Jean Nye
Keysight TechnologiesAbout Jean M. Nye
Jean M. Nye (age 72) is Keysight’s Lead Independent Director (since September 2022) and has served on the board since October 2014. She chairs the Nominating & Corporate Governance Committee, and sits on the Compensation & Human Capital Committee and the Executive Committee; the board has determined she is independent. Ms. Nye previously served as Senior Vice President of Human Resources at Agilent (1999–2014) and held multiple leadership roles at Hewlett-Packard over 19 years; she holds a BA from Princeton and an MBA from Harvard. She has no current or recent (past five years) public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilent Technologies | Senior Vice President of Human Resources (first CHRO) | Aug 1999 – Oct 2014 | Led leadership and cultural transformation as Agilent established its strategy and practices post-HP separation. |
| Hewlett-Packard | Director of Education; prior roles in Manufacturing, Quality, Strategic Planning, and HR | 1997 – 1999 (Director of Education); ~19 years total at HP | Built deep institutional knowledge across HP functions relevant to Keysight’s heritage. |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Current public company boards | None | — | No current public directorships. |
| Former public company boards (past five years) | None | — | None disclosed. |
| Non-profit/academic | Several schools and non-profit organizations | Director | Organizations not enumerated in proxy. |
Board Governance
- Committee assignments and roles: Lead Independent Director; Chair, Nominating & Corporate Governance; Member, Compensation & Human Capital; Member, Executive.
- Independence: Board affirmatively determined Ms. Nye is independent under NYSE standards for FY2024; no family relationships with executives/directors.
- Board meeting/committee cadence FY2024: Board (8), Audit & Finance (10), Compensation & Human Capital (5), Executive (0), Nominating & Corporate Governance (2).
- Attendance: Each director attended at least 75% of combined board/committee meetings during periods served; all then-sitting directors attended the 2024 Annual Meeting.
- Lead Independent Director scope: presides over independent sessions when Chair not present; leads CEO evaluation with CHC; guides board self-assessment and succession reviews; reviews board agendas; liaison between independent directors and Chair.
- Board classification and term: Class II director (term expired 2025); re-elected March 20, 2025 for a term expiring 2028.
Fixed Compensation (Non-Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer. |
| Lead Independent Director premium | $50,000 | Paid in cash at start of plan year. |
| Committee chair premium (Nominating & Corporate Governance) | $15,000 | Chair premium for N&CG. |
| Audit & Finance Committee member premium | N/A | Only A&F members receive +$10,000; Ms. Nye is not on A&F. |
| Fees paid/earned in cash (FY2024) | $165,000 | Reported for Ms. Nye. |
- Director compensation limit: $750,000 total (cash + equity) per fiscal year.
- Stock ownership guideline: 5× annual cash retainer ($500,000) within 5 years; as of Oct 31, 2024, each non-employee director had achieved the guideline.
Performance Compensation (Equity for Non-Employee Director)
| Item | Details |
|---|---|
| Equity grant policy | Fixed-value annual stock grant of $250,000; number of shares set by 20-day average FMV; granted on March 1 or first trading day after annual meeting; fully vested at grant. |
| Deferral feature | Directors may elect to defer all/part of equity into the non-employee director deferred compensation plan. |
| FY2024 stock award (Ms. Nye) | $251,964 grant date fair value (ASC 718). |
| Vehicle/performance | Full-value stock awards; no performance metrics; immediate vesting (alignment via equity mix and ownership guidelines). |
No options or performance-conditioned director equity is disclosed; director equity is time-based/fully vested at grant as per the program.
Other Directorships & Interlocks
| Aspect | Status |
|---|---|
| Current public company directorships | None. |
| Former public boards (past five years) | None. |
| Compensation & Human Capital Committee interlocks | None; CHC members (incl. Nye) had no relationships requiring Item 404 disclosure and no reciprocal compensation committee/board interlocks. |
Expertise & Qualifications
- Board-designated skills: Technology; Global Business; Leadership; Strategic Transactions; Financial Literacy; Institutional Knowledge; Enterprise Human Capital Management; Board Diversity.
- Human capital/succession strength: Noted for advising on senior executive succession planning; deep knowledge from Agilent/HP leadership.
