DEF 14A of Keysight Technologies, Inc., Jan 27, 2025

DEF 14A of Keysight Technologies, Inc.

Filed Jan 27, 2025 · FY20240001140361-25-002064

Open on EDGAR

  1. OUR DIRECTORS

    OUR DIRECTORS

  2. OUR DIRECTORS

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

  3. OUR DIRECTORS

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

  4. OUR DIRECTORS

    | iv 2025 Proxy Statement | |

  5. COMPENSATION POLICIES AND PRACTICES

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

  6. INCENTIVE PROGRAM – PAY-FOR-PERFORMANCE HIGHLIGHTS

    INCENTIVE PROGRAM – PAY-FOR-PERFORMANCE HIGHLIGHTS As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, our NEOs are compensated in a manner consistent with our performance-based pay philosophy and corporate governance best practices. Below are a few highlights of our pay for performance programs as they relate to our CEO and NEOs in Fiscal Year 2024.

  7. INCENTIVE PROGRAM – PAY-FOR-PERFORMANCE HIGHLIGHTS

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

  8. INCENTIVE PROGRAM – PAY-FOR-PERFORMANCE HIGHLIGHTS

    | (2) Long-Term Incentive Plan (“LTI”). |

  9. FISCAL YEAR 2024 SHORT TERM INCENTIVE PLAN RESULTS

    FISCAL YEAR 2024 SHORT TERM INCENTIVE PLAN RESULTS

  10. FISCAL YEAR 2024 SHORT TERM INCENTIVE PLAN RESULTS

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

  11. FISCAL YEAR 2024 SHORT TERM INCENTIVE PLAN RESULTS

    | viii 2025 Proxy Statement | |

  12. LONG-TERM PERFORMANCE PLAN (“LTP”) RESULTS

    LONG-TERM PERFORMANCE PLAN (“LTP”) RESULTS

  13. Fiscal Year 2022 - Fiscal Year 2024 PSU Grants: TSR

    Fiscal Year 2022 - Fiscal Year 2024 PSU Grants: TSR

  14. Fiscal Year 2022 - Fiscal Year 2024 PSU Grants: TSR

    | TSR Relative to S&P 500 Total Return Index for FY22-FY24 | | | Pay-for-Performance Results | | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | 40 percentage points below index | Equals Index | 40 percentage points above index | | | | S&P 500 Total Return Index 32.7% | Keysight TSR -13.5% | 46.2 ppts below index | | | | | 0% Payout |

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

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

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

    | Non-GAAP OM Goals for FY22-FY24 | | | | Actual OM Achievement | | Year | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | | 5 points below annual Non-GAAP OM plan | Achievement of annual Non-GAAP OM plan | 5 points above annual Non-GAAP OM plan | | | 2022 | 22.5% | 27.5% | 32.5% | 29.3% | | 2023 | 24.8% | 29.8% | 34.8% | 30.3% | | 2024 | 22.4% | 27.4% | 32.4% | 26.3% | | | | | | 111.7% Payout |

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

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

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

    | | 2025 Proxy Statement ix |

  19. DIRECTOR NOMINEES FOR ELECTION TO NEW THREE-YEAR TERMS THAT WILL EXPIRE IN 2028

    DIRECTOR NOMINEES FOR ELECTION TO NEW THREE-YEAR TERMS THAT WILL EXPIRE IN 2028

  20. James G. Cullen

    James G. Cullen

  21. James G. Cullen

    | | AGE: 82 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: October 2014 | Compensation and Human Capital Nominating and Corporate Governance | Avinger, Inc. Former Public Directorships Held During the Past Five Years: | | | | | None |

  22. James G. Cullen

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

  23. IMPACT

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

  24. SKILLS AND QUALIFICATIONS

    SKILLS AND QUALIFICATIONS • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy • Institutional Knowledge

  25. SKILLS AND QUALIFICATIONS

    | | 2025 Proxy Statement 5 |

  26. Michelle J. Holthaus

    Michelle J. Holthaus

  27. Michelle J. Holthaus

    | | AGE: 51 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: May 2021 | Compensation and Human Capital Nominating and Corporate Governance | None Former Public Directorships Held During the Past Five Years: None |

  28. Michelle J. Holthaus

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

  29. IMPACT

    IMPACT Mrs. Holthaus brings a strong combination of sales and marketing experience, deep customer insight and financial acumen from her numerous senior management positions, making her a valuable contributor to the Keysight Board. Skills and Qualifications: • Board Diversity • Technology • Global Business • Leadership

  30. IMPACT

    | 6 2025 Proxy Statement | |

  31. Jean M. Nye

    Jean M. Nye

  32. Jean M. Nye

    | | AGE: 72 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: October 2014 September 2022 to present (Lead Independent Director) | Compensation and Human Capital Executive Nominating and Corporate Governance (Chair) | None Former Public Directorships Held During the Past Five Years: None |

  33. Jean M. Nye

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

  34. IMPACT

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

  35. SKILLS AND QUALIFICATIONS

    SKILLS AND QUALIFICATIONS • Board Diversity • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy

  36. SKILLS AND QUALIFICATIONS

    | | 2025 Proxy Statement 7 |

  37. Joanne B. Olsen

    Joanne B. Olsen

  38. Joanne B. Olsen

    | | AGE: 66 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: May 2019 | Compensation and Human Capital (Chair) Nominating and Corporate Governance | Ciena Corporation Teradata Corporation Former Public Directorships Held During the Past Five Years: None |

  39. Joanne B. Olsen

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

  40. IMPACT

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

  41. SKILLS AND QUALIFICATIONS

    SKILLS AND QUALIFICATIONS • Board Diversity • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy

  42. SKILLS AND QUALIFICATIONS

    | 8 2025 Proxy Statement | |

  43. CONTINUING DIRECTORS NOT BEING CONSIDERED FOR ELECTION AT THIS ANNUAL MEETING

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

  44. DIRECTORS WHOSE TERMS WILL EXPIRE IN 2026

    DIRECTORS WHOSE TERMS WILL EXPIRE IN 2026

  45. Satish C. Dhanasekaran

    Satish C. Dhanasekaran

  46. Satish C. Dhanasekaran

    | | AGE: 52 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: May 2022 | None | Zebra Technologies Corporation Former Public Directorships Held During the Past Five Years: None |

  47. Satish C. Dhanasekaran

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

  48. IMPACT

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

  49. SKILLS AND QUALIFICATIONS

    SKILLS AND QUALIFICATIONS • Board Diversity • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy • Institutional Knowledge • Sales and Marketing • Human Capital Management

  50. SKILLS AND QUALIFICATIONS

    | | 2025 Proxy Statement 9 |

  51. Richard P. Hamada

    Richard P. Hamada

  52. Richard P. Hamada

    | | AGE: 66 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: October 2014 | Compensation and Human Capital Nominating and Corporate Governance | Trinity Capital, Inc. Former Public Directorships Held During the Past Five Years: | | | | | None |

  53. Richard P. Hamada

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

  54. IMPACT

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

  55. SKILLS AND QUALIFICATIONS

    SKILLS AND QUALIFICATIONS • Board Diversity • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy • Institutional Knowledge

  56. SKILLS AND QUALIFICATIONS

    | 10 2025 Proxy Statement | |

  57. Paul A. Lacouture

    Paul A. Lacouture

  58. Paul A. Lacouture

    | | AGE: 74 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: March 2019 | Audit and Finance Nominating and Corporate Governance | None Former Public Directorships Held During the Past Five Years: None |

  59. Paul A. Lacouture

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

  60. IMPACT

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

  61. SKILLS AND QUALIFICATIONS

    SKILLS AND QUALIFICATIONS • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy • Institutional Knowledge • Sales and Marketing • Enterprise Human Capital Management

  62. SKILLS AND QUALIFICATIONS

    | | 2025 Proxy Statement 11 |

  63. Kevin A. Stephens

    Kevin A. Stephens

  64. Kevin A. Stephens

    | | AGE: 63 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: March 2022 | Audit and Finance Nominating and Corporate Governance | Crown Castle International Corp. Former Public Directorships Held During the Past Five Years: None |

  65. Kevin A. Stephens

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

  66. IMPACT

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

  67. SKILLS AND QUALIFICATIONS

    SKILLS AND QUALIFICATIONS • Board Diversity • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy

  68. SKILLS AND QUALIFICATIONS

    | 12 2025 Proxy Statement | |

  69. DIRECTORS WHOSE TERMS WILL EXPIRE IN 2027

    DIRECTORS WHOSE TERMS WILL EXPIRE IN 2027

  70. Ronald S. Nersesian

    Ronald S. Nersesian

  71. Ronald S. Nersesian

    | | AGE: 65 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: December 2013 November 2019 to present (Chair of the Board) | Executive (Chair) | Trimble Inc. Former Public Directorships Held During the Past Five Years: None |

  72. Ronald S. Nersesian

    Mr. Nersesian currently serves as Non-Executive Chair of the Board. He served as the Executive Chair from May 2022 through April 2023. From November 1, 2019 through April 2022, Mr. Nersesian served Chair of the Board and as President and Chief Executive Officer of Keysight. From December 2013 through October 2019, he served as President, Chief Executive Officer and Director of Keysight. Prior to the separation from Agilent, Mr. Nersesian held a variety of senior executive and senior management roles at Agilent, LeCroy and HP. Mr. Nersesian holds a Bachelor of Science degree in electrical engineering from Lehigh University and an MBA from New York University, Stern School of Business. He serves on the board of directors of Trimble Inc. Mr. Nersesian self-identifies as a white male.

  73. IMPACT

    IMPACT Mr. Nersesian brings to the Board strong business operational experience with technology companies and management expertise developed over three decades.

  74. SKILLS AND QUALIFICATIONS

    SKILLS AND QUALIFICATIONS • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy • Institutional Knowledge • Sales and Marketing • Enterprise Human Capital Management

  75. SKILLS AND QUALIFICATIONS

    | | 2025 Proxy Statement 13 |

  76. Charles J. Dockendorff

    Charles J. Dockendorff

  77. Charles J. Dockendorff

    | | AGE: 70 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: October 2014 | Audit and Finance (Chair) Nominating and Corporate Governance | Boston Scientific Corporation Haemonetics Corporation Hologic, Inc. Former Public Directorships Held During the Past Five Years: None |

  78. Charles J. Dockendorff

    Mr. Dockendorff served as the Executive Vice President and Chief Financial Officer of Covidien plc from 2006 until his retirement in March 2015, and as Vice President and Chief Financial Officer from 1995 to 2006. Mr. Dockendorff was appointed Chief Financial Officer of Tyco Healthcare in 1995, having joined the Kendall Healthcare Products Company as Controller. He was named Vice President and Controller of Kendall in 1994. Prior to joining Kendall/Tyco Healthcare, Mr. Dockendorff was the Chief Financial Officer, Vice President of Finance and Treasurer of Epsco Inc. and Infrared Industries, Inc. Mr. Dockendorff holds a Bachelor’s degree in Business Administration and Accounting from the University of Massachusetts and a Master of Science degree in Finance from Bentley College. He currently serves on the board of directors of Boston Scientific Corporation, Haemonetics Corporation and Hologic, Inc.. Mr. Dockendorff self-identifies as a white male.

  79. IMPACT

    IMPACT As a result of Mr. Dockendorff’s significant financial experience, Mr. Dockendorff provides the Keysight Board with extensive accounting, tax, treasury, financial planning, and audit knowledge.

