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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
KEYSIGHT TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
 
 
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
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Dear Stockholders:

 
Keysight Technologies, Inc.
1400 Fountaingrove Parkway
Santa Rosa, California 95403

January 24, 2022





IT IS A PRIVILEGE TO SERVE AS CHAIR, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF KEYSIGHT. WE HAVE AN INCREDIBLY KNOWLEDGEABLE, COMMITTED AND ENGAGED WORKFORCE, MANAGEMENT TEAM, AND BOARD OF DIRECTORS FOCUSED ON DRIVING VALUE CREATION FOR ALL OF OUR STOCKHOLDERS. CHAIR

On behalf of the board of directors (“Board of Directors” or “Board”) of Keysight Technologies, Inc. (“Keysight”), I am pleased to invite you to attend our 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). To support the health and well-being of our stockholders, employees, and Board in light of the continuing COVID-19 pandemic, the Keysight Technologies, Inc. 2022 Annual Meeting will be held on Thursday, March 17, 2022 at 8:00 a.m., Pacific Time, virtually via the Internet at https://meetnow.global/MQ7GZR6. Stockholders of record as of the close of business on January 18, 2022 are entitled to vote.
 
You can attend the 2022 Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above- mentioned internet site. We are committed to affording stockholders the ability to participate at the virtual meeting to the same extent as they would at an in-person meeting. We hope that the circumstances next year will allow us to resume our historical practice of holding an in-person annual meeting of stockholders. Details regarding how to access the virtual meeting via the internet and the business to be conducted at the meeting are more fully described in the accompanying Notice of 2022 Annual Meeting and Proxy Statement.
 
Macro dynamics, including COVID-19 disruption and supply chain constraints, continue to create uncertainty. Despite these challenges, Keysight remains focused on executing against our software-centric solutions strategy to deliver differentiated solutions that enable our customers to accelerate innovation to connect and secure the world. For the past seven years, this strategy and our operating model has yielded strong results for stockholders, and we remain confident in our ability to continue creating value. At the same time, Keysight is committed to corporate social responsibility and diversity, equity, and inclusion and we’ve established measurable goals in both areas to make meaningful progress.
 
It is a privilege to serve as Chair, President, and Chief Executive Officer of Keysight. We have an incredibly knowledgeable, committed, and engaged workforce, management team, and Board of Directors focused on driving value creation for all of our stakeholders.
 
On behalf of our Board of Directors, thank you for being a Keysight stockholder and for your continued support of Keysight.
 
Sincerely,
 

 
Ronald S. Nersesian
Chair, President and Chief Executive Officer

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
VIRTUAL MEETING LOGISTICS
DATE: Thursday, March 17, 2022
TIME: 8:00 a.m., Pacific Time
LIVE WEBCAST: https://meetnow.global/MQ7GZR6 access begins at 7:30 a.m. Pacific Time. To access the meeting, copy and paste the URL into your preferred browser. Please note that Internet Explorer is not supported.
The Notice of 2022 Annual Meeting, Proxy Statement, and the Annual Report on Form 10-K for the fiscal year ended October 31, 2021 are available free of charge at www.envisionreports.com/KEYS
ITEMS OF BUSINESS
Elect four directors to a 3-year term;
Ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm;
Approve, on a non-binding advisory basis, the compensation of Keysight’s named executive officers;
Approve an amendment to Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors; and
Consider such other business as may properly come before the meeting.
IMPORTANT MEETING INFORMATION
Record Date
Stockholders of record as of close of business on January 18, 2022 (“Record Date”) will be entitled to vote and participate in the 2022 Annual Meeting.
How to Attend the 2022 Annual Meeting
This year’s Annual Meeting will take place entirely online. If you are a stockholder of record, you may attend and vote at the 2022 Annual Meeting by visiting https://meetnow.global/MQ7GZR6 and entering the control number included on your Notice of Internet Availability of Proxy Materials (“Notice”) or on your proxy card that accompanied your proxy materials (if you received a printed copy of the proxy materials). If you are a beneficial owner of shares held in “street name” (meaning, if you hold your shares through a broker, bank, or other nominee), you may attend and vote at the 2022 Annual meeting by visiting https://meetnow.global/MQ7GZR6 and entering the control number on your voting instruction form, or you may register in advance to attend the 2022 Annual Meeting and to vote your shares or ask questions during the Annual Meeting. Please see pages 90-91 in the “Frequently Asked Questions” section of this Proxy Statement for more information.
By Order of the Board of Directors,

Jeffrey K. Li
Senior Vice President, General Counsel and Secretary
Santa Rosa, California
January 24, 2022
YOUR VOTE IS IMPORTANT. PLEASE VOTE.

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PROXY SUMMARY
This summary provides an overview of selected information in this year’s Proxy Statement. We encourage you to read the entire Proxy Statement before voting. In this Proxy Statement, the terms “Keysight,” “we,” and “our” refer to Keysight Technologies Inc. Information presented in this Proxy Statement is based on Keysight’s fiscal year starting with November 1 and ending on October 31 of each year (“Fiscal Year” or “FY”), unless specifically stated otherwise.
ANNUAL MEETING OF STOCKHOLDERS
Date & Time:
Thursday, March 17, 2022 at 8:00 a.m. Pacific Time
Location:
https://meetnow.global/MQ7GZR6
Record Date:
January 18, 2022
VOTING MATTERS
Stockholders will be asked to vote on the following matters at the 2022 Annual Meeting of Keysight:
Board Recommendation
PROPOSAL 1. Elect four directors to a 3-year term
Vote FOR
each director
nominee
PROPOSAL 2. Ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm

Vote FOR
PROPOSAL 3. Approve, on a non-binding advisory basis, the compensation of
Keysight’s named executive officers
Vote FOR
PROPOSAL 4. Approve an amendment to Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors
Vote FOR

2022 Proxy Statement  i

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KEYSIGHT AT A GLANCE
Keysight is a leading technology company that helps its engineering, enterprise and service provider customers and governments accelerate innovation to connect and secure the world. We provide electronic design and test solutions that are used in simulation design, validation, manufacture, installation, optimization and secure operations of electronics systems in the communications, networking and electronics industries. We also offer customization and optimization services throughout the customer’s product development lifecycle, including start-up assistance, asset management, up-time services, application services and instrument calibration and repair.
32,000+
2,000+
14,000+
145,000+
Customers, including
our indirect channel, in
more than 100 countries
Active US and foreign patents issued or pending
Diverse employees located around the world
Students and future engineers engaged through STEM education in
Fiscal Year 2021
OUR VALUES
At Keysight, we are driven to deliver breakthrough solutions and trusted insight in electronic design, test, manufacture, and optimization to help customers accelerate the innovations that connect and secure the world. Our values guide how we work with each other and how we interact with our customers, our suppliers, our partners, our stockholders, and our communities. Keysight’s values make our culture dynamic, inclusive, inspiring, and powerful, creating a space where innovation and experimentation thrive.
GOVERNANCE HIGHLIGHTS
BOARD COMPOSITION
The Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”) regularly reviews the overall composition of the Board and its committees to assess whether they reflect the appropriate mix of skills, experience, backgrounds and qualifications that are relevant to Keysight’s current and future business and strategy.
Each member of our Board has the necessary qualifications, expertise, and attributes in technology, global business, leadership, and financial literacy to be an effective member of the Board. The table below summarizes the number of Directors possessing each of the skills and experience we have determined are most relevant to the decision to nominate candidates to serve on the Board. Our director nominees’ biographies describe each director’s background and relevant experience in more detail.
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2022 Proxy Statement  iii

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FISCAL YEAR 2021 Board Profile

BOARD REFRESHMENT
Thoughtful consideration is continuously given to the composition of our Board in order to maintain an appropriate mix of experience and qualifications, introduce fresh perspectives, and broaden and diversify the views and experience represented on the Board. To that end, we added one new director to our Board in Fiscal Year 2021. As of the end of Fiscal Year 2021, the average tenure of our Board was 5.3 years.
OUR DIRECTORS1
Committee Memberships (as of January 18, 2022)
Nominee
Age at
Record
Date
Director
Since
Board
Audit &
Finance
Committee
Compensation
and Human Capital
Committee
Executive
Committee
Nominating
& Corporate
Governance
Committee
James G. Cullen
79
October
2014
(C)
Charles J. Dockendorff
67
October
2014
(C)
Richard P. Hamada
63
October
2014
Michelle J. Holthaus
48
May
2021
Paul A. Lacouture
71
March
2019
Ronald S. Nersesian
62
December
2013
(C)
(C)
Jean M. Nye
69
October
2014
(C)
Joanne B. Olsen
63
May
2019
Robert A. Rango
63
November
2015
(C) Chair
Member
(1)
Paul N. Clark retired from the Keysight Board of Directors effective on December 1, 2021
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GOVERNANCE PRACTICES
We are vocal advocates for the adoption of sound corporate governance policies that include strong Board leadership and strategic deliberation, prudent management practices and transparency.
Highlights of our Fiscal Year 2021 governance practices include, among others:
Nine of ten directors are independent

Lead Independent Director with clearly defined role

Independent standing Board committees

Regular meetings of our independent directors without management present

30% of directors are female

10% of directors are Under Represented Minorities (“URM”)

Average Board tenure of 5.3 years (as of end of Fiscal Year 2021)

Annual evaluation of the CEO by independent directors

Annual board self-assessment process
Policies prohibiting hedging, short selling and pledging of our common stock for all employees and directors

Stock ownership guidelines for executive officers and directors

Risk oversight by Board and Committees.

Procedures for stockholders to communicate directly with the Board

Annual advisory vote on executive compensation

Periodic review of Committee charters and Corporate Governance Guidelines

Compensation and Human Capital Committee oversight of human capital management matters
This proxy statement includes a proposal to amend Keysight’s Amended and Restated Certificate of Incorporation to phase out the classification of our board over a three-year period such that, if approved, beginning with the election of directors at the 2025 Annual Meeting of Stockholders, all directors would stand for election annually for one-year terms.
STOCKHOLDER COMMUNICATION
Stockholder communication is essential to our ongoing review of our corporate environmental, social, governance and executive compensation programs and practices. This year, we reached out to stockholders representing over 32% of our outstanding shares and invited them to meet with our General Counsel and Corporate Secretary, our Chief Administrative Officer and Chief of Staff (“CAO”), and our Director of Investor Relations.

