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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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When I took over as CEO three years ago, I outlined a strategic plan to accelerate value creation and position our business for long-term sustainable growth.
Soon after, we transformed our global operating model to better serve our customers. We invested in innovation to further strengthen our core business while beginning to expand our portfolio into attractive adjacencies. We made significant investments in our IT infrastructure to become a more digital company. And we announced a three-year value creation plan, including a commitment to return $16 billion of capital to our stockholders.
Our team executed well against these priorities—and HP is a much stronger company today as a result. We exceeded each of the key targets set in our value creation plan, while significantly reducing our structural costs and strengthening our position in key growth areas.
Of course, we also navigated a volatile and complex macro environment. And as we have faced challenges, we have embraced them as opportunities to improve our performance.
This is exactly what we did in 2022, and it’s what you can expect from us moving forward. Because as far as we have come as a company, we see significant opportunities ahead to build on our progress and create value for our customers, shareholders and other stakeholders.
Fiscal Year 2022 Highlights
We delivered solid results in 2022 – with revenue of $63 billion – even in the face of tough market conditions that worsened in the second half of the year.
Importantly, our key growth businesses each delivered double-digit organic growth. And we continued to build a more growth-oriented portfolio through M&A with the completion of our acquisition of Poly.
We generated non-GAAP free cash flow
1
of $3.9 billion, while returning $5.3 billion to shareholders in the form of share repurchases and dividends.
And we continued to differentiate HP as one of the world’s most trusted brands. This is a key competitive advantage in the market, as more customers make purchasing decisions based on our commitment to climate action, human rights, diversity, equity and inclusion, and digital equity. Our efforts garnered widespread recognition, including the “100 Most Sustainable Companies” by
Barron’s
, “Best Workplaces for Women” by
Fortune
, “America’s Most Just Companies” by JUST Capital and CNBC and, for the fourth consecutive year, “America’s Most Responsible Company” by
Newsweek
.
Our Next Phase of Growth
As we look toward the future, our sights are set on unlocking our next phase of value creation and growth.
That’s why, last November, we announced our Future Ready plan. It’s designed to develop the portfolio and operational capabilities needed to win in our markets and further reduce our structural costs. We expect to generate at least $1.4 billion in gross annualized run rate savings by the end of our 2025 fiscal year, helping us to mitigate near-term headwinds while maintaining investments in long-term growth.
Future Ready Portfolio
A key area of investment is focused on building a more growth-oriented portfolio. We see significant opportunity to drive long-term growth across our Gaming, Hybrid Systems, Workforce Services & Solutions, Consumer Subscriptions, and Industrial Graphics and 3D businesses. And we are focused on segments of the market where we can drive significant competitive advantage and meet a wider range of customer needs.
|
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The progress we have made over the past three years gives me confidence in the direction we are heading.”
|
|||||
1
Non-GAAP free cash flow is a non-GAAP financial measure. Please refer to “Reconciliation of GAAP Measures to Non-GAAP Measures” on page 90 for a description and reconciliation of this non-GAAP financial measure relative to the reported GAAP financial measure.
|
2023 PROXY STATEMENT
|
1
|
Hybrid work is a great example. We believe our HP and Poly portfolio, combined with our expansion in software and services, will help create entirely new customer experiences and expand our addressable market. We have an equally attractive opportunity to scale our services and subscriptions offerings. There is growing demand for new consumption models, and last year we created a dedicated business unit focused on building lifetime customer relationships and driving recurring revenue.
To help fund investments in our growth areas, we are simplifying our portfolio and zeroing in on businesses where we can drive significant competitive advantage and market leadership.
Future Ready Operations
As we strengthen our portfolio, we’re supporting it with Future Ready operations.
A big part of this is continuing the process of digitizing the company. Our infrastructure investments have driven greater productivity, speed and efficiency. And this new digital backbone is already improving our execution—from creating a more flexible and resilient supply chain, to further enhancing our customer support and go-to-market capabilities. It is also enabling new customer value propositions, such as personalized services and solutions that are key to our growth strategy.
At the same time, we are driving operational excellence across every facet of our business. In a company of our size, we believe we have opportunities to further improve execution and reduce costs. And we plan to continue optimizing our performance by unlocking efficiencies, simplifying organizational structures, and removing unnecessary spend.
Future Ready HP
The road ahead won’t be easy. At times like these, companies must find ways to navigate through choppy waters while steering their ship toward brighter days.
This is exactly the approach we’re taking at HP—controlling what we can control through disciplined execution and cost management, while reinvesting in our growth priorities and digital transformation.
All of this will be underpinned by our unwavering commitment to the HP Way. Our people, culture and values have long been core to our success—and I continue to believe that how we do things is just as important as what we do. That’s why we’re creating a culture where diverse talent can come to do the best work of their careers while making a positive impact around the world through our Sustainable Impact strategy.
The progress we have made over the past three years gives me confidence in the direction we are heading. And I believe the actions we’re taking to create a Future Ready HP will drive profitable long-term growth and value creation for our stakeholders.
Thank you for the trust you have placed in HP with your investment.
|
|||||
Saludos,
![]()
Enrique Lores
President and CEO
|
2
|
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During fiscal 2022, HP delivered solid results in spite of what evolved into a challenging macroeconomic backdrop in the second half of the year. While we foresee potentially challenging times ahead due to the uncertain macroeconomic outlook, the Board remains confident that our CEO, Enrique Lores, and his team will guide HP through this environment, building on their track record of consistently delivering on their commitments. We believe that under their management HP remains well positioned to weather the obstacles ahead, while leveraging our world class talent, IP, and scale to continue capitalizing on key growth opportunities.
Importantly, we have stayed true to HP’s values, with sustainable impact remaining a priority. In 2022, we were the only technology company globally to receive “A” ratings across CDP’s Climate, Forests and Water lists. We continue to make strides in our diversity, equity, and inclusion initiatives, with women representing 33.3% of HP’s full-time executive positions globally and 46.4% of our U.S. hires in fiscal 2022 being ethnically diverse. For additional information about HP’s sustainability and social initiatives, please refer to “Sustainable Impact” and “Our Approach to ESG” in the accompanying Proxy Statement.
HP also has one of the most diverse boards in the tech industry, with 69% of our members identifying as gender and/or ethnically diverse individuals. In addition, three out of four committee chairs are female. We know that having the right mix of backgrounds, skills, and experience is key to the success and effectiveness of the Board. We believe the skills and experience represented on the Board are matched to HP’s needs as it operates in a dynamic environment in a broad array of markets around the globe. Further details about our directors and HP’s corporate governance policies and practices are included in the accompanying Proxy Statement under “Corporate Governance and Board of Directors.”
Your vote is important. Regardless of whether you participate in the annual meeting, we hope you vote as soon as possible. You may vote by proxy online or by phone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting online or by phone, written proxy or voting instruction card ensures your representation at the annual meeting regardless of whether you attend the virtual meeting.
For details about how to attend the meeting online, submit questions before or during the meeting, and information on the business to be conducted at the annual meeting, please refer to the accompanying Notice of Annual Meeting and Proxy Statement.
Thank you for your ongoing support of, and continued interest in, HP Inc.
Sincerely,
![]()
Charles “Chip” V. Bergh
Chairman of the Board |
|
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![]() ![]()
We believe the skills and experience represented on the Board are matched to HP’s needs as it operates in a dynamic environment in a broad array of markets around the globe.”
|
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|
2023 PROXY STATEMENT
|
3
|
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Time and Date
2:00 p.m., Pacific Time, on Monday, April 24, 2023 |
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Place
Online at www.virtualshareholdermeeting.com/HPQ2023 |
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Record Date
February 23, 2023 |
Board Proposals
|
Board Recommendation
|
Page
|
||||||||||||
1
|
To elect the 13 Directors named in this proxy statement
|
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FOR each
director nominee |
13
|
||||||||||
2
|
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023
|
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FOR |
44
|
||||||||||
3
|
To approve, on an advisory basis, the Company’s named executive officer compensation (“say on pay” vote)
|
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FOR |
46
|
||||||||||
4
|
To approve, on an advisory basis, the frequency of future “say on pay” votes
|
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ONE YEAR |
76
|
||||||||||
Stockholder Proposal
|
||||||||||||||
5
|
To consider and vote on a stockholder proposal described in this proxy statement, if properly presented at the meeting
|
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AGAINST |
79
|
||||||||||
Such other business as may properly come before the meeting
|
Voting |
Virtual Meeting Admission
Stockholders of record as of February 23, 2023, will be able to participate in the annual meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/HPQ2023. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, proxy card or on the instructions that accompanied your proxy materials. If you have any questions about your control number, please contact the bank, broker, or other nominee that holds your shares.
The annual meeting will begin promptly at 2:00 p.m., Pacific Time. Online check-in will begin at 1:30 p.m., Pacific Time, and you should allow ample time for the online check-in procedures.
Annual Meeting Website
The online format used by HP Inc. for the annual meeting also allows us to communicate more effectively with you. Stockholders can submit questions in advance of the annual meeting, by visiting our annual meeting website at www.proxyvote.com/HP. Stockholders can also access copies of our proxy statement and annual report at the annual meeting website.
Adjournments and Postponements
Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.
By order of the Board of Directors,
Rick Hansen
Deputy General Counsel, Corporate, and Corporate Secretary |
||||
Internet
www.proxyvote.com/HP prior to the meeting
Telephone
1-800-690-6903
During the meeting please visit
www.virtualshareholdermeeting.com/ HPQ2023
Mail
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Return the card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
|||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April 24, 2023. The definitive proxy statement and HP Inc.’s 2022 Annual Report are available electronically at www.proxyvote.com/HP.
|
|||||
4
|
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Item
1 |
Election of Directors
•
12 of our 13 Director nominees are independent, including six women and six director nominees who identify as racially/ethnically diverse.
•
Our Board is led by an independent Chairman.
•
Key information regarding all 13 of our Board nominees is summarized in the table below.
|
![]() |
The Board recommends a vote FOR each Director nominee
|
||||||||
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Further information beginning on page 13.
|
||||||||||
Item
2 |
Ratification of Independent Registered Public Accounting Firm
•
The Audit Committee of the Board has selected Ernst & Young LLP to act as HP’s independent registered public accounting firm for the fiscal year ending October 31, 2023 and seeks ratification of the selection.
|
![]() |
The Board recommends a vote FOR this Proposal | ||||||||
![]() |
Further information beginning on page 44.
|
||||||||||
Item
3 |
Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay” Vote)
•
Our Board and the HRC Committee are committed to an executive compensation program that aligns the interests of our executives with those of our stockholders. To fulfill this mission, we have a pay-for-performance philosophy that drives decisions regarding executive compensation.