  80. SKILLS AND QUALIFICATIONS

    SKILLS AND QUALIFICATIONS • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy

  81. SKILLS AND QUALIFICATIONS

    | 14 2025 Proxy Statement | |

  82. Robert A. Rango

    Robert A. Rango

  83. Robert A. Rango

    | | AGE: 66 | KEYSIGHT COMMITTEES: | PUBLIC DIRECTORSHIPS: | | | | | | | | Director Since: November 2015 | Audit and Finance Nominating and Corporate Governance | KLA Corporation Microchip Technology Incorporated Former Public Directorships Held During the Past Five Years: Integrated Device Technology, Inc. |

  84. Robert A. Rango

    Mr. Rango served as the President and Chief Executive Officer of Enevate Corporation from June 2016 until his retirement in December 2022. Mr. Rango served from March 2002 to July 2014 as an executive at Broadcom Corporation. From 2010 to 2014, he served as Executive Vice President and General Manager of Broadcom’s Mobile and Wireless Group. During his tenure at Broadcom, Mr. Rango held many senior management positions in the company’s Network Infrastructure Business Unit, Mobile and Wireless Group and Wireless Connectivity Group. Mr. Rango received his Bachelor of Engineering degree in Electrical Engineering from State University of New York and his Master of Engineering in Electrical Engineering from Cornell University. He serves on the boards of directors of Microchip Technology Incorporated and KLA Corporation. Mr. Rango self-identifies as a white male.

  85. RESPONSIBILITIES OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE

    | • | Establishes comparator peer group and compensation targets based on this peer group for Keysight’s NEOs; and |

  86. RESPONSIBILITIES OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE

    | • | Has sole authority to retain and terminate executive compensation consultants. |

  87. Delinquent Section 16(a) Reports

    | DIRECTOR COMPENSATION HIGHLIGHTS |

  88. DIRECTOR COMPENSATION HIGHLIGHTS

    DIRECTOR COMPENSATION HIGHLIGHTS

  89. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | Fees for committee service to differentiate individual pay based on workload. |

  90. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | Emphasis on equity in the overall compensation mix. |

  91. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | Full-value equity grants under a fixed-value annual grant policy with immediate vesting. |

  92. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | A robust stock ownership guideline set at five times the annual cash retainer to support stockholder alignment. |

  93. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | Deferral options to facilitate stock ownership. |

  94. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | An annual limit on total director compensation. |

  95. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Keysight’s director compensation program is designed to attract and retain highly qualified non-employee directors and to compensate for the time, effort, expertise, and accountability required of active board membership. Our Compensation and Human Capital Committee believes that annual compensation for non-employee directors should consist of both cash to compensate members for their services on the Board of Directors and its committees, and equity to align the interest of directors and stockholders. The non-employee director’s compensation plan year begins on March 1st and ends on the last day of February of the following calendar year (the “Plan Year”). Decisions regarding our non-employee director compensation program are approved by the full Board based on recommendations by the Compensation and Human Capital Committee. In making such recommendations, the Compensation and Human Capital Committee takes into consideration the performance of the company, director compensation practices of peer companies and whether such recommendations align with the interests of our stockholders. The Compensation and Human Capital Committee reviews the total compensation and each element of our non-employee director compensation program annually. At the direction of the Compensation and Human Capital Committee, the Compensation and Human Capital Committee’s independent consultant annually analyzes the competitive position of Keysight’s non-employee director compensation program against the peer group used for executive compensation purposes (see “Keysight’s Peer Group” below for more information about the peer group). In September 2023, Meridian reviewed the competitive position of the compensation for Keysight’s non-employee directors relative to its peers, company performance, and the program adjustments made in the prior year. Meridian found that the compensation of our non-employee directors was generally aligned to our peer group and the performance of the company and recommended no increase to non-employee director compensation for the Plan year beginning on March 1, 2024.

  96. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | 40 2025 Proxy Statement | |

  97. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    The compensation to our non-employee directors for Fiscal Year 2024 is set forth below:

  98. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | | Cash Retainer(1) | Chair Retainer(1) | Equity Grant(2) | Lead Independent Director Premium(3) | Committee Chair Premium(4) | Audit and Finance Committee Member Premium(5) | | Non-Employee Director | $100,000 | $255,000 | $250,000 in value | $50,000 | $15,000 - $30,000 | $10,000 |

  99. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (1) Each non-employee director or Chair may elect to defer all or part of their cash compensation to the Keysight Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Deferred Compensation Plan for Non-Employee Directors”). Any deferred cash compensation is converted into shares of Keysight common stock. In the event that a director does not serve for the entire year, the cash retainer will be pro-rated. |

  100. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (2) The stock will be granted on the later of (i) March 1 or (ii) the first trading day after each Annual Meeting. The number of shares underlying the stock grant is determined by dividing $250,000 by the average fair market value of Keysight’s common stock over 20 consecutive trading days up to and including the day prior to the grant date. The stock is fully vested upon grant. Each non-employee director may elect to defer all or part of the equity grant to the Deferred Compensation Plan for Non-Employee Directors. |

  101. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (3) The Lead Independent Director receives an additional $50,000 in cash, paid at the beginning of each Plan Year. |

  102. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (4) Non-employee directors (including the Lead Independent Director) who served as the Chair of a Board committee received a committee Chair premium in cash, paid at the beginning of each Plan Year. The Audit and Finance Committee Chair received $30,000, the Compensation and Human Capital Committee Chair received $20,000, and the Nominating and Corporate Governance Chair received $15,000. |

  103. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (5) Non-employee directors who serve as members of the Audit and Finance Committee (including the Chair) receive an additional $10,000 in cash, paid at the beginning of each Plan Year. |

  104. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2024

    NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2024 The table below sets forth information regarding the regular compensation earned by each of our non-employee directors during Fiscal Year 2024:

  105. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2024

    | Name | Fees Paid or Earned in Cash ($) | Stock Awards(1) ($) | Total ($) | | James G. Cullen | 100,000 | 251,964 | 351,964 | | Charles J. Dockendorff | 140,000 | 251,964 | 391,964 | | Richard P. Hamada | 100,000 | 251,964 | 351,964 | | Michelle J. Holthaus | 100,000 | 251,964 | 351,964 | | Paul A. Lacouture | 110,000 | 251,964 | 361,964 | | Ronald S. Nersesian | 255,000 | 251,964 | 506,964 | | Jean M. Nye | 165,000 | 251,964 | 416,964 | | Joanne B. Olsen | 120,000 | 251,964 | 371,964 | | Robert A. Rango | 110,000 | 251,964 | 361,964 | | Kevin A. Stephens | 110,000 | 251,964 | 361,964 |

  106. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2024

    | (1) Reflects the grant date fair value for stock awards granted in the Fiscal Year 2024 calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718. For information on the valuation assumptions used in our computations, see Note 4 to our consolidated financial statements in our Annual Report. |

  107. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2024

    | (2) Joanne B. Olsen and Robert A. Rango deferred their respective stock award into the Deferred Compensation Plan for non-employee directors. |

  108. NON-EMPLOYEE DIRECTOR COMPENSATION LIMIT

    NON-EMPLOYEE DIRECTOR COMPENSATION LIMIT Our stockholders previously approved a limit on the total value of cash and equity compensation that may be paid or granted to a non-employee director during each Fiscal Year. Currently, the maximum amount of total compensation payable to a non-employee director for services in a Fiscal Year may not exceed $750,000, calculated as the sum of (a) the grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of all awards payable in shares and the maximum amount payable pursuant to cash-based awards that may be granted under the 2014 Equity Plan, plus (b) cash compensation in the form of Board and committee retainers and meeting or similar fees. Compensation counts towards this limit for the Fiscal Year in which it is granted or earned by a non-employee director, and not later when distributed, in the event it is deferred.

  109. LONG-TERM TSR PERFORMANCE

    LONG-TERM TSR PERFORMANCE

  110. LONG-TERM TSR PERFORMANCE

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

  111. LONG-TERM TSR PERFORMANCE

    | 44 2025 Proxy Statement | |

  112. Fiscal Year 2022 - Fiscal Year 2024 Long Term Performance Plan PSU Grants: TSR

    Fiscal Year 2022 - Fiscal Year 2024 Long Term Performance Plan PSU Grants: TSR

  113. Fiscal Year 2022 - Fiscal Year 2024 Long Term Performance Plan PSU Grants: TSR

    | TSR Relative to S&P 500 Total Return Index for FY22-FY24 | | | Pay-for-Performance Results | | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | 40 percentage points below index | Equals Index | 40 percentage points above index | | | | S&P 500 TSR Total Return Index 32.7% | Keysight TSR -13.5% | -46.2 ppts below Index | | | | | 0.0% Payout |

  114. Fiscal Year 2022 - Fiscal Year 2024 Long Term Performance Plan PSU Grants: Non-GAAP OM

    Fiscal Year 2022 - Fiscal Year 2024 Long Term Performance Plan PSU Grants: Non-GAAP OM

  115. Fiscal Year 2022 - Fiscal Year 2024 Long Term Performance Plan PSU Grants: Non-GAAP OM

    | Non-GAAP OM Goals for FY22-FY24 | | | | Actual OM Achievement | | Year | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | | 5 points below annual Non-GAAP OM plan | Achievement of annual Non-GAAP OM plan | 5 points above annual Non-GAAP OM plan | | | 2022 | 22.5% | 27.5% | 32.5% | 29.3% | | 2023 | 24.8% | 29.8% | 34.8% | 30.3% | | 2024 | 22.4% | 27.4% | 32.4% | 26.3% | | | | | | 111.7% Payout |

  116. Fiscal Year 2022 - Fiscal Year 2024 Long Term Performance Plan PSU Grants: Non-GAAP OM

    | | 2025 Proxy Statement 45 |

  117. COMPENSATION POLICIES AND PRACTICES

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

  118. ELEMENTS OF FISCAL YEAR 2024 COMPENSATION

    | Element | Purpose | | How this Relates to our Philosophy | | | Base Salary | • | Attract and Retain Executives | • | Provide fixed compensation to attract and retain key executives | | STI | • | Pay-for-Performance | • | Establish appropriate short-term performance metrics that the Compensation and Human Capital Committee believes will drive our future growth and profitability | | | • | Reward Achievement | • | Reward achievement of short-term performance metrics | | | • | Align with our ESG initiatives | • | Portion of bonus payout is tied to achievement of Company ESG initiatives | | | • | Align Interests with Stockholders | • | Bonus payout tied to Company performance consistent with FY24 financial plan | | | • | Attract and Retain Executives | • | Offer market competitive incentive opportunities | | RSUs | • | Attract and Retain Executives | • | Service required through the applicable long-term service vesting period, unless retirement eligible, to encourage retention of our executives | | | • | Align Interests with Stockholders | • | Align the interests of executives with those of stockholders by issuing equity awards, the value of which is correlated to our stock price | | PSUs | • | Pay-for-Performance | • | Establish appropriate performance metrics that the Compensation and Human Capital Committee believes will drive our future growth and profitability | | | • | Reward Achievement | • | Provide meaningful and appropriate incentives for achieving annual and performance period financial goals that the Compensation and Human Capital Committee believes are important for the company’s short- and long-term success | | | • | Align Interests with Stockholders | • | Tie payout of awards to relative TSR performance and profitability | | | • | Attract and Retain Executives | • | Service required through the applicable three-year performance period, unless retirement eligible, to encourage retention of our executives | | Other Employee Benefits (Termination Agreements) | • | Attract and Retain Executives | • | Intended to ease an NEO’s transition due to an unexpected employment termination and to retain and encourage our NEOs to remain focused on our business and the interests of our stockholders if considering strategic alternatives | | | • | Align Interests with Stockholders | • | Mitigate any potential employer liability and avoid future disputes or litigation |

  119. TOTAL TARGET COMPENSATION MIX

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

  120. TOTAL TARGET COMPENSATION MIX

    | (2) Long-Term Incentive Plan (“LTI”). |

  121. TOTAL TARGET COMPENSATION MIX

    | Pay Element | Performance Metric | At Risk | | Base Salary | — | — | | STI 90%-125% of Base Salary | Non-GAAP EPS | Earned based on earnings compared to targets directly tied to the approved financial plan | | | Keysight Non-GAAP Revenue Plan | Earned based on revenue achievement | | | ESI Revenue Plan(1) | Earned based on ESI business revenue achievement | | | Keysight WWQ(1) | Earned based on worldwide quota achievement | | | ESG | Earned based on annual results of ESG objectives | | LTI: PSUs 60% of target LTI value | 3-Year Relative TSR | Earned based on share price performance relative to the S&P 500 Index over a three-year period | | | 3-Year Average Non- GAAP OM | Earned based on annual profit generation over a three-year period | | LTI: RSUs 40% of target LTI value | — | Value directly aligns with value delivered to stockholders |

  122. SHORT-TERM INCENTIVES

    SHORT-TERM INCENTIVES The Company’s Performance-Based Compensation Plan for Covered Employees (the “STI Plan”) for our NEOs and others in executive and senior manager roles provides semi-annual cash awards contingent upon the achievement of semi-annual financial and annual ESG objectives established by the Compensation and Human Capital Committee shortly after the beginning of each performance period. The payout ranges from 0% to 200%. Financial objectives are based on the financial plan approved by the Board for that period. Semi-annual financial objectives are chosen instead of annual objectives to account for the cyclical nature and volatility of our markets. Annual ESG objectives are aligned with the Company’s annual CSR initiatives and may vary year-to-year. The Compensation and Human Capital Committee reviews and approves the short-term incentive plan threshold, target and maximum payouts tied to each objective, benchmarking our internal historical achievement against external market data to ensure alignment with market compensation practices. The short-term cash incentives are tied to financial and ESG objectives with each objective weighted depending on the executive’s role and responsibilities. After each performance period, the Compensation and Human Capital Committee certifies our actual performance against the objectives and to the extent earned, the cash incentive awards are paid. Performance measures and target performance goals cannot be changed after they are established by the Compensation and Human Capital Committee, but the Compensation and Human Capital Committee may exercise negative discretion to determine the final award payout.

