Joanne Olsen - Director | Keysight Technologies (KEYS) Executive Profile & Compensation

About Joanne B. Olsen

Joanne B. Olsen, age 66, has served as an independent director of Keysight since May 2019. She was Executive Vice President of Oracle Global Cloud Services until retiring in 2017 and previously led Oracle’s North America applications sales, alliances and consulting; earlier, she spent over three decades in executive roles at IBM across sales, global financing and hardware. She holds a B.A. in Mathematics and Economics from East Stroudsburg University of Pennsylvania .

Past Roles

Organization	Role	Tenure	Committees/Impact
Oracle	Executive Vice President, Global Cloud Services	Until 2017	Led cloud services and support
Oracle	Senior Vice President; leader of North America applications sales, alliances and consulting	—	Scaled applications sales/go-to-market
IBM	Executive management roles across sales, global financing, hardware	>30 years	Built deep operating and sales expertise

External Roles

Organization	Role	Tenure	Committees/Impact
Ciena Corporation	Director	Current	Public company board experience
Teradata Corporation	Director	Current	Public company board experience

Board Governance

Independence: The Board affirmatively determined Olsen is independent under NYSE and Keysight standards .
Committee leadership: Chair, Compensation & Human Capital Committee; Member, Nominating & Corporate Governance Committee .
Attendance: In FY2024, the Board met 8 times; each director attended at least 75% of Board and applicable committee meetings .
Independent director practices: Regular independent director sessions without management; separate Chair and CEO; Lead Independent Director role (Jean M. Nye) .

Committee	Role	FY2024 Meetings	Independence Status
Compensation & Human Capital	Chair	5	Committee members independent
Nominating & Corporate Governance	Member	2	Oversees governance and related-party policy

Fixed Compensation

Program structure: Annual cash retainer $100,000; equity grant $250,000 (full-value, immediate vesting); committee chair premiums ($20,000 for Compensation Chair); Audit Committee member premium $10,000; Lead Independent Director premium $50,000 .
FY2024 earned compensation (Olsen): Cash fees $120,000; stock awards $251,964; total $371,964. She deferred her FY2024 stock award into the non-employee directors’ Deferred Compensation Plan .

Component	KEYS Non-Employee Director Program	Joanne Olsen FY2024
Cash Retainer ($)	100,000	120,000 (includes $20,000 Comp Chair premium)
Equity Grant ($ fair value)	250,000; fully vested on grant	251,964; deferred into plan
Audit Committee Member Premium ($)	10,000	—
Lead Independent Premium ($)	50,000	—
Total ($)	≤ $750,000 annual cap	371,964

Stock ownership guideline: ≥ 5x annual cash retainer; all non-employee directors attained required level within five years as of Oct 31, 2024 .

Performance Compensation

As Compensation & Human Capital Committee Chair, Olsen oversees Keysight’s pay-for-performance framework for executives. FY2024 STI outcomes and FY22–FY24 LTP outcomes demonstrate calibration to performance.

Metric	H1 FY2024 Result	H1 Attainment	H1 Payout	H2 FY2024 Result	H2 Attainment	H2 Payout
Non-GAAP EPS ($/share)	3.04	94.9%	95.0%	3.23	104.1%	100.0% (capped)
Non-GAAP Revenue (US$ mm)	2,469	97.2%	85.0%	2,500	100.8%	100.0% (capped)
ESG STI	—	—	50% payout (met URM hiring target; others below)	—	—	—

Key committee action: In May 2024, given market downturn, the Board reset H2 financial plan and capped H2 STI maximum at 100% even if performance exceeded targets, reinforcing alignment and risk control .

Long-Term Performance (FY22–FY24 PSU cycle):

PSU Metric	Outcome	Payout
Relative TSR vs S&P 500 TR Index	Keysight TSR -13.5% vs Index +32.7% (−46.2 ppts)	0.0%
Non-GAAP Operating Margin (3-year average vs plan)	FY22 29.3%, FY23 30.3%, FY24 26.3% vs annual plans	111.7%

Other Directorships & Interlocks

Current public boards: Ciena Corporation; Teradata Corporation .
Compensation committee interlocks: None; no member (including Olsen) was an officer/employee of Keysight; no relationships requiring Item 404 disclosure .
Related-party exposure: Company screens and administers Related Person Transactions; no transactions in FY2024 exceeded policy thresholds; none requiring Item 404 disclosure involving directors (including Olsen) .

Expertise & Qualifications

Technology, Global Business, Leadership, Strategic Transactions, Financial Literacy, Institutional Knowledge, Sales & Marketing .
Governance strengths: Independent standing committees; robust ownership and anti-hedging/pledging policies for directors; regular independent sessions .

Equity Ownership

Holder	Common Shares	Deferred Stock/Equivalents	Total Beneficially Owned	% of Class
Joanne B. Olsen	—	10,633	10,633	<1%
Ownership Guideline	≥ 5x cash retainer	Achieved within 5 years (all non-employee directors)	—	—

Policies prohibit hedging, short selling, and pledging of Keysight stock for directors and employees .

Governance Assessment

Strengths: Independent director; Chair of Compensation & Human Capital Committee with use of independent consultant (Meridian) and verified independence; strong pay-for-performance architecture; responsive plan reset and H2 STI cap amid market downturn; high Say-on-Pay support (91%) indicating investor alignment; stock ownership guidelines met .
Attendance and engagement: Board held 8 meetings; all directors met minimum attendance threshold; directors encouraged to attend annual meeting, and all sitting directors attended the 2024 virtual annual meeting .
Conflicts/related-party risk: No Item 404 related-person transactions requiring disclosure; no compensation committee interlocks; formal screening via D&O questionnaires and committee oversight .
Policy signals: Prohibitions on hedging/pledging; robust governance guidelines; regular independent director sessions strengthen oversight .