Satish Dhanasekaran
ZEBRA TECHNOLOGIESAbout Satish Dhanasekaran
Independent Class I Director at Zebra Technologies (ZBRA); director since 2023; age 52. He serves on the Compensation and Culture Committee. Professionally, he is President and Chief Executive Officer of Keysight Technologies (since 2022), bringing deep communications technology and electronic design/test expertise. Zebra’s Board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keysight Technologies, Inc. | President & Chief Executive Officer | 2022–present | Led strategic transformation and innovation agenda (as summarized in Zebra bio) |
| Keysight Technologies, Inc. | Chief Operating Officer | 2020–2022 | Enterprise operating leadership |
| Keysight Technologies, Inc. | SVP & President, Communication Solutions Group | 2017–2020 | Business leadership in comms segment |
| Keysight Technologies, Inc. | General Manager | 2014–2017 | P&L and product leadership |
| Agilent Technologies Inc. | Business development leadership roles | 2006–2014 | M&A/integration and international experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. FCC Technological Advisory Committee | Sponsor of Keysight participation | Not disclosed | Industry standards/next-gen tech engagement |
| NextG Alliance | Member | Not disclosed | 5G/6G ecosystem contribution |
Board Governance
- Committee assignments: Member, Compensation and Culture Committee (CCC), which met 5 times in 2024; CCC oversees director and executive pay, incentive plans, stock ownership guidelines, and employee engagement. FW Cook was engaged as the independent compensation consultant effective August 1, 2024.
- Independence and overboarding: Board determined in Feb 2025 that all non-employee directors (including Dhanasekaran) are independent; directors comply with outside board limits under Corporate Governance Guidelines.
- Attendance: The Board met 7 times in 2024; all directors attended at least 75% of Board/committee meetings and attended the 2024 Annual Meeting.
- Board structure and leadership: Separate Chair and Lead Independent Director; regular executive sessions; three fully independent standing committees.
- Say‑on‑Pay oversight signal: Zebra’s 2024 Say‑on‑Pay received 40.2% support; the CCC led multi‑phase shareholder engagement and adopted responsive actions (e.g., commitment to avoid one‑time awards absent extraordinary circumstances, enhanced metric disclosure).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned in Cash (Satish Dhanasekaran) | $106,000 | Includes Board and committee retainers |
| 2024 Stock Awards (fully‑vested common stock) | $220,284 | 696 shares; aggregate grant date fair value under ASC 718 |
| 2024 Total Director Compensation | $326,284 | Sum of cash and equity |
Director compensation program design (2024):
- Annual cash retainer $90,000 for all non‑employee directors; CCC member retainer $15,000; Chair/Lead Independent Director additional $100,000; committee chair retainers: CCC $30,000, Audit $30,000, NGC $15,000.
- Annual equity retainer target grant date fair value $220,000, awarded as fully‑vested common stock.
- The Compensation and Culture Committee kept non‑employee director compensation unchanged for 2024 after market review.
Performance Compensation
Directors do not receive performance‑conditioned equity at Zebra; annual director equity is granted as fully‑vested common stock (no performance metrics).
Compensation and Culture Committee program metrics overseen for NEOs (context for governance assessment):
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Annual incentive (ZIP) metrics (weight, goals, and 2024 outcomes): | Metric | Weight | 2024 Performance vs Target | Payout for Metric | |---|---|---|---| | Net Sales | 30% | $4,981.1M, 105.5% of target | 200% | | Adjusted EBITDA | 50% | $1,047.0M, 113.8% of target | 200% | | EAI Index | 20% | $440.7M, 88.1% of target | 76.3% | Total ZIP payout for 2024: 175.3% of target; no individual adjustments.
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Long‑term incentive PVRSU metrics and weights (3‑year program): Net Sales CAGR (50%), Adjusted EBITDA margin (30%), Free Cash Flow conversion (20%). Annual retention features cap at 100% of target; over‑target payouts only on 3‑year goals.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company and investment company directorships | 1 (per Zebra proxy table; company not named in bio) |
| Compensation committee interlocks | None disclosed in 2024; only independent directors served; no relationships requiring Item 404 disclosure; no executive officer interlocks. |
Expertise & Qualifications
- Strategic operator and innovator in communications technology and electronic design/test; experienced in M&A, integration, international business, and building innovative culture and tech talent.
- Skillsets aligned to Zebra’s needs: technology/innovation, strategic planning and transformation, risk management, and senior leadership (per skills matrix narrative and bio).
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (Dec 31, 2024) | 1,526 shares; <1% of outstanding |
| Pledged or hedged shares | Prohibited by Zebra policy (hedging, pledging, margin accounts) |
| Director stock ownership guideline | 5x annual board cash retainer |
| Compliance with guideline (as of 12/31/24) | Compliant (all non‑employee directors except Kenneth Miller met guidelines) |
| Section 16(a) reporting | All required reports were timely filed |
Governance Assessment
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Positives
- Independent director with directly relevant industry expertise and current public‑company CEO experience; enhances board oversight of technology strategy and talent.
- Member of the CCC during a year of significant investor feedback; the committee executed robust engagement and adopted measurable governance responses (no one‑time awards absent extraordinary circumstances; enhanced metric disclosures).
- Strong alignment structures: fully independent committees, stock ownership guidelines (met), and prohibitions on hedging/pledging.
- No related‑party transactions disclosed involving Dhanasekaran; no Section 16 delinquencies.
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Watch items
- Low Say‑on‑Pay support (40.2% at 2024 meeting) is a signal; as a CCC member, ongoing responsiveness to investor expectations on pay metrics, disclosure clarity, and one‑time award discipline remains important heading into future proxy seasons.
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Overall implication
- Board effectiveness and investor confidence are supported by Dhanasekaran’s domain expertise and CCC role in implementing responsive compensation governance. Continued transparent reporting on performance targets/outcomes and adherence to ownership/anti‑hedging policies should mitigate alignment concerns raised in the 2024 Say‑on‑Pay vote.