  123. SHORT-TERM INCENTIVES

    | | 2025 Proxy Statement 51 |

  124. Short-Term Cash Incentive Design and Measures

    Short-Term Cash Incentive Design and Measures For Fiscal Year 2024, our STI Plan was designed with a core focus to drive optimal performance on key short-term objectives. The following STI Plan design applied for all NEOs.

  125. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    Fiscal Year 2024 STI Plan Objectives, Achievement and Payout The following tables describe the threshold, target, and maximum financial measures for the financial objectives of Non-GAAP EPS, Keysight Non-GAAP Revenue, ESI Revenue, and WWQ as well as reporting the achievement percentages, actual results and payout percentage in Fiscal Year 2024. Payouts for the first half performance period in Fiscal Year 2024 could have ranged from 0% to 200%. Payouts for the second half performance period in Fiscal Year 2024 were capped at 100%.

  126. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | Non-GAAP EPS(1) (All NEOs) | | | | | | | | | | | | | H1 FY24 | | | | | | H2 FY24 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout(3) | | $1.60 | $3.20 | $4.81 | $3.04 | 94.9% | 95.0% | $1.55 | $3.10 | $4.65 | $3.23 | 104.1% | 100.0% |

  127. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | Keysight Non-GAAP Revenue Plan (in millions)(2) (Messrs. Dhanasekaran, and Dougherty, and Ms. Estrada) | | | | | | | | | | | | | H1 FY24 | | | | | | H2 FY24 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout(3) | | $2,286 | $2,540 | $2,794 | $2,469 | 97.2% | 85.0% | $2,231 | $2,479 | $2,727 | $2,500 | 100.8% | 100.0% |

  128. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | Keysight ESI Revenue Plan (in millions) (Messrs. Gooi and Wallace) | | | | | | | | | | | | | H1 FY24 | | | | | | H2 FY24 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout | | $81 | $90 | $99 | $94 | 104.2% | 140.0% | $50 | $56 | $61 | $47 | 84.7% | 0.0% |

  129. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | Keysight WWQ (in millions) (Mr. Wallace) | | | | | | | | | | | | | H1 FY24 | | | | | | H2 FY24 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout(3) | | $2,448 | $2,720 | $2,992 | $2,432 | 89.4% | 0.0% | $2,404 | $2,671 | $2,938 | $2,593 | 97.1% | 97.0% |

  130. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | (1) Half-yearly non-GAAP EPS is the sum of reported quarters. Reconciliations to comparable GAAP metrics are available at investor.keysight.com under quarterly reports in financial information. The impact of incremental EPS from acquisitions for the periods reported is not material. |

  131. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | (2) Reconciliations to comparable GAAP metrics are available at investor.keysight.com under quarterly reports in financial information. The impact of incremental revenue from acquisitions for the periods reported is not material. |

  132. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | (3) H2 Fiscal Year 2024 payouts were capped at 100%, regardless of actual achievement above target. |

  133. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | | 2025 Proxy Statement 53 |

  134. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    The following table sets forth the ESG objectives and the achievement of those objectives used to calculate the payout of the ESG component of the STI for our NEOs. Payouts could have ranged from 0% to 200%. Achievement of only one of the new hire targets will result in a 50% payout. New-hire targets for both women and URMs must be achieved for target payout at 100%. A 200% payout is achieved if both new hire objectives and population objectives are met.

  135. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | | Target | Results | Met Objective for Payout | Payout | | Global Women New Hires | 34.4% | 32.8% | No | 0.0% | | U.S. URM New Hires | 50.1% | 57.5% | Yes | 50.0% | | Global Women Population | 31.0% | 31.2% | No(1) | 0.0% | | U.S. URM New Population | 44.4% | 45.8% | No(1) | 0.0% | | Achieved Payout | | | | 50.0% |

  136. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | (1) Achievement of only one of the new hire targets will result in a 50% payout. |

  137. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    The following table sets forth the mix and weight of the financial and ESG objectives used to calculate the STI for our NEOs.

  138. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | Weight Allocation of Performance Objectives | | | | | | | Name | Non-GAAP EPS | Non-GAAP Revenue Plan | ESI Revenue Plan | WWQ | ESG | | Satish C. Dhanasekaran | 70.0% | 20.0% | N/A | N/A | 10.0% | | Neil P. Dougherty | 70.0% | 20.0% | N/A | N/A | 10.0% | | Soon Chai Gooi | 50.0% | N/A | 50.0% | N/A | N/A | | Ingrid A. Estrada | 70.0% | 20.0% | N/A | N/A | 10.0% | | Mark A. Wallace | 20.0% | N/A | 20.0% | 50.0% | 10.0% |

  139. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    The Compensation and Human Capital Committee set the Fiscal Year 2024 target STI award opportunities as a percentage of base salary for each NEO. Each NEO’s target STI for Fiscal Year 2024 was set between 90% and 125% of base salary, as follows:

  140. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | Fiscal Year 2024 Target STI Award Opportunities (Expressed as a Percentage of Base Salary) | | | | | | Name | H1 Financial Target Award | H2 Financial Target Award | Annual ESG Target Award | Total Target STI | | Satish C. Dhanasekaran | 56.25% | 56.25% | 12.50% | 125.00% | | Neil P. Dougherty | 45.00% | 45.00% | 10.00% | 100.00% | | Soon Chai Gooi | 45.00% | 45.00% | 0.0% | 90.00% | | Ingrid A. Estrada | 40.50% | 40.50% | 9.00% | 90.00% | | Mark A. Wallace | 42.75% | 42.75% | 9.50% | 95.00% |

  141. Fiscal Year 2024 STI Plan Objectives, Achievement and Payout

    | 54 2025 Proxy Statement | |

  142. Fiscal Year 2024 STI Payout Table

    Fiscal Year 2024 STI Payout Table The payouts under the STI Plan for Fiscal Year 2024 are provided in the table below and in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table”. The Compensation and Human Capital Committee determined that the awards earned based on actual performance results for the first half of Fiscal Year 2024, and the actual or capped performance results for the second half of Fiscal Year 2024, as applicable, fairly reflected the performance of each of our NEOs and did not exercise negative discretion with respect to the awards.

  143. Fiscal Year 2024 STI Payout Table

    | | H1 Financial | | | H2 Financial | | | Annual ESG | | | Total Actual FY24 STI Payouts | | | | Target Incentive(1) | Actual Payout | Actual Payout | Target Incentive | Actual Payout(2) | Actual Payout(2) | Target Incentive | Actual Payout | Actual Payout | | | | Name | ($) | ($) | (%) | ($) | ($) | (%) | ($) | ($) | (%) | ($) | (%) | | Satish C. Dhanasekaran | 506,250 | 469,688 | 92.78 | 506,250 | 506,250 | 100.00 | 112,500 | 56,250 | 50.00 | 1,032,188 | 91.75 | | Neil P. Dougherty | 292,500 | 271,375 | 92.78 | 292,500 | 292,500 | 100.00 | 65,000 | 32,500 | 50.00 | 596,375 | 91.75 | | Soon Chai Gooi(3) | 203,269 | 238,841 | 117.50 | 220,659 | 110,330 | 50.00 | — | — | — | 349,171 | 82.37 | | Ingrid A. Estrada | 234,090 | 217,184 | 92.78 | 234,090 | 234,090 | 100.00 | 52,020 | 26,010 | 50.00 | 477,284 | 91.75 | | Mark A. Wallace | 280,013 | 146,229 | 52.22 | 280,013 | 213,121 | 76.11 | 62,225 | 31,113 | 50.00 | 390,462 | 62.75 |

  144. Fiscal Year 2024 STI Payout Table

    | (1) Target incentives are pro-rated for the period taking into consideration salary changes. In Fiscal Year 2024, target incentives were not pro-rated as NEOs did not receive a base salary increase. |

  145. Fiscal Year 2024 STI Payout Table

    | (2) H2 Fiscal Year 2024 actual payouts were capped at 100%, regardless of actual achievement above target. |

  146. Fiscal Year 2024 STI Payout Table

    | (3) Mr. Gooi is paid in Malaysian Ringgit. His target incentive and payout for the first half of Fiscal Year 2024 was converted from U.S. dollars based on the currency exchange rate as of April 30, 2024. His target incentive and payout for the second half of Fiscal Year 2024 was converted from U.S. dollars based on the currency exchange rate as of October 31, 2024. |

  147. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES

  148. LTI Award Mix for Fiscal Year 2024

    LTI Award Mix for Fiscal Year 2024 We use the following vehicles to maintain an LTI Program that is balanced, performance-focused, and supportive of program objectives:

  149. LTI Award Mix for Fiscal Year 2024

    | • | PSUs granted under our LTI Program support the objectives of linking realized value to the achievement of critical performance objectives and stockholder alignment. Earning PSUs under our LTI Program is based on achievement over a three-year period of returns to stockholders as measured by Keysight’s TSR relative to our peers and Non-GAAP OM as measured against our annual plan target. |

  150. LTI Award Mix for Fiscal Year 2024

    | • | RSUs are used to keep our executive officers focused on the absolute performance of Keysight’s stock price over time. We believe RSUs encourage behavior and initiatives that support sustained long-term stock price growth and have retentive value. |

  151. LTI Award Mix for Fiscal Year 2024

    The mix of LTI awards for our NEOs by value, 60% of which is delivered in performance-based equity and 40% delivered in time-vested shares, places a greater emphasis on at-risk compensation and therefore aligns compensation with long-term stockholder value.

  152. LTI Award Mix for Fiscal Year 2024

    | | 2025 Proxy Statement 55 |

  153. PSU Performance Measures for Grants Made in Fiscal Year 2024

    PSU Performance Measures for Grants Made in Fiscal Year 2024 The Compensation and Human Capital Committee has established rolling three-year performance periods for PSU awards under our LTI Program. For grants made in Fiscal Year 2024, for the performance period beginning November 1, 2023 and ending October 31, 2026, the Compensation and Human Capital Committee selected relative TSR and Non-GAAP OM as the performance measures. Keysight considers relative TSR and Non-GAAP OM to be equally important measures of long-term performance, balancing internal operational goals with market performance. Each performance measure (relative TSR and OM) comprised approximately 50% of the grant date fair value of each NEO’s total PSU grant.