2022 Proxy Statement  v

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FISCAL YEAR 2021 FINANCIAL PERFORMANCE
The COVID-19 pandemic continued to create challenges for Keysight in Fiscal Year 2021 in spite of development and increasing availability of the COVID-19 vaccines. Throughout the year, we maintained our focus on our priorities of keeping employees and their families safe and healthy, keeping Keysight strong and helping our communities. Our Fiscal Year began with surging infection rates around the world, impacting operations at major sites such as our facility in India. As vaccines became more readily available in parts of the world, we made plans to bring employees back to work in our facilities, which were halted by the Delta variant. Throughout the year, we continued to limit on site access to employees whose jobs can only be performed on site, and employees who can do so continued to work from home.
Our ability to be resilient and adapt quickly to external changes has been critical to our creation of value for our stockholders, customers and employees notwithstanding the continued challenges presented by the pandemic. In Fiscal Year 2021, we, like most companies, continued to experience supply chain disruptions which impacted our customers, suppliers and vendors, but saw the benefit of our differentiated solutions which helped fuel our growth despite managing longer lead times. Our accomplishments included:
Generally Accepted Accounting Principles (“GAAP”) Revenues
​$4.9B
17.1% YoY growth
GAAP Net Income
$894M
42.6% YoY growth
​Non-GAAP Net Income
$1,164M
26.7% YoY growth
GAAP Earnings Per Share (“EPS”)
$4.78 per share
44.6% YoY growth
​Non-GAAP EPS
$6.23 per share
28.4% YoY growth
LONG TERM STOCKHOLDER VALUE CREATION

(1)
Measured the closing stock price on October 29, 2021 as compared to the closing stock price on October 31, 2016 and October 31, 2018 for the 5 Year and 3 Year TSR, respectively.
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COMPENSATION DISCUSSION AND ANALYSIS HIGHLIGHTS
COMPENSATION POLICIES AND PRACTICES
Our commitment to designing an executive compensation program that is consistent with responsible financial and risk management is reflected in the following policies and practices:
What We Do
What We Don’t Do
Compensation and Human Capital Committee of the Board of Directors (the “Compensation and Human Capital Committee”) is comprised 100% of independent directors

Independent compensation consultant retained by the Compensation and Human Capital Committee

Balance short- and long-term incentives, cash and equity, and fixed and variable pay elements to executive officers

Measurable ESG metric as a component of executive short-term incentive plan

Performance-based equity awards comprising approximately 60% of the overall equity allocation to executive officers

Maximum limits on the amount of annual cash incentives and performance-based restricted stock units (“PSUs”) that may be paid out

Maintain a clawback policy that applies to both cash incentives and equity awards

Annually assess and mitigate compensation risk

Solicit an annual advisory vote on executive compensation

Maintain robust stock ownership guidelines
No employment agreements providing for multi-year guarantees of salary increases, non-performance based bonuses or equity compensation.

No repricing or repurchasing of underwater stock options or stock appreciation rights without stockholder approval

No dividends or dividend equivalents on unearned awards

Prohibitions on executive officers engaging in hedging transactions or pledging our securities as collateral for loans

No single trigger change of control acceleration of vesting for equity awards

No excessive perquisites

No excessive severance benefits

No golden parachute tax gross-ups

2022 Proxy Statement  vii

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INCENTIVE PROGRAM – PAY-FOR-PERFORMANCE HIGHLIGHTS
As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, our named executive officers (“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 philosophy as they relate to our Chief Executive Officer (“CEO”) and NEOs.

(1)
Long Term Incentive Plan (“LTI”)
(2)
Short Term Incentive Plan (“STI”)
FISCAL YEAR 2021 INCENTIVE PLAN RESULTS
Short-Term Incentive Plan Results
Goals
H1 Attainment
% of Target
H2 Attainment
% of Target
Non-GAAP EPS
​113.9%
​118.7%
Keysight Non-GAAP Revenue Growth
​143.0%
226.9%
Keysight Non-GAAP Annualized Recurring Revenue (“ARR”) Growth
210.0%
137.8%
Worldwide Quota (“WWQ”)
108.0%
​110.9%
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LONG-TERM PERFORMANCE PLAN RESULTS
Fiscal Year 2019 - Fiscal Year 2021 Performance Stock Unit (“PSU”) Grants: TSR
TSR Relative to S&P 500 Total Return Index for FY19-FY21
Pay-for-Performance
Results
Threshold
(25% Payout)
Target
(100% Payout)
Maximum
(200% Payout)
40 percentage
points below index
Equals Index
40 percentage
points above index
S&P 500 Total Return Index
65.3%
Keysight TSR
173.7%
108.4 ppts above index
200% Payout
Fiscal Year 2019 - Fiscal Year 2021 PSU Grants: Non-GAAP Operating Margin (“OM”)
Non-GAAP OM Goals for FY19-FY21
​Actual OM Achievement
Year
Threshold
(50% Payout)
Target
(100% Payout)
Maximum
(200% Payout)
5 points below annual Non-GAAP OM plan
Achievement of annual Non-GAAP OM plan
5 points above annual Non-GAAP OM plan
2019
14.5%
19.5%
24.5%
24.0%
2020
19.6%
24.6%
29.6%
25.4%
2021
20.9%
25.9%
30.9%
27.8%
148% Payout
See the “Compensation Discussion and Analysis” section of this Proxy Statement for more information.

2022 Proxy Statement  ix

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CORPORATE SOCIAL RESPONSIBILITY KEY IMPACT GOALS
Keysight established targeted measures across environmental sustainability, social impact and ethical governance in Fiscal Year 2021. Goals have been identified to align with short-, mid-, and long-term efforts as noted.
Key Impact Goals by End of FY 2021
End Results through FY 2021
Value committed to strengthening communities
$250M
$315M+
Students and future engineers engaged through STEM education
75,000
​145,000+
Global New Hires are Women by the end of Fiscal Year 2021
35%
34.4%
U.S. New Hires are Underrepresented Minorities (“URM”)(1)
by the end of Fiscal Year 2021
45%
46.4%
Material negative impact to the income statement and institutional investments
ZERO
ZERO
Key Impact Goal by End of Fiscal Year 2040
Emissions in Company Operations
NET ZERO
(1)
California Assembly Bill 979 defines underrepresented minority as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska native, or as gay, lesbian, bisexual, or transgender.
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OUR COVID-19 RESPONSE
KEYSIGHT’S PLEDGE
At Keysight, our mission is to accelerate innovation to connect and secure the world. As the world has continued to adapt to new ways of working and interacting with one another, our mission is especially relevant. Throughout Fiscal Year 2021, we continued to prioritize the health and safety of our employees, support our customers, find new ways to help engineers accelerate innovation, and help local communities fight the ongoing pandemic.
KEYSIGHT’S PRIORITIES
Health & Safety of Employees
& Their Families
Support for
Customers
Helping
Relief Efforts
Keysight has continued to focus on protecting employees and their families by continued work from home, limiting site access to essential workers, limiting travel, requiring rigorous safety procedures and protocols for employees working at manufacturing and service sites, financial assistance to employees in India, vaccine clinics and vaccine mandates.
Keysight remained committed to supporting customers during this time and minimizing disruption.
Keysight is helping its customers and the community fight this pandemic.

2022 Proxy Statement  xi

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PROPOSAL 1:
ELECTION OF DIRECTORS
DIRECTOR NOMINATION CRITERIA: QUALIFICATIONS AND EXPERIENCE
The Nominating and Corporate Governance Committee performs an assessment of the skills and the experience needed to properly oversee the interests of Keysight and its stockholders. Generally, the Nominating and Corporate Governance Committee reviews both the short and long-term strategies of Keysight to determine what current and future skills and experience are required of the Board in exercising its oversight function. The Nominating and Corporate Governance Committee then compares those skills and experience to those of the current directors and potential director candidates. The Nominating and Corporate Governance Committee conducts targeted efforts to identify and recruit individuals who have the qualifications highlighted through this process.
The table below summarizes the key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the Board in Fiscal Year 2022. A mark indicates a specific area of focus or expertise on which the Board particularly relies. The absence of a mark does not mean the director does not possess that qualification or skill. Our director nominees’ biographies describe each director’s background and relevant experience in more detail.
VOTE REQUIRED
The affirmative vote by the holders of a majority of the shares of Keysight common stock present or represented by proxy and voting at the 2022 Annual Meeting is required for approval of this proposal, provided sufficient shares are represented for the required quorum. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.
KEYSIGHT’S BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES.

2022 Proxy Statement  3

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Qualifications,
Expertise
& Attributes
James G. Cullen
Charles J. Dockendorff
Richard P. Hamada
Michelle J. Holthaus
Paul A. Lacouture
Ronald S. Nersesian
Jean M. Nye
Joanne B. Olsen
Robert A. Rango
Board Diversity
Representation of gender and/or ethnic diversity
URM
F
F
F
Technology
A significant background working in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation and extend or create new business models
Global Business
Experience cultivating and sustaining business relationships internationally and overseeing multinational operations
Leadership
Has overseen the execution of important strategic, operational and policy issues while serving in an executive or senior leadership role
Strategic Transactions
A history of leading growth through acquisitions, other business combinations and strategic partnership transactions
Financial Literacy
Knowledge of financial markets, financing operations, complex financial management and accounting and financial reporting processes
Institutional Knowledge
Significant knowledge of our business strategy, operations, key performance indicators and competitive environment
Sales and Marketing
Has served in a senior sales management, marketing campaign management or marketing/ advertising role or function
Enterprise Human Capital Management
Enterprise-wide experience in recruiting, managing, developing and optimizing a company’s human resources
Information Security
Experience in creating, managing, or overseeing enterprise-wide information security programs
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CURRENT DIRECTOR TERMS
Keysight’s Board is currently divided into three classes serving staggered three-year terms. Directors for each class are elected at the Annual Meeting held in the year in which the term for their class expires. Keysight’s Bylaws, as amended, allow the Board to fix the number of directors by resolution. In May 2021, the Board added Michele J. Holthaus as a director, thereby increasing the number of directors from nine to ten. Following the retirement of Paul N. Clark in December 2021, our Board voted to reduce its size from ten to nine directors. The terms of the four current director nominees will expire at the 2022 Annual Meeting. The composition of the Board as of December 31, 2022 and the term expiration dates for each director is as follows:
Class
Directors
Term Expires
I
Ronald S. Nersesian, Charles J. Dockendorff and Robert A. Rango
2024
II
James G. Cullen, Michelle J. Holthaus, Jean M. Nye and Joanne B. Olsen
2022
III
​Richard P. Hamada and Paul A. Lacouture
2023
Directors elected at the 2022 Annual Meeting will hold office for a three-year term expiring at the annual meeting in 2025 (or until their respective successors are elected and qualified, or until their earlier death, resignation or removal). Each nominee is a current director of Keysight, and information regarding each of the nominees is provided below as of December 31, 2021. There are no family relationships among Keysight’s executive officers and directors.
Proposal 4 in this Proxy Statement is a proposal to amend Keysight’s Amended and Restated Certificate of Incorporation to phase out classification of our Board over a three-year period such that, if approved, beginning at the election of directors at the 2025 Annual Meeting of Stockholders, all directors would be up for election annually for a one-year term (“Declassification Amendment”). The affirmative vote of holders of at least 80% of the outstanding shares entitled to vote will be required to approve the Declassification Amendment. If the Declassification Amendment is not approved by our stockholders, the Board will remain classified.

