiscal Year-End ($) |
||||||
Ronald S. Nersesian
|
|
$0
|
|
$0
|
|
|
-9,927
|
$
|
|
|
$0
|
|
|
$5,089,486
|
|
|
Neil Dougherty
|
|
$0
|
|
$0
|
|
|
-644
|
$
|
|
|
$0
|
|
|
$75,405
|
|
|
Jay Alexander
|
|
$0
|
|
$0
|
|
|
$0
|
|
|
|
$0
|
|
|
$0
|
|
|
Soon Chai Gooi*
|
|
$0
|
|
$0
|
|
|
$0
|
|
|
|
$0
|
|
|
$0
|
|
|
Guy Séné
|
|
$0
|
|
$0
|
|
|
$0
|
|
|
|
$0
|
|
|
$0
|
|
|
*
|
Mr. Gooi does not live in the United States and is not eligible to participate in the Deferred Compensation Plan.
|
(1)
|
The salary contribution portion of the amounts reflected above is included in the amount reported as salary in the “Summary Compensation Table.” Detailed in the table above, are the deferred amounts for the following: salary contribution amounts for fiscal year 2016 and the value of compensation earned as part of Keysight’s short-term cash incentives for fiscal year 2016.
|
(2)
|
The amounts reflected are not included in the “Summary Compensation Table.” These amounts consist of dividends, interest and change in market value attributed to each executive officer’s entire account balance during fiscal year 2016, which balance may include deferred compensation from previous periods. The amounts do not include the deferred compensation themselves.
|
|
EXECUTIVE COMPENSATION
|
|
EXECUTIVE COMPENSATION
|
|
EXECUTIVE COMPENSATION
|
|
EXECUTIVE COMPENSATION
|
|
EXECUTIVE COMPENSATION
|
•
|
a change of control of Keysight occurs and the NEO experiences a qualifying termination under his Change of Control Severance Agreement;
|
•
|
a qualified termination under the Severance Plan;
|
•
|
a voluntary termination by the NEO or an involuntary termination of the NEO by Keysight with cause;
|
•
|
the termination of the NEO due to death or disability;
|
•
|
the retirement of the NEO;
|
•
|
a change of control of Keysight in which stock awards are not assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; or
|
•
|
a change of control of Keysight in which stock awards are assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor.
|
|
EXECUTIVE COMPENSATION
|
|
|
|
Involuntary
Termination or Resignation for Good Cause in Connection with a Change of Control ($) (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.
|
Cash Severance Payments
|
|
6,873,750
|
|
|
4,415,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Nersesian
|
Continuation of Benefits
(7)
|
|
80,000
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Award Acceleration
(8)
|
|
9,133,266
|
|
|
—
|
|
|
—
|
|
|
9,133,266
|
|
|
—
|
|
|
9,133,266
|
|
|
—
|
|
|
|
Stock Award Cont’d Vesting
(9)
|
|
—
|
|
|
9,133,266
|
|
|
—
|
|
|
—
|
|
|
9,133,266
|
|
|
—
|
|
|
—
|
|
|
|
Stock Option Acceleration
(10)
|
|
1,510,353
|
|
|
—
|
|
|
—
|
|
|
1,510,353
|
|
|
—
|
|
|
1,510,353
|
|
|
—
|
|
|
|
Stock Option Cont’d Vesting
(10)
|
|
—
|
|
|
1,510,353
|
|
|
—
|
|
|
—
|
|
|
1,510,353
|
|
|
—
|
|
|
—
|
|
|
|
Performance Awards
|
|
4,421,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,421,178
|
|
|
—
|
|
|
|
Pension Benefits
(11)
|
|
1,016,442
|
|
|
1,016,442
|
|
|
1,016,442
|
|
|
1,016,442
|
|
|
1,016,442
|
|
|
—
|
|
|
—
|
|
|
|
Total Termination Benefits:
|
|
23,034,988
|
|
|
16,115,835
|
|
|
1,016,442
|
|
|
11,660,060
|
|
|
11,660,060
|
|
|
15,064,796
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Neil
|
Cash Severance Payments
|
|
1,800,000
|
|
|
917,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Dougherty