  154. PSU Performance Measures for Grants Made in Fiscal Year 2024

    | • | TSR. TSR reflects the aggregate change in the 90-day average closing price of our stock relative to the S&P 500 Total Return Index. The beginning average is the 90-day period prior to the performance period and the ending average will be the final 90-day period of the performance period. The Compensation and Human Capital Committee did not establish an absolute TSR target as it believed that performance would be best measured on a relative basis against the S&P 500 Total Return Index. |

  155. PSU Performance Measures for Grants Made in Fiscal Year 2024

    | • | Non-GAAP OM. Non-GAAP OM is an internal financial metric that complements the external market-conditioned metric, TSR. Having an internal financial objective linked directly to our LTI program creates more accountability and line of sight to our financial plan, which focuses on our internal growth and profitability metrics. The performance measure for OM is set at the beginning of each Fiscal Year and achievement is calculated following the completion of the applicable Fiscal Year. Following completion of the three-year performance period, the OM achievement percentage for each Fiscal Year is averaged and used to determine the total number of PSUs that are earned. |

  156. PSU Performance Measures for Grants Made in Fiscal Year 2024

    | Non-GAAP OM excludes the impacts of amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and related costs, non-recurring items such as goodwill impairment, legal settlement, gain/loss on divestitures and others. Because the OM target is set at the beginning of each Fiscal Year, income and expenses related to an acquisition are excluded for the Fiscal Year in which the acquisition occurs but are included in both target and actual results in subsequent years. |

  157. PSUs Granted in Fiscal Year 2024

    PSUs Granted in Fiscal Year 2024 The PSUs are wholly “at risk” compensation as our performance must be at or above the threshold of the TSR and OM targets, as applicable, for the award recipients to earn any shares of our common stock subject to performance metrics.

  158. PSUs Granted in Fiscal Year 2024

    | • | PSUs Based on TSR. The TSR PSUs granted in Fiscal Year 2024 will be measured and paid out based on TSR for the Fiscal Year 2024 through Fiscal Year 2026 performance period. The payout matrix determined by the Compensation and Human Capital Committee for TSR was: |

  159. PSUs Granted in Fiscal Year 2024

    | | | Payout as a % of Target | | Threshold: | 40 percentage points below S&P 500 Total Return Index | 25% | | Target: | Equals S&P 500 Total Return Index | 100% | | Maximum: | 40 percentage points above S&P 500 Total Return Index | 200% |

  160. PSUs Granted in Fiscal Year 2024

    | 56 2025 Proxy Statement | |

  161. PSUs Granted in Fiscal Year 2024

    The PSUs will be settled linearly for each level of performance as illustrated below.

  162. PSU Payout Schedule (TSR)

    PSU Payout Schedule (TSR)

  163. PSU Payout Schedule (TSR)

    | • | PSUs Based on OM. The OM PSUs will be measured and paid out based on OM as compared to plan for the Fiscal Years 2024, 2025, and 2026. The payout matrix determined by the Compensation and Human Capital Committee for OM is below. |

  164. PSU Payout Schedule (TSR)

    | | | Payout as a % of Target | | Threshold: | 5 points below annual Non-GAAP OM plan | 50% | | Target: | Achievement of annual Non-GAAP OM plan | 100% | | Maximum: | 5 points above annual Non-GAAP OM plan | 200% |

  165. PSU Payout Schedule (TSR)

    The table below sets forth the threshold, target and maximum Non-GAAP OM goals for Fiscal Year 2024 and the actual results for Fiscal Year 2024.

  166. PSU Payout Schedule (TSR)

    | Fiscal Year 2024 Non-GAAP OM Goals | | | | | | Fiscal Year | Threshold | Target | Max | Results | | 2024 | 22.4% | 27.4% | 32.4% | 89.0% |

  167. PSU Payout Schedule (TSR)

    | | 2025 Proxy Statement 57 |

  168. PSU Payout Schedule (TSR)

    The OM PSUs will be settled linearly for each level of performance as illustrated below:

  169. PSU Payout Schedule (OM)

    PSU Payout Schedule (OM)

  170. Restricted Stock Units Granted in Fiscal Year 2024

    Restricted Stock Units Granted in Fiscal Year 2024 The Compensation & Human Capital Committee grants RSU awards for retention purposes as they provide payout opportunity to the NEOs only if they remain employed through the applicable vesting dates or are retirement eligible. The payout opportunity is directly linked with stockholder value and executive efforts over a multi-year time frame. Subject to continued service to the Company through the applicable vesting date or retirement eligibility, RSUs vest in four equal installments beginning on the first anniversary of the grant date.

  171. LTI Granted in Fiscal Year 2024

    LTI Granted in Fiscal Year 2024 The target value of the LTI awards granted in Fiscal Year 2024 to each of our NEOs was determined by the Compensation and Human Capital Committee after considering Factors for Determining Compensation. Fiscal Year 2024 Grant values were calculated as follows:

  172. LTI Granted in Fiscal Year 2024

    | • | To determine the number of PSUs with a TSR metric, we divided 30% of the total target LTI dollar award amount by the product of the 90-day trailing average closing price of our common stock prior to the date of grant multiplied by a Monte-Carlo valuation (the “TSR PSUs”). |

  173. LTI Granted in Fiscal Year 2024

    | • | To determine the number of PSUs with an OM metric, we divided 30% of the total target LTI dollar award amount by the 90-day trailing average stock price of our common stock prior to the date of grant (the “OM PSUs”). |

  174. LTI Granted in Fiscal Year 2024

    | • | To determine the number of RSUs, we divided the remaining 40% of the total target LTI dollar award amount by the 90-day trailing average stock price of our common stock prior to the date of grant. |

  175. LTI Granted in Fiscal Year 2024

    | 58 2025 Proxy Statement | |

  176. LTI Granted in Fiscal Year 2024

    The following table shows the LTI awards granted to our NEOs in Fiscal Year 2024.

  177. LTI Granted in Fiscal Year 2024

    | Name | Performance Stock Units (TSR) (#) | Performance Stock Units (OM) (#) | Restricted Stock Units (#) | Total Target Value of Long-Term Incentive Awards ($) | | Satish C. Dhanasekaran | 19,525 | 23,430 | 31,240 | 10,475,000 | | Neil P. Dougherty | 8,276 | 9,931 | 13,241 | 4,440,000 | | Soon Chai Gooi | 7,493 | 8,991 | 11,989 | 4,020,000 | | Ingrid A. Estrada | 5,144 | 6,173 | 8,231 | 2,760,000 | | Mark A. Wallace | 4,593 | 5,512 | 7,349 | 2,464,287 |

  178. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout In November 2020, the Compensation and Human Capital Committee granted our NEOs LTP awards in the form of PSUs that would be earned, if at all, based on Keysight’s relative TSR and OM for the Fiscal Year 2022 – Fiscal Year 2024 performance period that began on November 1, 2021 and concluded on October 31, 2024.

  179. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | • | PSUs Payout Based on TSR. Approximately 50% of the grant date value of the PSUs were earned based on Keysight’s TSR performance relative to companies in the S&P 500 Total Return Index. TSR relative performance is measured as the difference in percentage points between Keysight’s TSR and the S&P 500 Total Return Index. The payout matrix for TSR was: |

  180. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | | | Payout as a % of Target | | Threshold: | 40 percentage points below S&P 500 Total Return Index | 25% | | Target: | Equals S&P 500 Total Return Index | 100% | | Maximum: | 40 percentage points above S&P 500 Total Return Index | 200% |

  181. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    On November 20, 2024, the Compensation and Human Capital Committee certified that Keysight’s TSR was 46.2 percentage points below the S&P 500 Total Return Index, which resulted in no payout. The table below sets forth the actual TSR metric results for the Fiscal Year 2022 - Fiscal Year 2024 performance period as well as the calculated payout percentage:

  182. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | | Actual Results | | Keysight TSR | -13.5% | | S&P 500 Total Return Index | 32.7% | | TSR Outperformance vs Total Return Index | -46.2 ppts | | Calculated Payout | 0.0% of Target Shares |

  183. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | | 2025 Proxy Statement 59 |

  184. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | • | PSUs Payout Based on OM. Approximately 50% of the grant date value of the PSUs for the Fiscal Year 2022 - Fiscal Year 2024 performance period was earned based on OM. At the end of the performance period, Keysight’s OM payout achievement for each Fiscal Year during the three-year period was averaged with each Fiscal Year weighted equally. The payout matrix for OM was: |

  185. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | | | Payout as a % of Target | | Threshold: | 5 points below annual Non-GAAP OM plan | 50% | | Target: | Achievement of annual Non-GAAP OM plan | 100% | | Maximum: | 5 points above annual Non-GAAP OM plan | 200% |

  186. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    On November 20, 2024, the Compensation and Human Capital Committee certified that Keysight’s OM achievement for the Fiscal Year 2022 – Fiscal Year 2024 performance period resulted in a 111.7% payout. The table below sets forth the actual OM metric results for the Fiscal Year 2022 – Fiscal Year 2024 performance period, as well as the calculated average payout percentage:

  187. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | | FY22 – FY24 Non-GAAP OM Metrics and Results(1) | | | | | | | Fiscal Year | Threshold % | Target % | Max % | Results % | Percentage Below/Above Target | Fiscal Year Payout % | | 2022 | 22.5 | 27.5 | 32.5 | 29.3 | 1.8% | 136.0 | | 2023 | 24.8 | 29.8 | 34.8 | 30.3 | 0.5% | 110.0 | | 2024 | 22.4 | 27.4 | 32.4 | 26.3 | -1.1% | 89.0 | | Calculated Payout | | | | | | 111.7 |

  188. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | (1) Non-GAAP OM excludes the impacts of amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and related costs, non-recurring items such as goodwill impairment, legal settlement, gain/loss on divestitures and others. Because the OM target is set at the beginning of each Fiscal Year, income and expenses related to an acquisition are excluded for the Fiscal Year in which the acquisition occurs but are included in both target and actual results in subsequent years. Reconciliations to comparable GAAP metrics are available on investor.keysight.com under quarterly reports in financial information. The impact of acquisitions for the periods reported is not material. |

  189. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    The following table sets forth for the Fiscal Year 2022 - Fiscal Year 2024 performance period the targeted number of shares granted to our NEOs, the shares earned, and the cash value of the earned shares.

  190. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | Name | TSR Target Award (in shares) | TSR Payout at 0.0% (in shares) | Non-GAAP OM Target Award (in shares) | Non-GAAP OM Payout at 111.7% (in shares) | Cash Value of Payout In $(1) | | Satish C. Dhanasekaran | 9,739 | 0 | 12,681 | 14,142 | 2,340,274 | | Neil P. Dougherty | 4,962 | 0 | 6,451 | 7,205 | 1,192,410 | | Soon Chai Gooi | 3,708 | 0 | 4,821 | 5,385 | 891,119 | | Ingrid A. Estrada | 2,756 | 0 | 3,583 | 4,002 | 684,836 | | Mark A. Wallace | 2,850 | 0 | 3,705 | 4,138 | 662,286 |

  191. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | (1) Reflects the fair market value of the shares based on the closing stock price of Keysight’s common stock on November 20, 2024. |

  192. Fiscal Year 2022 − Fiscal Year 2024 LTP Program Payout

    | 60 2025 Proxy Statement | |

  193. TERMINATION ARRANGEMENTS – SEVERANCE PLAN, CHANGE OF CONTROL SEVERANCE AGREEMENTS AND EQUITY AWARD ACCELERATION

    TERMINATION ARRANGEMENTS – SEVERANCE PLAN, CHANGE OF CONTROL SEVERANCE AGREEMENTS AND EQUITY AWARD ACCELERATION Consistent with the practice of many of our peers, the Compensation and Human Capital Committee has adopted an Officer and Executive Severance Plan (the “Severance Plan”) for our U.S. based officers and executives, which provides for specified severance payments and benefits in cases where the officer is terminated other than for Cause, misconduct, death, or physical or mental incapacity or resigns for Good Reason (each, as defined in the Severance Plan). A more detailed description of the Severance Plan is provided in the “Officer and Executive Severance Plan” section below. In addition, we have entered into Change of Control Agreements (each, a “Change of Control Agreement”) with our officers designed to provide protection to the officers, so they are not distracted by their personal, professional, and financial situations at a time when we need them to remain focused on their responsibilities, Keysight’s best interests and those of our stockholders. These agreements provide for double-trigger payments and benefits, which means that they are eligible to receive such payments and benefits only in the event of a change of control of Keysight and if the officer is terminated other than for Cause or resigns for Good Reason (each, as defined in the Change of Control Agreement) within a limited period after the change of control. Such benefits will not become payable unless both such events occur. A more detailed description of the Change of Control Agreements with the NEOs is provided in the “Change of Control Severance Agreements” section below. Additionally, to encourage our employees to remain employed with Keysight through the date of the applicable vesting event, our stock award agreements, including those of our NEOs, provide for certain vesting benefits in the event of death, disability, or retirement or in certain circumstances involving a change in control. A more detailed description of the vesting benefits provided in our stock award agreements is provided in the “Acceleration and Continued Vesting of Equity Awards” section below. The potential payments that would be received by our NEOs under the Severance Plan and the Change of Control Agreements are disclosed in the “Termination and Change of Control Table” below.