•
Our compensation programs have been structured to balance near-term results with
long-term success, mitigate risks, and enable us to attract, retain, focus, and reward our executive team for delivering stockholder value. |
![]() |
The Board recommends a vote FOR this Proposal | ||||||||
![]() |
Further information, including an overview of the compensation of our Named Executive Officers (“NEOs”), beginning on page 46.
|
||||||||||
Item
4 |
Advisory Vote on the Frequency of Future “Say on Pay” votes
•
Our stockholders currently have the opportunity to participate annually in an advisory vote on our named executive officer compensation.
•
The Board believes that annual voting on HP’s executive compensation sets the correct ongoing cadence for dialogue between HP and its stockholders on executive compensation matters.
|
![]() |
The Board recommends a vote of ONE YEAR for this Proposal
|
||||||||
![]() |
Further information beginning on page 76.
|
||||||||||
Item
5 |
Stockholder Proposal: Right to Act by Written Consent
•
This stockholder proposal requests that HP’s Board take such steps as may be necessary to permit written consent by stockholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all stockholders entitled to vote thereon were present and voting.
|
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The Board recommends a vote AGAINST this Proposal | ||||||||
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Further information beginning on page 79.
|
||||||||||
2023 PROXY STATEMENT
|
5
|
Proxy Statement Summary | |||||
6
|
![]() |
Proxy Statement Summary | |||||
FY22 performance highlights
|
|||||||||||
Net revenue |
$5.5 billion
non-GAAP operating profit 1 |
||||||||||
By key segment and business unit | |||||||||||
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|||||||||||
$3.9 billion
non-GAAP free cash flow 1 |
Scale and Reach |
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||||||
Market leader
#1 or #2 In either Print or PC in 48 countries 2 |
Innovation & IP
28k+ Patents |
Scale
185/58k Countries/Employees 3 |
2023 PROXY STATEMENT
|
7
|
Proxy Statement Summary | |||||
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||||||||||||
Gaming | Hybrid Systems | Consumer Subscriptions |
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|||||||
Industrial Graphics
and 3D |
Workforce Services and Solutions |
Digital Transformation
|
||
Portfolio Optimization
|
||
Operational Excellence
|
||
8
|
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Proxy Statement Summary | |||||
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||||||
Climate action
Drive toward a net zero carbon, fully regenerative economy while engineering a sustainable portfolio of products and solutions.
|
Human rights
Create a powerful culture of diversity, equity, and inclusion. Advance human rights, social justice, and racial and gender equality across our ecosystem.
|
Digital equity
Lead in activating and innovating holistic solutions that break down the digital divide that prevents many from accessing the education, jobs, and healthcare needed to thrive. Drive digital inclusion to transform lives and communities.
|
||||||
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For more information about our Sustainable Impact agenda, and to reach our annual Sustainable Impact Report, please see the Sustainability section of our website at https://www.hp.com/us-en/hp-information/sustainable-impact.html (which is not incorporated by reference herein).
Our Sustainable Impact Report includes disclosures aligned with the following ESG frameworks: Sustainability Accounting Standards Board (SASB), Task Force on Climate-Related Financial Disclosure (TCFD), Global Reporting Initiative (GRI), and the World Economic Forum International Business Council (WEF IBC).
The Board and its committees actively oversee HP’s Sustainable Impact, strategy and related risks. For information regarding the Board’s role in overseeing HP’s Sustainable Impact, please refer to “Spotlight on Board Oversight of ESG” on page 34.
|
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2023 PROXY STATEMENT
|
9
|
Proxy Statement Summary | |||||
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||||||
Ranked 1st in America for environmental, social and governance performance for the 4th year in a row
|
Only tech company globally to receive a Triple A score across Climate, Forests and Water lists
|
Named one of the 100 Most Sustainable Corporations in the World for the 8th year in a row
|
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Recognized as one of the World’s Most Ethical Companies for the 3rd year in a row
|
Recognized for the 5th year in a row (3rd year for Sustained Excellence)
|
Member of the DJSI World and DJSI North America Indices in 2022, ranking 1st in the industry and listed on the world index for the 11th year in a row
|
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||||||
Received a score of 100% on the Human Rights Campaign 2021 Corporate Equality Index for LGBTQ Equality
|
Included in the top 10 companies by revenue for clean energy for the 4th year in a row
|
Named for the 5th year in a row
|
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||||
Earned a Platinum Recognition level, the 13th consecutive year HP has been recognized
|
100% score on the Disability Equality Index as a Best Place to Work for Disability Inclusion for the 7th year in a row
|
10
|
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Please join us for our Virtual Annual Meeting at www.virtualshareholder meeting.com/HPQ2023.
|
To participate in the annual meeting, you will need the
16-digit control number
included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.
|
![]() |
||||||
1-855-449-0991 (Toll-free)
1-720-378-5962 (Toll line) |
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2023 PROXY STATEMENT
|
11
|
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12
|
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Board proposal no. 1 | |||||||||||
Election of directors | |||||||||||
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The board recommends a vote for each director nominee. |
2023 PROXY STATEMENT
|
13
|
Corporate Governance and Board of Directors | |||||
Name and principal occupation | Age |
HP director
since |
Committees |
Other current public company/public registrant boards
|
|||||||||||||
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Aida M. Alvarez
Independent
Consultant; Former Administrator, U.S. Small Business Administration & Presidential Cabinet Member |
73 | 2016 |
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Stride, Inc.
Fastly, Inc. Bill.com Holdings, Inc. |
||||||||||||
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Shumeet Banerji
Independent
Co-Founder and Partner, Condorcet, LP |
63 | 2011 |
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Reliance Industries Ltd. | ||||||||||||
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Robert R. Bennett
Independent
Managing Director, Hilltop Investments, LLC |
64 | 2013 |
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Warner Bros. Discovery, Inc.
Liberty Media Corporation |
||||||||||||
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Charles “Chip” V. Bergh (CHAIRMAN)
Independent
President and Chief Executive Officer, Levi Strauss & Co. |
65 | 2015 |
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Levi Strauss & Co. | ||||||||||||
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Bruce Broussard
Independent
President and Chief Executive Officer, Humana Inc. |
60 | 2021 |
![]() |
Humana Inc. | ||||||||||||
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Stacy Brown-Philpot
Independent
Member of Investment Committee, SB Opportunity Fund |
47 | 2015 |
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Nordstrom, Inc. | ||||||||||||
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Stephanie A. Burns
Independent
Former Chief Executive Officer and Chairman, Dow Corning |
68 | 2015 |
![]() |
Corning Incorporated
Kellogg Company |
||||||||||||
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Mary Anne Citrino
Independent
Senior Advisor and former Senior Managing Director, Blackstone |
63 | 2015 |
![]() |
Alcoa Corporation | ||||||||||||
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Richard L. Clemmer
Independent
Chairman, Privafy, Inc. |
71 | 2020 |
![]() |
Aptiv PLC
Seagate Technology Holdings plc |
||||||||||||
![]() |
Enrique Lores
President and Chief Executive Officer, HP Inc. |
57 | 2019 | PayPal Holdings, Inc. | |||||||||||||
![]() |
Judith “Jami” Miscik
Independent
Senior Advisor, Lazard Ltd. |
64 | 2021 |
![]() |
General Motors Company
Morgan Stanley |
||||||||||||
![]() |
Kim K.W. Rucker
Independent
Former Executive Vice President, General Counsel and Secretary of Andeavor |
56 | 2021 |
![]() |
Celanese Corporation
Lennox International Inc. Marathon Petroleum Corporation |
||||||||||||
![]() |
Subra Suresh
Independent
Former President, Nanyang Technological University |
66
|
2015
|
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Singapore Exchange Limited | ||||||||||||
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Audit Committee
|
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HR and Compensation Committee
|
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Chair | ||||||||||||
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Finance, Investment and Technology Committee
|
![]() |
Nominating, Governance and Social Responsibility Committee
|
14
|
![]() |
Corporate Governance and Board of Directors | |||||
Gender
|
Independence
|
||||||||||||||||
![]() ![]() |
92%
of the Board is Independent
|
||||||||||||||||
![]()
Independent Chairman
|
|||||||||||||||||
Board Refreshment | |||||||||||||||||
4
New directors since 2019
|
|||||||||||||||||
Age | |||||||||||||||||
63
years old
is the average age
|
|||||||||||||||||
Ethnicity | |||||||||||||||||
47-60 |
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4 | |||||||||||||||
61-65 |
![]() |
5 | |||||||||||||||
![]() |
|||||||||||||||||
66-73 |
![]() |
4 | |||||||||||||||
Tenure | |||||||||||||||||
5.9
years
is the average tenure
|
|||||||||||||||||
1-3 years |
![]() |
5 | |||||||||||||||
4-7 years |
![]() |
6 | |||||||||||||||
8-12 years |
![]() |
2 | |||||||||||||||
2023 PROXY STATEMENT
|
15
|
Corporate Governance and Board of Directors | |||||
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Current or former CEO |
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Business and management
HP requires a Board well-versed in navigating complexity and capitalizing on business opportunities to further our innovation and growth.
|
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||||||||||||||||||||||||||||
Customer experience
HP’s customers are the foundation of our mission – we continually seek to better serve our customer base with products and solutions that inspire and innovate.
|
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|||||||||||||||||||||||||||||||||||
Disruptive innovation
We continually seek to reinvent the Print and PC industries to deliver amazing innovative experiences to our customers – having disruptive innovators on our Board helps inform our strategy.
|
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|||||||||||||||||||||||||||||||||||||
Environmental and social responsibility
Experience in environmental and social responsibility related issues and topics strengthens the Board’s oversight of HP’s policies and programs relating to these issues and reinforces HP’s commitment to sustainability and social responsibility.
|
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||||||||||||||||||||||||||||||||
Finance and capital allocation
It is essential that we have Directors with strong financial acumen and experience to provide sound oversight and guide our investment strategies and capital allocation.
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Government and government affairs
Government and government affairs experience offers us insight into the regulatory environment of the many jurisdictions in which we operate, their legislative and administrative priorities, and the potential implications for our business.
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Human capital management
Experience in talent development, managing compensation, overseeing inclusion and diversity efforts, and establishing culture strengthens the Board’s oversight of HP’s key human capital management strategies and programs.
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International business and affairs
HP operates in over 180 countries worldwide, making international business experience a vital perspective on our Board and enabling us to succeed in the many markets in which we operate.
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Operations
HP operates one of the world’s largest supply chains – we benefit from Directors who have successfully led complex operations and can help us to optimize our business model.