|
Continuation of Benefits
(7)
|
|
80,000
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Award Acceleration
(8)
|
|
2,070,418
|
|
|
585,575
|
|
|
—
|
|
|
2,070,418
|
|
|
—
|
|
|
2,070,418
|
|
|
—
|
|
|
|
Stock Award Cont’d Vesting
(9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,070,418
|
|
|
—
|
|
|
—
|
|
|
|
Stock Option Acceleration
(10)
|
|
163,951
|
|
|
96,973
|
|
|
—
|
|
|
163,951
|
|
|
—
|
|
|
163,951
|
|
|
—
|
|
|
|
Stock Option Cont’d Vesting
(10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,951
|
|
|
—
|
|
|
—
|
|
|
|
Performance Awards
|
|
889,405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
889,405
|
|
|
—
|
|
|
|
Pension Benefits
(11)
|
|
351,300
|
|
|
351,300
|
|
|
351,300
|
|
|
351,300
|
|
|
351,300
|
|
|
—
|
|
|
—
|
|
|
|
Total Termination Benefits:
|
|
5,355,074
|
|
|
1,971,181
|
|
|
351,300
|
|
|
2,585,669
|
|
|
2,585,669
|
|
|
3,123,774
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Jay
|
Cash Severance Payments
|
|
1,575,000
|
|
|
753,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Alexander
|
Continuation of Benefits
(7)
|
|
80,000
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Award Acceleration
(8)
|
|
862,373
|
|
|
359,707
|
|
|
—
|
|
|
862,373
|
|
|
—
|
|
|
862,373
|
|
|
—
|
|
|
|
Stock Award Cont’d Vesting
(9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
862,373
|
|
|
—
|
|
|
—
|
|
|
|
Stock Option Acceleration
(10)
|
|
121,260
|
|
|
80,821
|
|
|
—
|
|
|
121,260
|
|
|
—
|
|
|
121,260
|
|
|
—
|
|
|
|
Stock Option Cont’d Vesting
(10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,260
|
|
|
—
|
|
|
—
|
|
|
|
Performance Awards
|
|
622,905
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
622,905
|
|
|
—
|
|
|
|
Pension Benefits
(11)
|
|
694,952
|
|
|
694,952
|
|
|
694,952
|
|
|
694,952
|
|
|
694,952
|
|
|
—
|
|
|
—
|
|
|
|
Total Termination Benefits:
|
|
3,956,489
|
|
|
1,909,230
|
|
|
694,952
|
|
|
1,678,584
|
|
|
1,678,584
|
|
|
1,606,538
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Soon Chai
|
Cash Severance Payments
(12)
|
|
1,414,123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Gooi
|
Continuation of Benefits
(7)
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Award Acceleration
(8)
|
|
3,147,587
|
|
|
—
|
|
|
—
|
|
|
3,147,587
|
|
|
—
|
|
|
3,147,587
|
|
|
—
|
|
|
|
Stock Award Cont’d Vesting
(9)
|
|
—
|
|
|
3,147,587
|
|
|
—
|
|
|
—
|
|
|
3,147,587
|
|
|
—
|
|
|
—
|
|
|
|
Stock Option Acceleration
(10)
|
|
261,804
|
|
|
—
|
|
|
—
|
|
|
261,804
|
|
|
—
|
|
|
261,804
|
|
|
—
|
|
|
|
Stock Option Cont’d Vesting
(10)
|
|
—
|
|
|
261,804
|
|
|
—
|
|
|
—
|
|
|
261,804
|
|
|
—
|
|
|
—
|
|
|
|
Performance Awards
|
|
989,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
989,510
|
|
|
—
|
|
|
|
Pension Benefits
(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total Termination Benefits:
|
|
5,893,025
|
|
|
3,409,391
|
|
|
—
|
|
|
3,409,391
|
|
|
3,409,391
|
|
|
4,398,901
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Guy Séné
|
Cash Severance Payments
|
|
1,980,000
|
|
|
940,133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Continuation of Benefits
(7)
|
|
80,000
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Award Acceleration
(8)
|
|
2,899,961
|
|
|
—
|
|
|
—
|
|
|
2,899,961
|
|
|
—
|
|
|
2,899,961
|
|
|
—
|
|
|
|
Stock Award Cont’d Vesting
(9)
|
|
—
|
|
|
2,899,961
|
|
|
—
|
|
|
—