  194. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION Our NEOs are eligible to voluntarily defer base salary, short-term cash incentives, and performance shares earned under the LTP Program. The deferrals are made through the Keysight Technologies Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan is a standard management benefit plan offered by many public companies. The specific benefits and an additional description of plan features are set forth in the section entitled “Non-Qualified Deferred Compensation” below.

  195. NON-QUALIFIED DEFERRED COMPENSATION

    | | 2025 Proxy Statement 61 |

  196. FACTORS FOR DETERMINING COMPENSATION (“COMPENSATION FACTORS”)

    | • | Competitive market data provided by the independent compensation consultant |

  197. KEYSIGHT’S PEER GROUP

    KEYSIGHT’S PEER GROUP

  198. Compensation Benchmarking Peer Group

    Compensation Benchmarking Peer Group As part of its compensation deliberations, the Compensation and Human Capital Committee conducts an annual review of the compensation practices of the competitive market against a group of peer companies. The Compensation and Human Capital Committee annually reviews our peer group to ensure the companies are suitable peers for compensation comparison purposes. In September 2023, the Compensation and Human Capital Committee, with the assistance of the Committee’s independent compensation consultant, approved a compensation peer group for Fiscal Year 2024 compensation decisions. The selection of the peer group was based on the following criteria:

  199. Compensation Benchmarking Peer Group

    | Criteria for Determining the Peer Group for Fiscal Year 2024 | | | • | Revenue between approximately $2.8 billion and $14.0 billion, which were between approximately 0.5 times and 2.5 times our projected Fiscal Year 2024 revenue | | • | A market capitalization between approximately $9.5 billion and $86.2 billion, which were between approximately 0.33 times and 3 times our projected Fiscal Year 2024 market capitalization |

  200. Compensation Benchmarking Peer Group

    These criteria resulted in the selection of 28 companies, primarily from the Russell 3000 Information Technology Sector. The selected companies compete with us either in the same business and capital markets or in the executive talent arena or operate similarly complex business operations with significant global reach. The Compensation and Human Capital Committee used compensation data drawn from the compensation peer group as one of the Compensation Factors considered in setting the compensation of the executive officers.

  201. Compensation Benchmarking Peer Group

    | Keysight’s Peer Group for Fiscal Year 2024 | | | | | | Agilent Technologies | F5 Networks | Juniper Networks | Roper Technologies | Trimble | | AMETEK | Fortinet | KLA | Sensata Technologies | VMWare | | Arista Networks | Fortive | Motorola Solutions | SS&C Technologies | Workday | | Autodesk | Gen Digital | NetApp | Synopsys | Zebra Technologies | | Cadence Design Systems | Hubbell | Palo Alto Networks | Teledyne Technologies | | | Ciena Corporation | Intuit | Rockwell Automation | Teradyne | |

  202. Compensation Benchmarking Peer Group

    For Fiscal Year 2024, we were below or at the median of our compensation peer group based on revenue, market capitalization, and number of employees.

  203. Compensation Benchmarking Peer Group

    | | Revenue as of each company’s most recent four quarters ended on 10/31/2023 (in millions) ($) | Market Capitalization on 10/31/2023 (in millions) ($) | Employees as of 10/31/2023 (#) | | 25th Percentile | 4,905 | 12,276 | 11,186 | | Median | 5,639 | 30,216 | 15,315 | | 75th Percentile | 6,871 | 57,185 | 19,625 | | Keysight Technologies, Inc.(1) | 5,464 | 21,673 | 15,400 |

  204. Compensation Benchmarking Peer Group

    | (1) Fiscal Year 2024 estimates as of 10/31/2023. |

  205. Compensation Benchmarking Peer Group

    | | 2025 Proxy Statement 63 |

  206. Peer Group for the Long-Term Incentive Program

    Peer Group for the Long-Term Incentive Program The Compensation and Human Capital Committee believes that a larger peer group is more appropriate for evaluating TSR performance under Keysight’s LTP Program, as a larger peer group provides a broader index for comparison and better alignment with stockholder investment choices. For the Fiscal Year 2024 – Fiscal Year 2026 performance period, the Compensation and Human Capital Committee selected the S&P 500 Total Return Index for determining and evaluating our relative TSR performance. This index has a strong correlation with Keysight’s stock price, and the Compensation and Human Capital Committee views the S&P 500 as a possible investment alternative to Keysight. The S&P 500 constituent list is maintained by the S&P Index Committee, which is available at standardandpoors.com/indices/main/en/us. Any change in the expanded peer group is solely due to Standard & Poor’s criteria for inclusion in the index.

  207. RECOUPMENT POLICY

    RECOUPMENT POLICY Our Executive Compensation Recoupment Policy (the “Recoupment Policy”) and our Compensation Recovery Policy (the “Recovery Policy,” together the “Clawback Policies”) apply to all executive officers who are subject to Section 16 of the Exchange Act. The Recoupment Policy applies to grants which were made and vested between October 31, 2014 and October 1, 2023. Under the Recoupment Policy, in the event of (A) a material restatement of financial results (wherein results were incorrect at the time published due to mistake, fraud or other misconduct), or (B) fraud or misconduct by an executive officer, the Compensation and Human Capital Committee will, in the case of a restatement, review all short-term and long-term incentive compensation awards that were paid or awarded to the executive officer, in whole or in part, during the restatement period. In the case of fraud or misconduct, the Compensation and Human Capital Committee will consider actions to remedy the fraud or misconduct, prevent its recurrence, and impose discipline on the wrongdoers, in each case, as it deems appropriate. These actions may include, without limitation and to the extent permitted by governing law, requiring reimbursement of compensation, causing the cancellation of outstanding PSUs, RSUs, stock options, and other equity incentive awards, limiting future awards or compensation, and requiring the disgorgement of profits realized from the sale of shares of our common stock to the extent such profit was, in part or in whole, the result of the fraud or misconduct. On November 15, 2023, in compliance with Rule 10D-1 of the Exchange Act, the Compensation and Human Capital Committee adopted the Recovery Policy, effective October 2, 2023. The Recovery Policy applies to performance-based incentive compensation received on or after October 2, 2023, and provides for the mandatory recovery from current and former executive officers of erroneously awarded incentive compensation in the event of an accounting restatement of the Company’s financial statements regardless of fault or misconduct. The Compensation and Human Capital Committee also has discretion, under the Recovery Policy, to seek recovery from current and former executive officers of erroneously awarded incentive compensation in the event of a financial misstatement that does not result in a restatement of financial results.

  208. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION Since 2014, the Compensation and Human Capital Committee has not granted stock options or similar awards as part of our equity compensation programs. We do not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, we do not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. Our executive officers would not be permitted to choose the grant date for any stock option grants. During Fiscal Year 2024, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During Fiscal Year 2024, none of our NEOs were awarded stock options.

  209. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  210. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compen- sation(2) ($) | Change in Pension Value and Nonqualified Deferred Compen- sation Earnings(3) ($) | All other Compen- sation(4) ($) | Total ($) | | Satish C. Dhanasekaran President and Chief Executive Officer | 2024 | 900,000 | — | 10,207,099 | — | 1,032,188 | 167,678 | 46,231 | 12,353,196 | | | 2023 | 895,833 | — | 8,592,791 | — | 1,157,979 | 70,599 | 33,721 | 10,750,923 | | | 2022 | 772,917 | — | 7,651,981 | — | 1,039,963 | — | 34,207 | 9,499,068 | | Neil P. Dougherty Executive Vice President and Chief Financial Officer | 2024 | 650,000 | — | 4,326,344 | — | 596,375 | 210,199 | 33,701 | 5,816,619 | | | 2023 | 650,000 | — | 4,385,324 | — | 672,425 | 58,295 | 32,335 | 5,798,379 | | | 2022 | 650,000 | — | 7,251,044 | — | 732,286 | — | 34,242 | 8,667,572 | | Soon Chai Gooi(5) Senior Vice President, President, Order Fulfillment and Digital Software Solutions | 2024 | 492,161 | — | 3,917,068 | — | 349,171 | — | 360,959 | 5,119,359 | | | 2023 | 452,344 | — | 3,476,590 | — | 434,107 | — | 547,697 | 4,910,738 | | | 2022 | 456,324 | — | 4,882,014 | — | 483,848 | — | 864,239 | 6,686,425 | | Ingrid A. Estrada Senior Vice President, Chief People and Administrative Officer and Chief of Staff | 2024 | 578,000 | — | 2,689,239 | — | 477,284 | 168,728 | 11,560 | 3,924,811 | | | 2023 | 575,667 | — | 2,345,572 | — | 535,795 | 46,524 | 11,560 | 3,515,118 | | | 2022 | 547,917 | — | 4,076,123 | — | 555,380 | — | 10,417 | 5,189,837 | | Mark A. Wallace Senior Vice President, Chief Customer Officer | 2024 | 655,000 | — | 2,401,166 | — | 390,462 | 177,829 | 29,377 | 3,653,834 | | | 2023 | 652,917 | — | 2,433,788 | — | 172,156 | 58,835 | 28,328 | 3,346,024 | | | 2022 | 627,500 | — | 4,155,646 | — | 765,908 | — | 27,535 | 5,576,589 |

  211. SUMMARY COMPENSATION TABLE

    | (1) Reflects the aggregate grant date fair values of the stock awards, computed in accordance with ASC Topic 718. For information on the valuation assumptions used in our computations, see Note 4 to our consolidated financial statements in our Annual Report. See the “Long-Term Incentive Awards” table below for additional information regarding the grant date fair values of the stock awards. |

  212. SUMMARY COMPENSATION TABLE

    The table below sets forth the grant date fair value for the PSUs awarded during the fiscal year ended October 31, 2024 based upon (i) the probable outcome of the performance conditions used for financial reporting purposes in accordance with ASC 718 as of the grant date, and (ii) the maximum outcome of performance conditions under the performance-related component at the level of 200% as of the grant date.

