Jeffrey Li - Senior Vice President, General Counsel and Secretary | Keysight Technologies (KEYS) Executive Profile & Compensation

About Jeffrey Li

Jeffrey K. Li is Senior Vice President, General Counsel, and Secretary of Keysight Technologies, serving in this role since July 2019; he previously was Vice President, Assistant General Counsel, and Assistant Secretary from 2013–2019 and Senior Counsel at Agilent from 2011–2013. He is 55 years old and acts as corporate secretary and lead legal officer, frequently signing 8‑Ks and transaction filings on behalf of Keysight . Company performance during FY2024: GAAP revenue $4.98B (-9% YoY), GAAP net income $614M (-42% YoY), GAAP EPS $3.51 (-41% YoY), non‑GAAP EPS $6.27 (-25% YoY); relative TSR for FY22–FY24 was -13.5% vs S&P 500 TR 32.7% (0% PSU payout on TSR, 111.7% payout on non‑GAAP OM PSU) .

Past Roles

Organization	Role	Years	Strategic Impact
Keysight Technologies	SVP, General Counsel & Secretary	2019–present	Corporate governance, legal oversight; regular SEC signatory and proxy leadership as Corporate Secretary .
Keysight Technologies	VP, Assistant General Counsel & Assistant Secretary	2013–2019	Supported board/SEC processes; frequent 8‑K signatory in legal/board matters .
Agilent Technologies	Senior Counsel	2011–2013	Pre‑spin legal work; experience across corporate transactions and compliance .

External Roles

Organization	Role	Years	Strategic Impact
None disclosed	—	—	No public company directorships disclosed; serves internally as officer/secretary providing opinions and certifications in capital markets transactions .

Fixed Compensation

Keysight discloses individual compensation only for Named Executive Officers (NEOs); Li (General Counsel) is not listed among NEOs, so his base salary/bonus figures are not disclosed .
Executive compensation framework for officers includes base salary plus STI/LTI programs, but specific amounts for Li are not reported in the proxy .

Performance Compensation

Executives and senior managers participate in a semi‑annual STI plan tied to company metrics: non‑GAAP EPS, Keysight non‑GAAP revenue, ESI revenue (role‑specific), WWQ orders (sales roles), and annual ESG diversity/retention goals; H2 FY24 payouts were capped at target due to a board “Reset Plan” amid market downturn .

STI Objective	H1 FY24 Target/Threshold/Max	H1 FY24 Actual/Attainment	H1 FY24 Payout	H2 FY24 Target/Threshold/Max	H2 FY24 Actual/Attainment	H2 FY24 Payout (capped)
Non‑GAAP EPS ($)	$1.60 / $3.20 / $4.81	$3.04 / 94.9%	95.0%	$1.55 / $3.10 / $4.65	$3.23 / 104.1%	100.0%
Keysight Non‑GAAP Revenue ($mm)	$2,286 / $2,540 / $2,794	$2,469 / 97.2%	85.0%	$2,231 / $2,479 / $2,727	$2,500 / 100.8%	100.0%
ESI Revenue ($mm)	$81 / $90 / $99	$94 / 104.2%	140.0%	$50 / $56 / $61	$47 / 84.7%	0.0%
WWQ Orders ($mm)	$2,448 / $2,720 / $2,992	$2,432 / 89.4%	0.0%	$2,404 / $2,671 / $2,938	$2,593 / 97.1%	97.0%
ESG Hiring/Population	Women hires 34.4%; URM hires 50.1%; Women pop 31.0%; URM pop 44.4% targets	Women hires 32.8% (No), URM hires 57.5% (Yes); Women pop 31.2% (No), URM pop 45.8% (No)	50.0% payout	—	—	—

LTI structure for officers emphasizes PSUs (60% of LTI value) split between 3‑year relative TSR and 3‑year average non‑GAAP OM, plus RSUs (40%) vesting in four equal annual installments from grant anniversary; PSU payout schedules: TSR 25–200% vs S&P 500 TR; OM ±5 pts from plan = 50–200% .
FY22–FY24 PSU outcomes: TSR 0% payout; OM 111.7% payout (with detailed annual OM results) .

Equity Ownership & Alignment

10b5‑1 plan: Jeffrey K. Li adopted a Rule 10b5‑1 plan on June 3, 2025 to sell up to 10,295 shares, expiring May 29, 2026, indicating scheduled selling over the plan horizon (tax withholding on net settlement may reduce gross sales) .
Pledging/hedging: Keysight prohibits hedging and pledging by executive officers; quarterly blackout windows apply; 10b5‑1 trading plans are permitted for pre‑scheduled trades .
Stock ownership guidelines for officers: CEO 6x salary; CFO/COO 3x salary or 80,000 shares; all other executive officers (includes General Counsel) 3x salary or 40,000 shares; compliance is reviewed annually .

