Keysight Technologies, Inc. KEYS

44% shingled-prose overlap between the two filings.

2025: 191,872 chars · 2026: 199,105 chars

• Committee Report:79% overlap (1,468 → 1,487 chars)
• Pay Ratio (Item 402(u)):44% overlap (2,286 → 1,991 chars)
• Say-on-Pay proposal:58% overlap (741 → 863 chars)

• changedAs of the end of Fiscal Year 2025, 2024,our NEOs and their titles were as follows:
• newDougherty Executive Vice President and Chief Financial Officer Ingrid A.
• newEstrada(1) Senior Vice President, Chief Supply Chain and Operations Soon Chai Gooi(2) Former Senior Vice President, Order Fulfillment and Digital Operations Kailash Narayanan Senior Vice President, President Communications Solutions Group John Page Senior Vice President, President Global Services
• new(1)On May 26, 2025, Ms. Estrada’s position changed from Chief People and Administrative Officer and Chief of Staff to Senior Vice President, Chief Supply Chain and Operations.
• new(2)On May 26, 2025, Mr. Gooi stepped down from his position as Senior Vice President, Order Fulfillment and Digital Operations and retired from the Company on October 31, 2025.
• changed2026 2025Proxy Statement 47
• newWhat We Do What We Don’t Do • Independent Compensation Committee.
• newCompensation and Human Capital Committee of the Board of Directors (“Compensation and Human Capital Committee”) is comprised 100% of independent directors • Independent Compensation Consultant.
• newThe Compensation and Human Capital Committee retains an independent compensation consultant • Mix of Short- and Long-Term Incentives.
• newBalance short- and long-term incentives, cash and equity, and fixed and variable pay elements to executive officers to discourage short-term risk taking at the expense of long-term results • Performance-Based Equity.
• newAwards comprise approximately 60% of the overall equity allocation to executive officers • Pay for Performance.
• newApproximately 87% of our NEOs’ pay is performance-based and at risk • Meaningful Performance Goals.
• newSet meaningful goals for performance-based short and long-term compensation • Maximum Payout Limits.
• newAnnual cash incentives and performance-based restricted stock units (“PSUs”) each have a maximum payout limit • Robust Clawback Policies.
• newMaintain multiple clawback policies that apply to cash incentives and equity awards • Annual Risk Assessments.
• newAnnually assess and mitigate compensation risk • Annual Advisory “Say-on-Pay” Vote.
• newSolicit an annual advisory vote on executive compensation • Stock Ownership Guidelines.
• newMaintain robust stock ownership guidelines • No Multi-Year Guarantees.
• newNo employment agreements providing for multi-year guarantees of salary increases, non- performance-based bonuses or equity compensation • No Dividends on Unvested Awards.
• newNo dividends or dividend equivalents on unearned awards • No Hedging or Pledging.
• newNo executive officers engaging in hedging transactions or pledging our securities as collateral for loans • No Excessive Change in Control Awards.
• newNo single trigger change of control acceleration of vesting for equity awards • No Excessive Perquisites • No Excessive Severance Benefits • No Golden Parachute Tax Gross Ups • No Discretionary Incentives • No Repricing or Repurchasing of Underwater Stock Options.
• newNo repricing or repurchasing of underwater stock options or stock appreciation rights without stockholder approval
• changed48 2026 2025Proxy Statement
• changedRESULTS OF 2025 2024STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION
• changedIn November 2024, 2023,the Compensation and Human Capital Committee set the Company’s executive compensation for Fiscal Year 2025 2024executivecompensationafter considering, among other factors, the strong stockholder support (91% (89%approval of votes cast) that our say-on-pay proposal received at its 2024 2023Annual Meeting of Stockholders.
• changedDuring the 2025 2024Annual Meeting of Stockholders, our say-on-pay proposal received 90% 91%approval of the votes cast, which was taken into consideration by the Compensation and Human Capital Committee in determining our executive compensation for Fiscal Year 2026. 2025.
• changedThe Compensation and Human Capital Committee believes that the results of the 2024 2023and 2025 2024votes confirm the philosophy of linking our executive compensation to our operating objectives and the enhancement of stockholder value.
• changedThe Compensation and Human Capital Committee largely retained its approach to executive compensation for Fiscal Year 2025. 2024.
• changedAttract and Retain Pay-for-Performance Offer a total compensation program that is flexible enough to adapt flexiblyadaptsto changing economic, regulatory, and organizational conditions, while taking andtakesinto consideration the compensation practices of peer companies based on an objective set of criteria Provide a significant portion of compensation through variable, performance-based components that are at-risk and based on achievement of pre-defined designatedobjectives
• changedAlign Executive Interests with our Stockholders Reward Actual Achievement Align the interests of our executives with our stockholders by tying a significant portion of their total compensation to Keysight’s overall financial and operating performance and creation of long-term stockholder value Compensate for achievement of short-term and long-term company financial and operating goals and refrain from providing special benefits except in limited circumstances value.
