Satish Dhanasekaran
Keysight TechnologiesAbout Satish Dhanasekaran
President and CEO of Keysight since May 1, 2022; director since May 2022. Holds an M.S. in Electrical Engineering (Florida State University) and executive education certification from Wharton; age 52 at the 2025 record date . FY2024 was a down year: GAAP revenue $4.98B (-9% YoY), GAAP net income $614M (-42% YoY), Non-GAAP EPS $6.27 (-25% YoY); multi-year TSR PSUs for FY22–FY24 paid 0% on TSR but 111.7% on Non-GAAP operating margin, reflecting underperformance versus the S&P 500 but resilient profitability against plan . Say‑on‑pay support remained strong at 91% in 2024 (89% in 2023), indicating shareholder acceptance of pay design despite mixed results .
FY2024 headline performance
| Metric | FY2024 |
|---|---|
| GAAP Revenue ($) | $4.98B |
| GAAP Net Income ($) | $614M |
| GAAP EPS ($) | $3.51 |
| Non-GAAP Net Income ($) | $1.10B |
| Non-GAAP EPS ($) | $6.27 |
Relative TSR and margin PSU outcomes (FY22–FY24 cycle)
| Measure | Index/Target | Result | Payout |
|---|---|---|---|
| 3-yr Relative TSR vs S&P 500 TRI | S&P 500 TRI 32.7% | KEYS TSR -13.5% (–46.2 ppts vs index) | 0% |
| 3-yr avg Non‑GAAP OM vs plan | Target 100% | FY22: 29.3%; FY23: 30.3%; FY24: 26.3% | 111.7% |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Keysight | Chief Operating Officer | Oct 2020 – Apr 2022 | Drove growth initiatives and ARR, oversaw go‑to‑market and R&D functions |
| Keysight | SVP & President, Communications Solutions Group | Jul 2017 – Sep 2020 | Established leadership in 5G; advanced 400G, quantum, spectrum ops |
| Keysight | VP & GM, Wireless Devices & Operators | May 2016 – Jun 2017 | Business unit leadership in wireless devices |
| Keysight | GM, Mobile Broadband Operation; Marketing leader, Signal Analysis & Sources | 2014–2016 | Product/marketing leadership post‑spin |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Zebra Technologies Corporation | Director | 2022–present (disclosed) | Public board; technology operating experience |
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Base salary ($) | 895,833 (annualized target $900,000) | 900,000 (no change) |
| Target annual bonus (% of salary) | 125% | 125% |
FY2024 actual cash incentive paid (STI)
| Name | FY2024 STI total ($) |
|---|---|
| Satish C. Dhanasekaran | 1,032,188 |
Performance Compensation
FY2024 short‑term incentive design (CEO weighting and outcomes)
| Metric | Weight | H1 Target | H1 Result | H1 Payout | H2 Target (reset) | H2 Result | H2 Payout cap | ESG Payout |
|---|---|---|---|---|---|---|---|---|
| Non‑GAAP EPS | 70% | $3.20 | $3.04 (94.9%) | 95% | $3.10 | $3.23 (104.1%) | 100% | — |
| KEYS Non‑GAAP Revenue Plan | 20% | $2,540M | $2,469M (97.2%) | 85% | $2,479M | $2,500M (100.8%) | 100% | — |
| ESG (DEI hiring/representation) | 10% | — | — | — | — | — | — | 50% (URM hires met) |
| Total (CEO payout mechanics) | — | — | — | — | — | — | — | CEO paid per certified outcomes |
FY2024 long‑term incentive grant (target)
| Instrument | Shares/Units | Design | Vest/Performance |
|---|---|---|---|
| PSUs – TSR | 19,525 | 50% of PSU value; 3‑yr relative TSR vs S&P 500 TRI; 25–200% payout | End of FY24–FY26; linear schedule |
| PSUs – Non‑GAAP OM | 23,430 | 50% of PSU value; annual OM vs plan averaged over 3 yrs; 50–200% payout | End of FY24–FY26 |
| RSUs | 31,240 | 40% of LTI value | 25% per year over 4 years, service‑based |
| Total target LTI value ($) | 10,475,000 | — | — |
FY22–FY24 PSU cycle payout to CEO
| Component | Target shares | Payout % | Shares earned | Cash value at 11/20/2024 |
|---|---|---|---|---|
| TSR PSUs | 9,739 | 0% | 0 | $0 |
| OM PSUs | 12,681 | 111.7% | 14,142 | $2,340,274 |
Equity Ownership & Alignment
Beneficial ownership and guideline compliance
| As of | Common shares owned | Deferred stock equivalents | Total beneficial ownership | % of outstanding | CEO ownership guideline |
|---|---|---|---|---|---|
| Jan 22, 2024 | 27,118 | 17,845 | 44,963 | <1% | CEO must hold 6x salary; CEO held >6x by FY2023 |
| Jan 22, 2025 | 26,905 | 17,863 | 44,768 | <1% | CEO held >7x salary by FY2024; all NEOs met guidelines |
Outstanding equity (as of Oct 31, 2023)
| Category | Units |
|---|---|
| Unvested RSUs | 65,310 |
| Unearned/unvested PSUs (open cycles) | 79,102 |
Policies and alignment
- No hedging or pledging permitted for executives and directors; quarterly blackout windows; 10b5‑1 plans allowed .