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Risk management
Experience identifying, assessing and managing a broad spectrum of risks enables directors to effectively oversee the most significant risks facing HP.
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Strategic transactions; M&A
HP benefits from having Directors with experience leading organizations through significant strategic transactions, including mergers, acquisitions and divestitures.
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Strategy
The dynamic and fast-moving markets in which HP operates globally require a Board with strong strategic insights gained through multi-faceted and challenging prior experiences.
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Technology, cybersecurity and science
With our deep history of innovation and our reliance on cutting edge R&D, science and engineering, and the importance of cybersecurity to our business, we know that backgrounds in technology and user experience, cybersecurity policy, governance and risk management, and science and design, add valuable and vital components to our Board dialogue.
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Independent |
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Women |
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Racially/Ethnically diverse |
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Tenure (including Hewlett-Packard Company) | 7 | 12 | 10 | 7 | 2 | 7 | 7 | 7 | 3 | 3 | 2 | 1 | 7 |
16
|
![]() |
Corporate Governance and Board of Directors | |||||
![]()
Current role
Consultant
Current public company boards
•
HP
•
Stride, Inc.
•
Fastly, Inc.
•
Bill.com Holdings, Inc.
Prior public
company boards
•
Wal-Mart Stores, Inc.
•
Opportun Financial Corporation
|
Aida M. Alvarez
Independent
|
|||||||
Age: 73 | HP Board Committees: HR and Compensation, Nominating, Governance and Social Responsibility Committee | |||||||
Director since: 2016 | ||||||||
Qualifications:
Prior Business and Other Experience
•
Founding Chair, Latino Community Foundation (since 2003)
•
Administrator, U.S. Small Business Administration (1997–2001)
•
Director, Office of Federal Housing Enterprise Oversight (1993–1997)
•
Vice President, First Boston Corporation and Bear Stearns & Co. (prior to 1993)
Other key qualifications
The Honorable Aida Alvarez brings to the Board a wealth of expertise in media, public affairs, finance, and government. She led important financial and government agencies and served in the Cabinet of U.S. President William J. Clinton as Administrator of the U.S. Small Business Administration. She has also been a public finance executive, has chaired a prominent philanthropic organization and was an award-winning journalist. The Board also benefits from Ms. Alvarez’s knowledge of investment banking and finance.
Skills
Business and Management, Environmental and Social Responsibility, Finance and Capital Allocation, Government and Government Affairs, Strategy
|
||||||||
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Current role
Co-founder and Partner of Condorcet, LP, an advisory and investment firm (since 2013)
Current public company boards
•
HP
•
Reliance Industries Limited
Prior public
company boards
•
Innocoll AG
|
Shumeet Banerji
Independent
|
|||||||
Age: 63 | HP Board Committees: HR and Compensation, Nominating, Governance and Social Responsibility Committee | |||||||
Director since: 2011 | ||||||||
Qualifications:
Prior Business and Other Experience
•
Senior Partner, Booz & Company, a consulting company (May 2012–March 2013)
•
Chief Executive Officer, Booz & Company (July 2008–May 2012)
•
President of the Worldwide Commercial Business, Booz Allen Hamilton (February 2008–July 2008)
•
Managing Director, Europe (2007–2008) and United Kingdom (2003–2007), Booz Allen Hamilton
•
Faculty, University of Chicago Graduate School of Business
Other key qualifications
Mr. Banerji brings to the Board a strong understanding of the issues facing companies and governments in both emerging and mature markets around the world as the founder of Condorcet, LP, an advisory and investment firm focused on early and development stage technology companies, and through his two decades of work with Booz & Company. In particular, Mr. Banerji has valuable experience in addressing a variety of complex issues ranging from corporate strategy, organizational structure, governance, transformational change, operational performance improvement, and merger integration. During his career at Booz Allen Hamilton and Booz & Company, he has advised numerous companies on restructuring and M&A, particularly in mature industries.
Skills
Business and Management, Environmental and Social Responsibility, Finance and Capital Allocation, Human Capital Management, International Business and Affairs, Risk Management, Strategic Transactions; M&A, Strategy
|
||||||||
2023 PROXY STATEMENT
|
17
|
Corporate Governance and Board of Directors | |||||
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Current role
Managing Director, Hilltop Investments, LLC, a private investment company (since 2005)
Current public company boards
•
HP
•
Warner Bros. Discovery, Inc.
•
Liberty Media Corporation
Prior public
company boards
•
Sprint Corporation
•
Demand Media, Inc.
•
Discovery Holding Company
•
Liberty Interactive Corporation
•
Sprint Nextel Corporation
|
Robert R. Bennett
Independent
|
|||||||
Age: 64 | HP Board Committees: Audit, Finance, Investment and Technology Committee | |||||||
Director since: 2013 | ||||||||
Qualifications:
Prior Business and Other Experience
•
President, Discovery Holding Company (2005–2008)
•
President and Chief Executive Officer, Liberty Media Corporation (1997–2005)
•
Served in a variety of other executive roles at Liberty Media between 1990 and 1997, including as its principal financial officer from 1991 until 1997
Other key qualifications
Mr. Bennett brings to the Board in-depth knowledge of the media and telecommunications industry and his knowledge of the capital markets and other financial and operational matters. Additionally, as a result of his positions at Liberty Media, Mr. Bennett brings experience leading organizations through significant strategic transactions, including acquisitions, divestitures and integration. Mr. Bennett also has an in-depth understanding of finance and has held various financial management positions during his career including serving as CFO of a public company.
Skills
Business and Management, Finance and Capital Allocation, Human Capital Management, International Business and Affairs, Operations, Risk Management, Strategic Transactions; M&A, Strategy, Technology, Cybersecurity and Science
|
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Current role
President, Chief Executive Officer, and Director of Levi Strauss & Co., an apparel/retail company (since September 2011)
Current public company boards
•
HP
•
Levi Strauss & Co.
Prior public
company boards
•
VF Corporation
|
Charles “Chip” V. Bergh
Chairman, Independent
|
|||||||
Age: 65 |
HP Board Committees: HR and Compensation, Nominating, Governance and Social Responsibility Committee
|
|||||||
Director since: 2015
Chairman since: 2017
|
||||||||
Qualifications:
Prior Business and Other Experience
•
Group President, Global Male Grooming, Procter & Gamble Co. (2009–September 2011)
•
In 28 years at Procter & Gamble, Mr. Bergh served in a variety of executive roles, including managing business in multiple regions worldwide
Other key qualifications
Mr. Bergh brings to the Board extensive experience in executive leadership at large global companies and international business management. From his more than 35 years at Levi Strauss and Procter & Gamble, Mr. Bergh has a strong operational and strategic background with significant experience in brand management. He also brings public company governance experience as a board member and committee member of other public and private companies.
Skills
Business and Management, Customer Experience, Environmental and Social Responsibility, Finance and Capital Allocation, Human Capital Management, International Business and Affairs, Operations, Risk Management, Strategic Transactions; M&A, Strategy, Technology, Cybersecurity and Science
|
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18
|
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Corporate Governance and Board of Directors | |||||
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Current role
President, Chief Executive Officer, and Director of Humana Inc., a healthcare company (CEO since 2013)
Current public company boards
•
HP
•
Humana Inc.
Prior public
company boards
•
KeyCorp
|
Bruce Broussard
Independent
|
|||||||
Age: 60 | HP Board Committees: Nominating, Governance and Social Responsibility, HR and Compensation Committee | |||||||
Director since: 2021 | ||||||||
Qualifications:
Prior Business and Other Experience
•
Chief Executive Officer, McKesson Specialty/US Oncology, Inc. (January 2008–December 2011)
•
In 11 years at US Oncology, Inc., which was acquired by McKesson in December 2010, served in a number of senior executive roles, including Chief Financial Officer, President, Chief Executive Officer and Chairman of the Board
Other key qualifications
Mr. Broussard brings to the Board extensive experience in executive leadership at large global companies and international business management. From his experience at Humana and US Oncology, Mr. Broussard has significant expertise in the healthcare and health technology sectors. He also brings public company governance experience as a board member and committee member of other public companies.
Skills
Business and Management, Customer Experience, Environmental and Social Responsibility, Finance and Capital Allocation, Human Capital Management, International Business and Affairs, Operations, Risk Management, Strategic Transactions; M&A, Strategy, Technology, Cybersecurity and Science
|
||||||||
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Current role
Member of Investment Committee, SB Opportunity Fund
(since 2020)
Current public company boards
•
HP
•
Nordstrom, Inc.
Prior public
company boards
•
None
|
Stacy Brown-Philpot
Independent
|
|||||||
Age: 47
|
HP Board Committees: Audit, Nominating, Governance and Social Responsibility Committee
|
|||||||
Director since: 2015
|
||||||||
Qualifications:
Prior Business and Other Experience
•
Chief Executive Officer, TaskRabbit (April 2016–August 2020)
•
Chief Operating Officer, TaskRabbit (January 2013–April 2016)
•
Entrepreneur-in-Residence, Google Ventures, the venture capital investment arm of Google, Inc., a technology company (“Google”) (May 2012–December 2012)
•
Senior Director of Global Consumer Operations, Google (2010–May 2012)
•
Prior to 2010, Ms. Brown-Philpot served in a variety of Director-level positions at Google
•
Prior to joining Google in 2003, Ms. Brown-Philpot served as a senior analyst and senior associate at the financial firms Goldman Sachs and PwC
Other key qualifications
Ms. Brown-Philpot brings to the Board extensive operational, analytical, financial, and strategic experience. In addition to her role as CEO of TaskRabbit from 2016 to 2020, Ms. Brown-Philpot’s decade of experience leading various operations at Google and her prior financial experience from her roles at Goldman Sachs and PwC provide unique operational and financial expertise to the Board.
Skills
Business and Management, Customer Experience, Disruptive Innovation, Environmental and Social Responsibility, Finance and Capital Allocation, Human Capital Management, International Business and Affairs, Operations, Risk Management, Strategy, Technology, Cybersecurity and Science
|
||||||||
2023 PROXY STATEMENT
|
19
|
Corporate Governance and Board of Directors | |||||
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Current role
Director
Current public company boards
•
HP
•
Corning Incorporated
•
Kellogg Company
Prior public
company boards
•
GlaxoSmithKline plc
•
Manpower, Inc.
|
Stephanie A. Burns
Independent
|
|||||||
Age: 68
|
HP Board Committees: Finance, Investment and Technology, HR and Compensation Committee (Chair) | |||||||
Director since: 2015
|
||||||||
Qualifications
:
Prior Business and Other Experience
•
Chief Executive Officer, Dow Corning Corp., a silicon-based manufacturing company (2004–May 2011)
•
President, Dow Corning (2003–November 2010)
•
Executive Vice President, Dow Corning (2000–2003)
Other key qualifications
Dr. Burns has more than 30 years of global innovation and business leadership experience and brings significant expertise in scientific research, product development, issues management, science and technology leadership, and business management to the Board. Her leadership experience includes growing Dow Corning Corporation through materials innovation, investing in solar applications and expanding into emerging markets. Dr. Burns also brings public company governance experience to the Board as a member of boards and board committees of other public companies.
