KEYS Keysight Technologies Inc

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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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.

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.

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.

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.

 

 

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.

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 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.

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:

 

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.

 

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

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 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:

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.

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.

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

Mrs. Holthaus has served as 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.

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.

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.

Ms. Nye has in-depth knowledge of Keysight and its businesses, having been a leader at Keysight’s predecessors, Agilent and HP, for over 30 years. Over the course of her career, she developed considerable expertise in Keysight’s businesses, policies and practices. This perspective provides valuable insight on the Keysight Board.

Ms. Olsen 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.

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.

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.

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.

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

Mr. Lacouture 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.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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 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.

The Borderless Information Security Program is focused on the following priorities:

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.

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.

Keysight maintains information security risk insurance to offset the costs of an information security breach. The policy is reviewed annually and updated as needed.

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.

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.

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.

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.

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:

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.

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.

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.

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.

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

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.

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.

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.

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:

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.

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 Board has determined that each of the members of the Compensation and Human Capital Committee is independent.

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.

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:

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.”

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:

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

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.

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.

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.

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.

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:

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:

Keysight will disclose the terms of related person transactions in its filings with the SEC to the extent required.

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:

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.

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.

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 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 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 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.

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.