Ronald Nersesian
Keysight TechnologiesAbout Ronald S. Nersesian
Ronald S. Nersesian, 65, is the Non‑Executive Chair of Keysight’s Board (Chair since November 2019) and has served as a director since December 2013; he was Executive Chair from May 2022–April 2023 and previously President and CEO (Nov 2019–Apr 2022; President/CEO/Director Dec 2013–Oct 2019). He holds a B.S. in electrical engineering (Lehigh University) and an MBA (NYU Stern) and brings deep technology, operational leadership, and institutional knowledge from senior roles at Agilent, LeCroy, and HP . His current board term (Class I) expires in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keysight Technologies | Non‑Executive Chair of the Board | Nov 2019–present; Executive Chair May 2022–Apr 2023 | Chairs Board; sets agendas; leads Board meetings; liaises with Lead Independent Director on governance . |
| Keysight Technologies | President & CEO; Chair (prior) | Nov 2019–Apr 2022 | Drove software‑centric strategy; operational execution; broad institutional knowledge . |
| Keysight Technologies | President, CEO & Director | Dec 2013–Oct 2019 | Led post‑Agilent separation; scaled global operations . |
| Agilent, LeCroy, HP | Various senior executive/management roles | Prior to 2013 | Built technology and operations expertise cited by Keysight . |
External Roles
| Company | Role | Since | Committees/Impact |
|---|---|---|---|
| Trimble Inc. | Director | Present | Current public directorship; no committee roles disclosed in Keysight proxy . |
| Prior 5 years | — | — | No other public directorships disclosed in last five years . |
Board Governance
- Committee assignments (FY2024): Board (Chair); Executive Committee (Chair); not on Audit & Finance or Compensation & Human Capital or Nominating & Corporate Governance .
- Independence: Not classified as independent; nine of eleven directors were independent (list excludes Mr. Nersesian) .
- Attendance: Board held 8 meetings; Executive Committee held 0; each director attended at least 75% of Board and committee meetings for which they served; all directors attended the 2024 annual meeting .
- Board leadership: Separate CEO and Board Chair with a defined Lead Independent Director role (Jean M. Nye) overseeing executive sessions and CEO evaluation .
- Risk oversight: Audit & Finance oversees financial reporting, compliance, and information security; Compensation Committee oversees pay, HCM, ESG metrics; Nominating & Corporate Governance oversees governance policies and related‑party transactions .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Non‑employee director) | 100,000 | Standard cash retainer . |
| Chair retainer (Board Chair) | 255,000 | Paid in cash; eligible for deferral . |
| Audit & Finance member premium | — | Not applicable (not a member) . |
| Committee chair/member premiums | — | Not applicable (Exec Committee had 0 meetings; premiums defined for Audit/Comp/Nominating) . |
FY2024 non‑employee director compensation earned:
| Name | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ronald S. Nersesian | 255,000 | 251,964 | 506,964 |
Program structure:
- Equity grant policy: $250,000 value, full‑value shares, granted on March 1 or first trading day after the annual meeting, fully vested on grant, with deferral option .
- Ownership guideline: 5× annual cash retainer; all non‑employee directors have met guideline within five years .