Skills
Business and Management, Customer Experience, Environmental and Social Responsibility, Finance and Capital Allocation, Human Capital Management, International Business and Affairs, Operations, Risk Management, Strategic Transactions; M&A, Strategy, Technology, Cybersecurity and Science
|
||||||||
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Current role
Senior Advisor and former Senior Managing Director, Blackstone, an investment firm
(since 2004)
Current public company boards
•
HP
•
Alcoa Corporation
Prior public
company boards
•
Health Net, Inc.
•
Dollar Tree Inc.
•
Barclays
•
Ahold Delhaize
|
Mary Anne Citrino
Independent
|
|||||||
Age: 63
|
HP Board Committees: Audit (Chair), Finance, Investment and Technology Committee
|
|||||||
Director since: 2015
|
||||||||
Qualifications
:
Prior Business and Other Experience
•
Managing Director, Global Head of Consumer Products Investment Banking Group, and Co-head of Health Care Services Investment Banking, Morgan Stanley (1986–2004)
Other key qualifications
The Board benefits from Ms. Citrino’s extensive experience advising a broad range of clients in the consumer products industry through her roles at Blackstone. In addition, Ms. Citrino’s more than 30-year career as an investment banker provides the Board with substantial knowledge regarding business operations and strategy, as well as valuable financial and investment expertise. She also brings public company governance experience as a member of boards and board committees of other public companies.
Skills
Business and Management, Finance and Capital Allocation, International Business and Affairs, Risk Management, Strategic Transactions; M&A, Strategy
|
||||||||
20
|
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Corporate Governance and Board of Directors | |||||
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Current role
Chairman, Privafy, Inc. (since January 2019)
Current public company boards
•
HP
•
Aptiv PLC
•
Seagate Technology Holdings plc
Prior public
company boards
•
NCR Corporation
•
NXP Semiconductors N.V.
•
i2 Technologies, Inc.
|
Richard L. Clemmer
Independent
|
|||||||
|
|
|||||||
Age: 71
|
HP Board Committees: Audit, Finance, Investment and Technology Committee (Chair)
|
|||||||
Director since: 2020
|
||||||||
Qualifications
:
Prior Business and Other Experience
•
Chief Executive Officer and Executive Director, NXP Semiconductors N.V. (January 2009–May 2020)
•
Senior Advisor, Kohlberg Kravis Roberts & Co. (May 2007–December 2008)
•
President and Chief Executive Officer, Agere Systems Inc. (October 2005–April 2007)
Other key qualifications
Mr. Clemmer brings to the Board significant leadership experience in the high tech industry, including experience with semiconductor, storage, e-Commerce, and software companies, and brings valuable experience leading organizations through strategic transactions. In his roles at NXP Semiconductors and Agere Systems, Mr. Clemmer oversaw the successful execution of a number of key strategic transactions, including the acquisition and integration of several companies and business units.
Skills
Business and Management, Disruptive Innovation, Finance and Capital Allocation, Human Capital Management, International Business and Affairs, Operations, Risk Management, Strategic Transactions; M&A, Strategy, Technology, Cybersecurity and Science
|
||||||||
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Current role
President and Chief Executive Officer, HP (since November 2019)
Current public company boards
•
HP
•
PayPal Holdings, Inc.
Prior public
company boards
•
None
|
Enrique Lores
President, Chief Executive Officer and Director
|
|||||||
|
|
|||||||
Age: 57
|
HP Board Committees: N/A
|
|||||||
Director since: 2019
|
||||||||
|
|
|||||||
|
|
|||||||
Qualifications:
Prior Business and Other Experience
•
President, Imaging and Printing Solutions, HP Inc. (November 2015–October 2019)
•
Separation Leader, Hewlett-Packard Company (2014–October 2015)
•
Senior Vice President & General Manager, Business Personal Systems, Hewlett-Packard Company
(2013–2014)
•
Senior Vice President, Worldwide Customer Support & Services, Hewlett-Packard Company (2011–2013)
•
Senior Vice President, Worldwide Sales and Solutions Partner Organization, Hewlett-Packard Company (2008–2011)
•
Vice President & General Manager, Large Format Printing, Hewlett-Packard Company (2003–2008)
•
Vice President, Imaging & Printing Group, EMEA, Hewlett-Packard Company (2001–2003)
•
Experience in a variety of roles at Hewlett-Packard Company (1989–2001)
Other key qualifications
Mr. Lores’ international business and leadership experience, and his service in multiple facets of the HP business worldwide, provide the Board with an enhanced global perspective. Mr. Lores’ more than 30 years of experience in the information and technology industry with HP, and his position as HP’s Chief Executive Officer, provide the Board with valuable industry insight and expertise.
Skills
Business and Management, Customer Experience, Disruptive Innovation, Environmental and Social Responsibility, Finance and Capital Allocation, Government and Government Affairs, Human Capital Management, International Business and Affairs, Operations, Risk Management, Strategic Transactions; M&A, Strategy, Technology, Cybersecurity and Science
|
||||||||
2023 PROXY STATEMENT
|
21
|
Corporate Governance and Board of Directors | |||||
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Current role
Senior Advisor, Lazard Ltd (since 2022)
Current public company boards
•
HP
•
General Motors Company
•
Morgan Stanley
Prior public
company boards
•
EMC Corporation
•
Pivotal Software, Inc.
|
Judith “Jami” Miscik
I
ndependent
|
|||||||
|
|
|||||||
Age: 64
|
HP Board Committees: Audit, Nominating, Governance and Social Responsibility Committee | |||||||
Director since: 2021
|
||||||||
|
|
|||||||
|
|
|||||||
Qualifications:
Prior Business and Other Experience
•
CEO and Vice Chairman (2015-2022) and President (2009-2015), Kissinger Associates, Inc.
•
Global Head of Sovereign Risk, Lehman Brothers (2005–2008)
•
Distinguished 22-year career at the Central Intelligence Agency, including serving as the Deputy Director for Intelligence from 2002 to 2005
•
Director for Intelligence Programs, National Security Council (1995–1996)
Other key qualifications
Ms. Miscik brings to the Board significant experience in international affairs, intelligence and risk assessment and a vast understanding of the geopolitical and macroeconomic landscapes gained from her roles in the public and private sectors. In her role as CEO of Kissinger Associates, an international geopolitical consulting firm, Ms. Miscik developed strategies for clients operating in overseas environments and advises on geopolitical and macroeconomic risks. Prior to entering the private sector, Ms. Miscik built a distinguished 22-year career in intelligence, ultimately serving as the Deputy Director for Intelligence at the Central Intelligence Agency.
Skills
Business and Management, Finance and Capital Allocation, Government and Government Affairs, International Business and Affairs, Operations, Risk Management, Strategy, Technology, Cybersecurity and Science
|
||||||||
|
![]()
Current
role
Director
Current public company boards
•
HP
•
Celanese Corporation
•
Lennox International Inc.
•
Marathon Petroleum Corporation
Prior public
company boards
•
None
|
Kim K.W. Rucker
Independent
|
|||||||
|
|
|||||||
Age: 56
|
HP Board Committees: Audit, Nominating, Governance and Social Responsibility Committee (Chair)
|
|||||||
Director since: 2021
|
||||||||
|
|
|||||||
|
|
|||||||
Qualifications
:
Prior Business and Other Experience
•
Executive Vice President, General Counsel and Secretary, Andeavor, an integrated marketing, logistics and refining company, and General Counsel of Andeavor Logistics LP, a midstream energy infrastructure and logistics company (2016-2018)
•
Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary, Kraft Foods Group, Inc., a food and beverage company (2012–2015)
•
Senior Vice President, General Counsel and Chief Compliance Officer (2008–2012) and Corporate Secretary (2009–2012), Avon Products, Inc.
•
Senior Vice President, Corporate Secretary and Chief Governance Officer, Energy Future Holdings Corp. (formerly TXU Corp.) (2004–2008)
•
Former Partner in the Corporate & Securities group at Sidley Austin LLP, a law firm
Other key qualifications
Ms. Rucker is a seasoned business executive who brings to the Board decades of leadership and corporate governance, strategic transactions, and human capital experience. Through her roles at Andeavor, Kraft Foods Group, Avon Products and Energy Future Holdings and as a board member of several large public companies, she has substantial experience in a wide array of business matters, including those facing customer-driven and marketing companies. Moreover, her experience as a former chief legal executive and partner at an international law firm provides the Board with valuable insight on issues relating to complex mergers and acquisitions, regulatory matters, law, corporate governance, internal and external communications, government affairs and community involvement activities.
Skills
Business and Management, Customer Experience, Environmental and Social Responsibility, Finance and Capital Allocation, Government and Government Affairs, Human Capital Management, International Business and Affairs, Risk Management, Strategic Transactions; M&A, Strategy, Technology, Cybersecurity and Science
|
||||||||
|
22
|
![]() |
Corporate Governance and Board of Directors | |||||
![]()
Current role
Director
Current public company boards
•
HP
•
Singapore Exchange Limited
Prior public company boards
•
None
|
Subra Suresh
Independent
|
|||||||
Age: 66
|
HP Board Committees: Audit, Finance, Investment and Technology Committee | |||||||
Director since: 2015
|
||||||||
Qualifications:
Prior Business and Other Experience
•
President, Nanyang Technological University (January 2018–December 2022)
•
Senior Advisor, Temasek International Private Ltd. (September 2017–December 2021)
•
President, Carnegie Mellon University, a global research university (July 2013–June 2017)
•
Independent Director, Battelle Memorial Institute, Ohio, an international nonprofit that develops and commercializes technology and manages laboratories for government customers (2014–2017)
•
Director, National Science Foundation, a federal agency charged with advancing science and engineering research and education (October 2010–March 2013)
•
Dean and the Vannevar Bush Professor of Engineering, School of Engineering (2007–2010), and Professor (1993–2013), Massachusetts Institute of Technology
Other key qualifications
Dr. Suresh holds the distinction of having been elected to all three branches of the U.S. National Academies (Engineering, Sciences and Medicine) in recognition of his considerable scientific and technical accomplishments. Dr. Suresh’s experience as the president of two prominent research universities and his experience leading new entrepreneurship and innovation bring the Board valuable insights with respect to strategic opportunities and a deep understanding of the organizational, scientific, and technological requirements of ongoing innovation.
