Robert Rango
About Robert A. Rango
Independent director with deep operating leadership in semiconductors, mobile/wireless, and cybersecurity oversight. Age 66, director since November 2015, serving on Keysight’s Audit & Finance and Nominating & Corporate Governance Committees. Education: B.Eng. in Electrical Engineering (State University of New York) and M.Eng. in Electrical Engineering (Cornell University). He holds a CERT Certification in Cybersecurity Oversight (July 2023), enhancing board risk oversight in information security .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enevate Corporation | President & CEO | Jun 2016 – Dec 2022 | Led advanced battery technology company; executive leadership and scaling experience |
| Broadcom Corporation | EVP & GM, Mobile & Wireless Group | 2010 – 2014 | P&L leadership; extensive global product marketing, development, and sales |
| Broadcom Corporation | Senior management roles (Network Infrastructure, Mobile/Wireless, Wireless Connectivity) | 2002 – 2014 | Broad operating scope across semis and connectivity; global execution |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| KLA Corporation | Director | Current | Semiconductor capital equipment board experience |
| Microchip Technology Incorporated | Director | Current | Semiconductor devices board experience |
| Integrated Device Technology, Inc. | Director (former) | Prior 5 years | Former public directorship |
Board Governance
- Committee memberships: Audit & Finance; Nominating & Corporate Governance .
- Chair roles: None (not a committee chair) .
- Independence: Board affirmatively determined Rango is independent for FY2024 .
- Attendance/engagement: Board met 8x; Audit & Finance 10x; Nominating & Corporate Governance 2x; all directors attended at least 75% of combined Board/committee meetings .
- Information security oversight: Audit & Finance Committee oversees IS; CIO/CISO briefings; Rango holds CERT Cybersecurity Oversight certification .
- Independent director sessions: Regular meetings of independent directors without management .
Fixed Compensation (Non-Employee Director Program – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non-employee director retainer |
| Audit & Finance Committee member premium | $10,000 | Paid to all Audit & Finance members, including Rango |
| Lead Independent Director premium | N/A | Applies only to Lead Independent Director |
| Committee chair premiums | N/A | Only for chairs; Rango is not a chair |
| Total cash fees earned (FY2024) | $110,000 | Reported for Rango |
Performance Compensation (Director Equity – FY2024)
| Item | Details | Notes |
|---|---|---|
| Annual equity grant value | $251,964 | Full-value stock grant; immediate vesting upon grant |
| Grant timing/mechanics | Granted on later of Mar 1 or first trading day after annual meeting; shares determined by $250,000 ÷ 20-day average stock price | Program design; full-value equity (no performance conditions) |
| Deferral | Deferred by Rango into Director Deferred Compensation Plan | Deferral election disclosed |
| Options/PSUs (directors) | Not part of director program | Director program emphasizes full-value stock; no performance metrics tied to director equity |
No performance-based metrics apply to director compensation; equity grants are fixed-value, fully vested at grant to align with shareholders .
Other Directorships & Interlocks
| External Company | Relationship to Keysight | Potential Interlock Considerations |
|---|---|---|
| KLA Corporation | Rango is a director | Keysight’s related party policy screens such relationships; no material related-party transactions disclosed in FY2024 |
| Microchip Technology | Rango is a director | Same policy/process; no material related-party transactions disclosed in FY2024 |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Technology and semiconductor expertise | Broadcom executive leadership; KLA/Microchip boards |
| Global business leadership | Senior multinational operating roles |
| Strategic transactions | Executive roles in high-growth, M&A-intensive sectors |
| Financial literacy | Board skill matrix highlights financial literacy |
| Institutional knowledge | Keysight board service since 2015 |
| Sales & marketing | Extensive product marketing/sales leadership |
| Cybersecurity oversight | CERT Cybersecurity Oversight certification (July 2023) |
Equity Ownership
| Holder | Common Shares | Stock Awards (vested within 60 days) | Deferred Stock Units | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Robert A. Rango | 0 | 0 | 28,363 | 28,363 | <1% |
| Shares outstanding (reference) | 172,907,141 | ||||
| As of Jan 22, 2025 |
- Ownership guidelines: Directors must hold 5x annual cash retainer; all non-employee directors met the guideline by Oct 31, 2024 .
- Hedging/pledging: Policies prohibit hedging, short selling and pledging for all employees and directors (alignment positive) .
Governance Assessment
- Board effectiveness: Rango strengthens Audit & Finance oversight with semiconductor operating experience and formal cybersecurity oversight credentials; CIO/CISO briefings to the committee support robust IS governance .
- Independence and conflicts: Affirmed independent; Related Person Transactions policy requires committee approval; FY2024 disclosures show no material related-party transactions involving directors, mitigating conflict risk despite external board roles at KLA/Microchip .
- Engagement: All directors met at least 75% attendance; Audit & Finance met 10 times, indicating an active oversight cadence; Rango participates on both Audit & Finance and Nominating & Corporate Governance committees .
- Alignment: Cash/equity mix is balanced; Rango deferred his stock award, increasing long-term alignment; director stock ownership guidelines met across the board .
- Risk indicators: No Section 16 delinquency noted for Rango (only Nersesian disclosed a late Form 4); hedging/pledging prohibited; director compensation cap $750,000 per fiscal year reduces pay risk .
- Shareholder sentiment: Say-on-pay support at 91% in FY2024 suggests overall confidence in Keysight’s governance and pay practices, indirectly supportive of board credibility .