Neil Dougherty
Keysight TechnologiesAbout Neil Dougherty
Neil P. Dougherty is Executive Vice President and Chief Financial Officer of Keysight Technologies, responsible for global finance including tax, treasury, and investor relations. He has served as CFO since December 2013 and EVP since May 2022; he was previously Treasurer and senior corporate development leader at Agilent and held finance roles at Hewlett-Packard (age 55 as of December 1, 2024) . He holds an MBA from the University of Chicago Booth School of Business and a BA in Economics from UC San Diego . Keysight’s FY2024 results: GAAP revenue $4.98B (-9% YoY), GAAP net income $614M (-42% YoY), non-GAAP EPS $6.27 (-25% YoY) . For FY22–FY24 PSUs, Keysight underperformed the S&P 500 Total Return Index by 46.2 ppts (TSR payout 0%), while non-GAAP operating margin PSU paid 111.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Keysight Technologies | EVP & CFO | May 2022–present | Oversight of global finance; compensation structure design alignment with pay-for-performance . |
| Keysight Technologies | SVP & CFO | Dec 2013–May 2022 | Led finance through Keysight’s separation from Agilent; expanded software-centric model . |
| Agilent Technologies | Vice President & Treasurer | 2012–2013 | Global treasury (corporate finance, FX, pension investments, risk) . |
| Agilent Technologies | Senior Director, Corporate Development | 2010–2012 | Led M&A (domestic/international acquisitions and divestitures) . |
| Agilent Technologies | Assistant Treasurer | 2006–2010 | Corporate finance leadership . |
| Hewlett-Packard | Financial Analyst/Controllership roles | pre-2006 | Business unit finance leadership . |
External Roles
No public company directorships or external board roles disclosed for Neil Dougherty in Keysight’s filings.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 650,000 |
| Non-Equity Incentive (STI) ($) | 732,286 | 672,425 | 596,375 |
| Stock Awards (Grant-Date Fair Value, $) | 7,251,044 | 4,385,324 | 4,326,344 |
| Change in Pension Value ($) | — | 58,295 | 210,199 |
| All Other Compensation ($) | 34,242 | 32,335 | 33,701 |
| Total Compensation ($) | 8,667,572 | 5,798,379 | 5,816,619 |
All Other Compensation (FY2024 detail): Company DC plan contributions $13,800; financial counseling $19,001; HSA contribution $900; total $33,701 .
Performance Compensation
Short-Term Incentive (STI) Design (FY2024)
- Weighting (CFO): Non-GAAP EPS 70%, Keysight Non-GAAP Revenue Plan 20%, ESG 10% .
- H2 FY2024 target payouts capped at 100% due to Reset Plan; ESG paid at 50% (met one of two hiring targets) .
| Metric | Target | Actual Achievement | Payout % |
|---|---|---|---|
| H1 Non-GAAP EPS ($) | $3.20 | $3.04 (94.9%) | 95.0% |
| H2 Non-GAAP EPS ($) | $3.10 | $3.23 (104.1%) | 100.0% (cap) |
| H1 Non-GAAP Revenue ($mm) | 2,540 | 2,469 (97.2%) | 85.0% |
| H2 Non-GAAP Revenue ($mm) | 2,479 | 2,500 (100.8%) | 100.0% |
| ESG (Annual) | 2 hiring + 2 population goals | 1/4 met (URM new hires 57.5%) | 50.0% |
STI outcome (CFO): H1 target $292,500; paid $271,375 (92.78%); H2 target $292,500; paid $292,500 (100%); ESG target $65,000; paid $32,500 (50%); total $596,375 (91.75% of target) .
Long-Term Incentives (LTI) – Grants in FY2024 (11/15/2023)
| Award Type | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|
| PSUs – TSR (FY2024–FY2026) | 8,276 | 1,240,065 |
| PSUs – OM (FY2024–FY2026) | 9,931 | 1,322,710 |
| RSUs (4-year time vest) | 13,241 | 1,763,569 |
| Total | — | 4,326,344 |
- PSU metrics: TSR relative to S&P 500; 25% payout at -40 ppts, 100% at equal, 200% at +40 ppts; linear . OM target equals annual Non-GAAP OM plan, ±5 pts for 50%/200% payout; linear .
- RSUs vest in four equal installments beginning first anniversary of grant .