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DIRECTOR NOMINEES FOR ELECTION TO NEW THREE-YEAR TERMS THAT WILL EXPIRE IN 2025
James G. Cullen
AGE: 79
KEYSIGHT COMMITTEES:
PUBLIC DIRECTORSHIPS:


Director Since:

October 2014
Compensation and
Human Capital
(Chair)

Nominating and Corporate Governance
Avinger, Inc.

Former Public Directorships Held During the Past Five Years:

Neustar, Inc. Prudential Financial, Inc. Agilent Technologies, Inc.
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. Mr. Cullen self-identifies as a white male.
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.
SKILLS AND QUALIFICATIONS
Technology
Global Business
Leadership
Strategic Transactions
Financial Literacy
Institutional Knowledge
Sales and Marketing
Enterprise Human Capital Management
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Michelle J. Holthaus
AGE: 48
KEYSIGHT COMMITTEES:
PUBLIC DIRECTORSHIPS:

Director Since:

May 2021
Nominating and Corporate Governance
None

Former Public Directorships Held During the Past Five Years:

None 
Mrs. Holthaus has served as executive vice president and chief revenue officer at Intel Corporation since September 2019 where she leads 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 to July 2018, and as division vice president and division general manager of sales and marketing from February 2016 to September 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.
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 addition to the Keysight Board.
Skills and Qualifications:
Diversity
Technology
Global Business
Leadership
Financial Literacy
Sales and Marketing

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Jean M. Nye
AGE: 69
KEYSIGHT COMMITTEES:
PUBLIC DIRECTORSHIPS:

Director Since:

October 2014
Compensation and
Human Capital

Nominating and Corporate Governance (Chair)
None

Former Public Directorships Held During the Past Five Years:

Adaptive Insights, Inc.
Ms. Nye served as Senior Vice President of Human Resources for Agilent from August 1999 through October 2014. She directed all aspects of Agilent’s talent and rewards management, leadership development and culture. Ms. Nye has extensive experience in Human Resources, extending back to when she joined Hewlett Packard’s Medical Products Group in 1980. Within that group, she held various positions in Manufacturing, Quality and Strategic Planning as well as Human Resources. In 1993, Ms. Nye headed Human Resources for HP’s Measurement Systems Organization and, in 1997, was appointed Director of Education for the company. 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.
IMPACT
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.
SKILLS AND QUALIFICATIONS
Board Diversity
Technology
Global Business
Leadership
Strategic Transactions
Financial Literacy
Institutional Knowledge
Enterprise Human Capital Management
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Joanne B. Olsen
AGE: 63
KEYSIGHT COMMITTEES:
PUBLIC DIRECTORSHIPS:

Director Since:

May 2019
Compensation and
Human Capital

Nominating and
Corporate Governance
Ciena Corporation

Teradata Corporation

Former Public Directorships Held During the Past Five Years:

None
Ms. Olsen has served as a director of Keysight since May 2019. Ms. Olsen also serves on the board of directors of Ciena Corporation and Teradata Corporation. 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. Ms. Olsen self-identifies as a white female.
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 addition to the Keysight Board.
SKILLS AND QUALIFICATIONS
Board Diversity
Technology
Global Business
Leadership
Financial Literacy
Sales and Marketing
KEYSIGHT’S BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES.

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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, 2021, is provided below.
DIRECTORS WHOSE TERMS WILL EXPIRE IN 2023
Richard P. Hamada
AGE: 63
KEYSIGHT COMMITTEES:
PUBLIC DIRECTORSHIPS:


Director Since:
October 2014
Compensation and
Human Capital

Nominating and Corporate Governance
None

Former Public Directorships Held During the Past Five Years:

Avnet, Inc.
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 has served in many capacities including President from May 2010 until July 2011 and Chief Operating Officer from July 2006 until July 2011, as President of Avnet’s Technology Solutions operating group from July 2003 until July 2006, and as President of its Computer Marketing business unit from January 2002 until July 2003. Mr. Hamada holds a Bachelor of Science degree in Finance from San Diego State University. Mr. Hamada self-identifies as an Asian male.
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.
SKILLS AND QUALIFICATIONS
Board Diversity
Technology
Global Business
Leadership
Strategic Transactions
Financial Literacy
Institutional Knowledge
Sales and Marketing
Information Security
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Paul A. Lacouture
AGE: 71
KEYSIGHT COMMITTEES:
PUBLIC DIRECTORSHIPS:


Director Since:

March 2019
Audit and Finance

Nominating and Corporate Governance
None

Former Public Directorships Held During the Past Five Years:

Neustar, Inc.
Mr. Lacouture served as a director of Neustar, Inc. from 2007 to 2018. Mr. Lacouture retired in 2007 as Executive Vice President of Engineering and Technology for Verizon Telecom, a telecommunications services provider, a position he had 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.
IMPACT
Mr. Lacouture brings extensive management experience from numerous senior management positions and considerable public company director experience to the Keysight Board.
SKILLS AND QUALIFICATIONS
Technology
Global Business
Leadership
Strategic Transactions
Financial Literacy
Information Security

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DIRECTORS WHOSE TERMS WILL EXPIRE IN 2024
Ronald S. Nersesian
AGE: 62
KEYSIGHT COMMITTEES:
PUBLIC DIRECTORSHIPS:


Director Since:

December 2013

November 2019 to present (Chair of the Board)
Executive (Chair)
​None

Former Public Directorships Held During the Past Five Years:

Trimble, Inc.
Mr. Nersesian has served as the Chair of the Board since November 1, 2019 and as President, Chief Executive Officer and Director of Keysight since December 2013. In September 2013, Agilent announced that Mr. Nersesian would be appointed Chief Executive Officer of Keysight upon separation of the companies. From September 2013 through separation, Mr. Nersesian served as served as Executive Vice President of Agilent. Mr. Nersesian served as President of Agilent from November 2012 to September 2013 and as Chief Operating Officer, Agilent from November 2011 to September 2013. From November 2011 to November 2012, Mr. Nersesian served as Agilent’s Executive Vice President and Chief Operating Officer. He served as Senior Vice President, Agilent, and President, Electronic Measurement Group from March 2009 to November 2011. Prior to that time, Mr. Nersesian held a variety of senior management roles at Agilent, LeCroy Corporation 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. Mr. Nersesian self-identifies as a white male.
IMPACT
Mr. Nersesian brings to the Board strong business operational experience with technology companies and management expertise developed over three decades.
SKILLS AND QUALIFICATIONS
Technology
Global Business
Leadership
Strategic Transactions
Financial Literacy
Institutional Knowledge
Sales and Marketing
Enterprise Human Capital Management
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Charles J. Dockendorff
AGE: 67
KEYSIGHT COMMITTEES:
PUBLIC DIRECTORSHIPS:


Director Since:

October 2014
Audit and Finance (Chair)

Nominating and Corporate Governance
Boston Scientific Corporation

Haemonetics Corporation

Hologic, Inc.

Former Public Directorships Held During the Past Five Years:

None
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 is a Certified Public Accountant and 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. Mr. Dockendorff self-identifies as a white male.
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.
SKILLS AND QUALIFICATIONS
Technology
Global Business
Leadership
Strategic Transactions
Financial Literacy
Institutional Knowledge
Information Security

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Robert A. Rango
AGE: 63
KEYSIGHT COMMITTEES:
PUBLIC DIRECTORSHIPS:


Director Since:

November 2015
Audit and Finance

Nominating and Corporate Governance
KLA Corporation

Former Public Directorships Held During the Past Five Years:

Integrated Device Technology, Inc.
Mr. Rango has served as the President and Chief Executive Officer of Enevate Corporation since June 2016. 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. Mr. Rango self-identifies as a white male.
IMPACT
Mr. Rango possesses significant operating and leadership skills, including extensive experience in global semiconductor product marketing, development and sales. His mobile, wireless, semiconductor, optical, software and technology management expertise make him a valuable member of the Keysight Board.
SKILLS AND QUALIFICATIONS
Technology
Global Business
Leadership
Strategic Transactions
Financial Literacy
Institutional Knowledge
Sales and Marketing
• Information Security
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE HIGHLIGHTS
The Board is committed to sound and effective governance practices that promote long-term value and strengthen Board and management accountability to our stockholders. The following table highlights many of our key Fiscal Year 2021 governance practices, as of October 31, 2021.
All of our directors other than our CEO are independent

Lead Independent Director with clearly defined role

Independent standing Board committees

Regular meetings of our independent directors without management present

30% of directors are female. 10% of directors are URM

Average Board tenure of 5.3 years (as of end of Fiscal Year 2021)

Annual evaluation of the CEO by independent directors

Annual board self-assessment process
Policies prohibiting hedging, short selling and pledging of our common stock for all employees and directors

Stock ownership guidelines for executive officers and directors

Risk oversight by Board and Committees

Procedures for stockholders to communicate directly with the Board

Annual advisory vote on executive compensation

Periodic review of Committee charters and Corporate Governance Guidelines

Compensation and Human Capital Committee oversight of human capital management matters
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Keysight’s CSR strategy is a three-pronged approach that: 1) supports efforts that help the planet and company thrive; 2) engages Keysight stakeholders and company values; and 3) utilizes a formal governance structure and management system. Supported by a framework of foundational pillars – each with supporting policies, programs, action plans, and accountability – this strategy provides an enterprise-wide structure with which Keysight CSR efforts are aligned and against which they are measured. Keysight’s progress is tracked and reported through our annual CSR report and related materials.
ETHICAL GOVERNANCE
Keysight is committed to conducting business in an ethically responsible manner, with strategic and operational policies, procedures, and values that support transparency, sustainability, and legal compliance. Keysight’s leadership team is responsible for placing ethics at the core of our operations, and all employees are expected to uphold these values in their daily work. We regularly evaluate our Standards