Equity Ownership
| Holder | Common Shares Owned | Shares Subject to Stock Awards | Deferred Stock | Total Beneficial | % of Class |
|---|---|---|---|---|---|
| Jean M. Nye | 38,793 | — | — | 38,793 | <1% |
| Shares outstanding (as of Jan 22, 2025) | 172,907,141 | — | — | — | — |
- Pledging/hedging: Company policy prohibits hedging, short selling, and pledging by employees and directors.
- Ownership guideline: Directors must hold ≥5× retainer; all met guideline by Oct 31, 2024.
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approval: 91% support.
- FY2025 annual meeting outcomes (Mar 20, 2025): Say-on-pay approved (For 126,424,169; Against 13,458,375; Abstain 248,050; Broker non-votes 15,169,384).
- Shareholder engagement: Outreach to holders representing over 50% of shares to discuss ESG/governance; ongoing board diversity efforts.
Director Election Results (2025 Annual Meeting)
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| James G. Cullen | 125,443,528 | 14,343,124 | 343,942 | 15,169,384 |
| Michelle J. Holthaus | 128,291,162 | 11,650,414 | 189,018 | 15,169,384 |
| Jean M. Nye | 117,890,735 | 22,065,286 | 174,573 | 15,169,384 |
| Joanne B. Olsen | 127,868,596 | 12,084,269 | 177,729 | 15,169,384 |
- Observation: Ms. Nye received fewer “For” votes and more “Against” votes relative to other nominees on the slate, though she was duly re-elected.
- Governance action: Stockholders approved an advisory proposal to adopt annual election of directors (For 136,708,265; Against 2,128,994; Abstain 1,125,026; Broker Non-Votes 15,336,679).
Related-Party Transactions and Conflicts
- Related person transactions: None involving Ms. Nye disclosed since the beginning of FY2024; overall Item 404 transactions limited to de minimis purchases from BlackRock subsidiaries and compensation of an executive’s family member; all within policy.
- Oversight: Nominating & Corporate Governance Committee (chaired by Ms. Nye) administers the Related Person Transactions Policy.
- Section 16(a) compliance: No delinquent filings noted for Ms. Nye; one late Form 4 in FY2024 was for another director (Nersesian).
Insider Trades
| Period | Summary |
|---|---|
| FY2024/FY2025 (proxy/8-K disclosures) | The proxy includes Section 16(a) compliance statements but does not summarize Ms. Nye’s Form 4 transactions; no delinquencies for Ms. Nye are noted. For detailed trade history, refer to Form 4 filings. |
Compensation Committee Analysis
- Committee composition (FY2024): Members included James G. Cullen, Richard P. Hamada, Michelle J. Holthaus, Jean M. Nye, and Chair Joanne B. Olsen; all independent.
- Consultant: Meridian Compensation Partners served as independent advisor; Committee determined no conflicts of interest.
- Director pay benchmarking: Meridian’s 2023 review recommended no increase for plan year beginning March 1, 2024; Board approved.
Governance Assessment
-
Positives
- Strong governance profile: Separate Chair/CEO; empowered Lead Independent Director; independent committees; regular independent director sessions.
- Clear oversight roles: Ms. Nye chairs governance (policy oversight, related-party review) and participates on compensation; robust related-person policy and no Nye-related transactions disclosed.
- Ownership alignment: 5× retainer guideline achieved by all non-employee directors; director equity grants plus prohibition of pledging/hedging support alignment.
- Engagement and Say-on-Pay: 91% say-on-pay support in FY2024; continued investor outreach.
-
Watch items
- Director vote dispersion: Ms. Nye received materially higher “Against” votes versus fellow nominees in 2025; while re-elected, this may warrant engagement to understand investor concerns (e.g., tenure, roles, or governance stances).
- Board declassification momentum: Stockholders approved advisory proposal for annual director elections; governance framework may evolve, increasing accountability and refresh expectations for long-tenured directors.
-
No red flags identified
- No attendance failures (≥75% for all directors; Ms. Nye included).
- No item 404 conflicts for Ms. Nye; no interlocks on CHC.
- Director compensation in line with program; cash/equity mix standard; within shareholder-approved limits.
Overall, Ms. Nye brings deep human capital and institutional expertise as LID and governance chair, with solid alignment and compliance posture; the relatively lower director support in 2025 is a notable signal to monitor and engage on ahead of declassification.