Skills
Business and Management, Disruptive Innovation, Environmental and Social Responsibility, Finance and Capital Allocation, Government and Government Affairs, Human Capital Management, International Business and Affairs, Risk Management, Strategy, Technology, Cybersecurity and Science
|
||||||||
2023 PROXY STATEMENT
|
23
|
Corporate Governance and Board of Directors | |||||
Evaluation Process and Assessment
The NGSR Committee, working with the independent Chairman, determines the process, scope and contents of the Board’s annual self-evaluation. As part of this process, tailored questionnaires for the Board and each Committee are reviewed and approved by the independent Chairman and the Chair of the NGSR Committee prior to the distribution to each of the directors.
Topics include:
•
Board and Committee roles, effectiveness, and topical focus
•
Board and Committee composition and size
•
Board oversight of strategic priorities and risk matters
•
Access to management, experts and internal and external resources
|
||
Review and Discussion
Following completion of the questionnaires, the Chair of the NGSR Committee and independent Chairman meet individually with each director to solicit individual feedback. The results of the Committee evaluations are shared with the Chairs of each Committee on an anonymized basis. The Chair of the NGSR Committee then provides the NGSR Committee and the Board with a summary of responses to the questionnaires. Separately, each Committee Chair additionally reviews the applicable Committee self-evaluation results with members of the relevant Committee.
|
||
Feedback Incorporated
Policies and practices are enhanced as a result of the self-evaluation results.
|
||
24
|
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Corporate Governance and Board of Directors | |||||
Name | Audit |
Finance, Investment
and Technology |
HR and
Compensation |
Nominating, Governance
and Social Responsibility |
||||||||||
Independent Directors | ||||||||||||||
Aida M. Alvarez |
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||||||||||||
Shumeet Banerji |
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||||||||||||
Robert R. Bennett
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![]() |
![]() |
||||||||||||
Charles “Chip” V. Bergh |
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![]() |
||||||||||||
Bruce Broussard |
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![]() |
||||||||||||
Stacy Brown-Philpot
![]() |
![]() |
![]() |
||||||||||||
Stephanie A. Burns |
![]() |
![]() |
||||||||||||
Mary Anne Citrino
![]() |
![]() |
![]() |
||||||||||||
Richard L. Clemmer
![]() |
![]() |
![]() |
||||||||||||
Judith “Jami” Miscik |
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![]() |
||||||||||||
Kim K.W. Rucker |
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![]() |
||||||||||||
Subra Suresh
![]() |
![]() |
![]() |
||||||||||||
Other Directors | ||||||||||||||
Enrique Lores |
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Member |
![]() |
Chair |
![]() |
Audit committee “financial expert” |
2023 PROXY STATEMENT
|
25
|
Corporate Governance and Board of Directors | |||||
![]()
Chair
:
Mary Anne Citrino
Other members
:
Robert R. Bennett
Stacy Brown-Philpot Richard L. Clemmer Judith “Jami” Miscik Kim K.W. Rucker Subra Suresh
Number of
meetings : 13
We have an Audit Committee established in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee represents and assists the Board in fulfilling its responsibilities for overseeing our financial reporting processes and the audit of our financial statements.
|
|||||
Audit Committee | |||||
Specific duties and responsibilities of the Audit Committee include, among other things:
Independent registered public accounting firm
•
overseeing the appointment, compensation, retention, and performance of the independent registered public accounting firm and discussing with the independent registered public accounting firm its relationships with HP and its independence; and
•
periodically considering whether there should be a regular rotation of the accounting firm in order to assure continuing independence.
Audit & non-audit services; financial statements; audit report
•
reviewing and approving the scope of the independent registered public accounting firm’s audit, audit-related services and related fees; and
•
overseeing and reviewing our financial reporting processes and the audit of our financial statements, including the effectiveness of our financial reporting processes and functions.
Disclosure controls; internal controls & procedures; legal compliance
•
overseeing and reviewing our disclosure controls and procedures, internal controls, internal audit function, and corporate policies with respect to financial information and earnings guidance;
•
overseeing and reviewing the adequacy and effectiveness of HP’s cybersecurity, information and technology security, and data protection programs, procedures, and policies; and
•
overseeing compliance with legal and regulatory requirements.
Risk oversight and assessment
•
overseeing and reviewing our significant strategic, enterprise and other risks (including significant risks or exposures relating to litigation and other proceedings and regulatory matters that may have a significant impact on our financial statements) and management’s establishment of effective governance, programs, and processes to identify, assess, and mitigate such risks;
•
reviewing key functional and business risk areas, including specific critical risks identified by our enterprise risk management program; and
•
reviewing other risks relating to the matters described above and management’s approach to addressing these risks.
|
26
|
![]() |
Corporate Governance and Board of Directors | |||||
![]()
Chair
:
Richard L. Clemmer
Other members
:
Robert R. Bennett
Stephanie A. Burns
Mary Anne Citrino
Subra Suresh
Number of
meetings
: 6
The FIT Committee provides oversight of the finance and investment functions of HP.
|
|||||
Finance, Investment and Technology Committee | |||||
The FIT Committee’s responsibilities and duties include, among other things:
Treasury matters
•
reviewing or overseeing significant treasury matters such as capital structure and capital allocation strategy, derivative policy, global liquidity, fixed income investments, borrowings and credit facilities, debt issuances and redemptions, currency exposure, dividend policy, share issuances and repurchases, employee benefit fund matters and plan performance, and capital spending.
M&A transactions & strategic alliances
•
overseeing and periodically reviewing with management, significant mergers, acquisitions, divestitures, joint ventures, strategic equity investments or other minority investments, strategic alliances, or similar transactions (“Strategic Transactions”); and
•
overseeing our integration planning and execution and the financial results of such transactions after integration.
Capital allocation
•
reviewing and overseeing capital investing decisions, capital structure, and the allocation of free cash flow; and
•
reviewing and overseeing the execution of HP’s strategic plans and capital allocation strategies.
Technology strategies & guidance
•
overseeing and periodically reviewing with management, the scope, direction, quality, incubation of, and investment levels in, our technology, and execution of our technology strategies; and
•
overseeing and periodically reviewing with management, technology management related to Strategic Transactions and other transactions, including HP’s or a third-party’s technology or intellectual property as it may pertain to, among other things, Strategic Transactions, market entry and exit, new business divisions and spin-offs, R&D investments, and key competitor and partnership strategies.
Risk oversight and assessment
•
overseeing the execution of derivatives and financial risk hedging strategy;
•
assessing risk and return of financial investments and managing risk levels in the deployment of capital;
•
reviewing acquisition and integration risks associated with M&A transactions and strategic alliances; and
•
reviewing other risks relating to the matters described above and management’s approach to addressing these risks.
|
2023 PROXY STATEMENT
|
27
|
Corporate Governance and Board of Directors | |||||
![]()
Chair
:
Kim K.W. Rucker
Other members
:
Aida M. Alvarez
Shumeet Banerji
Charles “Chip” V. Bergh
Bruce Broussard
Stacy Brown-Philpot
Judith “Jami” Miscik
Number of meetings
:
5
The NGSR Committee oversees and represents and assists the Board (and management, as applicable) in fulfilling its responsibilities relating to our corporate governance, Director nominations and elections, HP’s policies and programs relating to global citizenship and other legal, regulatory and compliance matters relating to current and emerging political, environmental, global citizenship and public policy trends.
|
|||||
Nominating, Governance and Social Responsibility Committee | |||||
Specific duties and responsibilities of the NGSR Committee include, among other things:
Board matters
•
establishing criteria for Board membership, identifying individuals qualified to serve as directors, and recommending to the Board candidates to be elected or nominated for election as directors, as well as director succession planning;
•
overseeing and reviewing the size, composition, operation, and calendar of the Board and recommending assignments of Directors to Board committees and chairs of Board committees; and
•
periodically reviewing the Board’s leadership structure, recommending changes to the Board as appropriate.
HP governing documents & corporate governance guidelines & other policies
•
overseeing and reviewing our governance practices, including our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines and related policies, governance structures, and director-led engagements with HP’s stakeholders concerning such matters.
ESG matters
•
overseeing significant strategies, policies, positions, and goals relating to global citizenship, sustainability, climate change, human rights, and digital equity, as well as the impact of HP’s operations on employees, customers, suppliers, partners, and communities worldwide;
•
reviewing HP’s annual “Sustainable Impact Report,” which addresses HP’s supply chain and environment and sustainability performance; and
•
overseeing the policies and programs relating to, and the way HP conducts, its government relations activities.
Risk oversight and assessment
•
identifying, evaluating, and monitoring social, political, and environmental trends, issues, concerns, and risks;
•
monitoring legislative proposals and regulatory developments that could significantly affect the public affairs of HP; and
•
reviewing other risks relating to the matters described above and management’s approach to addressing these risks.
|
28
|
![]() |
Corporate Governance and Board of Directors | |||||
![]()
Chair
:
Stephanie A. Burns
Other members
:
Aida M. Alvarez
Shumeet Banerji
Charles “Chip” V. Bergh
Bruce Broussard
Number of meetings
: 8
The HR and Compensation (“HRC”) Committee discharges the Board’s responsibilities related to the compensation of our executives and Directors and provides general oversight of our compensation structure, including our equity compensation plans and benefits programs.
|
|||||
HR and Compensation Committee | |||||
Specific duties and responsibilities of the HRC Committee include, among other things:
Executive compensation philosophy, peer group, design, & performance reviews
•
reviewing the overall compensation philosophy and strategy with respect to HP’s executive officers and reviewing and approving short-term and long-term incentive plan design, structure and goals;
•
conducting annual performance evaluation of the CEO and recommending all elements of the CEO’s compensation to the independent members of the Board for their review and approval; and
•
reviewing and approving goals and objectives relevant to other executive officer compensation, evaluating performance based on evaluations undertaken by the CEO and reviewed by the HRC Committee and determining their compensation in accordance with those goals and objectives.
Other compensation & employee benefit plans
•
overseeing and monitoring the effectiveness of non-equity-based benefit plan offerings, including but not limited to non-qualified deferred compensation, fringe benefits, and perquisites and approving any material new employee benefit plan or change to an existing plan.
Director compensation
•
overseeing compensation policies and practices for service on the Board and its committees and recommending to the Board any changes to director compensation.