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of Business Conduct (“SBC”) and monitor emerging issues to confirm that our standards are appropriate to meet contemporary business challenges while adhering to Keysight’s core value of uncompromising integrity. As such, we have an Ethics Management System which was designed to ensure continuous improvement of the company’s ethics and compliance program, in support of Keysight’s commitment to transparency, sustainability, and legal compliance.
THE ENVIRONMENT
Keysight prioritizes natural resource conservation, greenhouse gas emissions reduction, waste minimization and pollution prevention, and partners with our suppliers and contractors to advance these objectives. To support our efforts in this regard, we have adopted innovative solutions for continual improvement in our operational and site management practices. Driven by our ISO 14001:2015-certified Environmental Management System and guided by international initiatives such as the United Nations Sustainable Development Goals and the Paris Agreement, Keysight has made it a priority to reduce the company’s environmental impact by committing to achieve net zero emissions in company operations by the end of Fiscal Year 2040, while providing solutions that support our customers’ goals and enable sustainability innovation. This approach and associated principles aid Keysight in achieving its CSR vision to build a better planet by accelerating innovation to connect and secure the world. Keysight’s approach to environmental sustainability, health and safety management is grounded in accountable governance and results tracking and is shaped and supported through commitments to international standards and partnerships.
RESPONSIBLE SOURCING
Keysight requires our suppliers to adhere to environmental and social responsibility principles aligned with those valued in our company. Keysight has strong partnerships with strategic suppliers to support mutual success and commitment to leadership in sustainable practices, technology and business operations. Keysight’s responsible sourcing program has been developed by benchmarking against external standards, including the Responsible Business Alliance Code of Conduct, the California Transparency in Supply Chains Act of 2010, the United Nations Guiding Principles on Business and Human Rights, ISO 14001:2015, and other industrial practices as specified in the Keysight Supplier Code of Conduct. By working with suppliers to support our sustainability policies and identify and mitigate supply risks, Keysight is able to maintain a leadership position in sustainable business practices.
OUR PEOPLE
Keysight values a diverse, inclusive, and respectful work environment where employees are provided challenging assignments, a safe environment, development opportunities, and competitive salaries. Employees are the driving force in carrying out our CSR vision. Through direction and oversight by the company’s leadership team, utilizing our Keysight Leadership Model (“KLM”) and supporting benefits, programs, policies, and communications, employees are given the tools for success across our CSR foundational pillars. The health and safety of employees is the highest priority throughout our continued COVID-19 response. In accordance with the Universal Declaration of Human Rights, we strive to support all Keysight employees with dignity and respect, including in our pandemic response efforts. We advocate for similar treatment of all workers worldwide. Keysight leverages its Labor Management System to validate the company’s global, systematic approach to driving continuous improvement in human rights and labor compliance.
COMMUNITIES
Keysight contributes to the communities where the company operates, participates in local and global volunteer efforts, and supports numerous charitable and educational organizations. Keysight’s worldwide community programs tangibly demonstrate our values and commitment to corporate citizenship, and directly support our social impact goals. The company’s engagement and investment in communities is set annually at the corporate and local site levels, and is focused on the areas of STEM education, women and underrepresented minorities in technology, health and human services, and environmental conservation. Philanthropic and charitable efforts revolve around our global Giving Program, which includes providing employees the opportunity to support a broad range of eligible nonprofit organizations. In Fiscal Year 2021, Keysight maintained volunteerism efforts where viable under health protocols.
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OUR SOLUTIONS
Keysight helps build a better planet through our end-to-end electronic measurement solutions that accelerate innovations to change lives, secure the world, and connect people across the globe. Keysight customers are leaders in technology, achieving breakthroughs that connect and secure the world. Keysight accelerates these breakthroughs by providing leading-edge design, test, manufacturing and optimization solutions to help build a better planet through purposeful technology applications in areas such as clean technology, social impact and wellness, and safety and security. Our highly reliable, long-lasting solutions are designed to be safe, to be compliant with applicable regulations, and to maximize the value of limited environmental resources. In addition, Keysight services complement our solution offerings, providing multiple options to extend product life up to 40 years of active service, which can help customers meet their CSR goals.
KEY IMPACT GOALS FOR FISCAL YEAR 2021
Keysight set the following key impact goals across environmental sustainability, social impact and ethical governance for Fiscal Year 2021. Goals were identified to align with short-, mid-, and long-term efforts and progress was made as noted below.
​Key Impact Goals by End of
FY 2021
End Results through FY 2021
Value committed to strengthening communities
$250M
$315M+
Students and future engineers engaged through STEM education
75,000
145,000+
Global New Hires are Women by the end of Fiscal Year 2021
35%
34.4%
U.S. New Hires are URMs by the end of Fiscal Year 2021
45%
46.4%
Material negative impacts to the income statement and institutional investment
ZERO
ZERO
Key Impact Goal by End of Fiscal Year 2040
Emissions in Company Operations
NET ZERO
HUMAN CAPITAL MANAGEMENT
We have a diverse, inclusive and respectful work environment, where employees are given challenging assignments, development opportunities, competitive salaries, and a safe workplace. As of October 31, 2021, we had approximately 14,300 employees worldwide representing more than 80 self-identified nationalities working across approximately 30 countries. Of those, 5,200 are located in North America, with approximately 5,000 of those being located in the U.S, 2,700 are located in Europe and 6,400 are located in Asia.
CULTURE, VALUES AND STANDARDS
Our core values and culture reflect a commitment to ethical business practices and outstanding corporate citizenship. We adhere to the tenets of the United Nations Guiding Principles on Business and Human Rights, the core International Labor Organization Conventions, and we are an Affiliate Member of the Responsible Business Alliance. We comply with the labor and employment laws of all countries in

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which we operate, prioritizing fair employment practices, labor compliance, nondiscrimination, and equal employment opportunity. Our Keysight Leadership Model (“KLM”) provides the framework for how we do business, enabling us to execute on our strategies with our customers, stockholders and employees while demonstrating our values of Speed and Courage, Uncompromising Integrity, High Performance, Social Responsibility and One Keysight.
We believe our culture is a competitive advantage as it fosters employee inclusion, engagement and innovation. We are committed to maintaining a work environment founded on respect for all in the workplace regardless of race, color, age, gender, sexual orientation, gender identity and expression, ethnicity, religion, disability, veteran status, national origin, or any protected class. Our Keysight Standards of Business Conduct (“SBC”) govern our dealings with our customers, competitors, suppliers, third-party partners, as well as with our fellow employees, and are readily available for review. Our employees are responsible for upholding the SBC, and SBC training is required annually for all our employees.
GOVERNANCE AND OVERSIGHT
The CAO is responsible for developing and executing the company’s human capital strategy. This includes directing Keysight's global policies and programs for leadership and talent development, compensation, benefits, staffing and workforce planning, human resources systems, education and organization development, workplace strategies, and ensuring effective and efficient internal company operations. The CAO is responsible for developing and integrating the company’s diversity, equity and inclusion (“DEI”) priorities and strategy.
The CEO and CAO regularly update our Board of Directors and the Compensation and Human Capital Committee on human capital matters. In addition, in this past year the Board of Directors changed the name of the Committee from the Compensation Committee to the Compensation and Human Capital Committee and revised the Committee Charter to reflect the Committee’s increased oversight responsibility for Human Capital Management.
HIRING, RETENTION AND SUCCESSION PLANNING
As an engineering company, we understand that Science, Technology, Engineering and Math (STEM) education in our schools is critical to creating a pipeline of future engineers. We support STEM education through a variety of company-sponsored and employee-led programs such as “Introduce a Girl to Engineering” and “Expand Your Horizons” which introduce school-age students to engineering.
Our talent acquisition and human resources teams work with business leaders to understand and align on business goals and strategies and how they impact our talent needs. The teams use this information to inform recruiting efforts and to build talent pipelines to support growth. In partnership with the marketing team, we believe we have built a strong company brand utilizing multiple communication platforms, social media, and online job boards to highlight Keysight culture, our achievements, business and overall mission, all to better enable us to attract top talent.
We are continuously refining and expanding our talent acquisition strategies and processes, from interviewing to onboarding. As part of our talent acquisition strategy, we provide training to recruiters and hiring managers to assist them in recruiting and hiring top talent. “Developing Job Descriptions & Marketing Job Openings Inclusively” and “SELECT – The Neuroscience of Better Hiring” are two examples of the courses available to recruiters and hiring managers. Through our global end-to-end onboarding project, we have created a smooth and simple onboarding experience for our new hires. We had a global job acceptance rate of 86.3% in fiscal year 2021, and we have more than doubled the number of our software engineers since 2014.
Our business leaders have developed workforce management plans that enable us to re-allocate resources where needed to balance attrition, retirements, and source new capabilities. On an annual basis, our business leaders are required to evaluate employee contributions to the company and to identify key contributors, as well as those in need of improvement. Our annual rewards process provides each employee with feedback on their performance over the past fiscal year and rewards achievement.
Working with Human Resources, business leaders develop retention strategies and initiatives to minimize attrition and keep critical talent focused and engaged. The average tenure of our employees is 12.7 years. Our three-year average employee turnover rate was approximately 6.2%, which has been lower than the industry average for the past five years.
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Through succession planning and leadership development, we are developing our leadership bench. We have identified core competencies for our leadership positions along with a learning and development framework that can help leaders refine those skills. The executive team is involved in creating, reviewing and revising the company succession plans. Succession planning sessions are conducted annually in each business and at many levels in the organization. These reviews provide visibility to the overall leadership bench, potential gaps, top talent and development plans.
Globally, 4.0% of our employee population is likely ready to retire in the near term. In the U.S. and Japan, 27.1% and 15.7% of our employees are eligible, respectively. We recognize that many of these employees have invaluable skills and historical information and that knowledge transfer is critical. As part of our knowledge transfer practices, we utilize a combination of work shadowing, paired work, coaching, documenting workflows, and cross-training. In the U.S., we have a program specifically designed to enable retirement ready critical talent to gradually reduce hours, giving us time to transfer critical information and processes. Once retired, these former employees are also given the opportunity to consult with us on a limited basis to provide on-going mentoring and training.
DIVERSITY AND EQUAL EMPLOYMENT
We are an equal opportunity employer, and we are committed to maintaining a diverse and inclusive work environment that is free from harassment and discrimination. Our commitment to DEI helps us attract and retain the best talent and drives high performance through innovation and collaboration. Diversity is a competitive advantage, and we strive to maintain a best-in-class work environment that fosters respect for individuals, their ideas and contributions. We benefit from the innovation that results when people with differing experiences, perspectives and cultures work together.
DEI are among our CEO’s top priorities, with clearly outlined near-term actions to accelerate progress specifically for URMs in addition to our broader DEI initiatives. We have a Senior Director of Diversity and Inclusion who is responsible for driving implementation of new and ongoing initiatives to continue to foster a diverse and inclusive environment.
Our staffing policies underscore our commitment to diversity, ethics, integrity and compliance. In order to increase the pool of diverse candidates for open positions, we participate in diversity-focused career fairs and conferences in the U.S., Asia and Europe. We identify diversity recruiting business champions to develop business specific talent acquisition plans, and we have partnerships with universities worldwide that are aligned with our strategic talent needs, including Historically Black Colleges and Universities in the United States.
We seek to create an environment where employees can be successful and provide mentoring programs, inclusive benefits, support for employee network groups, and training for every stage employment.
As of October 31, 2021, women represented 30.3% of our global workforce and URMs represented 35.5% of the U.S. workforce. Women in leadership positions (Officer, Senior Vice President, Vice President, Senior Manager, Integrating Manager, Operating Manager and Supervisor) globally were 23.4% and URMs were 31.4%. At the senior executive level (Officer, Senior Vice President, Vice President), 18.2% were women and 21.6% were URMs. Our Board has ten members, three of whom are women, and one is a self-identified underrepresented minority.
We established annual hiring goals to improve our workforce diversity and our competitive advantage. In Fiscal Year 2021, 34.4% of our global external new hires were women, falling just short of our fiscal year 2021 goal of 35.0% while 46.4% of our external U.S. new hires were URMs, exceeding the 45.0% goal. Our Fiscal Year 2022 hiring goal is intended to show improvement with an increase to 35.4% global external new hires being women and 47.4% of external new hires in the U.S. being URMs. To measure achievement of this goal, we are using the California Assembly Bill 979 definition of underrepresented minorities, which includes Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaska Native, or gay, lesbian, bisexual, or transgender. We have included a similar metric in our executive short-term incentive program for Fiscal Year 2022.
LEARNING AND DEVELOPMENT
We believe that learning is a lifelong pursuit that creates a mindset of professional growth and continuous improvement. We emphasize experimentation, on the job learning through stretch assignments, development opportunities, and education. Our employees have access to a wide range of programs, workshops, classes and resources to help them excel in their careers and share what they know with