- Ownership guidelines: CEO 6x base salary; CFO/COO 3x or 80,000 shares; other execs 3x or 40,000 shares; annual compliance review .
Employment Terms
Severance and change‑of‑control economics (CEO; as of Oct 31, 2024)
| Scenario | Cash severance | Benefit continuation | Equity: time‑based | Equity: performance awards | Pension-related | Notes |
|---|---|---|---|---|---|---|
| Involuntary term/Good Reason in connection with CoC | $6,075,000 | $80,000 | $8,799,339 accel. | $11,773,362 | $609,605 | Double‑trigger; PSUs settle per higher of target or accrued pro‑rata rules |
| Qualifying termination under Severance Plan (non‑CoC) | $4,542,150 | $40,000 | $3,116,544 (12‑mo forward vest) | $12,035,687 (pay on actual at end) | $609,605 | Retirement‑eligible rules override where applicable |
| Death/Disability | — | — | $8,799,339 | $11,773,362 | $609,605 | — |
| CoC with no equity replacement | — | — | $8,799,339 | $12,035,687 | — | — |
Contract and policy features
- Double‑trigger CoC equity vesting; no single‑trigger; no excise tax gross‑ups; “better after‑tax” provision applies .
- Clawback/recoupment policy covers cash and equity; applies in event of material restatement or misconduct (Section 16 officers) .
- No multi‑year guaranteed salary/bonus or equity; no option repricing; no dividends on unearned awards .
- Post‑termination restrictions in CoC agreements include 2‑year non‑solicit and other covenants as condition to benefits .
Board Governance (Director Service, Committees, Independence)
| Attribute | Details |
|---|---|
| Board service | Director since May 2022; Class III term through 2026 |
| Committee roles | None (as CEO) |
| Independence | Not independent (executive director); Board 9/11 independent |
| Board leadership | Separate CEO and Chair (Non‑Executive Chair: Ronald Nersesian); Lead Independent Director: Jean M. Nye; regular executive sessions of independent directors |
| Attendance | All directors met ≥75% attendance in FY2024; Board met 8x |
Director compensation program (for governance quality reference)
- Emphasis on equity; $100k cash retainer; $250k equity (immediate vest); chair and committee premia; ownership guideline 5x cash retainer for directors .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2023 | 89% |
| 2024 | 91% |
Keysight reports proactive engagement with holders representing >50% (FY2024) on ESG and governance topics; compensation approach retained based on strong votes .
Compensation Peer Group (Benchmarking)
- FY2024 CEO/NEO pay benchmarked to a 28‑company tech‑heavy peer set (e.g., Agilent, AMETEK, Arista, Autodesk, Cadence, Fortinet, KLA, Fortive, Motorola Solutions, Palo Alto Networks, Rockwell, Roper, Synopsys, Teledyne, Teradyne, Zebra, etc.); KEYS was at/below median on revenue, market cap, and employees versus peers; selection criteria: revenue ~$2.8–$14.0B and market cap ~$9.5–$86.2B .
