Keysight Technologies, Inc. filed its latest definitive proxy statement earlier this week. Last year, the company upgraded its Proxy Summary (which starts at page (i)), an action that it repeated again this year.
The company includes a series of graphics about its 2021 Compensation Discussion and Analysis (starting at page vii) in its Proxy Summary which highlight various key features of the CD&A, including a list of compensation policies and practices (what the company does and does not do)(page vii), a series of pay mix charts (page viii), and two items I haven’t seen in a Proxy Summary before — the achievement level for each of the four performance metrics of its short-term incentive plan presented in separate columns for the first and second halves of the fiscal year and its long-term incentive plan results, broken out by metric for each of the two performance measures in its performance stock unit awards which saw the three-year performance period end at the completion of fiscal 2021. Not only does the company disclose the threshold, target and maximum performance levels for each of the two measures (total stockholder return and non-GAAP operating margin), it also shows the actual performance for each measure and the resulting payout percentages. While that’s not the only information of interest in the CD&A, the company has expertly extracted four of the primary items that stockholders look for and given them a place of prominence at the very start of the proxy statement.
The Proxy Summary wraps up with a table summarizing the company’s corporate responsibility key impact goals in various ESG categories (at page x), which is just a prelude to its lengthier discussions of corporate social responsibility and human capital management in the body of the CD&A. It’s well worth a look — especially the HCM disclosure, which largely mirrors the human capital disclosure in its Annual Report on Form 10-K.
-Mark Borges, CompensationStandards.com January 26, 2022