Executive succession planning & leadership development
•
reviewing senior management selection, recommending the appointment of corporate officers to the Board for approval, overseeing succession planning and leadership development, including guiding the CEO succession planning process in partnership with the Chairman and full Board.
People processes and culture, including diversity, equity and inclusion
•
reviewing employee engagement and cultural initiatives including key training and development programs, Diversity, Equity and Inclusion (DEI) programs and results of the annual employee engagement survey; and
•
monitoring the key health metrics to evaluate the workforce including workforce diversity, equity and inclusion, pay equity, attrition and retention, talent and learning, employee engagement, key hires, and restructuring.
Risk oversight and assessment
•
assessing whether HP’s overall human resources and compensation structures, policies, programs, and practices establish appropriate incentives and leadership development opportunities for management and other employees, and confirming they do not encourage improper risk taking.
|
|||||
2023 PROXY STATEMENT
|
29
|
Corporate Governance and Board of Directors | |||||
•
Independent Board Chairman
•
Supermajority of independent directors
•
Reasonable average director tenure
•
Annual election of directors
•
Majority vote for directors in uncontested elections
•
Committee memberships limited to independent directors
•
Executive sessions of non-employee directors
|
•
Annual Board and Committee self-evaluations
•
Strong director and officer stock ownership guidelines
•
Director-shareholder engagement program
•
One share, one vote
•
Stockholder right to call a special meeting (15% threshold)
•
Stockholder right to proxy access (3% threshold for 3 years)
•
No poison pill
|
||||
![]() |
|||||
The independent Chairman has the following responsibilities:
•
oversees the planning of the annual Board calendar;
•
in consultation with the CEO and the other Directors, schedules, approves and sets the agenda for meetings of the Board and chairs and leads the discussion at such meetings;
•
chairs HP’s annual meeting of stockholders;
•
is available in appropriate circumstances to speak on behalf of the Board and for consultation and direct communication with stockholders;
•
provides guidance and oversight to management;
•
helps with the formulation and implementation of HP’s strategic plan;
•
serves as the Board liaison to management;
•
has the authority to call meetings of the independent Directors and schedules, sets the agenda for, and presides at executive sessions of the independent Directors;
•
approves information sent to the Board;
•
reviews/is consulted in preparing agendas for committee meetings;
•
works with the HRC Committee to coordinate the annual performance evaluation of the CEO;
•
works with the NGSR Committee to oversee the Board and committee evaluations and recommends changes to improve the Board, the committees, and individual Director effectiveness; and
•
performs such other functions and responsibilities as set forth in the Corporate Governance Guidelines or as requested by the Board from time to time.
|
|||||
Charles “Chip” V. Bergh
Independent Chairman
|
30
|
![]() |
Corporate Governance and Board of Directors | |||||
2023 PROXY STATEMENT
|
31
|
Corporate Governance and Board of Directors | |||||
32
|
![]() |
Corporate Governance and Board of Directors | |||||
Chairman | Committee Chairs | ||||||||||||||||
![]() |
![]() |
![]() |
![]() |
![]() |
|||||||||||||
Charles “Chip” V. Bergh |
Mary Anne Citrino
Audit |
Richard L. Clemmer Finance, Investment and Technology
|
Stephanie A. Burns HR and Compensation
|
Kim K.W. Rucker Nominating, Governance and Social Responsibility | |||||||||||||
Other members:
Aida M. Alvarez
Shumeet Banerji
Robert R. Bennett
Bruce Broussard
Stacy Brown-Philpot
Stephanie A. Burns
Mary Anne Citrino
Richard L. Clemmer
Enrique Lores
Judith “Jami” Miscik
Kim K.W. Rucker
Subra Suresh
Six meetings in
fiscal 2022
|
2022 areas of focus
|
|
|||||||||||||||
•
Corporate strategy, including mergers and acquisitions
•
Enterprise risk management
•
Supply chain resiliency
•
Diversity, equity and inclusion
•
Sustainable Impact and ESG goals and performance
•
Value Plan allocation, restructuring and long-term plan
•
Cybersecurity
|
•
Talent review, succession planning and human capital management
•
Board refreshment
•
Core and growth businesses
•
Macroeconomic, geopolitical and regulatory landscape
|
2023 PROXY STATEMENT
|
33
|
Corporate Governance and Board of Directors | |||||
Board
•
Stays informed of risk profile and provides overall oversight and governance
•
Considers risk in connection with strategic planning and other matters
|
|||||||||||
Audit
•
Financial reporting and processes
•
Selection and performance of independent auditor
•
Audit and non-audit services
•
Internal and disclosure controls and procedures
•
Internal audit staffing and performance
•
Cybersecurity, information and technology security, and data protection
•
Risk assessment and management
|
Finance, Investment and Technology
•
Treasury policy and operations
•
Liquidity
•
Capital allocation, investment, and shareholder return
•
Mergers and acquisitions
•
Growth and technology strategies
•
Risk assessment and management
|
HR and Compensation
•
HR policy
•
Executive and director compensation
•
CEO and executive succession planning
•
Talent and leadership development
•
Diversity, equity and inclusion
•
Risk assessment and management
|
Nominating, Governance and Social Responsibility
•
Governance policies and practices
•
Board composition and tenure
•
Director recruiting
•
Public policy and government relations
•
Sustainability impact and social responsibility
•
Risk assessment and management
|
||||||||
HP Management
HP Management advises the Board and its Committees of key risks and the status of ongoing efforts to address these risks
|
|||||||||||
Spotlight on Board Oversight of ESG
The Board and its committees actively oversee HP’s Sustainable Impact strategy and related risks. Below we have included an update on our Board’s involvement in our Environmental, Social and Governance (“ESG”) efforts.
In many cases, committees will be the first level of oversight, although certain matters may be handled by the Board directly, or following initial review by a committee. The Board has ultimate oversight of ESG and Sustainable Impact strategy, risks and opportunities.
|
|||||||||||||||||
![]() |
Climate Action
The NGSR Committee oversees HP’s progress on ESG policies and programs as well as risk and opportunities (shared with Audit Committee), especially for climate and environment. The Board receives regular updates on our progress toward our sustainable impact targets.
|
![]() |
Human Rights
The NGSR Committee is responsible for oversight of human rights as well as the impact of HP’s operations on employees, customers, suppliers, partners and communities worldwide. The HRC Committee monitors policies and programs with respect to human capital management, workforce diversity, equity, and inclusion, equal employment opportunity, pay equity.
|
![]() |
Digital Equity
The Board and Committees provide input on broad-based strategies to accelerate digital equity and for corporate giving, including financial funding and employee engagement.
|
||||||||||||
34
|
![]() |
Corporate Governance and Board of Directors | |||||
Climate Action
Addressing Our Footprint
With a focus on carbon emissions, circularity, and forests, HP is taking a holistic approach to addressing climate change.
We are working to reduce climate impacts across our entire value chain, which includes our supply chain, our own operations, and customer use of our products and services. For example, with respect to carbon emissions, our goal is to achieve net zero greenhouse gas (GHG) emissions by 2040, with an interim goal to reduce our absolute value chain emissions 50 percent, compared to 2019 levels, by 2030. This target is in line with the latest climate science and the 1.5°C reduction pathways called for by the Paris Agreement.
|
![]() |
Human Rights
Driving Impact Through Our Supply Chain
We work to improve labor conditions within supplier factories, tackle industry-wide challenges such as forced labor and conflict minerals, and build essential worker and management skills and capabilities.
We engage with suppliers in a wide range of ways to promote responsibility, including social and environmental assessments and on-site audits.
We are aiming to reach one million workers by 2030 through worker empowerment programs that will go above and beyond the typical risk management approach to seek positive changes through training and personal development.
In addition, for information about diversity, equity and inclusion at HP, please refer to “Our Approach to Human Capital Management.”
|
![]() |
Digital Equity
Accelerating Digital Equity
The digital divide is the economic, educational and social inequalities that exist between those that have access to the hardware, connectivity, quality and relevant content, and digital literacy—and those who do not. Digital equity is the path for everyone, everywhere to have equal access to education, healthcare and economic opportunity. We believe digital equity will be achieved when every person has equitable and inclusive access to skills and knowledge, services and opportunities in the digital economy.
Our goal is to accelerate digital equity for 150 million people by 2030 through one or more of these key elements: hardware (e.g., laptop or printer), connectivity (e.g., access to the Internet), quality, relevant content (e.g., learning materials), and digital literacy (e.g., skills to use the technology). Our work contributes to the UN Sustainable Development Goals and focuses on four communities that are most likely to experience the digital divide: women and girls, people with disabilities (including aging populations), historically excluded and marginalized communities, and educators and practitioners.
|
![]() |
2023 PROXY STATEMENT
|
35
|
Corporate Governance and Board of Directors | |||||
Diversity, Equity and Inclusion (DEI)
Innovation at HP comes from the diverse perspectives, backgrounds, knowledge, and unique experiences of our employees. We strive to create an inclusive workplace where people bring their authentic selves to work and can reach their full potential.
Our commitment to DEI starts at the top with a highly knowledgeable, skilled and diverse board of directors. We are among the top technology companies for women in executive positions. Women represent 33.3% of HP’s full-time executive positions globally. We are committed to improving representation of women at HP overall, with an intentional focus on leadership and technical roles globally.
In fiscal year 2022, 46.4% of our U.S. hires were ethnically diverse. We continue to work on removing barriers for underrepresented employees by creating equitable programs, training and development opportunities to grow and promote our employees.
To ensure senior executive leadership embeds a strong focus on DEI, the CEO and his direct reports have individual performance goals tied to DEI under the Management by Objectives (“MBOs”) program. The Board has ongoing oversight of this program, which impacts executive compensation.
HP is committed to embracing a culture that not only denounces racism but is actively anti-racist, and to using HP’s platform, technology, and resources as a force for positive change.
|
![]() ![]() |
36
|
![]() |
Corporate Governance and Board of Directors | |||||
2023 PROXY STATEMENT
|
37
|
Corporate Governance and Board of Directors | |||||
38
|
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Corporate Governance and Board of Directors | |||||
Engagement
|
||||||||
Our annual director stockholder outreach program
In fiscal 2023, prior to the filing of the proxy statement, we conducted our annual outreach regarding our governance profile.
|
Other ways we engage
•
Quarterly earnings calls
•
Industry presentations and conference
•
Company-hosted events and presentations
•
Securities analyst meeting
|
|||||||
Who participated
•
Chairman of the Board
•
Chair of the HRC Committee
•
Other members of the Board
•
Senior Management
•
Investor Relations
•
Subject Matter Experts
|
How we engage
•
One-on-one and group meetings
in-person and virtually
•
Written and electronic communications
|
|||||||
Who we engaged
Fiscal 2022 - Annual Outreach
~50%
of our outstanding stock during
fiscal 2022, as well as with proxy advisor firms.
