Charles Dockendorff
Keysight TechnologiesAbout Charles J. Dockendorff
Independent director at Keysight Technologies since October 2014; age 70 at the January 22, 2025 record date. Former long-tenured CFO with deep audit, accounting, treasury, tax and financial planning experience; designated by the Board as the Audit and Finance Committee’s “Financial Expert.” He currently chairs the Audit & Finance Committee and serves on the Nominating & Corporate Governance Committee; the Board has affirmed his independence. Education: B.S. in Business Administration & Accounting (University of Massachusetts) and M.S. in Finance (Bentley College).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covidien plc | Executive Vice President & Chief Financial Officer | 2006–Mar 2015 | Provided extensive accounting, tax, treasury, financial planning, and audit leadership |
| Covidien plc / Tyco Healthcare | Vice President & Chief Financial Officer | 1995–2006 | Financial leadership through Tyco Healthcare and Covidien eras |
| Tyco Healthcare | Chief Financial Officer | Appointed 1995 | Transitioned from Kendall Controller to CFO of Tyco Healthcare |
| Kendall Healthcare Products Company | Vice President & Controller | 1994 | Senior controllership role prior to Tyco Healthcare CFO appointment |
| Epsco Inc. and Infrared Industries, Inc. | CFO, VP Finance & Treasurer | Prior to joining Kendall/Tyco | Senior finance executive roles |
External Roles
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| Boston Scientific Corporation | Director | Audit committee member (as part of serving on 4 public company audit committees including KEYS) | Board-disclosed multi-audit-committee service; Board assessed capacity |
| Haemonetics Corporation | Director | Audit committee member (as above) | See above |
| Hologic, Inc. | Director | Audit committee member (as above) | See above |
Board Governance
| Item | Detail |
|---|---|
| Board Class/Term | Class I (with Ronald S. Nersesian and Robert A. Rango); term expires 2027 |
| Committees | Audit & Finance (Chair); Nominating & Corporate Governance (Member) |
| Financial Expert | Identified by the Board as the Audit & Finance Committee’s “Financial Expert” |
| Independence | Board affirmatively determined Mr. Dockendorff is independent (FY2024) |
| Attendance | Each director attended at least 75% of combined Board/committee meetings served (FY2024) |
| Meetings in FY2024 | Board 8; Audit & Finance 10; Nominating & Corporate Governance 2 |
| Executive Sessions/Structure | Separate Chair and CEO; Lead Independent Director; regular meetings of independent directors without management |
| Cyber/InfoSec Oversight | Audit & Finance Committee oversees information security risk; committee entirely independent |
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount/Terms |
|---|---|
| Annual Cash Retainer | $100,000 |
| Audit & Finance Committee Chair Premium | $30,000 |
| Audit & Finance Committee Member Premium | $10,000 (paid to all A&F members including the Chair) |
| Total Cash (Mr. Dockendorff) | $140,000 |
| Equity Grant (Full-Value Shares) | Target ~$250,000; grant calculated by dividing $250,000 by 20-trading-day average price; fully vested at grant; deferral optional |
| Stock Awards (Grant-Date Fair Value – FY2024) | $251,964 |
| Total Compensation (FY2024) | $391,964 |
| Program Notes | Emphasis on equity; deferral options; annual cap on director compensation of $750,000 |
Performance Compensation
- Keysight does not use performance-based metrics (e.g., PSUs/TSR) for non-employee director pay; equity grants are time-based and fully vested at grant per the director program. No performance metric table applies for directors.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Additional Public Boards | Boston Scientific; Haemonetics; Hologic |
| Audit Committee “Overboarding” Consideration | Serves on audit committees of four public companies (including KEYS). Board evaluated workload/skills and specifically approved his continuation as KEYS Audit & Finance Chair, concluding service does not impair effectiveness at this time. |
| Compensation Committee Interlocks | None disclosed for KEYS Compensation & Human Capital Committee members; no insider participation |
| Related Party Transactions | Company disclosed none involving related persons exceeding thresholds; no Dockendorff-specific transactions disclosed |
Expertise & Qualifications
- Deep CFO background with extensive accounting, tax, treasury, financial planning, and audit knowledge; Board-designated “Financial Expert.”
- Skill matrix flags include Technology, Global Business, Leadership, Strategic Transactions, Financial Literacy, and Institutional Knowledge.
- Brings boardroom oversight in regulated, technology-intensive sectors via BSC, HAE, HOLX directorships.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares of Common Stock (Direct) | 7,539 |
| Deferred Stock/Equivalents | 45,215 |
| Total Beneficial Ownership | 52,754; <1% of shares outstanding |
| Stock Ownership Guideline | 5x annual cash retainer ($500,000); all non-employee directors met guideline within five years as of Oct 31, 2024 |
| Hedging/Pledging | Prohibited for directors under company policy |
Governance Assessment
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Strengths
- Audit Chair with CFO pedigree and designated “Financial Expert,” supporting robust oversight of reporting, controls, compliance and cybersecurity risk.
- Clear independence; no related-party transactions disclosed; prohibitions on hedging and pledging reinforce alignment.
- Director pay structure emphasizes equity with ownership guidelines (5x retainer) and disclosed compliance, promoting skin-in-the-game.
- Shareholder support context: Say-on-Pay received 91% approval in FY2024, indicating favorable sentiment toward compensation governance.
-
Watch items / potential red flags
- Audit committee “overboarding”: service on four public company audit committees (including KEYS) exceeds common best-practice thresholds; KEYS Board specifically assessed and approved continuation, but investors often monitor time-commitment risks.
- Attendance disclosure is at the ≥75% threshold across directors rather than individual detail; continued monitoring of engagement is warranted given significant committee workload (A&F: 10 meetings in FY2024).
-
Compensation alignment for directors
- FY2024 program unchanged; cash retainer plus A&F chair and member premia align pay with workload; equity fully vested at grant and deferrable to facilitate ownership.
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Overall view
- Dockendorff’s financial acumen and role as Audit Chair are positive for board effectiveness; the multi-audit-committee service is a governance watch point, mitigated by explicit Board review and approval.