|
|
|
2,899,961
|
|
|
—
|
|
|
—
|
|
|
|
Stock Option Acceleration
(10)
|
|
571,855
|
|
|
—
|
|
|
—
|
|
|
571,855
|
|
|
—
|
|
|
571,855
|
|
|
—
|
|
|
|
Stock Option Cont’d Vesting
(10)
|
|
—
|
|
|
571,855
|
|
|
—
|
|
|
—
|
|
|
571,855
|
|
|
—
|
|
|
—
|
|
|
|
Performance Awards
|
|
1,120,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,120,415
|
|
|
—
|
|
|
|
Pension Benefits
(11)
|
|
531,446
|
|
|
531,446
|
|
|
531,446
|
|
|
531,446
|
|
|
531,446
|
|
|
—
|
|
|
—
|
|
|
|
Total Termination Benefits:
|
|
7,183,678
|
|
|
4,963,396
|
|
|
531,446
|
|
|
4,003,262
|
|
|
4,003,262
|
|
|
4,592,231
|
|
|
—
|
|
|
(1)
|
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” 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 and stock awards that are
|
|
EXECUTIVE COMPENSATION
|
(2)
|
Under the Severance Plan, the vesting of stock options and stock awards which would have occurred during the 12-month period following termination of employment will accelerate. Any remaining unvested stock options and stock awards 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, we have assumed that Keysight’s TSR relative to its peers as of October 31, 2016 remains constant through each applicable vesting date, which results in a payout of $0.
|
(3)
|
Each NEO’s stock awards that are subject only to service-based vesting conditions provide that if an NEO dies or becomes disabled, his or her unvested stock options 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. For purposes of determining the amounts earned under each NEO’s performance awards, we have assumed that Keysight’s TSR relative to its peers as of October 31, 2016 remains constant through each applicable vesting date, which results in a payout of $0.
|
(4)
|
Each NEO’s stock awards that are subject only to service-based vesting provide that if an NEO retires from Keysight, all unvested stock options 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. As of October 31, 2016, Mr. Nersesian, Mr. Séné and Mr. Gooi were eligible for such continued vesting upon retirement. For purposes of determining the amounts earned under each NEO’s performance awards, we have assumed that Keysight’s TSR relative to its peers as of October 31, 2016 remains constant through each applicable vesting date, which results in a payout of $0.
|
(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, we have assumed payout at the target award.
|
(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 the closing price of Keysight common stock as of October 31, 2016, which was $32.80.
|
(9)
|
For purposes of determining the value of the time-based stock awards, we have assumed that the price of Keysight’s common stock as of October 31, 2016 remains constant through each applicable vesting date. The closing price of Keysight common stock as of October 31, 2016 was $32.80.
|
(10)
|
Calculated using the in-the-money value of unvested options as of October 31, 2016, the last business day of Keysight’s last completed fiscal year. The closing price of Keysight common stock as of October 31, 2016 was $32.80.
|
(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 in Last Fiscal Year” and “Pension Benefits” above.
|
(12)
|
The amounts for Mr. Gooi’s Cash Severance Payment 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 the last business day of fiscal year 2016, or 4.2020002410 Malaysian Ringgits per U.S. Dollar.