LTI Payouts – FY2022–FY2024 Performance Period
| Component | Target Shares | Payout Metric | Earned Shares | Cash Value ($) |
|---|---|---|---|---|
| PSUs – TSR | 4,962 | -46.2 ppts vs S&P 500 (Keysight -13.5% vs S&P 32.7%) | 0 | — |
| PSUs – OM | 6,451 | Avg OM payout 111.7% (FY22 136%, FY23 110%, FY24 89%) | 7,205 | 1,192,410 |
Equity Ownership & Alignment
| Ownership Element | Amount/Status |
|---|---|
| Beneficial Ownership (as of Jan 22, 2025) | 88,556 total: 40,537 common; 48,019 deferred stock; <1% of shares outstanding . |
| Outstanding RSUs (unvested as of Oct 31, 2024) | 35,534 units; market value $5,294,921 (at $149.01) . |
| Outstanding PSUs (unearned/unvested as of Oct 31, 2024) | 50,277 units; payout value $7,491,776 (at $149.01) . |
| Stock Ownership Guidelines | CFO must hold 3x salary or 80,000 shares; all NEOs met guidelines as of FY2024 . |
| Hedging/Pledging | Prohibited for executive officers; quarterly blackout windows; Rule 10b5-1 plans permitted . |
| Clawbacks | Recoupment policy (grants pre-10/1/2023) for restatements/fraud; Recovery policy (effective 10/2/2023) mandates recovery of erroneously awarded incentive comp on restatement regardless of fault . |
| Options | Keysight has not granted stock options since 2014 in executive programs . |
| Retirement Eligibility | Neil Dougherty is retirement-eligible; retirement treatment applies to continued vesting of service-based awards; Stabilization PSUs (5/18/2022) excluded from retirement rights . |
Employment Terms
| Provision | Details |
|---|---|
| Severance Plan (non-CoC) | Lump sum cash: 100% of current base salary + average actual annual cash incentive % (past 3 FYs) applied to current base . Pro-rated annual STI (individual goals deemed earned at target); 12 months acceleration for time-vested awards if not retirement-eligible; performance awards remain outstanding subject to actual performance; lump sum $20,000 for COBRA; two-year non-solicit and other post-termination restrictions . |
| Change-of-Control (CoC) Agreement | Double trigger: if terminated without cause or resigns for good reason around CoC (within 3 months prior, at time of, or up to 24 months after) → 2x base salary + 2x target cash incentive; $80,000 medical premium payment; full vesting of service-based equity; performance awards paid at greater of target or accrued amount (proration if CoC within first 12 months of vesting period); “better after-tax” 280G cutback/no gross-ups . |
| Definitions & Equity Treatment | Death/disability: full vest of time-based equity; performance awards paid based on actual performance (prorated if within first 12 months) . Retirement: continued vesting for time-based equity; performance awards paid based on actual performance (proration if within first 12 months) . |
| Illustrative CoC Termination Value (as of Oct 31, 2024) | Total: $16,726,571 (cash severance $2,600,000; benefit continuation $80,000; stock award acceleration $4,221,304; performance awards $8,818,980; pension benefits $1,006,287) . |
| Illustrative Severance Plan Termination (non-CoC) | Total: $8,053,522 (cash severance $1,440,552; benefit continuation $20,000; performance awards $5,586,683; pension benefits $1,006,287) . |
Performance & Track Record
- Keysight FY2024 performance: GAAP revenue $4.98B (-9% YoY); GAAP net income $614M (-42% YoY); non-GAAP EPS $6.27 (-25% YoY) .
- LT TSR vs S&P 500 (FY22–FY24): -46.2 ppts relative underperformance; TSR PSU payout 0% .
- OM PSU payout averaged 111.7% over FY22–FY24, evidencing operational profitability focus despite macro headwinds .
- Say-on-Pay approval: 91% in 2024; 89% in 2023 .
Compensation Structure Analysis
- At-risk pay: Approximately 86% of NEO pay is performance-based (Keysight-wide); executive equity mix ~60% PSUs and ~40% RSUs .
- Options phased out; emphasis on RSUs/PSUs limits option-related risk and aligns with long-term stockholder value .
- STI Reset Plan in H2 FY2024 capped payouts at 100% given market downturn, indicating disciplined pay outcomes .
- ESG component included (10% weighting for CFO) with defined diversity hiring and population goals; payout at 50% in FY2024 .
Compensation Peer Group & Governance
- Compensation peer group (28 companies across Russell 3000 IT Sector), with Keysight at/below median on revenue, market cap, employees in FY2024 benchmarking .
- Clawbacks, hedging/pledging prohibitions, and robust ownership guidelines promote alignment and risk mitigation .
Equity Ownership & Alignment Table
| Item | Value |
|---|---|
| Shares Outstanding (Record Date: Jan 22, 2025) | 172,907,141 |
| Neil Dougherty Beneficial Ownership | 88,556 (<1%) |
| Components | 40,537 common; 48,019 deferred |
Investment Implications
- Strong alignment mechanisms: meaningful at-risk equity (majority PSUs), stringent clawbacks, prohibition on hedging/pledging, and stock ownership requirements are positives for shareholder alignment .
- Pay outcomes reflect performance: 0% TSR PSU payout over FY22–FY24 and capped STI in H2 FY2024 demonstrate tight linkage to market and operating realities, reducing risk of overpayment in downcycles .
- Retention/vesting risk: Retirement eligibility means continued vesting treatment for time-based awards, potentially moderating forced selling pressure around vest dates while maintaining performance-contingent PSU outcomes .
- Change-of-control economics are standard and double-triggered, with no excise tax gross-up; cash severance multiple for CFO (2x base + target bonus) is within market norms, limiting golden parachute risk inflation .