  213. SUMMARY COMPENSATION TABLE

    | Name | Probable Outcome of Performance Conditions Grant Date ($) | Maximum Outcome of Performance Conditions Grant Date ($) | | Satish C. Dhanasekaran | 6,046,243 | 12,092,487 | | Neil P. Dougherty | 2,562,775 | 5,125,551 | | Soon Chai Gooi | 2,320,253 | 4,640,506 | | Ingrid A. Estrada | 1,592,952 | 3,185,905 | | Mark A. Wallace | 1,422,353 | 2,844,705 |

  214. SUMMARY COMPENSATION TABLE

    | (2) Amounts consist of STI awards earned by our NEOs during Fiscal Year 2024 under the STI Plan. |

  215. SUMMARY COMPENSATION TABLE

    | (3) Amounts represent the change in pension value for the Retirement Plan, the Supplemental Benefit Retirement Plan, and the Excess Benefit Retirement Plan, as applicable. Please see the Section “Pension Benefits” below for greater detail regarding how such amounts were calculated. |

  216. SUMMARY COMPENSATION TABLE

    | (4) Amounts for Fiscal Year 2024 reflected in the “All Other Compensation” table below. |

  217. SUMMARY COMPENSATION TABLE

    | (5) Amounts included for Mr. Gooi, with the exception of stock awards, are shown in U.S. Dollars but were paid to him in Malaysian Ringgit. To convert the amounts paid in U.S. Dollars, we used the exchange rate as of the last business day of the applicable Fiscal Year (for Fiscal Year 2024 amounts, an exchange rate of 4.37886 Malaysian Ringgits per U.S. Dollar as of October 31, 2024). |

  218. SUMMARY COMPENSATION TABLE

    | 68 2025 Proxy Statement | |

  219. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  220. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Satish C. Dhanasekaran | 11/15/2023 | 253,125 | 506,250 | 1,012,500 | | | | | | | | 11/15/2023 | 56,250 | 112,500 | 225,000 | | | | | | | | 5/15/2024 | 253,125 | 506,250 | 1,012,500 | | | | | | | | 11/15/2023 | | | | 11,715 | 23,430 | 46,860 | | 3,120,642 | | | 11/15/2023 | | | | 4,881 | 19,525 | 39,050 | | 2,925,602 | | | 11/15/2023 | | | | | | | 31,240 | 4,160,856 | | Neil P. Dougherty | 11/15/2023 | 146,250 | 292,500 | 585,000 | | | | | | | | 11/15/2023 | 32,500 | 65,000 | 130,000 | | | | | | | | 5/15/2024 | 146,250 | 292,500 | 585,000 | | | | | | | | 11/15/2023 | | | | 4,965 | 9,931 | 19,862 | | 1,322,710 | | | 11/15/2023 | | | | 2,069 | 8,276 | 16,552 | | 1,240,065 | | | 11/15/2023 | | | | | | | 13,241 | 1,763,569 | | Soon Chai Gooi | 11/15/2023 | 101,635 | 203,269 | 406,538 | | | | | | | | 5/15/2024 | 110,330 | 220,659 | 441,319 | | | | | | | | 11/15/2023 | | | | 4,495 | 8,991 | 17,982 | | 1,197,511 | | | 11/15/2023 | | | | 1,873 | 7,493 | 14,986 | | 1,122,742 | | | 11/15/2023 | | | | | | | 11,989 | 1,596,815 | | Ingrid A. Estrada | 11/15/2023 | 117,045 | 234,090 | 468,180 | | | | | | | | 11/15/2023 | 26,010 | 52,020 | 104,040 | | | | | | | | 5/15/2024 | 117,045 | 234,090 | 468,180 | | | | | | | | 11/15/2023 | | | | 3,086 | 6,173 | 12,346 | | 822,182 | | | 11/15/2023 | | | | 1,286 | 5,144 | 10,288 | | 770,771 | | | 11/15/2023 | | | | | | | 8,231 | 1,096,287 | | Mark A. Wallace | 11/15/2023 | 140,006 | 280,013 | 560,025 | | | | | | | | 11/15/2023 | 31,113 | 62,225 | 124,450 | | | | | | | | 5/15/2024 | 140,006 | 280,013 | 560,025 | | | | | | | | 11/15/2023 | | | | 2,756 | 5,512 | 11,024 | | 734,143 | | | 11/15/2023 | | | | 1,148 | 4,593 | 9,186 | | 688,209 | | | 11/15/2023 | | | | | | | 7,349 | 978,813 |

  221. GRANTS OF PLAN-BASED AWARDS

    | (1) Reflects the value of the threshold, target and maximum potential STI cash payout established for Fiscal Year 2024 pursuant to the STI Plan. The threshold payment is 50%, target is 100% and maximum is 200% of target. Payouts for the first half performance period in Fiscal Year 2024 could |

  222. GRANTS OF PLAN-BASED AWARDS

    | 70 2025 Proxy Statement | |

  223. GRANTS OF PLAN-BASED AWARDS

    have ranged from 0% to 200%. Payouts for the second half performance period in Fiscal Year 2024 were capped at 100%. Actual payout amounts under this plan are disclosed in the “Summary Compensation Table.” Please see the section “Short-Term Incentives” for greater detail regarding the NEOs’ cash incentive award opportunities, including the applicable performance goals.

  224. GRANTS OF PLAN-BASED AWARDS

    | (2) Reflects the value of awards at threshold, target and maximum number of shares that could be earned with respect to PSUs. Actual payout of these awards, if any, will be in the form of Keysight common stock as determined by the Compensation and Human Capital Committee after the end of the performance period, subject to the achievement of applicable performance metrics. On November 15, 2023, each NEO received a grant of TSR PSUs and OM PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2024 - Fiscal Year 2026 performance period, Each NEO’s TSR PSUs will be measured and paid out based on the performance of Keysight’s common stock as measured against the relative TSR of the S&P 500 Total Return Index. Each NEO’s OM PSUs will be measured and paid out based on annual Non-GAAP OM achievement as compared to annual OM goals. The annual achievement in comparison to target is averaged over the three-year performance period to determine the OM payout for that performance period. Please see the section “Long-Term Incentives” for greater detail regarding the TSR and OM PSU grants made to NEOs in Fiscal Year 2024. Each NEO’s OM PSUs appear above their respective TSR PSUs in this table. PSU awards granted on November 15, 2023, are subject to the applicable NEO being employed through the determination date or retirement eligible. |

  225. GRANTS OF PLAN-BASED AWARDS

    | (3) Reflects the number of shares subject to time-based RSUs, which vest annually over four years from the grant date, subject to the applicable NEO being employed through the applicable vesting date or being retirement eligible. |

  226. GRANTS OF PLAN-BASED AWARDS

    | (4) Reflects the aggregate grant date fair values of the RSUs and PSUs, computed in accordance with ASC Topic 718. |

  227. GRANTS OF PLAN-BASED AWARDS

    | | 2025 Proxy Statement 71 |

  228. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on the performance-based stock awards and restricted stock units held by our NEOs as of October 31, 2024. None of our NEOs have outstanding stock option awards.

  229. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(2) | | Satish C. Dhanasekaran | 11/18/2020(4) | 3,642 | 542,694 | — | — | | | 11/17/2021(4) | 6,428 | 957,836 | — | — | | | 5/18/2022(4) | 2,013 | 299,957 | — | — | | | 11/16/2022(4) | 15,729 | 2,343,778 | — | — | | | 11/15/2023(4) | 31,240 | 4,655,072 | — | — | | | 11/17/2021(5) | 10,770 | 1,604,838 | — | — | | | 11/17/2021(6) | 0 | 0 | — | — | | | 5/18/2022(7) | 3,372 | 502,462 | — | — | | | 5/18/2022(8) | 0 | 0 | — | — | | | 11/16/2022(9) | — | — | 15,729 | 2,343,778 | | | 11/16/2022(10) | — | — | 3,145 | 468,636 | | | 11/15/2023(11) | — | — | 23,430 | 3,491,304 | | | 11/15/2023(12) | — | — | 19,525 | 2,909,420 | | Total | | 73,194 | 10,906,638 | 61,829 | 9,213,139 | | Neil P. Dougherty | 11/18/2020(4) | 2,759 | 411,119 | — | — | | | 11/17/2021(4) | 4,301 | 640,892 | — | — | | | 11/16/2022(4) | 8,028 | 1,196,252 | — | — | | | 11/15/2023(4) | 13,241 | 1,973,041 | — | — | | | 11/17/2021(5) | 7,205 | 1,073,617 | — | — | | | 11/17/2021(6) | 0 | 0 | — | — | | | 5/18/2022(13) | — | — | 22,438 | 3,343,486 | | | 11/16/2022(9) | — | — | 8,027 | 1,196,103 | | | 11/16/2022(10) | — | — | 1,605 | 239,161 | | | 11/15/2023(11) | — | — | 9,931 | 1,479,818 | | | 11/15/2023(12) | — | — | 8,276 | 1,233,207 | | Total | | 35,534 | 5,294,921 | 50,277 | 7,491,776 |

  230. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 72 2025 Proxy Statement | |

  231. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(2) | | Soon Chai Gooi | 11/18/2020(4) | 2,395 | 356,879 | — | — | | | 11/17/2021(4) | 3,214 | 478,918 | — | — | | | 11/16/2022(4) | 6,364 | 948,300 | — | — | | | 11/15/2023(4) | 11,989 | 1,786,481 | — | — | | | 11/17/2021(5) | 5,385 | 802,419 | — | — | | | 11/17/2021(6) | 0 | 0 | — | — | | | 5/18/2022(13) | — | — | 12,822 | 1,910,606 | | | 11/16/2022(9) | — | — | 6,364 | 948,300 | | | 11/16/2022(10) | — | — | 1,272 | 189,541 | | | 11/15/2023(11) | — | — | 8,991 | 1,339,749 | | | 11/15/2023(12) | — | — | 7,493 | 1,116,532 | | Total | | 29,347 | 4,372,996 | 36,942 | 5,504,727 | | Ingrid A. Estrada | 11/18/2020(4) | 1,637 | 243,929 | — | — | | | 11/17/2021(4) | 2,332 | 347,491 | — | — | | | 11/16/2022(4) | 4,193 | 624,799 | — | — | | | 11/15/2023(4) | 8,037 | 1,197,593 | — | — | | | 11/17/2021(5) | 4,002 | 596,338 | — | — | | | 11/17/2021(6) | 0 | 0 | — | — | | | 5/18/2022(13) | — | — | 12,822 | 1,910,606 | | | 11/16/2022(9) | — | — | 4,293 | 639,700 | | | 11/16/2022(10) | — | — | 858 | 127,851 | | | 11/15/2023(11) | — | — | 6,173 | 919,839 | | | 11/15/2023(12) | — | — | 5,144 | 766,507 | | Total | | 20,201 | 3,010,151 | 29,290 | 4,364,503 |

  232. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2025 Proxy Statement 73 |

  233. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(2) | | Mark A. Wallace | 11/18/2020(4) | 1,851 | 275,818 | — | — | | | 11/17/2021(4) | 2,412 | 359,412 | — | — | | | 11/16/2022(4) | 4,350 | 648,194 | — | — | | | 11/15/2023(4) | 7,176 | 1,069,296 | — | — | | | 11/17/2021(5) | 4,138 | 616,603 | — | — | | | 11/17/2021(6) | 0 | 0 | — | — | | | 5/18/2022(13) | — | — | 12,822 | 1,910,606 | | | 11/16/2022(9) | — | — | 4,455 | 663,840 | | | 11/16/2022(10) | — | — | 891 | 132,768 | | | 11/15/2023(11) | — | — | 5,512 | 821,343 | | | 11/15/2023(12) | — | — | 4,593 | 684,403 | | Total | | 19,927 | 2,969,322 | 28,273 | 4,212,960 |

  234. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Amounts reflect unvested RSUs as of the end of Fiscal Year 2024 for each NEO under the LTI Program. Please see the section “Potential Payments Upon Termination or Change in Control” for additional information regarding the treatment of unvested RSUs in connection with certain terminations of service a change in control. |

  235. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) The market values of the unvested RSUs and PSUs (whether earned but unvested or unearned and unvested) are calculated by multiplying the number of units shown in the table by $149.01, the closing price of Keysight common stock as of October 31, 2024, which was the last business day of Fiscal Year 2024. |

  236. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Amounts reflect multiple unearned and unvested PSU awards that are outstanding simultaneously as of the end of Fiscal Year 2024 for each NEO under the LTI Program. Please see the section “Potential Payments Upon Termination or Change in Control” for additional information regarding the treatment of unvested PSUs in connection with certain terminations of service a change in control. |