|
|
FREQUENTLY ASKED QUESTIONS
|
Q:
|
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
|
A:
|
In accordance with rules and regulations adopted by the Securities and Exchange Commission (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 2016 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. Instead, commencing on or about February 3, 2017, a Notice of Internet Availability of Proxy Materials (the “Notice”) was sent to most of our stockholders which will instruct you as to how to access and review the proxy materials on the Internet. The Notice also instructs you 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 these materials?
|
A:
|
Keysight is providing these proxy materials to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with Keysight’s 2017 Annual Meeting of stockholders, which will take place on March 16, 2017. Stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.
|
Q:
|
Who is soliciting my proxy?
|
A:
|
Keysight is soliciting proxies to be used at the Annual Meeting of stockholders on March 16, 2017, for the purposes set forth in the foregoing notice.
|
Q:
|
What is included in these materials?
|
A:
|
These materials include:
|
•
|
Proxy Statement for Keysight’s 2017 Annual Meeting; and
|
•
|
2016 Annual Report to Stockholders, which includes our audited consolidated financial statements.
|
Q:
|
What information is contained in these materials?
|
A:
|
The information included in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of directors and our most highly paid officers and certain other required information.
|
|
FREQUENTLY ASKED QUESTIONS
|
Q:
|
What proposals will be voted on at the Annual Meeting?
|
A:
|
There are three proposals scheduled to be voted on at the Annual Meeting:
|
•
|
the election of two 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 for fiscal year 2017; and
|
•
|
an advisory vote to approve the compensation of Keysight’s named executive officers for fiscal year 2016.
|
•
|
“FOR”
each of the nominees to the Board;
|
•
|
“FOR”
the ratification of the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm for fiscal year 2017; and
|
•
|
“FOR”
the approval of the compensation of Keysight’s named executive officers for fiscal year 2016.
|
Q:
|
What shares owned by me can be voted?
|
A:
|
All shares owned by you as of the close of business on January 17, 2017 (the “Record Date”) may be voted. You may cast one vote for each share of common stock that you held on the Record Date. These include shares that are: (1) held directly in your name as the stockholder of record, including shares received or purchased through the Keysight Technologies, Inc. 2014 Equity Plan and the Keysight Technologies, Inc. Employee Stock Purchase Plan, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee or held for your account by the Keysight Technologies, Inc. Deferred Compensation Plans. On the Record Date, Keysight had 171,486,980 shares of common stock issued and outstanding.
|
Q:
|
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.
|
|
FREQUENTLY ASKED QUESTIONS
|
Q:
|
How can I vote my shares in person at the Annual Meeting?
|
A
|
Shares held directly in your name as the stockholder of record may be voted in person at the Annual Meeting. If you choose to vote your shares in person at the Annual Meeting, please bring proof of ownership of Keysight stock on the record date, such as the Notice of Internet Availability of Proxy Materials, legal proxy, voting instruction card provided by your broker, bank or nominee, or a proxy card as well as proof of identification. Even if you plan to attend the Annual Meeting, Keysight recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.
|
Q:
|
How can I vote my shares without attending the Annual Meeting?
|
A:
|
Whether you hold your shares directly as the stockholder of record or beneficially in “street name,” you may direct your vote without attending the Annual Meeting by proxy. You can vote by proxy over the Internet or by telephone. Please follow the instructions provided in the Notice, or, if you request printed copies of proxy materials, on the proxy card or voting instruction card.
|
Q:
|
Can I revoke my proxy or change my vote?
|
A:
|
You may revoke your proxy or change your voting instructions prior to the vote at the Annual Meeting. You may enter a new vote by using the Internet or the telephone or by mailing a new proxy card or new voting instruction card bearing a later date (which will automatically revoke your earlier voting instructions) or by attending the Annual Meeting and voting in person. Your attendance at the Annual Meeting in person will not cause your previously granted proxy to be revoked unless you specifically so request.