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others. Our Keysight University platform offers training and development programs, as well as learning resources. Our Employee Educational Assistance Program provides financial and management support to eligible employees, allowing them to pursue academic degrees related to their field of work. Employees are eligible for tuition reimbursement programs and distance learning degree programs with major universities.
Many of our employees are required to take annual training courses related to their work, including those pertaining to the environment, data privacy, and workplace health and safety. We also have leadership development programs available to employees, including the New Manager Training Program, Manager’s Boot Camp, and Executive Online Development Program.
We hold an annual Keysight Executive Development (“KED”) program with senior leaders to align on strategy and key focus areas for the Company. These recorded sessions and the calls to action are then cascaded down to all Keysight employees. Our KLM was rolled out at one such program and over 11,500 Keysight employees have completed KLM training.
In addition, we expect all of our managers to complete the Yale University Fostering Inclusion & Diversity program by the end of Fiscal Year 2022.
COMPENSATION AND BENEFITS
We compensate employees with competitive wages and benefit programs designed to meet employee needs. Our compensation and benefit programs are designed to recognize our employees' contributions to value creation and business results. These programs include competitive base salaries and variable pay, which reward company and individual performance; share-based equity award grants; health and welfare benefits; time-off; development programs and training; and opportunities to give back to our communities through donations of time and money. We seek to ensure pay parity across our organization, and in Fiscal Year 2021 we achieved a worldwide, men to women, salary ratio of nearly 1:1. We monitor our benefits programs to ensure they meet the health and welfare needs of our employees; for example, in Fiscal Year 2021 we expanded our welfare programs to provide benefit advocacy and care coordination assistance.
LISTENING TO EMPLOYEES
We provide multiple avenues for employee input to be heard. Our Open-Door Policy provides employees with direct access to any level of management to discuss ideas, get input on career development and discuss concerns in a constructive manner.
Our MyVoice program fosters inclusion through engagement surveys on a variety of topics that gives us insight into what employees’ value and helps us identify where to prioritize our efforts. We also created a global Inclusion Council comprised of employees from all functions and around the world to help formulate our goals and track our progress.
HEALTH, SAFETY AND WELLNESS
We strive to maintain a best-in-class work environment and provide a safe and healthy workplace for all employees. We accomplish this through strict compliance with applicable laws and regulations regarding workplace safety, including recognition and control of workplace hazards, tracking injury and illness rates, utilizing a global travel health program, and maintaining robust emergency and disaster recovery plans. We promote the health and wellness of our employees through our Employee Well Being programs and workplace accessibility and accommodations.
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CONTINUED RESPONSE TO COVID-19
In Fiscal Year 2021 we continued to navigate through the COVID-19 pandemic, operating in accordance with our three guiding principles – keep employees and their families safe and healthy, keep Keysight strong, and support our local communities. Our actions in response to the pandemic have been guided by these principles and as such we implemented the following over the past year.
COVID-19 Actions Worldwide
Held vaccination clinics for employees, their family members, and customers in select global locations
Provided financial assistance to employees in hard hit countries to help offset the cost of medical care and hospitalization
Instituted a vaccine mandate for all employees located in the U.S. with limited exceptions for those with approved medical or religious accommodations
Developed a Company sponsored employee podcast to help create connections and start conversations about thriving at Keysight during the pandemic
Maintained a comprehensive COVID-19 employee website as a resource for education, assistance programs, vaccine requirements, travel restrictions, and benefits including ergonomic and wellness information
Workers whose jobs permitted them to work from home continued to do so and we reimbursed reasonable and necessary work from home expenses
Maintained appropriate safety protocols for employees, contractors and visitors to sites, including masking, physical distancing and enhanced cleaning
Provided free personal protective equipment to employees where needed
In addition to employee-focused COVID-19 recovery efforts, we remained committed to supporting customers and communities in need throughout Fiscal year 2021. By maintaining business continuity and meeting the needs of customers, we were able to preserve our business resilience to keep Keysight strong while helping customer make progress in the fight against the pandemic. Keysight solutions and services have assisted medical equipment providers and their suppliers increase the production of ventilators and parts and have enabled universities to develop new technologies to fight COVID-19 leveraging Keysight products and solutions.
Keysight offices around the world directly engaged with their community leaders to assist in local pandemic related response efforts. In one particularly high-impacted area, local Keysight leaders helped develop and facilitate community-based testing facilities, vaccination programs, and oxygen generation plants.
The Keysight Foundation donates to local non-profit organizations to assist with relief efforts. We donate funds and equipment (including personal protective equipment and janitorial supplies) to charitable relief, healthcare and emergency responder organizations around the world in support of the local communities where we do business.
In Fiscal Year 2021, we developed plans to fully return our employees to our facilities worldwide, but the prevalence of emerging virus variants delayed implementation of these plans. As the pandemic evolves, we will continue to adjust our response and make plans which are aligned with the principles that have guided us throughout the pandemic.
INFORMATION SECURITY
Information security is an important priority for Keysight. Our Borderless Information Security Program applies an enterprise-wide, risk-based approach to information security that has foundations in industry standards and best practices. Our information security operations and procedures provide a comprehensive Information Security Management System (“ISMS”) that enable us to maintain the confidentiality, integrity, and availability of information and systems in our environment.

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BORDERLESS INFORMATION SECURITY PROGRAM
The Borderless Information Security Program is focused on the following priorities:
Risk Management and Compliance – We have worldwide operations and are subject to and comply with laws and regulatory requirements wherever we conduct business. Using our enterprise-wide risk management programs and Information Security Review process we assess, document, monitor and report information security risks. Using this information, we evaluate the likelihood and impact of harmful events and deliver recommendations regarding a response to risks presented.
Training and Awareness – Keysight requires all employees to take annual security awareness training which includes training on information security. We regularly deploy enterprise-wide phishing simulation tests with mandatory follow-up training and education as needed. Our information security policies are based on NIST SP 800-171 and apply enterprise-wide. They are reviewed at least annually and are updated as needed. Additionally, we provide an easy mechanism for employees to report suspicious email messages to the information security team for additional investigation.
Security Tools Optimization – We utilize a variety of tools to protect our network and systems, including firewalls, intrusion detection and prevention systems, web content filtering protection, anti-virus and malware detection tools, system scans and full disk encryption. We use Security Information and Event Management (“SIEM”) to process logs and events. The SIEM correlates input from across the Keysight network and creates alerts when suspicious behavior is detected.
Third Party Risk—Third party access to Keysight networks is catalogued and reviewed. Third parties are only granted access required to carry out their work. Our Internal Audit organization performs independent audits to help identify potential control weaknesses, compliance concerns or operational inefficiencies in our processes.
Data Protection and Asset Management – We maintain an up-to-date inventory of assets with access to our networks and encrypt mobile devices and control configurations of those devices. We use a database activity monitoring tool to identify and report fraudulent or suspicious activity. We have documented disaster recovery plans and processes which are regularly reviewed and tested.
Security Operations – We have multiple processes in place for detection and response to potential attacks, breaches or disruptions, including the Security Operations Center which is a dedicated, in-house, 24x7 monitoring and response center.
GOVERNANCE AND OVERSIGHT
Keysight has a dedicated Chief Information Security Officer (“CISO”) who is responsible for the ISMS, including the legal, physical, and technical controls associated with that system. The CISO and reports directly to the Company’s Chief Information Officer (“CIO”). The CIO is the head of the Company’s global information technology (“IT”) team which has an integrated governance structure consisting of a Senior Executive Committee, a Cyber Executive Committee and Cyber Leaders. The Senior Executive Committee prioritizes the information technology components of strategic business imperatives and oversees IT capability and security programs.
The Cyber Executive Committee reviews identified risks, sponsors initiatives to address risk and oversees security and compliance responses. Cyber leaders are management representatives from all functions and lines of business who are responsible for executing on programs and initiatives sponsored by the Executive Committee.
The Audit and Finance Committee, which is comprised entirely of independent directors with information security experience, oversees and monitors the Company’s information security programs. The CIO meets with the Audit and Finance Committee regularly to report on risks, mitigation, initiatives, compliance and outcomes and the Audit and Finance Committee reports relevant information to the full Board.
AUDIT AND SCORING
We engage with approved third-party companies that audit our regulatory compliance, validate control performance, perform penetration testing and provide impartial risk assessments. Additionally, our information security programs are monitored by Bitsight and Security Scorecard, leading cybersecurity ratings agencies, that continuously monitor and provide security report cards for all companies with an internet presence. We are proud that our Bitsight rating puts us in the “Advanced” category, and effective January 5, 2022 Security Scorecard gave us an “A” rating. There have been no information security breaches in Fiscal Years 2019, 2020, or 2021.
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INFORMATION SECURITY RISK INSURANCE
Keysight maintains information security risk insurance to offset the costs of an information security breach. The policy is reviewed annually and updated as needed.
CORPORATE GOVERNANCE GUIDELINES
The Board has adopted a set of Corporate Governance Guidelines to assist it in guiding our governance practices. We have reviewed internally, and the Board has reviewed, the provisions of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), the rules of the SEC, and the New York Stock Exchange (“NYSE”) corporate governance listing standards regarding corporate governance policies and processes and we have determined that we are in compliance with the applicable rules and listing standards. These practices are regularly reevaluated by the Nominating and Corporate Governance Committee in light of changing circumstances to ensure that the best interests of Keysight and its stockholders are being served. A copy of our Corporate Governance Guidelines is located in the Investor Relations section of our website and can be accessed by clicking on “Governance Policies” in the “Corporate Governance” section of our web page at investor.keysight.com.
COMMUNICATING WITH THE BOARD
Stockholders and other interested parties may communicate with the Board and Keysight’s Chair of the Board by filling out the form at “Contact the Chair” under “Corporate Governance” at investor.keysight.com or by writing to Ronald S. Nersesian, c/o Keysight Technologies, Inc., General Counsel, 1400 Fountaingrove Parkway, Santa Rosa, CA 95403. Our General Counsel will perform a legal review in the normal discharge of his duties to ensure that communications forwarded to the Chair of the Board preserve the integrity of the process. Any communication that is relevant to the conduct of our business and is not forwarded will be retained for a reasonable period of time or for as long as legally required and made available to the Chair of the Board and any independent director upon request. The independent directors grant the General Counsel discretion to decide which correspondence will be shared with our management and specifically instruct that any personal employee complaints be forwarded to the Human Resources Department.
STOCKHOLDER COMMUNICATION
We recognize the importance of regular and transparent communication with our stockholders. Stockholder communication is essential to our ongoing review of our corporate governance and executive compensation programs and practices. This year, we reached out to stockholders representing over 32% of our outstanding shares and invited them to meet with our General Counsel and Corporate Secretary, our CAO, and our Director of Investor Relations to discuss our environmental, social and governance activities as well as other topics of interest to them. We had an overwhelmingly positive response to the invitation and met with stockholders representing over 28% of our outstanding shares. In those meetings, we discussed our ongoing efforts related to DEI, our commitment to the environment and corporate governance and we listened to their perspective on issues of importance to them.
While each of our stockholders had their own perspectives on issues of importance to them, three themes were common across our discussions. Stockholders want to see increased diversity on our Board, increased transparency regarding our diversity efforts with our employees, and they want us to phase out our classified Board structure. We listened carefully to this input and discussed and it with our Board and our executives.
Efforts to increase diversity on our Board have been underway for several years and are continuing. In Fiscal Year 2021, we added Michelle Holthaus to our Board, increasing the number of women on the Board to three. We will continue our efforts to attract women and URM Board candidates by expanding both our recruiting efforts and the criteria for selection.
Additionally, we recently published the Company’s EEO-1 report which can be found on http://www.keysight.com/go/EEO-1. Further, Proposal 4 in this Proxy Statement is a management proposal to amend Keysight’s Amended and Restated Certificate of Incorporation to phase out the classification of our Board over a three-year period such that, if approved, beginning with the election of directors at the 2025 Annual Meeting of Stockholders, all directors would then be elected annually for one-year terms.