  237. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) The RSUs vest at the rate of 25% per year from the grant date, subject to the applicable NEO being employed through each vesting date or retirement eligible. |

  238. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Represents PSUs granted in Fiscal Year 2022 that were earned based on Keysight’s Non-GAAP OM for the Fiscal Year 2022 through Fiscal Year 2024 performance period, subject to the applicable NEO being employed through the date that the Compensation and Human Capital Committee determined the payout. |

  239. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) Represents PSUs granted in Fiscal Year 2022 that were earned based on Keysight’s relative TSR for the Fiscal Year 2022 through Fiscal Year 2024 performance period, subject to the applicable NEO being employed through the date that the Compensation and Human Capital Committee determined the payout. |

  240. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) Represents OM PSUs granted on May 18, 2022 to Mr. Dhanasekaran in connection with his appointment as President and Chief Executive Officer, that were earned based on improving profitability as measured by Keysight’s Non-GAAP OM for the Fiscal Year 2022 through Fiscal Year 2024 performance period, subject to Mr. Dhanasekaran being employed through the date that the Compensation and Human Capital Committee determined the payout. |

  241. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) Represents TSR PSUs granted on May 18, 2022 to Mr. Dhanasekaran in connection with his appointment as President and Chief Executive Officer, that were earned based on the performance of Keysight’s common stock as measured against the TSR of the S&P 500 Total Return Index for the Fiscal Year 2022 through Fiscal Year 2024 performance period, subject to Mr. Dhanasekaran being employed through the date that the Compensation and Human Capital Committee determined the payout. |

  242. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) On November 16, 2022, each NEO received a grant of OM PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2023 through Fiscal Year 2025 performance period, subject to the applicable NEO being employed through the date that the Compensation and Human Capital Committee determined the payout. Each NEO’s OM PSUs will be measured and paid out based on improving profitability as measured by Non-GAAP OM. The OM PSUs are shown at the target amount because the performance for the first two years of the three year performance period did not exceed target. |

  243. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (10) On November 16, 2022, each NEO received a grant of TSR PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2023 through Fiscal Year 2025 performance period, subject to the applicable NEO being employed through the date that the Compensation and Human Capital Committee determined the payout. Each NEO’s TSR PSUs will be measured and paid out based on the performance of Keysight’s common stock as measured against the TSR of the S&P 500 Total Return Index. The TSR PSUs are shown at the threshold amount because the performance for the first two years of the three-year performance period did not exceed threshold. |

  244. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (11) On November 15, 2023, each NEO received a grant of OM PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2024 through Fiscal Year 2026 performance period, subject to the applicable NEO being employed through the date that the Compensation and Human |

  245. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 74 2025 Proxy Statement | |

  246. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    Capital Committee determined the payout. Each NEO’s OM PSUs will be measured and paid out based on improving profitability as measured by Non-GAAP OM. The OM PSUs are shown at the target amount because the performance for the first year of the three-year performance period did not exceed target. Please see the section “Long-Term Incentives” for greater detail regarding the TSR and OM PSU grants made to NEOs in Fiscal Year 2024

  247. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (12) On November 15, 2023, each NEO received a grant of TSR PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2024 through Fiscal Year 2026 performance period. Each NEO’s TSR PSUs will be measured and paid out based on the performance of Keysight’s common stock as measured against the TSR of the S&P 500 Total Return Index. The TSR PSUs are shown at the target amount because the performance for the first year of the three-year performance period did not exceed target. Please see the section “Long-Term Incentives” for greater detail regarding the TSR and OM PSU grants made to NEOs in Fiscal Year 2024. |

  248. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (13) On May 18, 2022, each NEO (other than Mr. Dhanasekaran) was granted Stabilization Awards in the form of PSUs, which will be paid out, if at all, based on achievement of a cumulative non-GAAP EPS goal for the three-year performance period beginning on May 1, 2022 and ending on April 30, 2025. The Stabilization PSUs are not subject to a threshold or maximum payment. The PSUs will payout at 100% if the non-GAAP EPS goal is met. The maximum number of Stabilization Award PSUs that may be earned is shown based on Keysight’s performance through Fiscal Year 2024. Each NEO must be employed through the end of the performance period to receive a payout if any is awarded. Stabilization PSUs are not subject to retirement treatment. |

  249. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2025 Proxy Statement 75 |

  250. STOCK VESTED

    STOCK VESTED The following table sets forth information on stock vesting in Fiscal Year 2024 and the value realized on the date of vesting by each of our NEOs. In the case of RSUs, the value is based on the closing share price of Keysight’s common stock on the NYSE on the vesting date and, in the case of PSUs based on the closing share price of Keysight’s common stock on the NYSE on the date that the payout is confirmed by the Compensation and Human Capital Committee.

  251. STOCK VESTED

    | | Stock Awards | | | Name | Number of Awards Acquired Upon Vesting(1) | Value Realized on Vesting ($) | | Satish C. Dhanasekaran | 29,548 | 4,420,625 | | Neil P. Dougherty | 16,972 | 2,495,834 | | Soon Chai Gooi | 13,690 | 2,000,162 | | Ingrid A. Estrada | 9,878 | 1,447,481 | | Mark A. Wallace | 10,521 | 1,537,805 |

  252. STOCK VESTED

    | (1) Amounts reflect the shares issued pursuant to PSUs granted in Fiscal Year 2022 pursuant to the LTI Program for the Fiscal Year 2022 through Fiscal Year 2024 performance period that were paid out in Fiscal Year 2025 in addition to restricted stock units that vested during Fiscal Year 2024. |

  253. STOCK VESTED

    | 76 2025 Proxy Statement | |

  254. PENSION BENEFITS

    PENSION BENEFITS The following table shows the estimated present value of accumulated benefits payable, including benefits payable on retirement to our NEOs under the Keysight Technologies, Inc. Retirement Plan (the “Retirement Plan”), the Deferred Profit-Sharing Plan, the Supplemental Benefit Retirement Plan, and the Excess Benefit Retirement Plan. Years of service and years of credited service under the Retirement Plan include years of service and years of credited service under the Hewlett Packard Retirement Plan and the Agilent Technologies, Inc. Retirement Plan. The present value of accumulated benefit is calculated using the assumptions under Accounting Standards Codification Topic 715: Compensation— Retirement Benefits for the fiscal year end measurement (as of October 31, 2024). The present value is based on a lump sum interest rate of 5.5%. See also Note 12 to Keysight’s consolidated financial statements in its Annual Report on Form 10-K for the Fiscal Year 2024 as filed with the SEC on December 17, 2024.

  255. PENSION BENEFITS

    | Name | Plan Name(1)(2) | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Satish C. Dhanasekaran | Retirement Plan | 18.8 | 311,140 | — | | | Supplemental Benefit Retirement Plan | 18.8 | 261,744 | — | | Neil P. Dougherty | Retirement Plan | 28.3 | 607,873 | — | | | Supplemental Benefit Retirement Plan | 28.3 | 342,362 | — | | Soon Chai Gooi(3) | N/A | — | — | — | | Ingrid A. Estrada | Deferred Profit-Sharing Plan | 30.0 | 56,138 | — | | | Retirement Plan | 30.0 | 742,436 | — | | | Supplemental Benefit Retirement Plan | 30.0 | 280,744 | — | | Mark A. Wallace | Deferred Profit-Sharing Plan | 30.0 | 135,150 | — | | | Retirement Plan | 30.0 | 666,959 | — | | | Supplemental Benefit Retirement Plan | 30.0 | 274,351 | — |

  256. PENSION BENEFITS

    | (1) Employees must be at least 65 years of age and older in order to receive the full benefit under the Retirement Plan. Benefit payments from the Retirement Plan received prior to age 65 are reduced for “early” distribution. None of the NEOs are eligible for full benefits under the Retirement Plan as of October 31, 2024. |

  257. PENSION BENEFITS

    | (2) To the extent applicable, a portion of each NEO’s Supplemental Benefit Retirement Plan benefits includes accrued benefits in the Excess Benefit Retirement Plan. |

  258. PENSION BENEFITS

    | (3) Mr. Gooi does not live in the United States and is not eligible to participate in the Retirement Plan or Supplemental Benefit Retirement Plan but is a participant in the Malaysian Defined Contribution Plan. |

  259. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The Deferred Compensation Plan is available to all active employees on our U.S. payroll with total target cash salary, including the STI Plan, greater than or equal to $345,000 for 2024. There are four types of earnings that may be deferred under the Deferred Compensation Plan:

  260. NON-QUALIFIED DEFERRED COMPENSATION

    | • | Up to 100% of annual base pay earnings in excess of the U.S. Internal Revenue Service qualified plan limit of $345,000 for 2024; |

  261. NON-QUALIFIED DEFERRED COMPENSATION

    | • | Up to 95% of cash compensation paid under the STI Plan; |

  262. NON-QUALIFIED DEFERRED COMPENSATION

    | • | Up to 95% of performance-based compensation paid out in accordance with the terms of Keysight’s LTP Program. Awards under this program are paid out in the form of shares of our common stock; and |

  263. NON-QUALIFIED DEFERRED COMPENSATION

    | • | Up to 95% of new executive stock awards. |

  264. NON-QUALIFIED DEFERRED COMPENSATION

    Deferral elections may be made annually and can be part of overall tax planning for executives. There are several hypothetical investment options available under the Deferred Compensation Plan, which generally mirror the investment choices under the tax-qualified 401(k) Plan. All hypothetical investment choices are made by the participant. Based on market performance, dividends and interest are credited to participants’ hypothetical accounts from the investment funds that the participant has elected. At the time participation is elected, employees must also elect payout in one of two forms that can commence upon termination or be delayed by an additional one, two-, or three-years following termination:

  265. NON-QUALIFIED DEFERRED COMPENSATION

    | • | A single lump sum payment; or |

  266. NON-QUALIFIED DEFERRED COMPENSATION

    | • | Annual installments over a five-to-15-year period. |

  267. NON-QUALIFIED DEFERRED COMPENSATION

    Unless a participant has elected to delay distribution of payments as described above, payouts are distributed to eligible participants in January of the year following termination, if termination occurs during the first six months of the calendar year, or in July of the year following termination where termination occurs during the second half of the calendar year. No early distributions or withdrawals are allowed, except in the event of an unforeseeable emergency, death, or where the participant elected to make an in-service distribution on a fixed date. Although the Deferred Compensation Plan is unfunded, Keysight has established a rabbi trust as a source of funds to make payments under the Deferred Compensation Plan. The table below provides information on the non-qualified deferred compensation of our NEOs for Fiscal Year 2024 under the Deferred Compensation Plan (“DCP”) and certain fully vested restricted stock units (“DSUs”) that were deferred outside of the DCP.

  268. NON-QUALIFIED DEFERRED COMPENSATION

    | | 2025 Proxy Statement 81 |

  269. NON-QUALIFIED DEFERRED COMPENSATION

    Keysight also maintains a frozen Deferred Compensation Plan for deferrals made prior to January 1, 2005, pursuant to the Agilent Deferred Compensation Plan. The frozen Deferred Compensation Plan no longer accepts deferrals but allows the same investment choices and hypothetical investments as the Deferred Compensation Plan.