Fiscal 2023 - Governance
Profile Outreach
~30%
of our outstanding stock.
|
Topics discussed
|
|||||||||||||
![]() |
Strategy and Business Performance | Our strategic focus on driving long-term value creation, disruptive innovation, as well as a purpose-driven culture and our multi-year plan to advance, disrupt and transform | ||||||||||||
![]() |
Governance Practices |
Board composition, diversity and oversight and governance practices
|
||||||||||||
![]() |
Executive Compensation | Structure of executive compensation programs and focus on diversity, inclusion, talent development and culture | ||||||||||||
![]() |
ESG & Sustainable Impact | Sustainable Impact strategy, human capital management, pay equity and diversity and inclusion | ||||||||||||
2023 PROXY STATEMENT
|
39
|
Corporate Governance and Board of Directors | |||||
40
|
![]() |
Corporate Governance and Board of Directors | |||||
For the 2022 Board year, which began March 1, 2022 (and therefore approximates the period between annual stockholder meetings when non-employee Directors stand for election), each non-employee Director was initially entitled to receive an annual cash retainer of $105,000.
Each non-employee Director also received an annual equity retainer of $220,000 for service during the 2022 Board year, with grants occurring the date of the annual stockholder meeting. Equity grants to non-employee Directors are intended to strengthen alignment with stockholder interests and to reinforce a long-term ownership view of the Company and its value. Retention is not the focus of equity grants for non-employee Directors, which is why such equity grants are not subject to service-related vesting.
The Chairman of the Board receives an additional $200,000 annual cash retainer in recognition of the greater duties that the position requires.
In addition to the regular annual cash and equity retainers, and the Chairman retainer described above, the non-employee Directors who served as chairs of standing committees during fiscal 2022 received additional cash retainers for such service.
* Each non-employee Director also receives $2,000 for each Board meeting attended in excess of ten meetings per Board year, and $2,000 for each committee meeting attended in excess of a total of ten meetings of each committee per Board year.
|
Annual director compensation
|
|||||||||||||
![]() |
||||||||||||||
Additional cash compensation*
|
||||||||||||||
Chairman of the Board | $200,000 | |||||||||||||
Committee Chair Fees | ||||||||||||||
Audit Committee
|
$35,000 | |||||||||||||
HRC
|
$25,000 | |||||||||||||
NGSR
|
$20,000 | |||||||||||||
Other Board standing committees
|
$20,000 | |||||||||||||
2023 PROXY STATEMENT
|
41
|
Corporate Governance and Board of Directors | |||||
Name |
Fees Earned
or Paid in
Cash
(1)
($)
|
Stock
Awards
(2)
($)
|
All Other
Compensation
($)
|
Total Compensation
($)
|
||||||||||
Aida Alvarez | 105,000 | 220,030 | — | 325,030 | ||||||||||
Shumeet Banerji | 20,000 | 325,035 | — | 345,035 | ||||||||||
Robert R. Bennett | 125,000 | 220,030 | — | 345,030 | ||||||||||
Charles “Chip” V. Bergh | 200,000 | 325,035 | — | 525,035 | ||||||||||
Bruce Broussard | 105,000 | 220,030 | — | 325,030 | ||||||||||
Stacy Brown-Philpot | 111,000 | 220,030 | — | 331,030 | ||||||||||
Stephanie A. Burns | 130,000 | 220,030 | — | 350,030 | ||||||||||
Mary Anne Citrino | 75,904 | 325,035 | — | 400,939 | ||||||||||
Richard L. Clemmer | — | 325,035 | — | 325,035 | ||||||||||
Judith “Jami” Miscik | 111,000 | 220,030 | — | 331,030 | ||||||||||
Kim K.W. Rucker
(3)
|
100,301 | 283,324 | — | 383,625 | ||||||||||
Subra Suresh | 111,000 | 220,030 | — | 331,030 | ||||||||||
Enrique Lores
(4)
|
— | — | — | — |
Name |
Annual
Retainers
(a)
($)
|
Committee Chair
and Chairman
Fees
(b)
($)
|
Additional
Meeting Fees
($)
|
Total
($)
|
||||||||||
Aida Alvarez | 105,000 | — | — | 105,000 | ||||||||||
Shumeet Banerji | — | 20,000 | — | 20,000 | ||||||||||
Robert R. Bennett | 105,000 | 20,000 | — | 125,000 | ||||||||||
Charles “Chip” V. Bergh | — | 200,000 | — | 200,000 | ||||||||||
Bruce Broussard | 105,000 | — | — | 105,000 | ||||||||||
Stacy Brown-Philpot | 105,000 | — | 6,000 | 111,000 | ||||||||||
Stephanie A. Burns | 105,000 | 25,000 | - | 130,000 | ||||||||||
Mary Anne Citrino | 34,904 | 35,000 | 6,000 | 75,904 | ||||||||||
Richard L. Clemmer | — | — | — | — | ||||||||||
Judith “Jami” Miscik | 105,000 | — | 6,000 | 111,000 | ||||||||||
Kim K.W. Rucker
(c)
|
100,301 | — | — | 100,301 | ||||||||||
Subra Suresh | 105,000 | — | 6,000 | 111,000 | ||||||||||
Enrique Lores | — | — | — | — |
42
|
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Corporate Governance and Board of Directors | |||||
Name |
Stock Awards
Granted During
Fiscal 2022
(#)
|
Grant Date
Fair Value of Stock
Awards
Granted During
Fiscal 2022
(a)
($)
|
Stock Awards
Outstanding
at Fiscal
Year End
(b)
(#)
|
Option Awards
Outstanding at Fiscal Year End (#) |
||||||||||
Aida Alvarez
|
5,687 | 220,030 | 28,027 | — | ||||||||||
Shumeet Banerji | 8,401 | 325,035 | — | — | ||||||||||
Robert R. Bennett | 5,687 | 220,030 | 40,245 | — | ||||||||||
Charles “Chip” V. Bergh | 8,401 | 325,035 | 68,349 | 146,148 | ||||||||||
Bruce Broussard
|
5,687 | 220,030 | — | — | ||||||||||
Stacy Brown-Philpot
|
5,687 | 220,030 | 84,735 | — | ||||||||||
Stephanie A. Burns
|
5,687 | 220,030 | 51,284 | — | ||||||||||
Mary Anne Citrino
|
8,401 | 325,035 | 67,653 | 159,671 | ||||||||||
Richard L. Clemmer
|
8,401 | 325,035 | 34,401 | — | ||||||||||
Judith “Jami” Miscik
|
5,687 | 220,030 | — | — | ||||||||||
Kim K.W. Rucker
(c)
|
7,715 | 283,324 | 7,876 | — | ||||||||||
Subra Suresh
|
5,687 | 220,030 | 21,007 | — |
2023 PROXY STATEMENT
|
43
|
Board proposal no. 2
|
|||||||||||
Ratification of independent registered public accounting firm
|
|||||||||||
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Our Board recommends a vote for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2023 fiscal year.
|
44
|
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Audit Matters | |||||
2022 | 2021 | |||||||||||||
In Millions | ||||||||||||||
Audit Fees
(1)
|
$ | 16.9 | $ | 16.7 | ||||||||||
Audit-Related Fees
(2)
|
$ | 4.6 | $ | 2.9 | ||||||||||
Tax Fees
(3)
|
$ | 3.8 | $ | 0.7 | ||||||||||
All Other Fees
(4)
|
$ | 0.4 | $ | 0.1 | ||||||||||
Total | $ | 25.7 | $ | 20.3 |
2023 PROXY STATEMENT
|
45
|
Board proposal no. 3
|
|||||||||||
Advisory vote to approve named executive officer compensation
|
|||||||||||
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Our Board recommends a vote for the approval of the compensation of our NEOs, as described in the following compensation discussion and analysis, compensation tables and narrative discussion accompanying such compensation tables, and the other related disclosures in this proxy statement.