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Listening to Stockholders
Common Themes
Our Response
Board Diversity
Continued work to expand the Board
EEO-1 Disclosure
Disclosure of our EEO-1 report
Classified Board
Management Proposal to Declassify Board
We also communicate with stockholders through a number of routine forums, including quarterly earnings presentations, SEC filings, our Annual Report and Proxy Statement, the Annual Meeting, and investor meetings, conferences and web communications. We relay stockholder feedback and trends on corporate governance and sustainability developments to our Board and its standing Committees and work with them to enhance our practices and improve our disclosures.
DIRECTOR NOMINATION AND APPOINTMENT PROCESS
The Nominating and Corporate Governance Committee proposes a slate of directors for election by Keysight’s stockholders at each annual meeting and recommends to the Board candidates to fill any vacancies on the Board.
The Nominating and Corporate Governance Committee will consider director candidates recommended for nomination by stockholders, provided that the recommendations are made in accordance with the procedures described in the section entitled “General Information about the Meeting” located at the end of this Proxy Statement. Candidates recommended for nomination by stockholders that comply with these procedures will receive the same consideration as other candidates recommended by the Nominating and Corporate Governance Committee.
We hire third-party executive search firms to help identify and facilitate the screening and interview process for director candidates. To be considered by the Nominating and Corporate Governance Committee, we look for director nominees who have:
A reputation for personal and professional integrity and ethics;
Soundness of judgment;
The ability to make independent, analytical inquiries;
The willingness and ability to devote the time required to perform Board activities adequately;
The ability to represent the total corporate interests of Keysight; and
The ability to represent the long-term interests of stockholders as a whole.
In an effort to increase the diversity of our Board, we recently expanded our Board search criteria to include not only CEO public board experience, but executive or high-level management experience as well. Although we have not formally adopted a Rooney Rule, we consciously include diverse candidates in our Board selection process. In addition to these minimum requirements, the Nominating and Corporate Governance Committee will also consider whether the candidate’s skills are complementary to the existing Board members’ skills and experience in technology, manufacturing, finance and marketing, information security, human capital management, international experience and culture; and the Board’s needs for specific operational, management or other expertise. The executive search firm screens the candidates, does reference checks, prepares a biography for each candidate for the Nominating and Corporate Governance Committee to review and helps set up interviews. The Nominating and Corporate Governance Committee and Keysight’s CEO interview candidates that meet the criteria, and the Nominating and Corporate Governance Committee selects candidates that best suit the Board’s needs. We do not use a third party to evaluate current Board members. In the past year, we added Michelle J. Holthaus to the Board.
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BOARD LEADERSHIP STRUCTURE
In Fiscal Year 2021, ending on October 31, 2021, Keysight’s Board consisted of ten directors, nine of which are independent. Mr. Nersesian, who serves as Keysight’s President and CEO, was unanimously elected Chair of the Board effective November 1, 2019. Mr. Clark, who served as Keysight’s Chair of the Board from 2014 through October 2019 was the Lead Independent Director until his retirement on December 1, 2021. The duties of the Chair of the Board, Lead Independent Director and CEO are set forth in the table below:
Chair of the Board
Lead Independent Director1
CEO
Presides over meetings of the Board

Presides over meetings of stockholders

Prepares the agenda for each Board meeting

Prepares the agenda for each stockholder meeting
Presides over meetings of independent directors at which the Chair is not present

In conjunction with the Compensation and Human Capital Committee, evaluates the performance of the CEO and reviews CEO compensation

Guides the Board’s annual self- assessment process and leads the Board in periodic reviews of senior management succession planning

Reviews and coordinates the agenda for Board meetings in consultation with the Chair

Acts as liaison between the Chair and the independent directors
Manages the day-to-day affairs of Keysight, subject to the overall direction and supervision of the Board and its committees

Consults with and advises the Board and its committees on the business and affairs of Keysight

Performs such other duties as may be assigned by the Board
The Board believes that combining the positions of CEO and Chair of the Board provides greater coordination between the Board and management on strategies for growth and value creation. In addition, the Board’s appointment of an experienced and engaged Lead Independent Director to work with the Chair of the Board and CEO provided the balanced and appropriate leadership structure for Keysight during Fiscal Year 2021.
1
Paul N. Clark retired from the Board on December 1, 2021.

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BOARD’S ROLE IN RISK OVERSIGHT
The Board’s role in risk oversight is consistent with Keysight’s leadership structure, with management having day-to-day responsibility for identifying, evaluating and managing Keysight’s risk exposure and the Board having the ultimate responsibility for overseeing risk management governance with a focus on Keysight’s most significant risks. The Board is assisted in meeting this responsibility by its committees as described below.
Board of Directors
Regularly reviews the strategic plans of Keysight and each of its operating segments
Reviews specific risk topics, including risks associated with our capital structure, growth plans and client relationships
Receives regular written reports on enterprise-level risks, including the risks presented by the continued COVID-19 pandemic
Receives regular reports from each of the Board’s committees on their areas of risk oversight
At least annually, reviews Keysight’s succession plan to ensure Keysight maintains an appropriate succession plan for its senior management
Audit and Finance Committee
Reviews internal controls and Keysight’s financial statements with the Chief Financial Officer, Corporate Controller and the external and internal auditors
Oversees risks relating to key accounting and reporting policies
Receives regular reports from Keysight’s Vice President of Internal Audit regarding enterprise risk management and compliance
Receives quarterly legal and regulatory updates from Keysight’s General Counsel
Meets regularly with the external independent auditors, Chief Financial Officer, General Counsel and internal auditors in executive session
Oversees compliance policies (including the Standards of Business Conduct and Director Code of Ethics) and program, compliance statistics and investigations, trainings, certifications, and relevant legal developments
Receives regular reports from Keysight’s Chief Information Officer regarding Information security risks and prevention plans
Compensation and Human Capital Committee
Oversees risks associated with our compensation policies and practices with respect to both executive compensation and compensation generally
Employs an independent compensation consultant to assist in designing and reviewing compensation programs, including the potential risks created by the programs
Oversees enterprise-wide Human Capital Management risks, including providing input to the Board on succession planning
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Nominating and Corporate Governance Committee
Oversees risks relating to Keysight’s governance structure and other corporate governance matters and processes
Evaluates related person transactions and any risks associated therewith
Oversees compliance with key corporate governance policies, including the Corporate Governance Guidelines
Identifies and makes recommendations regarding director nominees to the Board
THE BOARD’S ROLE IN ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) OVERSIGHT
Our ESG progress is overseen by our Board and its committees. Members of management representing Environmental Health and Safety, Human Resources, Information Security, and Legal are responsible for reviewing and assessing significant ESG risks that could impact the Company. Management regularly briefs the board and the relevant committees on ESG topics and the Company’s strategy for addressing those issues.
Board
Reviews the Company’s ESG strategy to ensure alignment with the Company’s long-term value creation strategies
Audit and Finance Committee
Reviews and monitors compliance with environmental laws and regulations
Evaluates environmental risks, opportunities strategies and long- and short-term goals and monitors the financial impact on the Company
Reviews and evaluates risks and opportunities related to information security
Compensation and Human Capital Committee
Oversees Company culture including diversity, equity and inclusion initiatives
Establishes and measures achievement of ESG metrics in executive compensation programs
Monitors pay equity, sets compensation philosophy and oversees executive compensation programs
Nominating and Corporate Governance Committee
Periodically evaluates the skills and qualifications of current directors
Assists the Board in establishing a pool of director candidates and evaluates their qualifications
Periodically reviews corporate governance practices and makes recommendations for changes to the Board
MAJORITY VOTING FOR DIRECTORS
Our Bylaws provide for majority voting by stockholders regarding director elections. In an uncontested election, any nominee for director shall be elected by a majority of the votes cast with respect to the director. A “majority of the votes cast” means that the number of shares voted FOR a director must exceed 50% of the votes cast with respect to that director. The votes cast with respect to that director shall

