Kevin Stephens
Keysight TechnologiesAbout Kevin A. Stephens
Independent director of Keysight Technologies since March 2022; age 63. Serves on the Audit & Finance Committee and the Nominating & Corporate Governance Committee. Former telecom and broadband senior executive (Altice USA; Suddenlink/Cablevision; Cox), with a BBA from the University of Michigan and an MBA from the University of Southern California. Also a director at Crown Castle Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altice USA | EVP & President, Business Services | Dec 2015 – Jan 2019 (retired Jan 2019) | Led B2B services growth and operations |
| Suddenlink Communications | President, Commercial & Advertising Operations | Dec 2012 – Nov 2015 | P&L ownership for commercial/advertising |
| Suddenlink Communications | SVP, Commercial & Advertising Operations | May 2006 – Nov 2012 | Built commercial go-to-market |
| Cox Communications | Senior leadership roles | Not disclosed | Cable/communications operating roles |
| Choice One Communications | Senior leadership roles | Not disclosed | Competitive local exchange carrier experience |
| Xerox Corporation | Senior leadership roles | Not disclosed | Enterprise sales/operations grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crown Castle Inc. | Director | Current | Only current public company directorship disclosed in past five years |
Board Governance
- Committee assignments (as of FY2024/fiscal year-end and record date): Audit & Finance; Nominating & Corporate Governance; not a chair .
- Independence: Board affirmatively determined Stephens is independent under NYSE and company standards (FY2024) .
- Attendance and engagement: Board met 8x; Audit & Finance 10x; Nominating & Corporate Governance 2x in FY2024. Each director attended at least 75% of meetings of the Board and committees on which they served; all then-sitting directors attended the 2024 annual meeting. Stephens is listed on and signed the Audit & Finance Committee Report dated Dec 12, 2024 .
- Term and tenure: Class III director with term expiring at the 2026 annual meeting .
- Governance policies: Company prohibits hedging, short selling, and pledging of company stock by employees and directors .
Fixed Compensation (Non-Employee Director)
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Payable in cash; deferrable into stock units |
| Audit & Finance member premium | $10,000 | Additional cash for committee members |
| Committee chair premiums | $15,000–$30,000 | Not applicable to Stephens; he is not a chair |
| Lead Independent Director premium | $50,000 | Not applicable to Stephens |
| Annual equity grant (full-value shares) | $250,000 value; immediate vesting | Shares determined by formula; deferrable |
| Director (FY2024) | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kevin A. Stephens | 110,000 | 251,964 | 361,964 |
Performance Compensation
Non-employee director pay has no performance-conditioned elements (no options or PSUs for directors). Annual equity grants are full-value shares that vest immediately on grant; directors may defer into stock units. No meeting fees are disclosed.
| Performance Metric(s) Tied to Director Pay | Design |
|---|---|
| None | Director equity is time-based, immediately vested full-value shares; no performance metrics apply |
Other Directorships & Interlocks
| Company | Relationship to KEYS | Notes |
|---|---|---|
| Crown Castle Inc. | External directorship for Stephens | No related-person transactions involving Stephens disclosed |
- Related-party screening: The company reports no related person transactions since the beginning of FY2024 exceeding $120,000, other than items disclosed (none involving directors like Stephens). Related Person Transactions Policy is administered by the Nominating & Corporate Governance Committee.
Expertise & Qualifications
- Skills matrix indicates Technology, Global Business, Leadership, Strategic Transactions, Financial Literacy, Sales & Marketing .
- Sector experience: Broadband/telecom and enterprise services, with executive roles spanning Fortune 500 and startups .
- Education: BBA (University of Michigan); MBA (University of Southern California) .
Equity Ownership
| Holder | Common Shares Owned | Shares Subject to Stock Awards | Deferred Stock | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Kevin A. Stephens | 7,681 | — | — | 7,681 | <1% |
- Ownership guidelines: Directors must hold shares equal to 5x the annual cash retainer; as of Oct 31, 2024, each non-employee director had achieved at least the required level within the allowed five-year timeframe. Hedging and pledging of company stock are prohibited.
Governance Assessment
- Board effectiveness: Stephens is an independent director on two high-impact committees (Audit & Finance; Nominating & Corporate Governance) and is a signatory to the FY2024 Audit & Finance Committee Report—signals active engagement in financial reporting, compliance, and governance oversight. Attendance met the company’s threshold (≥75%) amid a 10-meeting Audit cadence, indicating substantive workload coverage.
- Alignment and incentives: 2024 director pay mix emphasizes equity (approx. $252k stock vs. $110k cash), with robust stock ownership guidelines (5x retainer) and prohibition on hedging/pledging—positive alignment with shareholders. Immediate vesting on director equity can modestly reduce retention incentives but is mitigated by deferral options and ownership requirements.
- Conflicts and independence: Board affirmed Stephens’ independence; no related-party transactions involving him were disclosed; policy oversight resides with the Nominating & Corporate Governance Committee. This lowers conflict risk.
- Shareholder signals: Say-on-pay support of 91% in 2024 suggests broad investor confidence in pay and governance frameworks during his tenure on the board. Continued monitoring is warranted for workload/overboarding risks (he sits on KEYS Audit; separate “overboarding” analysis in the proxy applied to another director, not Stephens).
RED FLAGS: None identified for Stephens in FY2024 disclosures (no related-party transactions; no hedging/pledging; independence affirmed; attendance above threshold). Continue to monitor for any incremental external committee loads and any customer/supplier relationships involving Crown Castle that might require disclosure under Item 404 (none disclosed).