- TSR PSU comparator is the S&P 500 Total Return Index for broader investor alternative alignment .
Expertise & Qualifications (selected)
- Technology/operations leader with deep 5G/wireless and test instrumentation background; over 20 years in communications industry .
- Education: M.S. Electrical Engineering (Florida State); Wharton executive education .
- External board: Zebra Technologies (public) .
Compensation Structure Analysis (Signals)
- At‑risk emphasis preserved: ~93% of CEO target pay at risk in FY2024; LTI weight 84% for CEO; PSUs ~60% of equity allocation .
- Shift away from options longstanding (no option grants since 2014) — reduces upside convexity, increases retention through RSUs .
- Mid‑year reset of H2 FY2024 STI “financial plan” due to downturn and cap at 100% target limits windfall but introduces goal‑reset optics; ESG paid at 50% on partial target achievement .
- Pay outcomes aligned to performance mix: 0% TSR PSU payout vs 111.7% OM PSU payout for FY22–FY24 indicates shareholder return underperformance offset by profitability achievement versus plan .
Risk Indicators & Red Flags
- Relative TSR underperformance vs S&P 500 (–46.2 ppts over FY22–FY24) with 0% TSR PSU payout .
- H2 FY2024 plan reset (downturn response) could be viewed as lowered hurdle; capped payouts mitigated risk of undue reward .
- No hedging/pledging allowed (mitigates misalignment); no single‑trigger CoC equity; no tax gross‑ups; robust clawback .
Equity Ownership & Selling Pressure Indicators
- CEO beneficial ownership ~45k (common + deferred) with substantial unvested RSUs/PSUs; ownership guidelines exceeded (>7x salary by FY2024) .
- RSU vesting schedule (4‑year ratable) and PSU certification events can create periodic sale windows, but hedging/pledging prohibited and 10b5‑1 plans permitted to manage liquidity in compliance windows .
Work History & Career Trajectory
- Joined Keysight predecessor organizations in 2014 roles post‑spin; progressed from marketing and GM roles to COO (2020) to CEO (2022); led 5G market leadership and expansion into ARR software/services .
Director‑Specific: Board Service History and Dual‑Role Implications
- Dual role limited to CEO + Director (not Chair); Board separates Chair and CEO and designates Lead Independent Director; 9/11 independent directors; independent committees — mitigates independence concerns typical of CEO‑Chair duality .
- No committee assignments for CEO director; board class structure (Class III; term to 2026) .
Director Compensation (for completeness; not applicable to CEO)
- Non‑employee director program summary: $100k cash retainer; $250k equity (immediate vest); additional chair and AF committee member premia; 5x retainer ownership guideline; annual limit $750k .
Employment & Contracts – Additional Details
- Severance Plan (non‑CoC): 12‑month forward vest for time‑based equity; PSUs pay on actual results; retirement‑eligible rules apply; no guaranteed multi‑year compensation .
- CoC agreements: double‑trigger equity vesting; benefit continuation; covenants (release, non‑solicit, other restrictions); “better after‑tax” excise provision .
Investment Implications
- Alignment: Pay design remains shareholder‑friendly (no hedging/pledging, no single‑trigger vesting, no gross‑ups; strong clawback; high at‑risk mix). CEO exceeds ownership guidelines, supporting long‑term alignment .
- Execution vs returns: Profitability objectives were met above target over the last PSU cycle (111.7% OM), but TSR significantly lagged the S&P 500 (0% TSR PSU payout), suggesting continued execution risk on growth/returns despite operating discipline .
- Near‑term overhang: FY2024 STI plan reset and capped payouts signal prudent downside management but may raise scrutiny on target rigor; ongoing headwinds (FY2024 down YoY across revenue/EPS) warrant monitoring of order trends and ARR growth reacceleration .
- Trading signals: Upcoming vest/certification events (PSUs/RSUs) can create episodic selling but are governed by 10b5‑1 and blackout policies; insider selling pressure is structurally constrained by no‑pledge/no‑hedge and ownership guidelines .
- Governance quality: Separate Chair/LID, independent majority, strong committee oversight, and consistent say‑on‑pay approvals (89–91%) reduce governance discount risk .