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include votes to withhold authority and exclude votes to ABSTAIN with respect to that director’s election. If a director is not elected due to a failure to receive a majority of the votes cast and his or her successor is not otherwise elected and qualified, the director shall promptly tender his or her resignation following certification of the stockholder vote.
The Nominating and Corporate Governance Committee will consider the tendered resignation and recommend to the Board whether to accept or reject it, or whether other action should be taken. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following certification of the stockholder vote. Thereafter the Board will promptly disclose their decision and the rationale behind it in a press release. Any director who tenders his or her resignation pursuant to this provision shall not participate in the Nominating and Corporate Governance Committee recommendation or Board action regarding whether to accept the resignation offer.
POLICIES ON BUSINESS ETHICS
We have adopted the SBC that requires all of our business activities to be conducted in compliance with laws, regulations and ethical principles and values. All officers and employees are required to read, understand and abide by the requirements of the SBC and must take annual SBC training. We have also adopted a Director Code of Ethics applicable to Keysight’s directors.
These documents are accessible on Keysight’s website at investor.keysight.com under “Governance Policies.” Any waiver of these codes for directors or executive officers may be made only by the Audit and Finance Committee. We will disclose any amendment to, or waiver from, a provision of the SBC for the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website within four business days following the date of the amendment or waiver. In addition, we will disclose any waiver from these codes for the other executive officers and for directors on the website.
DIRECTOR INDEPENDENCE
The majority of our Board is “independent” as defined by the rules of the NYSE and the Corporate Governance Guidelines adopted by the Board. For Fiscal Year 2021, the Board affirmatively determined that Paul N. Clark, James G. Cullen, Charles J. Dockendorff, Richard P. Hamada, Michelle J. Holthaus, Paul A. Lacouture, Jean M. Nye, Joanne B. Olsen, and Robert A. Rango were independent. The criteria adopted by the Board to assist it in making determinations regarding the independence of its members are consistent with the NYSE listing standards regarding director independence. To be considered independent, the Board has to determine that a director does not have a material relationship with Keysight or its subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with Keysight or its subsidiaries). In assessing independence, the Board considers all relevant facts and circumstances. In particular, when assessing the materiality of a director’s relationship with Keysight or its subsidiaries, the Board considers the issue not just from the standpoint of the director, but also from that of the persons or organizations with which the director has an affiliation.
Annually, the Board assesses the independence of directors and based on the recommendation of the Nominating and Corporate Governance Committee, makes a determination as to which members are independent.
AUDIT AND FINANCE COMMITTEE MEMBER INDEPENDENCE
We have adopted standards for Audit and Finance Committee member independence in compliance with the SEC and NYSE corporate governance listing standards. In affirmatively determining the independence of any director who will serve on the Audit and Finance Committee, the Board must consider all factors specifically relevant to determining whether such director has a relationship to Keysight or any of its subsidiaries which is material to such director’s ability to be independent from management in connection with the duties of an Audit and Finance Committee member, including, but not limited to:
The source of compensation of such director, including any consulting, advisory or other compensatory fee paid by Keysight to such director;
Whether such director is affiliated with Keysight, a subsidiary of Keysight or an affiliate of a subsidiary of Keysight; and
Whether such director serves on more than three reporting company audit committees.
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Charles Dockendorff currently serves on the audit committee of four public companies, including Keysight. The Board has considered whether such simultaneous service would impair his ability to effectively serve as the Chair of Keysight’s Audit and Finance Committee. In its analysis, the Board considered the Committee’s demanding roles and responsibilities and the time commitment required by such service. The Board also considered the skills and expertise of Mr. Dockendorff, including his prior experience as a Chief Financial Officer of a number of public companies and the various commitments of his time. After careful consideration, the Board concluded that Mr. Dockendorff’s other audit committee service does not impair his ability to effectively fulfill his responsibilities to Keysight at this time and, therefore, the Board has specifically approved his continuation as Chair of Keysight’s Audit and Finance Committee.
The Board has also determined that each of the members of the Audit and Finance Committee is independent.
COMPENSATION AND HUMAN CAPITAL COMMITTEE MEMBER INDEPENDENCE
Keysight has adopted standards for Compensation and Human Capital Committee member independence in compliance with the SEC and NYSE corporate governance listing standards. In affirmatively determining the independence of any director who will serve on the Compensation and Human Capital Committee, the Board must consider all factors specifically relevant to determining whether such director has a relationship to Keysight or any of its subsidiaries which is material to such director’s ability to be independent from management in connection with the duties of a Compensation and Human Capital Committee member, including, but not limited to:
The source of compensation of such director, including any consulting, advisory or other compensatory fee paid by Keysight to such director; and
Whether such director is affiliated with Keysight, a subsidiary of Keysight or an affiliate of a subsidiary of Keysight.
The Board has determined that each of the members of the Compensation and Human Capital Committee is independent.

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COMMITTEES OF THE BOARD OF DIRECTORS
The Board has four standing Committees and their composition as of the end of Fiscal Year 2021 was as set forth in the table below. The Board held 6 meetings during Fiscal Year 2021. Each director attended at least 75% of the total number of meetings of the Board of Directors and the total number of meetings held by all Committees of the Board on which each such director served, during the period for which each such director served. The members of the Committees and the number of Board and committee meetings during Fiscal Year 2021 are identified in the following table.
Committee Memberships (as of October 31, 2021)
Board Member
Board
Audit & Finance
Committee
Compensation
and Human
Capital
Committee
Executive
Committee
Nominating & Corporate
Governance
Paul N. Clark
(C)
James G. Cullen
(C)
Charles J. Dockendorff
(C)
Richard P. Hamada
Michelle J. Holthaus
Paul A. Lacouture
Ronald S. Nersesian
(C)
(C)
Jean M. Nye
Joanne B. Olsen
Robert A. Rango
Number of Meetings in Fiscal Year 2020
6
11
4
0
5
Keysight encourages, but does not require, its Board members to attend the annual stockholders meeting. As a result of the COVID-19 pandemic, Keysight’s then-sitting directors attended the 2021 Annual Meeting virtually.
RESPONSIBILITIES OF THE AUDIT AND FINANCE COMMITTEE
The Audit and Finance Committee is responsible for the oversight of the quality and integrity of Keysight’s consolidated financial statements, its compliance with legal and regulatory requirements, the qualifications and independence of its independent registered public accounting firm, the performance of its internal audit function and independent registered public accounting firm and other significant financial matters. In discharging its duties, the Audit and Finance Committee is expected to:
Have the sole authority to appoint, retain, compensate, oversee, evaluate and replace the independent registered public accounting firm to perform audit and non-audit services;
Review and approve the scope of the annual internal and external audits;
Meet independently with Keysight’s internal auditing staff, independent registered public accounting firm and senior management;
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Review the adequacy and effectiveness of the system of internal control over financial reporting and any significant changes in internal control over financial reporting;
Review Keysight’s consolidated financial statements and disclosures including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Keysight’s periodic reports on Form 10-K or Form 10-Q;
Establish and oversee procedures for (a) the receipt, retention and treatment of complaints received by Keysight regarding accounting, internal accounting controls or auditing matters, and (b) the confidential anonymous submission by employees of Keysight of concerns regarding questionable accounting or auditing matters;
Monitor compliance with Keysight’s SBC;
Review and monitor the adequacy and effectiveness of information security policies and programs; and
Review disclosures from Keysight’s independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independence of accountant’s communications with the Audit and Finance Committee.
In accordance with section 407 of the Sarbanes-Oxley Act, the Board identified Charles J. Dockendorff as the Audit and Finance Committee’s “Financial Experts.”
RESPONSIBILITIES OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE
The Compensation and Human Capital Committee is responsible for compensation of Keysight’s CEO and other executive officers as well as Keysight’s compensation plans, policies and programs as they affect the CEO and other executive officers. In Fiscal Year 2021, the Compensation and Human Capital Committee’s Charter was expanded to include oversight of human capital management and input to the full Board on matters related to succession planning. In recognition of these expanded responsibilities, the Compensation Committee’s name was changed to the Compensation and Human Capital Committee. In addition, the Compensation and Human Capital Committee:
Determines the compensation and the corporate goals and objectives of the performance of the CEO and other executive officers;
Reviews and evaluates the performance of the CEO and other executive officers;
Supervises and oversees the administration of Keysight’s incentive compensation, variable pay and stock programs, including the impact of such programs on Company risk;
Establishes comparator peer group and compensation targets based on this peer group for Keysight’s NEOs; and
Has sole authority to retain and terminate executive compensation consultants.
For more information on the responsibilities and activities of the Compensation and Human Capital Committee, including the Committee’s processes for determining executive compensation, see “Compensation Discussion and Analysis,” “Compensation and Human Capital Committee Report,” and “Executive Compensation” in this Proxy Statement and the Compensation and Human Capital Committee’s charter located under “Governance Policies” in the “Corporate Governance” section of our Investor Relations website at http://investor.keysight.com.
The Compensation and Human Capital Committee is aided by an independent compensation consultant, who is selected and retained by the Compensation and Human Capital Committee. The role of the compensation consultant is to advise the Compensation and Human Capital Committee on marketplace trends in executive compensation, management proposals for compensation programs, and executive officer compensation decisions. The compensation consultant also evaluates compensation for non-employee directors and equity compensation programs generally and advises the Compensation and Human Capital Committee about its recommendations to the Board on CEO compensation. To maintain the independence of the firm’s advice, the compensation consultant does not provide any services for Keysight other than those described above. Our Compensation and Human Capital Committee selected Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant to provide advice and recommendations on Fiscal