• changed2026 2025Proxy Statement 49
• changedELEMENTS OF FISCAL YEAR 2025 2024COMPENSATION
• changedThis section describes the elements of Fiscal Year 2025 2024compensation for our executive officers, including NEOs.
• changedElement Purpose How this Relates to our Philosophy Base Salary • Attract and Retain Executives • Provide fixed compensation to attract and retain key executives STI • Pay-for-Performance • Establish appropriate short-term performance metrics to thattheCompensationandHumanCapitalCommitteebelieveswilldrive our future growth and profitability • Reward Achievement • Reward achievement of short-term performance metrics •AlignwithourESGinitiatives•PortionofbonuspayoutistiedtoachievementofCompanyESGinitiatives• Align Interests with Stockholders • Bonus payout tied to Company performance consistent with FY25 FY24financial plan • Attract and Retain Executives • Offer market competitive incentive opportunities RSUs • Attract and Retain Executives • Promotes ​Servicerequiredthroughtheapplicablelong-termservicevestingperiod,unlessretirementeligible,toencourageretention of our executives throughout long- term service vesting period • Align Interests with Stockholders • Align the interests of executives with those of stockholders by issuing equity awards, the value of which is correlated to our stock price PSUs • Pay-for-Performance • Establish appropriate performance metrics to thattheCompensationandHumanCapitalCommitteebelieveswilldrive our future growth and profitability • Reward Achievement • Provide meaningful and appropriate incentives for achieving annual and performance period financial goals that theCompensationandHumanCapitalCommitteebelievesare important to forthe company’s short- and long-term success • Align Interests with Stockholders • Tie payout of awards to relative TSR performance and profitability • Attract and Retain Executives • Service required through the applicable three-year performance period, unless retirement eligible, to encourage retention of our executives Other Employee Benefits (Termination Agreements) • Attract and Retain Executives • Intended to ease an NEO’s transition due to an unexpected employment termination and to retain and encourage our NEOs to remain focused on our business and the interests of our stockholders if considering strategic alternatives • Align Interests with Stockholders • Mitigate any potential employer liability and avoid future disputes or litigation Retirement Benefits • Attract and Retain Executives • Retain and encourage our employees, including executives, to remain focused on our business for the long term
• changed50 2026 2025Proxy Statement
• newFISCAL YEAR 2025 VALUE CREATION AWARDS
• newDuring Fiscal Year 2025, the Compensation and Human Capital Committee determined it was in the best interest of the Company to provide performance-based incentives (“Value Creation Awards”) to certain employees including Messrs.
• newDougherty and Narayanan.
• newValue Creation Awards were provided to drive cost synergies and revenue growth following the Company’s acquisition of Spirent Communications, PLC (“Spirent”).
• newFor the purposes of granting Value Creation Awards, the Compensation and Human Capital Committee determined that recipients would need to achieve two performance goals: targeted annualized cost savings realized following the Spirent acquisition (the “Realized Annualized Cost Synergies Goal”) and targeted revenue generated from the Spirent acquisition (the “Revenue Growth Goal”), both assessed over a two-year period beginning on November 1, 2025 and ending on October 31, 2027.
• new•100% of the Value Creation Awards would be earned based upon the achievement of both hurdles during the defined performance period: the Realized Annualized Cost Synergies Goal in Year One and the Revenue Growth Goal in Year Two.
• new•If the Year One Realized Annualized Cost Synergies Goal is not achieved, the maximum payout will be capped at 50% of target.
• new•This 50% payout opportunity may only be earned if both the Realized Annualized Cost Synergies Goal and Revenue Growth Goal are achieved in Year Two.
• newThe Compensation and Human Capital Committee intended both performance goals to be challenging to achieve, generally presenting a similar or higher degree of difficulty of achievement in comparison to the revenue goals used under the STI Plan in recent prior years and reflecting the Compensation and Human Capital Committee’s continued application of rigor in its goal setting.
• newThe Realized Annualized Cost Synergies Goal and Revenue Growth Goal for the fiscal Value Creation Awards will not be disclosed until after the completion of the two-year performance period as they represent competitively sensitive information.
• newAt the end of the performance period and in connection with the settlement of the shares, the Compensation and Human Capital Committee will certify results, and the foregoing formula will be used to determine the shares awarded to each NEO, provided that each remains employed through the date on which the shares are distributed.
• changedThe following table shows the Value Creation LTIAwards granted toourNEOsin Fiscal Year 2025 to the NEOs. 2024.
• newName PSU Value Creation Grant Awards (#) Total Target Value of Value Creation Awards ($) Neil P.
