Michelle Holthaus
Keysight TechnologiesAbout Michelle J. Holthaus
Michelle J. Holthaus, age 51, has served as an independent director of Keysight Technologies since May 2021. She is interim co-Chief Executive Officer of Intel Corporation and Chief Executive Officer of Intel Products (effective December 1, 2024), and previously led Intel’s Client Computing Group and corporate Sales, Marketing and Communications; she holds a B.A. in Finance from Linfield College . At Keysight, she serves on the Compensation & Human Capital Committee and the Nominating & Corporate Governance Committee; the Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Interim co-CEO and CEO of Intel Products | Dec 1, 2024 – present | Senior operating leadership during transition; prior GM of Client Computing Group |
| Intel Corporation | EVP & GM, Client Computing Group | Prior to Dec 2024 (dates not fully specified) | P&L leadership of client business |
| Intel Corporation | SVP & GM, Sales and Marketing | Jul 2018 – Sep 2019 | Led global sales/marketing/comms |
| Intel Corporation | Corporate VP & GM, Sales and Marketing | Sep 2017 – Jun 2018 | Global field leadership |
| Intel Corporation | Division VP & GM, Sales and Marketing | Feb 2016 – Aug 2017 | BU leadership |
| Intel Corporation | Various roles since 1996 | 1996 – present | Deep customer/market expertise |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Intel Corporation | Interim co-CEO; CEO of Intel Products | No (executive role, not board) | Appointed Dec 1, 2024; extensive prior senior roles |
Board Governance
- Independence: Board determined Holthaus is independent for FY2024; no family relationships or material relationships identified .
- Committees (FY2024): Compensation & Human Capital (member), Nominating & Corporate Governance (member) . Not a chair .
- Attendance: Board met 8 times in FY2024; each director attended at least 75% of combined Board and committee meetings served; committee meetings held—Audit & Finance (10), Compensation & Human Capital (5), Nominating & Corporate Governance (2), Executive (0) .
- Board class/tenure: Class II director (term expiring at 2025 meeting); director since May 2021 .
- Governance practices: Prohibitions on hedging/shorting/pledging for directors; robust stock ownership guidelines; regular independent director sessions without management .
| Committee | Role | FY2024 Committee Meetings | Notes |
|---|---|---|---|
| Compensation & Human Capital | Member | 5 | Committee fully independent; uses independent consultant; no interlocks disclosed |
| Nominating & Corporate Governance | Member | 2 | Oversees related person transactions policy |
Fixed Compensation (Non-Employee Director)
| Fiscal Year | Cash Retainer | Committee/Other Cash Premiums | Equity Grant (Grant-date FV) | Total Director Comp |
|---|---|---|---|---|
| FY2024 | $100,000 | None disclosed for Holthaus (not Audit member; not chair; not Lead ID) | $251,964 | $351,964 |
Program structure (Plan Year beginning Mar 1, 2024):
- Standard cash retainer: $100,000; Chair retainer $255,000 (if Board Chair); Lead Independent Director +$50,000; Committee chair premiums ($15k–$30k) and Audit & Finance member premium $10k .
- Equity: Fixed-value annual grant of $250,000 (full-value shares), fully vested at grant; deferral available to plan; immediate vesting supports alignment but no performance conditions .
- Meridian (independent consultant) recommended no increase for the Plan Year starting Mar 1, 2024; Board approved no changes .
Performance Compensation (Director Equity)
| Element | Metric(s) | Payout Curve | Vesting | Notes |
|---|---|---|---|---|
| Annual director equity grant | None (fixed-value full-value stock) | N/A | Fully vested upon grant | $250,000 fixed value; deferral optional |
Directors do not receive performance-conditioned equity (no EPS/TSR/OM targets)—performance metrics apply to executives, not non-employee directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None |
| Committee interlocks | Compensation & Human Capital Committee disclosed no interlocks and no relationships requiring Item 404 disclosure; all members independent |
Expertise & Qualifications
- Skills flagged by Keysight: Technology; Global Business; Leadership; Financial Literacy; Sales & Marketing; Board Diversity (female) .
- Board relies on her sales/marketing depth and customer insight as impact rationale .
Equity Ownership
| Holder | Shares Beneficially Owned | Deferred Stock | Total Beneficial | Notes |
|---|---|---|---|---|
| Michelle J. Holthaus | 6,024 | 0 | 6,024 | Below 1% of outstanding (individual percentages not shown; group <1% overall) |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual cash retainer ($100,000), to be attained within 5 years; as of Oct 31, 2024, each non-employee director has achieved at least the recommended level within the allotted timeframe .
- Prohibitions: Hedging, short selling, and pledging of Keysight stock prohibited for directors and employees .
Potential Conflicts / Related-Party Exposure
- Related person transactions: Keysight disclosed none exceeding thresholds in FY2024 outside pre-approved policy exceptions; specific related transactions listed did not involve Holthaus .
- Policy oversight: Related Person Transactions Policy administered by Nominating & Corporate Governance Committee (which Holthaus serves on) .
- External employment: Holthaus is a senior executive at Intel; the Board nevertheless determined her Keysight director independence under NYSE standards (no material relationship with Keysight) . No Intel-related transactions were disclosed .
Say-on-Pay & Shareholder Feedback (Context)
- Most recent Say-on-Pay approval: 91% support (FY2024) .
- Stockholder outreach conducted to >50% of outstanding shares on governance/ESG topics .
Governance Assessment
- Strengths: Independent status; active service on two core committees (Compensation & Human Capital; Nominating & Corporate Governance); compliant with stringent ownership guidelines and anti-hedging/pledging policies; director attendance at or above required thresholds in FY2024; no interlocks or related-party issues disclosed .
- Watch items: Concurrent service as Intel interim co-CEO/Intel Products CEO creates a potential appearance-of-conflict if material commercial relationships emerged; none disclosed to date and Board independence affirmed. Continued monitoring of related-party disclosures is advisable given senior external role .
- Compensation alignment: Director pay mix emphasizes equity (fixed-value, fully vested), promoting alignment; no performance metrics for directors, consistent with market practice; total FY2024 compensation of $351,964 within shareholder-approved annual cap of $750,000 per director .