Paul Lacouture
Keysight TechnologiesAbout Paul A. Lacouture
Independent director of Keysight Technologies since March 2019; age 74. Retired Executive Vice President of Engineering and Technology for Verizon Telecom (2006–2007) and former President of Verizon/Bell Atlantic Network Services (pre- and post-2000 merger). B.S. in Electrical Engineering from Worcester Polytechnic Institute and MBA from Northeastern University. Committee memberships: Audit & Finance and Nominating & Corporate Governance; independence affirmed by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Telecom | Executive Vice President, Engineering & Technology | 2006–2007 | Senior operational leadership overseeing engineering/technology |
| Verizon Network Services Group | President | 2000–2006 | Led network services post Bell Atlantic/GTE merger |
| Bell Atlantic (pre-merger) | President, Network Services Group | Pre–July 2000 | Led network services prior to Verizon formation |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company boards | — | None | No current public directorships; none held during past five years |
Board Governance
- Committees: Audit & Finance (member); Nominating & Corporate Governance (member) .
- Term structure: Class III director; term expires in 2026 .
- Attendance and engagement: Board held 8 meetings in FY2024; Audit & Finance (10), Compensation & HCM (5), Nominating & Corporate Governance (2). Each director attended at least 75% of Board and committee meetings served; all directors virtually attended the 2024 Annual Meeting .
- Independence: Board affirmatively determined Lacouture is independent under NYSE and company guidelines; all standing committees are independent .
- Oversight focus via committees: Audit & Finance oversees financial reporting, compliance, enterprise risk, information security; Nominating & Corporate Governance oversees governance structure, director qualifications, and related person transactions policy .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard non-employee director cash retainer |
| Audit & Finance Committee Member Premium | $10,000 | Additional cash premium for Audit & Finance members |
| Committee Chair Premium | $0 | Not a chair; chair premiums: Audit $30,000; Comp $20,000; Nominating $15,000 |
| Lead Independent Director Premium | $0 | Not LID (LID is Jean M. Nye) |
| Total Cash Fees Earned FY2024 | $110,000 | Reported fees paid/earned in cash |
| Annual Equity Grant (Fair Value) | $251,964 | Full-value stock under fixed-value policy (typ. $250,000 value) with immediate vesting; deferral option available |
| Total FY2024 Compensation | $361,964 | Sum of cash and equity |
Equity grant mechanics: Granted on March 1 or first trading day after Annual Meeting; shares determined by dividing $250,000 by 20-day average FMV; fully vested upon grant; optional deferral to Director Deferred Compensation Plan .
Performance Compensation
| Award Type | Performance Metrics | Weighting | Payout Conditions | Vesting |
|---|---|---|---|---|
| Director equity (full-value RSUs/stock) | None (no performance conditions for directors) | N/A | Fixed-value grant; not contingent on TSR/OM | Immediate vesting at grant; deferral optional |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards (past five years) | None |
| Interlocks/conflicts | Nominating & Corporate Governance Committee administers related party policy; no related person transactions >$120,000 involving directors in FY2024 beyond enumerated items (BlackRock vendor purchases; employee relative compensation) |
Expertise & Qualifications
- Technology, Global Business, Leadership, Strategic Transactions, Financial Literacy, Institutional Knowledge, Sales & Marketing, Enterprise Human Capital Management, Environmental Matters .
- Board skills matrix confirms relevant expertise across technology and governance priorities .
Equity Ownership
| Holder | Shares Owned | Deferred Stock | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Paul A. Lacouture | 11,221 | 0 | 11,221 | ~0.006% (11,221 ÷ 172,907,141 ) |
- Ownership guidelines: Directors must hold ≥5× annual cash retainer ($500,000 equivalent); as of Oct 31, 2024, each non-employee director met guidelines within the five-year timeframe .
- Hedging/pledging: Policies prohibit hedging, short selling, and pledging of company stock for directors and employees .
Governance Assessment
- Board effectiveness: Independent director with dual committee roles (Audit & Finance; Nominating & Corporate Governance), contributing to oversight of financial integrity, compliance, info security, and governance processes. Co-signatory list confirms Audit & Finance Committee engagement and reporting cadence (10 meetings in FY2024) .
- Alignment: Director pay mix emphasizes equity (immediate vesting, fixed-value) and modest cash retainers with committee workload differentiation; ownership guidelines achieved, supporting investor alignment .
- Independence & conflicts: Independence affirmed; related person transaction controls robust with screening and committee approval; no material related person transactions involving directors reported for FY2024 beyond enumerated items .
- Risk indicators: No pledging allowed; regular executive sessions of independent directors; majority voting standard for directors; strong shareholder support on Say-on-Pay (91%) indicates constructive governance environment .
- Attendance: Minimum participation threshold met; full Annual Meeting attendance reported by all directors—supports engagement .
RED FLAGS: None disclosed specific to Lacouture—no related-party transactions, no option repricing, no hedging/pledging, and independence affirmed .