Ownership Policy	Requirement	Applies To
Multiple of salary	CEO 6x	CEO
Multiple or share count	CFO/COO 3x or 80,000 shares	CFO/COO
Multiple or share count	Other executive officers 3x or 40,000 shares	General Counsel and other execs
Hedging/Pledging	Prohibited; 10b5‑1 plans permitted	Execs/Directors

Employment Terms

Severance Plan (officers & VPs): If terminated without cause or resign for good reason, officers receive lump‑sum cash equal to 100% of current base salary plus average actual bonus percent (3‑year lookback) applied to current base, pro‑rated STI for the period (individual goals deemed at target), 12 months acceleration for time‑based equity (if not retirement‑eligible), waiver of service vesting for performance equity (still subject to performance), and $20,000 cash for health coverage; requires release and includes post‑termination restrictions (e.g., 2‑year employee non‑solicit and conduct covenants) .
Change‑of‑Control Agreements (officers): Double‑trigger protection—upon CoC and qualifying termination within specified windows, officers receive 2× base salary + target cash incentive, $80,000 for medical premiums, full vesting of time‑based equity, and pro‑rated cash incentive for the performance period; PSUs pay the greater of target or accrued amount (pro‑rated if CoC within first 12 months of vesting period); “better after‑tax” 280G cut provision; no tax gross‑ups .
Equity acceleration mechanics: Death/disability fully vest time‑based equity and settle PSUs based on performance (with pro‑ration if within first 12 months); retirement continues time‑based vesting and PSUs settle based on performance; CoC equity accelerates unless assumed by acquirer; if assumed, vesting occurs on double‑trigger for time‑based awards; PSUs settle per plan math .
Clawbacks: Robust recoupment policies apply to cash and equity—legacy recoupment for misconduct/restatements and SEC‑compliant mandatory recovery for erroneously awarded incentive compensation from Oct 2, 2023, regardless of fault .

Performance & Track Record

Metric	FY2024 Result
GAAP Revenue ($)	$4.98B (-9% YoY)
GAAP Net Income ($)	$614M (-42% YoY)
GAAP EPS ($)	$3.51 (-41% YoY)
Non‑GAAP EPS ($)	$6.27 (-25% YoY)
Say‑on‑Pay approval	91% support (2024 meeting)
FY22–FY24 Relative TSR	-13.5% vs S&P 500 TR 32.7% → 0% PSU payout on TSR
FY22–FY24 Non‑GAAP OM PSU	111.7% payout (FY22: 29.3%, FY23: 30.3%, FY24: 26.3% vs plan)
H2 FY24 plan reset	Board lowered second‑half financial plan and capped STI H2 payout at 100% .

Compensation Structure Analysis

High at‑risk pay architecture: Emphasis on PSUs tied to TSR vs S&P 500 and non‑GAAP OM creates alignment with profitability and market performance; RSUs provide retention; STI metrics reinforce enterprise EPS/revenue focus plus ESG hiring/retention .
Governance guardrails: No stock option grants; no repricing; no single‑trigger CoC vesting; no tax gross‑ups; hedging/pledging prohibitions; robust clawbacks .
Adaptive targets: H2 FY24 cap at target amid downturn reduces windfall risk while preserving incentives, signaling compensation committee discipline .

Risk Indicators & Red Flags

Insider selling pressure: Active Rule 10b5‑1 plan adopted June 3, 2025 to sell up to 10,295 shares through May 29, 2026 .
Alignment safeguards: Prohibition on pledging/hedging and strong clawbacks mitigate misalignment risk; double‑trigger CoC terms avoid single‑trigger windfalls; no golden parachute gross‑ups .
Related party and legal issues: Proxy reports no material related‑party transactions beyond pre‑approved immaterial items; routine legal/regulatory oversight concentrated in General Counsel role .

Equity Ownership & Alignment Details

Item	Detail
10b5‑1 Trading Plan	Adopted June 3, 2025; Rule 10b5‑1 plan to sell 10,295 shares; expires May 29, 2026 .
Ownership Guidelines	General Counsel falls under “All Other Executive Officers”: 3x salary or 40,000 shares; annual compliance reviews .
Hedging/Pledging	Prohibited for officers and directors; black‑out policies apply; 10b5‑1 permitted .

Employment Terms Summary for Officers (incl. General Counsel)

Provision	Severance Plan (non‑CoC)	Change‑of‑Control Agreement
Cash severance	100% of base + average actual bonus% (prior 3 FYs) × base; pro‑rated STI for period (individual goals deemed target)	2× (CEO 3×) base + target STI; pro‑rated STI for period .
Health benefits	$20,000 cash (CEO $40,000)	$80,000 cash for medical premiums .
Equity treatment	12 months acceleration for time‑based equity (if not retirement‑eligible); PSUs remain subject to performance	Time‑based equity fully vests; PSUs pay greater of target/accrued (pro‑rate if within first 12 months) .
Conditions	Release; 2‑year non‑solicit; conduct covenants	Release; 2‑year non‑solicit; conduct covenants; “better after‑tax” 280G cut; no gross‑ups .

Investment Implications

Scheduled selling via Li’s 10b5‑1 plan suggests ongoing insider supply through mid‑2026; monitor Form 4s for execution pace and tax‑withholding netting effects .
Alignment and governance are strong: robust clawbacks, hedging/pledging bans, and double‑trigger CoC terms with no gross‑ups reduce misalignment and parachute risk; stock ownership guidelines require meaningful “skin in the game” for the General Counsel .
Compensation tied to company performance: with STI/LTI anchored to EPS, revenue, OM, and relative TSR, extended underperformance (e.g., FY22–FY24 TSR miss) cuts payouts, while OM resilience supported PSU earnings; the board’s H2 FY24 cap underscores discipline—positive for pay‑for‑performance credibility .
Retention risk appears managed: standard officer severance and CoC protections plus RSU vesting cadence provide retention hooks for senior legal talent, mitigating transition risk in strategic or financing events .