  270. NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Plan | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year-End(3) ($) | | Satish C. Dhanasekaran | DCP | 158,906 | — | 1,093,842 | — | 5,554,207 | | Neil P. Dougherty(4) | DCP | 149,094 | — | 1,238,297 | — | 6,700,950 | | | DSUs | — | — | 656,530 | — | 3,628,692 | | Soon Chai Gooi(5) | DCP | — | — | — | — | — | | Ingrid A. Estrada(6) | DCP | — | — | 218,700 | — | 1,208,769 | | | DSUs | — | — | 164,132 | — | 907,173 | | Mark A. Wallace | DCP | — | — | 610,744 | — | 3,665,206 |

  271. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) The amounts include base pay deferrals, short-term cash incentive award deferrals paid under the Performance-Based Compensation Plan, as well as deferrals representing the value of the fully vested shares based on the closing share price of Keysight common stock on the vesting date paid out in accordance with the terms of Keysight’s LTP Program for Fiscal Year 2024. The base pay portion of the amounts reflected above is included in the amount reported as “Salary” in the Summary Compensation Table for Fiscal Year 2024 for Mr. Dhanasekaran, $18,000. The short-term cash incentive award portion of the amounts reflected above is included in the amount reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for Fiscal Year 2024 as follows: for Mr. Dhanasekaran, $140,906 and Mr. Dougherty, $149,094. The amounts reflected above do not include performance shares under the LTI Program based on grants that were made in Fiscal Year 2024 as no deferrals were elected. |

  272. NON-QUALIFIED DEFERRED COMPENSATION

    | (2) The amounts reflected are not included in the Summary Compensation Table for Fiscal Year 2024. These amounts consist of dividends, interest, and change in market value (including with respect to shares) attributed to each executive officer’s entire account balance during Fiscal Year 2024, which balance may include deferred compensation from previous periods. The amounts do not include the deferred compensation itself. Such earnings were not preferential or above-market. |

  273. NON-QUALIFIED DEFERRED COMPENSATION

    | (3) The following amounts included in this column for the DCP have also been reported in the Summary Compensation Table as compensation for a prior fiscal year: Mr. Dhanasekaran, $1,425,263 and Mr. Dougherty, $2,252,473. The aggregate grant date fair value of the fully vested deferred performance shares under the LTI Program included in this column for the DCP was reported in the Summary Compensation Table as compensation for a prior Fiscal Year for Mr. Dougherty, $806,066. The DSU amounts included in this column for Mr. Dougherty and Ms. Estrada represent the market value of the shares underlying their DSUs, which were originally granted on November 5, 2014. The aggregate grant date fair value of the DSUs included in this column for Mr. Dougherty was reported in the summary Compensation Table as compensation for a prior Fiscal Year in the amount of $734,943. |

  274. NON-QUALIFIED DEFERRED COMPENSATION

    | (4) On November 5, 2014, Mr. Dougherty was granted restricted stock units covering 48,701 shares of Keysight common stock, and he elected to defer the settlement of fifty percent (50%) of those shares until his separation from service pursuant to the terms of the Stock Plan (in which case settlement shall occur within 15 days after the 6-month anniversary of such separation (or, if earlier, within 15 days after his death)). |

  275. NON-QUALIFIED DEFERRED COMPENSATION

    | (5) Mr. Gooi does not live in the United States and is not eligible to participate in the Deferred Compensation Plan. |

  276. NON-QUALIFIED DEFERRED COMPENSATION

    | (6) On November 5, 2014, Ms. Estrada was granted restricted stock units covering 24,350 shares of Keysight common stock, and she elected to defer the settlement of twenty-five percent (25%) of those shares until her separation from service pursuant to the terms of the Stock Plan (in which case settlement shall occur within 15 days after the 6-month anniversary of such separation (or, if earlier, within 15 days after her death)). |

  277. NON-QUALIFIED DEFERRED COMPENSATION

    | 82 2025 Proxy Statement | |

  278. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Set forth below is a description of the plans and agreements that could result in potential payments to our NEOs in the case of their termination of employment and/or a change of control of Keysight.

  279. TERMINATION AND CHANGE OF CONTROL TABLE

    | (11) For information regarding potential payments upon termination under the Deferred Compensation Plan or other similar arrangement and the Retirement Plan, and the Supplemental Benefit Retirement Plan, in which our NEOs participate, see “Non-Qualified Deferred Compensation” and “Pension Benefits” above. |

  280. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, Keysight is providing the following information about the relationship of the annual total compensation of its employees to the annual total compensation of Mr. Dhanasekaran, our current President and CEO. To understand this disclosure, we believe that it is important to give context to Keysight’s operations. Keysight’s corporate headquarters is in Santa Rosa, California and has employees in over 30 countries. As a global organization, approximately 67% of Keysight’s employees were located outside of the U.S. as of October 31, 2024. The countries with the largest number of our employees are the United States, Malaysia, India, China, and Germany. Keysight is engaged in a very competitive industry, and its success depends on its ability to attract, motivate, and retain highly qualified, talented, and creative employees. Consistent with our executive compensation program, Keysight’s global compensation program is designed to be competitive in terms of both the position and the geographic location in which an employee is located. Accordingly, our pay structures vary among our employees based on position, geographic location, and consideration of local competitive market practices.

  281. PAY RATIO

    PAY RATIO For Keysight’s Fiscal Year 2024:

  282. PAY RATIO

    | • | The median of the annual total compensation of all Keysight’s employees, other than those serving in the principal executive officer role was $111,270. |

  283. PAY RATIO

    | • | Mr. Dhanasekaran’s annual total compensation, as reported in the “Total” column of the “Summary Compensation Table” was $12,353,260. |

  284. PAY RATIO

    Based on this information, the ratio of the annual total compensation of Mr. Dhanasekaran to the median of the annual total compensation of all Keysight’s employees other than Mr. Dhanasekaran is estimated to be 111 to 1.

  285. IDENTIFICATION OF MEDIAN EMPLOYEE

    | PAY VERSUS PERFORMANCE DISCLOSURE |

  286. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  287. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for First PEO(1) | Compensation Actually Paid to First PEO(2) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to Second PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Company- Selected Measure: Non-GAAP EPS(5) | | | | | | | | | Company TSR(3) | S&P 500 Information Technology(3),(4) | | | | (a) | (b)(1) | (c)(1) | (b)(2) | (c)(2) | (d) | (e) | (f) | (g) | (h) | (i) | | Fiscal Year 2024 | $12,353,196 | $12,926,242 | N/A | N/A | $4,628,656 | $5,193,905 | $142.09 | $231.83 | $614 | $6.27 | | Fiscal Year 2023 | $10,750,924 | $1,202,075 | N/A | N/A | $4,716,675 | ($2,927,770) | $116.38 | $153.29 | $1,057 | $8.33 | | Fiscal Year 2022 | $9,499,068 | $10,547,936 | $19,806,359 | $22,749,122 | $6,530,106 | $7,590,753 | $166.06 | $117.16 | $1,124 | $7.63 | | Fiscal Year 2021 | N/A | N/A | $18,566,410 | $54,695,186 | $5,023,313 | $12,061,622 | $171.66 | $146.93 | $894 | $6.23 |

  288. PAY VERSUS PERFORMANCE TABLE

    | (1) The dollar amounts reported in column (b)(1) for the PEO 1 are the amounts of compensation reported in the “Total” column of the Summary Compensation Table for Fiscal Year 2023 and Fiscal Year 2022, as PEO 1 was appointed as our President and Chief Executive Officer on May 1, 2022. The dollar amounts reported in column (b)(2) for the PEO 2 are the amounts of compensation reported in the “Total” column of the Summary Compensation Table for Fiscal Year 2022 and Fiscal Year 2021, as PEO 2 served as our President and Chief Executive Officer through April 30, 2022. The table below sets forth the Non-PEO NEO’s for Fiscal Years 2024, 2023, 2022 and 2021. |

  289. PAY VERSUS PERFORMANCE TABLE

    | Year | Non-PEO NEOs | | 2024 | Neil P. Dougherty, Soon Chai Gooi, Ingrid A. Estrada and Mark A. Wallace | | 2023 | Neil P. Dougherty, Ronald S. Nersesian, Soon Chai Gooi, Ingrid A. Estrada and Mark A. Wallace | | 2022 | Neil P. Dougherty, Soon Chai Gooi, Ingrid A. Estrada and Mark A. Wallace | | 2021 | Satish C. Dhanasekaran, Ronald S. Nersesian, Soon Chai Gooi and Mark A. Wallace |

  290. PAY VERSUS PERFORMANCE TABLE

    | 90 2025 Proxy Statement | |

  291. PAY VERSUS PERFORMANCE TABLE

    | (2) Compensation Actually Paid (“CAP”) reflects the exclusions and inclusions for the PEOs and Non-PEO NEOs set forth below. |

  292. PAY VERSUS PERFORMANCE TABLE

    | PEO 1 | | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Summary Compensation Table Total | | $12,353,196 | $10,750,924 | $9,499,068 | — | | - | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | ($10,207,099) | ($8,592,791) | ($7,651,981) | — | | + | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $10,348,808 | $5,177,615 | $7,809,409 | — | | + | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | — | | ± | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $623,399 | ($3,643,474) | $338,172 | — | | ± | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $525,212 | ($2,463,879) | $493,903 | — | | - | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($602,643) | $0 | $0 | — | | + | Value of Dividends Paid During Fiscal Year not Otherwise Included in Fair Value Amounts | $0 | $0 | $0 | — | | - | Change in Pension Value During Fiscal Year | ($167,678) | ($70,599) | $0 | — | | + | Pension Service Cost During Fiscal Year | $53,047 | $44,279 | $59,365 | — | | Compensation Actually Paid | | $12,926,242 | $1,202,075 | $10,547,936 | — |

  293. PAY VERSUS PERFORMANCE TABLE

    | PEO 2 | | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Summary Compensation Table Total | | — | — | $19,806,359 | $18,566,410 | | - | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | — | — | ($17,025,814) | ($15,058,182) | | + | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | — | — | $15,989,333 | $25,677,845 | | + | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | $165,796 | $151,046 | | ± | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | — | — | $1,144,557 | $13,524,233 | | ± | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | — | $2,570,758 | $11,946,648 | | - | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | $0 | $0 | | + | Value of Dividends Paid During Fiscal Year not Otherwise Included in Fair Value Amounts | — | — | $0 | $0 | | - | Change in Pension Value During Fiscal Year | — | — | ($38,859) | ($249,447) | | + | Pension Service Cost During Fiscal Year | — | — | $136,992 | $136,633 | | Compensation Actually Paid | | — | — | $22,749,122 | $54,695,186 |

  294. PAY VERSUS PERFORMANCE TABLE

    | | 2025 Proxy Statement 91 |

  295. PAY VERSUS PERFORMANCE TABLE

    | Average Non-PEO Named Executive Officers | | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Summary Compensation Table Total | | $4,628,656 | $4,716,675 | $6,530,106 | $5,023,313 | | - | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | ($3,333,454) | ($3,431,697) | ($5,091,207) | ($3,102,745) | | + | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $3,366,063 | $2,163,086 | $5,503,564 | $5,328,179 | | + | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $12,940 | $33,434 | $11,575 | $5,483 | | ± | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $659,430 | ($3,484,161) | $189,296 | $2,535,669 | | ± | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $205,089 | ($2,909,465) | $423,277 | $2,317,599 | | - | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($220,847) | $0 | $0 | $0 | | + | Value of Dividends Paid During Fiscal Year not Otherwise Included in Fair Value Amounts | $0 | $0 | $0 | $0 | | - | Change in Pension Value During Fiscal Year | ($139,189) | ($52,282) | $0 | ($75,077) | | + | Pension Service Cost During Fiscal Year | $15,219 | $36,640 | $24,142 | $29,201 | | Average Compensation Actually Paid to Named Executive Officers | | $5,193,905 | ($2,927,770) | $7,590,753 | $12,061,622 |

  296. PAY VERSUS PERFORMANCE TABLE

    | (3) Dollar values assume $100 was invested for the cumulative period from October 31 2021, through the end of the listed fiscal year, in either the Company or the peer group, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. |

  297. PAY VERSUS PERFORMANCE TABLE

    | (4) For purposes of this disclosure, the peer group used is the S&P Information Technology Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended October 31, 2024. |

  298. PAY VERSUS PERFORMANCE TABLE

    | (5) “Adjusted Non-GAAP EPS” was determined to be the “most important” financial performance metric used to link performance to CAP for Fiscal Year 2024. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended October 31, 2024, filed with the SEC on December 17, 2024. |