• newDougherty 5,965 $1,000,000 Kailash Narayanan 8,948 $1,500,000
• changed2026 2025Proxy Statement 51
• changedThe graphics graphsbelow show the Fiscal Year 2025 2024total target direct compensation for our CEO, and the other NEOs.
• changedIn Fiscal Year 2025, 2024,approximately 94% 93%of our CEO’s and approximately 87% 86%of our average NEO’s total direct compensation was at-risk, with LTI comprising 84% of our CEO’s and 75% 73%of our average NEO’s total target compensation and STI comprising 10% 9%of our CEO’s and 12% 13%for our average NEO’s total target compensation.
• changedPay Element Performance Metric At Risk Base Salary — — STI85%-150% STI90%-125%of Base Salary Non-GAAP EPS Earned based on earnings compared to targets directly tied to the approved financial plan Keysight Non-GAAP Revenue Plan Earned based on revenue achievement Keysight Non-GAAP CSG ​ESIRevenue Plan(1) Earned based on CSG Revenue achievement Non-GAAP ESI Revenue Plan(2) Earned based on ESI business revenue achievement Non-GAAP KGSO Revenue Plan(3) Earned based on KGSO business revenue achievement Non-GAAP KGSO Order Plan(3) Earned based on reported KGSO orders achievement Keysight WWQ(1) Earned based on global worldwidequota achievement ESGEarnedbasedonannualresultsofESGobjectivesLTI: PSUs60% of target LTI value 3-Year Relative TSR Earned based on share price performance relative to the S&P 500 Index over a three-year period 3-Year Average Non- GAAP OM Earned based on annual profit generation over a three-year period LTI: RSUs40% of target LTI value — Value directly aligns with value delivered to stockholders
• new(1)Non-GAAP CSG Revenue and WWQ are applicable to Mr. Narayanan only.
• new(2)Non-GAAP ESI Revenue is applicable to Mr. Gooi only.
• new(3)Non-GAAP KGSO Revenue and Orders are applicable to Mr. Page only.
• changed52 2026 2025Proxy Statement
• changedThe base salaries of our NEOs are set annually by the Compensation and Human Capital Committee, with consideration given to the Compensation Factors (as defined in the section entitled “Factors for Determining Compensation” below) Compensation”)for each NEO and Keysight’s expected operating budget.
• newAfter taking into account these and other factors, the Compensation Committee approved the following adjustments to base salaries, effective December 1, 2024:
• changedNEO Fiscal Year 2024 2023Base Salary Fiscal Year 2025 2024Base Salary Percentage (%) of Change Satish C.
• changedDhanasekaran $900,000 $936,000 4.0% $900,0000.0%Neil P.
• newDougherty $650,000 $675,000 4.0% Ingrid A.
• newEstrada $578,000 $600,000 4.0% Soon Chai Gooi(1)(2) $492,161 $512,122 0.0% Kailash Narayanan(3) $515,000 $600,000 17.0% John Page $490,000 $490,000 0.0%
• changed(1)Mr. Gooi is paid in Malaysian Ringgit, and his 2025 2024base salary was converted to U.S. dollars based on the currency exchange rate as of October 31, 2025 2024for reporting purposes.
• changed(2)Mr. Gooi’s Malaysian Ringgit base salary remained unchanged in Fiscal Year 2025. 2024.
• new(3)Mr. Narayanan’s base salary increase was approved as part of the annual review undertaken by the Compensation and Human Capital Committee, taking into account a competitive market review, the compensation provided to individuals in comparable positions in our compensation peer group, as well as his time-in-role and contributions to Keysight’s business.
• changedThe Company’s Performance-Based Compensation Plan for Covered Employees (the “STI Plan”) for our NEOs and others in executive and senior manager roles provides semi-annual cash awards contingent upon the achievement of semi-annual financial andannualESGobjectives established by the Compensation and Human Capital Committee shortly after the beginning of each performance period.
• changedThe short-term cash incentives are tied to financial andESGobjectives with each objective weighted depending on the executive’s role and responsibilities.
• changed2026 2025Proxy Statement 53
• changedFinancial Objectives for Fiscal Year 2025 2024
• changedFor Fiscal Year 2025, 2024,we retained non-GAAP EPS as one of the financial objectives for the short-term cash incentives for our NEOs in order to drive the following behaviors:
• newKeysight Non-GAAP Revenue Plan remained our second financial objective for the short-term cash incentives.
• newTo adjust for the impact of tariffs, Keysight modified the second-half Fiscal Year 2025 Non-GAAP EPS and Revenue to exclude tariff effects, while leaving the second half plan and its performance metrics unchanged.
• newDedicated Non-GAAP Revenue plans have been established to measure revenue performance attributable to CSG, ESI, and KGSO.
• newThe KGSO Order plan is applied as a financial metric for our Senior Vice President, President Global Services.
• changedKGSO Orders WWQisbasedonorders,whichare recognized based on Company policy that defines how purchase commitments are to be accepted.
• changedFor our CSG salesorganization, we believe the best indication of performance is the achievement of quota, therefore Keysight WWQ is applied as a financial metric for our Senior Vice President, President Communications Solutions Group. ChiefCustomerOfficer.
• changedFor Fiscal Year 2025, 2024,our STI Plan was designed with a core focus to drive optimal performance on key short-term objectives.
• changed54 2026 2025Proxy Statement

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