Performance Compensation
Director equity:
| Grant Type | Grant Value | Vesting | Timing |
|---|---|---|---|
| Annual stock grant (DSUs/stock) | $250,000 | Fully vested on grant; may be deferred | March 1 or first trading day after annual meeting |
Company incentive metrics overseen by the Board/Compensation Committee (context for pay‑for‑performance culture):
| Metric | H1 FY24 Target | H1 Result | H1 Attainment | H1 Payout | H2 FY24 Target | H2 Result | H2 Attainment | H2 Payout |
|---|---|---|---|---|---|---|---|---|
| Non‑GAAP EPS | $3.20 | $3.04 | 94.9% | 95.0% | $3.10 | $3.23 | 104.1% | 100.0% (capped) |
| Keysight Non‑GAAP Revenue (mm) | $2,540 | $2,469 | 97.2% | 85.0% | $2,479 | $2,500 | 100.8% | 100.0% (capped) |
| ESI Revenue (mm) | $90 | $94 | 104.2% | 140.0% | $56 | $47 | 84.7% | 0.0% |
| WWQ (orders, mm) | $2,720 | $2,432 | 89.4% | 0.0% | $2,671 | $2,593 | 97.1% | 97.0% |
Long‑term PSU outcomes (FY22–FY24 performance period):
| PSU Metric | Result | Payout |
|---|---|---|
| Relative TSR vs S&P 500 TR | KEYS −13.5% vs Index 32.7% (−46.2 ppts) | 0.0% of target |
| 3‑yr average Non‑GAAP OM | FY22 29.3%, FY23 30.3%, FY24 26.3% → 111.7% average payout |
Say‑on‑pay support: 91% approval at 2024 annual meeting .
Other Directorships & Interlocks
| Company | Potential Interlock/Note |
|---|---|
| Trimble Inc. (Director) | Trimble is included in Keysight’s compensation benchmarking peer group, which could create perceived network overlap; however, Mr. Nersesian is not on Keysight’s Compensation & Human Capital Committee, which retains an independent consultant (Meridian) and sole authority over pay decisions . |
Expertise & Qualifications
- Skills: Technology, Global Business, Leadership, Strategic Transactions, Financial Literacy, Institutional Knowledge, Sales & Marketing, Enterprise Human Capital Management, Environmental Matters .
- Board role signals: As Chair, he presides over Board/stockholder meetings and sets agendas; Lead Independent Director coordinates executive sessions and CEO evaluation .
Equity Ownership
| Ownership Category | Shares | % of Class | Notes |
|---|---|---|---|
| Common stock owned | 110,248 | <1% | Sole/shared voting/investment per SEC rules . |
| Deferred stock (plan equivalents) | 104,804 | — | Held under Deferred Compensation Plan . |
| Total beneficial ownership | 215,052 | <1% | As of Jan 22, 2025 (172,907,141 shares outstanding) . |
Alignment & compliance:
- Director stock ownership guideline: 5× cash retainer; all non‑employee directors met guideline within five years .
- Hedging/pledging prohibited: Policies prohibit hedging, short selling, and pledging by directors and employees .
- Section 16(a) compliance: One late Form 4 filed Nov 19, 2024 for an administrative forfeiture of shares on Jan 4, 2024 to satisfy tax liability on a deferred compensation distribution .
Governance Assessment
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Strengths:
- Experienced technology operator with deep institutional knowledge; Non‑Executive Chair with separate CEO and a strong Lead Independent Director framework .
- Active pay‑for‑performance architecture (STI with EPS/revenue/ESI/WWQ and ESG; LTI PSU with TSR and OM); capped H2 payouts amid downturn reflects discipline .
- Robust governance policies: independent committees, majority voting, clawback, ownership guidelines, anti‑hedging/pledging, related‑party screening .
- Attendance and engagement: ≥75% meeting attendance for directors; full attendance at annual meeting; stockholder communication channel to the Chair .
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Potential risks and red flags:
- Independence: Not classified as independent, yet serves as Board Chair; mitigated by separate CEO and empowered Lead Independent Director .
- Interlock optics: Serves on Trimble’s board while Trimble is in Keysight’s compensation peer group; risk tempered by his non‑membership on Keysight’s Compensation Committee and use of an independent consultant (Meridian) .
- Compliance timing: Late Form 4 in 2024 (administrative forfeiture for tax withholding); minor process red flag but limited economic significance .
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No disclosed conflicts/related‑party transactions:
- Keysight reported no related‑party transactions exceeding Item 404 thresholds in FY2024; the Nominating & Corporate Governance Committee reviews and approves any such transactions per policy .