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Year 2021 executive compensation matters. In the process of selecting the independent compensation consultant, our Compensation and Human Capital Committee considered Meridian’s independence by taking into account the factors prescribed by the NYSE listing rules. Based on this evaluation, the Compensation and Human Capital Committee determined that no conflict of interest existed with respect to Meridian.
RESPONSIBILITIES OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee is responsible for assisting the Board by identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and recommending to the Board the director nominees for the next annual meeting of stockholders and the individuals to fill vacancies occurring between annual meetings of stockholders. It is also responsible for recommending to the Board the appropriate Board size and Committee structure and developing and reviewing corporate governance principles applicable to Keysight. The Nominating and Corporate Governance Committee also administers Keysight’s Related Person Transactions Policy and Procedures (the “Related Person Transactions Policy”). See “Related Person Transactions Policy and Procedures” in this Proxy Statement for more information.
RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE
The Executive Committee meets or takes written action when the Board is not otherwise meeting. The Executive Committee has full authority to act on behalf of the Board, except that it cannot amend Keysight’s Bylaws, recommend any action that requires the approval of the stockholders, fill vacancies on the Board or any Board committee, fix director compensation, amend or repeal any non-amendable or non-repeatable resolution of the Board, declare a distribution to the stockholders except at rates determined by the Board, appoint other Committees or take any action not permitted under Delaware law to be delegated to a committee.
During Fiscal Year 2021, the Executive Committee did not hold any meetings.
COMMITTEE CHARTERS
We have adopted charters for our Audit and Finance Committee, Compensation and Human Capital Committee, and Nominating and Corporate Governance Committee and Executive Committee consistent with the applicable rules and standards. Our Committee charters are located under “Governance Policies” in the “Corporate Governance” section of our Investor Relations website at investor.keysight.com.
COMPENSATION AND HUMAN CAPITAL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation and Human Capital Committee was at any time during Fiscal Year 2021 or at any other time an officer or employee of Keysight, and no member of this committee had any relationship with Keysight requiring disclosure under Item 404 of Regulation S-K. No executive officer of Keysight has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Compensation and Human Capital Committee during Fiscal Year 2021.
Each member of the Compensation and Human Capital Committee is considered independent under Keysight’s Board and Compensation Committee Independence Standards as set forth in Keysight’s Amended and Restated Corporate Governance Guidelines.
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RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES
Keysight’s SBC and Director Code of Ethics require that all employees and directors avoid conflicts of interests that interfere with the performance of their duties or the best interests of Keysight. In addition, we have adopted the written Related Person Transactions Policy that prohibits any of Keysight’s executive officers, directors or any of their immediate family members from entering into a transaction with Keysight, except in accordance with the policy. For purposes of the policy, a “related person transaction” includes any transaction (within the meaning of Item 404(a) of Regulation S-K) involving Keysight and any related person that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Under our Related Person Transactions Policy, the General Counsel must advise the Nominating and Corporate Governance Committee of any related person transaction of which he becomes aware. The Nominating and Corporate Governance Committee must then either approve or reject the transaction in accordance with the terms of the policy. In the course of making this determination, the Nominating and Corporate Governance Committee shall consider all relevant information available to it and, as appropriate, must take into consideration the following:
The size of the transaction and the amount payable to the related person;
The nature of the interest of the related person in the transaction;
Whether the transaction may involve a conflict of interest; and
Whether the transaction involved the provision of goods or services to Keysight that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to Keysight as would be available in comparable transactions with or involving unaffiliated third parties.
Under the Related Person Transactions Policy, Company management screens for any potential related person transactions, primarily through the annual circulation of a Directors and Officers Questionnaire (“D&O Questionnaire”) to each member of the Board and each officer of Keysight that is a reporting person under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The D&O Questionnaire contains questions intended to identify related persons and transactions between Keysight and related persons. If a related person transaction is identified, such transaction is brought to the attention of the Nominating and Corporate Governance Committee for its approval, ratification, revision, or rejection in consideration of all of the relevant facts and circumstances.
The Nominating and Corporate Governance Committee must approve or ratify each related person transaction in accordance with the policy. Absent this approval or ratification, no such transaction may be entered into by Keysight with any related person.
In 2014, the Board adopted the Related Person Transactions Policy to provide for standing pre-approval of limited transactions with related persons. Pre-approved transactions include:
Any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer or an equivalent), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of (i) $1,000,000, or (ii) 2% of that company’s total annual revenues.
Any charitable contribution, grant or endowment by Keysight to a charitable organization, foundation or university at which a related person’s only relationship is as an employee (other than an executive officer or an equivalent), a director or a trustee, if the aggregate amount involved does not exceed the lesser of $500,000, or 2% of the charitable organization’s total annual receipts.
Keysight will disclose the terms of related person transactions in its filings with the SEC to the extent required.

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TRANSACTIONS WITH RELATED PERSONS
We purchase services, supplies, and equipment in the normal course of business from many suppliers and sell or lease products and services to many customers. In some instances, these transactions occur with companies with which members of our management or Board have relationships as directors or executive officers. For transactions entered into during Fiscal Year 2021, none exceeded or fell outside of the pre-approved thresholds set forth in our Related Party Transaction Policy.
During Fiscal Year 2021, we did not enter into any financial transaction, arrangement or relationship in which a related person had or will have direct or indirect material interest, in an amount exceeding $120,000, except for the following:
BlackRock, Inc. holds 10.4% of Keysight’s total outstanding equity pursuant to information contained in a Schedule 13G filed with the SEC on January 27, 2021. During Fiscal Year 2021, Keysight purchased from BlackRock Life Limited, a subsidiary of BlackRock, Inc. approximately $253,400 of products and/or services, and from BlackRock Investment Management (UK) Ltd., also a subsidiary of BlackRock, Inc. approximately $197,500 of products and/or services, for a total amount of approximately $450,900. The transactions with BlackRock Life Limited and BlackRock Investment Management (UK) Ltd. fell within Keysight’s pre-approved transactions.
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Proposal 2: Ratification of the
Independent Registered Public
Accounting Firm
The Audit and Finance Committee of the Board has appointed PricewaterhouseCoopers LLP (“PwC”) as Keysight’s independent registered public accounting firm to audit its consolidated financial statements for Fiscal Year 2022. During Fiscal Years 2021 and 2020, PwC served as Keysight’s independent registered public accounting firm and also provided certain tax and other non-audit services. Although Keysight is not required to seek stockholder approval of this appointment, the Board believes it to be sound corporate governance to do so. If the appointment is not ratified, the Audit and Finance Committee will investigate the reasons for stockholder rejection and will reconsider the appointment.
Representatives of PwC are expected to attend the Annual Meeting where they will be available to respond to questions and, if they desire, to make a statement.
VOTE REQUIRED
The affirmative vote by the holders of a majority of the shares of Keysight common stock present or represented by proxy and voting at the 2022 Annual Meeting is required for approval of this proposal, provided sufficient shares are represented for the required quorum. If you are a stockholder of record and you sign your proxy card but do not provide voting instructions, your shares will be voted in accordance with the management’s recommendations for this proposal. If you are a beneficial owner and you sign your voting instruction form but do not provide voting instructions, your bank, broker, or nominee has the discretion to either vote your shares or leave your shares unvoted for this proposal.
KEYSIGHT’S BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE AUDIT AND FINANCE COMMITTEE’S APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS KEYSIGHT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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FEES PAID TO PRICEWATERHOUSECOOPERS LLP
The following table presents fees for professional audit services rendered to Keysight by PwC for the years ended October 31, 2021 and 2020.
Fee Category
FY2021
($)
%of Total
(%)
FY2020
($)
% of Total
(%)
Audit Fees
4,650,000
97
4,830,240
98
Audit-Related Fees
11,000
0
13,670
0
Tax Fees
Tax compliance/preparation
113,065
2
70,829
1
Other tax services
0
7,997
0
Total tax fees
113,065
2
78,826
2
All Other Fees
2,700
0
2,700
0
Total Fees
4,776,765
100
4,925,436
100
AUDIT FEES
Audit fees consist of fees billed for professional services rendered for the integrated audit of Keysight’s consolidated financial statements and its internal control over financial reporting and review of the interim condensed consolidated financial statements included in quarterly reports. Fees for Fiscal Years 2021 and 2020 also consist of fees billed for services that are normally provided by PwC in connection with statutory reporting and regulatory filings or engagements, and attest services, except those not required by statute or regulation.
AUDIT-RELATED FEES
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Keysight’s consolidated financial statements and are not reported under Audit Fees. These services include accounting consultations in connection with acquisitions and divestitures, attest services that are not required by statute or regulation, and consultations concerning financial accounting.
TAX FEES
Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, tax audits and appeals, customs and duties, mergers and acquisitions and international tax planning.
ALL OTHER FEES
All other fees consist of fees for all other services other than those reported above. These services include a license for specialized accounting research software. Keysight’s intent is to minimize services in this category.
In making its recommendation to ratify the appointment of PwC as Keysight’s independent registered public accounting firm for the Fiscal Year 2022, the Audit and Finance Committee has considered whether services other than audit and audit-related services provided by PwC are compatible with maintaining the independence of PwC.
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AUDIT AND FINANCE COMMITTEE PREAPPROVAL POLICY
The Audit and Finance Committee’s policy is to preapprove all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Preapproval is generally provided for up to one year and any preapproval is detailed as to the particular service or category of services and is subject to a specific budget.
KEYSIGHT’S BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE AUDIT AND FINANCE COMMITTEE’S APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS KEYSIGHT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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AUDIT AND FINANCE COMMITTEE REPORT
The Audit and Finance Committee Report does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that Keysight specifically incorporates the Audit and Finance Committee Report by reference therein.
December 15, 2021
The Audit and Finance Committee of the Board reviewed the quality and integrity of Keysight’s consolidated financial statements contained in the 2021 Annual Report on Form 10-K, its compliance with legal and regulatory requirements, the qualifications and independence of its independent registered public accounting firm, the performance of its internal audit function and independent registered public accounting firm and other significant financial matters. Each of the Audit and Finance Committee members satisfies the definition of independent director and is financially literate as established in the NYSE Listing Standards. In accordance with section 407 of the Sarbanes-Oxley Act, the Board has identified Charles J. Dockendorff as the Audit and Finance Committee’s “Financial Expert.” Keysight operates with a November 1 to October 31 fiscal year. The Audit and Finance Committee met eleven times during the Fiscal Year 2021.
The Audit and Finance Committee’s work is guided by a written charter that the Board has approved. The Audit and Finance Committee regularly reviews its charter to ensure that it is meeting all relevant audit committee policy requirements of the SEC, the Public Company Accounting Oversight Board and the NYSE. You can access the latest Audit and Finance Committee charter by clicking on “Governance Policies” in the “Corporate Governance” section of the web page at www.investor.keysight.com or by writing to us at Keysight Technologies, Inc., 1400 Fountaingrove Parkway, Santa Rosa, California 95403, Attention: Investor Relations.
The Audit and Finance Committee has reviewed and discussed with management and PwC, Keysight’s independent registered public accounting firm, Keysight’s audited consolidated financial statements and Keysight’s internal control over financial reporting. The Audit and Finance Committee has discussed with PwC, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
The Audit and Finance Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit and Finance Committee concerning independence and has discussed with PwC its independence from Keysight. Based on the review and discussions noted above, the Audit and Finance Committee recommended to the Board that Keysight’s audited consolidated financial statements be included in Keysight’s Annual Report on Form 10-K for the Fiscal Year 2021 and be filed with the SEC.
Submitted by:
Audit and Finance Committee
Charles J. Dockendorff, Chair
Paul A. Lacouture
Robert A. Rango
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