Richard Hamada
Keysight TechnologiesAbout Richard P. Hamada
Independent director at Keysight Technologies since October 2014. Age 67 at the January 22, 2025 record date. Former CEO of Avnet Inc., with deep sales, marketing, and operational leadership in technology distribution; holds a B.S. in Finance from San Diego State University. Serves on Keysight’s Compensation & Human Capital Committee and Nominating & Corporate Governance Committee; recognized by the Board as independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avnet Inc. | Chief Executive Officer; Director | CEO: Jul 2011–Jul 2016; Director: Feb 2011–Jul 2016 | Led technology and electronics distribution operations; extensive sales, marketing, and management experience. |
| Avnet Inc. | President | May 2010–Jun 2011 | Senior enterprise leadership. |
| Avnet Inc. | Chief Operating Officer | Jul 2006–Jun 2011 | Oversaw global operations. |
| Avnet Technology Solutions | President | Jul 2003–Jun 2006 | Led segment strategy and execution. |
| Avnet Computer Marketing | President | Jan 2002–Jun 2003 | Drove business unit performance. |
| Avnet Inc. | Joined Avnet | 1983 | Long-tenured operator with institutional knowledge. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Capital, Inc. | Director | Current | Public company directorship; no committee details disclosed in Keysight proxy. |
Board Governance
- Committee assignments (as of Jan 22, 2025): Compensation & Human Capital Committee (member); Nominating & Corporate Governance Committee (member). Not a committee chair.
- Independence: Board affirmed Hamada was independent for FY 2024 under NYSE and company guidelines; no material relationships identified.
- Attendance: Board held 8 meetings in FY 2024; each director attended at least 75% of combined Board and committee meetings served. CHCC met 5 times; NCG met 2 times; Executive Committee held 0 meetings; Audit & Finance met 10 times.
- Board leadership and practices: Separate Chair and CEO; Lead Independent Director; regular executive sessions of independent directors; prohibitions on hedging and pledging for directors; stock ownership guidelines in place.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Paid or Earned in Cash ($) | $100,000 | $100,000 |
| Committee chair/member cash premiums received | None disclosed for Hamada (not a chair; Audit member premium applies only to Audit Committee members) | None disclosed for Hamada (not a chair; Audit member premium applies only to Audit Committee members) |
Program elements (apply to all non-employee directors):
- Annual cash retainer $100,000; Lead Independent Director premium $50,000; Committee chair premiums: Audit $30,000, Compensation $20,000, Nominating $15,000; Audit & Finance Committee member premium $10,000.
- Cash can be deferred into the director deferred compensation plan.
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards (Grant Date Fair Value, $) | $239,412 | $251,964 |
| Equity grant structure | Fixed-value annual stock grant ($250,000), fully vested upon grant, with option to defer into the director plan. | |
| Performance metrics tied to director compensation | None (director equity is full-value, time-based; no TSR/OM metrics for directors). |
Director stock ownership guidelines:
- Required ownership: ≥5x annual cash retainer (currently $500,000 equivalent), met within five years; as of Oct 31, 2024, each non-employee director had achieved the recommended level within the timeframe.
Other Directorships & Interlocks
| Company | Relationship to KEYS | Notes |
|---|---|---|
| Trinity Capital, Inc. | Other public company where Hamada serves as director | No Keysight-related party transactions disclosed with Trinity; Compensation Committee interlocks: none requiring disclosure under Item 404; committee independence affirmed. |
- Compensation & Human Capital Committee interlocks and insider participation: KEYS CHCC members (including Hamada) had no relationships requiring disclosure under Item 404; all CHCC members considered independent.
- Related party transactions: KEYS reported none exceeding Item 404 thresholds since FY 2024 start, other than routine BlackRock subsidiary purchases and one officer’s family employment; Board screens and pre-approves limited transactions per policy.
Expertise & Qualifications
- Board diversity: Hamada self-identifies as an Asian male.
- Skills emphasized by KEYS Board for Hamada: Technology; Global Business; Leadership; Strategic Transactions; Financial Literacy; Institutional Knowledge; Sales & Marketing.
Equity Ownership
| Holder | Common Shares | Shares Subject to Stock Awards | Deferred Stock | Total Beneficially Owned | % of Shares Outstanding |
|---|---|---|---|---|---|
| Richard P. Hamada | 0 | 0 | 42,160 | 42,160 | Less than 1% (≈0.024% = 42,160 ÷ 172,907,141) |
- Pledging/hedging: Company policies prohibit hedging, short selling, and pledging of common stock by directors; no pledging disclosed for Hamada.
- Vested vs unvested breakdown: Not disclosed for individual director holdings; annual director stock grants are fully vested upon grant.
Governance Assessment
- Committee contributions: Active member on CHCC and NCG, both critical to pay, human capital, governance, and related-party oversight—independence of committees and use of independent consultant (Meridian) supports robust governance.
- Independence and conflicts: Board repeatedly affirmed Hamada’s independence; no related party transactions or CHCC interlocks involving him requiring disclosure—supports investor confidence.
- Engagement: Met the company’s minimum attendance threshold in FY 2024 and FY 2023; committee cadence suggests active oversight.
- Alignment: Director pay emphasizes equity (full-value, immediate vesting) and a 5x retainer ownership guideline; Hamada’s beneficial holdings and deferred stock indicate long-term alignment.
- Broader signals: KEYS’ Say-on-Pay received strong support (91% in 2024; 89% prior year), suggesting shareholder comfort with compensation governance that Hamada helps oversee via CHCC.
RED FLAGS: None disclosed specific to Hamada—no related party transactions, no hedging/pledging exceptions, no delinquent Section 16 filings attributed to him; overall committee independence and external consultant use mitigate pay inflation or consultant conflicts.