|
|
FREQUENTLY ASKED QUESTIONS
|
Q:
|
How are votes counted?
|
A:
|
In the election of directors, your vote may be cast “FOR” or “AGAINST” one or more of the nominees, or you may “ABSTAIN” from voting with respect to one or more of the nominees. Shares voting “ABSTAIN” have no effect on the election of directors.
|
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 in person 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.
|
|
FREQUENTLY ASKED QUESTIONS
|
Q:
|
What does it mean if I receive more than one Notice, proxy or voting instruction card?
|
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 and voting instruction cards you receive.
|
Q:
|
Where can I find the voting results of the Annual Meeting?
|
A:
|
Keysight will announce preliminary voting results at the Annual Meeting and publish preliminary, or final results if available, in a Form 8-K within four business days of the Annual Meeting.
|
Q:
|
What happens if additional proposals are presented at the Annual Meeting?
|
A:
|
Other than the three proposals described in this Proxy Statement, Keysight does not expect any matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Ronald S. Nersesian, Keysight’s President and Chief Executive Officer, and Stephen D. Williams, 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 Annual 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.
|
|
FREQUENTLY ASKED QUESTIONS
|
Q:
|
What is the quorum requirement for the 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. The shares may be present in person or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Broker non-votes, however, are not counted as shares present and entitled to be voted with respect to the matter on which the broker has expressly not voted. Thus, broker non-votes will not affect the outcome of any of the matters being voted on at the Annual Meeting. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner and (2) the broker lacks discretionary voting power to vote such shares.
|
Q:
|
Who will count the vote?
|
A:
|
A representative of Computershare Trust Company 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 (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) 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 will bear the cost of soliciting votes for the 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, Inc. (“Georgeson”) to aid in the solicitation of proxies from banks, brokers, nominees and intermediaries. Keysight estimates that it will pay Georgeson a fee of $13,000 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:
|
May I propose actions for consideration at next year’s Annual Meeting of stockholders or nominate individuals to serve as directors?
|
A:
|
You may submit proposals for consideration at future annual stockholder meetings, including director nominations.
|
|
FREQUENTLY ASKED QUESTIONS
|
Q:
|
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 is included with the proxy materials for each stockholder. 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 as to how you may submit your proxy on the Internet. If you have only received one set of the proxy materials or one Notice, you may request separate copies at no additional cost to you by calling us at (707) 577-3225 or by writing to us at Keysight Technologies, Inc., 1400 Fountaingrove Parkway, Santa Rosa, California 95403, Attn: Stockholder Records. If you received a Notice and you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
|
|
FREQUENTLY ASKED QUESTIONS
|
Q:
|
If I share an address with other stockholders of Keysight, how can we get only one set of voting materials for future meetings?
|
A:
|
You may request that we send you and the other stockholders who share an address with you only one Notice or one set of proxy materials by calling us at (707) 577-3225 or by writing to us at: Keysight Technologies, Inc., 1400 Fountaingrove Parkway, Santa Rosa, California 95403, Attn: Stockholder Records.
|
STEPHEN D. WILLIAMS
|
Senior Vice President, General Counsel
|
and Secretary
|
Dated: February 3, 2017
|
|
DIRECTIONS
|
|
From the South
Take Highway 101 North towards Santa Rosa. Take the Bicentennial Way exit East in Santa Rosa (Exit 491B). Follow Bicentennial Way up the hill and merge with Fountaingrove Parkway and turn right into the Keysight Technologies’ main entrance.
From the North
Take Mendocino Ave/Hopper Ave exit (Exit 492). Turn left on Cleveland Avenue and turn left on Mendocino Overcrossing and merge with Fountaingrove Parkway and turn right into Keysight Technologies’ main entrance.
Parking
Once you have entered the main entrance, follow the sign “Stockholder Meeting Parking” to designated parking area.
|