|
||||||||||
46
|
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Executive Compensation | |||||
![]() |
![]() |
![]() |
![]() |
![]() |
||||||||||
Enrique J. Lores
President and CEO |
Marie Myers
Chief Financial Officer |
Julie Jacobs
Chief Legal Officer & General Counsel |
Alex Cho
President, Personal Systems |
Tuan Tran
President, Imaging Printing & Solutions |
2023 PROXY STATEMENT
|
47
|
Executive Compensation | |||||
48
|
![]() |
Executive Compensation | |||||
Pay Component
|
Role |
Determination Factors
|
||||||
Base Salary
![]() |
•
Provides a fixed portion of annual cash income
|
•
Value of role in competitive marketplace
•
Value of role to the Company
•
Skills, experience and performance of individual compared to the market as well as others in the Company
|
||||||
Annual Incentive
![]()
Payments to executives for annual incentive purposes are made under the Stock Incentive Plan
|
•
Provides a variable and performance-based portion of annual cash income
•
Focuses executives on annual objectives that support the long-term strategy and creation of value
|
•
Target awards based on competitive marketplace, level of position, skills and performance of executive
•
75% of actual awards based on achievement against annual corporate and business unit financial metrics and individual goals as set and approved by the HRC Committee. Financial metrics are:
•
GAAP net revenue
•
Adjusted non-GAAP operating profit
•
Non-GAAP free cash flow
•
25% of actual awards based on achievement against individualized MBOs relating to Innovation/ Growth, Digital Transformation, People and Sustainable Impact
|
||||||
Long-term Incentive
•
PARSUs
•
PCSOs
•
RSUs
![]() |
•
Supports long-term sustained performance and growth-oriented strategy
•
Aligns interests of executives and stockholders, reflecting the time-horizon and risk to investors
•
Focuses executives on critical long-term performance goals
•
Encourages equity ownership and stockholder alignment
•
Retains key employees
|
•
Target awards based on competitive marketplace, level of position, skills and performance of the executive
•
Actual earned values based on performance against corporate EPS goals, relative TSR performance and stock price performance
|
||||||
All Others
•
Benefits
•
Limited perquisites
•
Severance protection
|
•
Supports the health and security of our executives and their ability to save on a tax-deferred basis
•
Enhances executive productivity
|
•
Competitive market practices for similar roles
•
Level of executive
•
Standards of best-in-class compensation governance
|
CEO | Other NEOs* | |||||||
![]() |
![]() |
2023 PROXY STATEMENT
|
49
|
Executive Compensation | |||||
![]() |
Pay-for-Performance |
![]() |
Compensation Governance | |||||||||||
![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() |
![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() |
|||||||||||||
50
|
![]() |
Executive Compensation | |||||
2023 PROXY STATEMENT
|
51
|
Executive Compensation | |||||
Fiscal 2022 Group
|
|||||
![]() |
|||||
Company | |||||
Dell Technologies Inc. | |||||
PepsiCo, Inc. | |||||
Intel Corporation | |||||
General Electric Company | |||||
HP Inc. | |||||
IBM Corporation | |||||
Cisco Systems, Inc. | |||||
NIKE, Inc. | |||||
QUALCOMM Incorporated | |||||
Oracle Corporation | |||||
Honeywell International Inc. | |||||
Broadcom Inc. | |||||
Micron Technology, Inc. | |||||
Hewlett Packard Enterprise Company | |||||
Western Digital Corporation | |||||
Texas Instruments Incorporated | |||||
Seagate Technology Holdings plc | |||||
52
|
![]() |
Executive Compensation | |||||
Executive |
Fiscal Year-end
2021 Base Salary |
Fiscal Year-end
2022 Base Salary |
Percentage
Change |
||||||||||||||
Enrique Lores | $ | 1,200,000 | $ | 1,250,000 | 4 | % | |||||||||||
Marie Myers | $ | 700,000 | $ | 780,000 | 11 | % | |||||||||||
Julie Jacobs* | N/A | $ | 700,000 | N/A | |||||||||||||
Alex Cho | $ | 740,000 | $ | 780,000 | 5 | % | |||||||||||
Tuan Tran | $ | 715,000 | $ | 780,000 | 9 | % | |||||||||||
Christoph Schell** | $ | 760,000 | $ | 800,000 | 5 | % |
2023 PROXY STATEMENT
|
53
|
Executive Compensation | |||||
Corporate Goals | |||||||||||||||||
Key Design Elements |
GAAP Net
Revenue ($ in billions) |
Adjusted
Non-GAAP Operating Profit ($ in billions) |
Non-GAAP Free Cash Flow (1) ($ in billions) |
MBOs |
% Payout
Metric (2) (%) |
||||||||||||
Weight | 25 | % | 25 | % | 25 | % | 25 | % | |||||||||
Linkage | Corporate | Corporate | Corporate | Individual | |||||||||||||
Corporate Performance Goals | |||||||||||||||||
Maximum | — | — | — | Various | 250 | ||||||||||||
Target | $67.4 | $6.3 | $4.5 | Various | 100 | ||||||||||||
Threshold | — | — | — | Various | 0 |
54
|
![]() |
Executive Compensation | |||||
Financial
Performance Metrics |
Definition
(1)
|
Rationale for Metric | ||||||
GAAP Net Revenue
|
Net revenue as reported in our Annual Report on Form 10-K for fiscal 2022
|
Reflects top line financial performance, which is a strong indicator of our long-term ability to drive stockholder value
|
||||||
Adjusted Non-GAAP
Operating Profit (2) |
Non-GAAP operating profit, as defined and reported in our fourth quarter fiscal 2022 earnings press release (of $5.5 billion in fiscal 2022) and summarized in footnote (1) below, further adjusted by excluding bonus
|
Reflects operational financial performance, which is directly tied to stockholder value on a short-term basis. Provides stronger alignment with our long-term strategic and financial plans
|
||||||
Non-GAAP Free Cash Flow
(3)
|
Net cash provided by operating activities adjusted for net investments in leases and net investments in property, plant and equipment, as reported in our fourth quarter fiscal 2022 earnings press release and summarized in footnote (2) below
|
Reflects cash management practices, including working capital and capital expenditures, enabling the company to pursue opportunities that contribute to long-term shareholder value.
|
Metric
(1)
|
Weight
(2)
|
Target
($ in billions) |
Result
(3)
($ in billions) |
Percentage of Target
Annual Incentive Funded |
||||||||||||||||
GAAP Net Revenue
|
25.0 | % | $ | 67.4 | $ | 63.7 | 11.1% | |||||||||||||
Adjusted Non-GAAP Operating Profit | 25.0 | % | $ | 6.3 | $ | 5.8 | 14.4% | |||||||||||||
Non-GAAP Free Cash Flow
|
25.0 | % | $ | 4.5 | $ | 4.0 | 4.8% | |||||||||||||
Total | 75.0 | % | 30.3% |
2023 PROXY STATEMENT
|
55
|
Executive Compensation | |||||
Named Executive Officer |
Target
MBO (%) |
MBO
Funded (%) |
||||||
Enrique J. Lores | 25.0 | 27.5 | ||||||
Marie Myers | 25.0 | 27.5 | ||||||
Julie Jacobs | 25.0 | 25.0 | ||||||
Alex Cho | 25.0 | 25.0 | ||||||
Tuan Tran | 25.0 | 27.5 | ||||||
Christoph Schell* | 25.0 | N/A |
Percentage of Target
Annual Incentive Funded |
Total Annual
Incentive Payout |
|||||||||||||
Named Executive Officer
(1)
|
Financial
Metrics (%) |
Non-Financial
Metrics / MBOs (%) |
As % of Target
Annual Incentive (%) |
Payout
($) |
||||||||||
Enrique J. Lores | 30.3 | 27.5 | 57.8 | 1,445,564 | ||||||||||
Marie Myers | 30.3 | 27.5 | 57.8 | 608,871 | ||||||||||
Julie Jacobs | 30.3 | 25.0 | 55.3 | 32,271 | ||||||||||
Alex Cho | 30.3 | 25.0 | 55.3 | 582,546 | ||||||||||
Tuan Tran | 30.3 | 27.5 | 57.8 | 608,871 |
56
|
![]() |
Executive Compensation | |||||
PARSU Measures |
•
Adjusted Non-GAAP EPS
(1)
– 100% of the units
•
Relative TSR vs. S&P 500 – “Payout Modifier”
|
||||||||||
PARSU Measurement Periods |
•
Earnout and vesting at the end of 3 years, subject to continued service
•
EPS based on three 1-year goals, set at the beginning of each year
(2)
•
TSR measured over the full 3-years from FY22-24
|
||||||||||
PARSU Goal Scoring
|
•
EPS funds payout from zero to 300% of target units according to threshold-target-maximum
(3)
|
||||||||||
•
Max
•
Above target
•
Target
•
Threshold
•
Below Threshold
|
300%
200%
100%
50%
0%
|
||||||||||
•
TSR adds 50% if in the top quartile and subtracts 50% if in the bottom quartile (no adjustment from 25
th
percentile to 75
th
percentile).
|
|||||||||||
•
Relative 3-year TSR > S&P 500 75
th
percentile
|
+50%
|
||||||||||
•
Relative 3-year TSR is equal to or between S&P 500 25
th
and 75
th
percentile
|
No change
|
||||||||||
•
Relative 3-year TSR < S&P 500 25
th
percentile
|
-50%
|
||||||||||
•
Subject to overall 300% of target shares max
|
|||||||||||
Metric
PARSU EPS
(1)
– 100%
|
Results | ||||||||||||||||||||||
Fiscal 2022
EPS Target: $4.38
|
Fiscal 2023 EPS
|
Fiscal 2024 EPS
|
Average EPS
Performance
|
3-year
TSR Payout Modifier
|
Total Payout | ||||||||||||||||||
Fiscal 2022 PARSUs | 0% | — | — | TBD | TBD | TBD | |||||||||||||||||
![]() |
2023 PROXY STATEMENT
|
57
|
Executive Compensation | |||||
Stock Price Hurdle
(Grant Price: $37.29)
|
Time to
Achieve Hurdle
|
Service
Condition
|
Status as of 10/31/22 | |||||||||||
First Tranche | 110% of grant price ($41.02) | 2 years | 1 year | Stock price hurdle has not been met | ||||||||||
Second Tranche | 120% of grant price ($44.75) | 4 years | 2 years | Stock price hurdle has not been met | ||||||||||
Third Tranche | 130% of grant price ($48.48) | 5 years | 3 years | Stock price hurdle has not been met |
Named Executive Officer | PARSUs | PCSOs | RSUs |
Total Fiscal 2022
Long-term
Incentive Grant
|
||||||||||||||||||||||
Enrique J. Lores | $ | 5,250,000 | $ | 5,250,000 | $ | 4,500,000 | $ | 15,000,000 | ||||||||||||||||||
Marie Myers | $ | 1,710,000 | $ | 1,710,000 | $ | 2,280,000 | $ | 5,700,000 | ||||||||||||||||||
Julie Jacobs* | $ | — | $ | — | $ | 9,000,000 | $ | 9,000,000 | ||||||||||||||||||
Alex Cho | $ | 1,725,000 | $ | 1,725,000 | $ | 2,300,000 | $ | 5,750,000 | ||||||||||||||||||
Tuan Tran | $ | 1,725,000 | $ | 1,725,000 | $ | 2,300,000 | $ | 5,750,000 | ||||||||||||||||||
Christoph Schell** | $ | 2,040,000 | $ | 2,040,000 | $ | 2,720,000 | $ | 6,800,000 |
58
|
![]() |
Executive Compensation | |||||
Metric
PARSU EPS
(1)
– 100%
|
Results | ||||||||||||||||||||||
Fiscal 2021
EPS
Target: $2.74
|
Fiscal 2022
EPS
Target: $4.38
|
Fiscal 2023
EPS
|
Average
EPS Performance
|
3-year
TSR Payout Modifier
|
Total Payout | ||||||||||||||||||
Fiscal 2021 PARSUs | 300% | 0% | — | TBD | TBD | TBD | |||||||||||||||||
![]() |
Metric PARSU
EPS
(1)
– 100%
|
Results | ||||||||||||||||||||||
Fiscal 2020 EPS
Target: $2.32
|
Fiscal 2021 EPS
Target: $2.74
|
Fiscal 2022 EPS
Target: $4.38
|
Average EPS
Performance
|
3-year TSR Payout
Modifier
|
Total Payout | ||||||||||||||||||
Fiscal 2020 PARSUs | 104.2% | 200.0% | 0% | 101.4% | +25% | 126.4% | |||||||||||||||||
![]() |
2023 PROXY STATEMENT
|
59
|
Executive Compensation | |||||
60
|
![]() |
Executive Compensation | |||||
2023 PROXY STATEMENT
|
61
|
Executive Compensation | |||||
62
|
![]() |
Executive Compensation | |||||
2023 PROXY STATEMENT
|
63
|
Executive Compensation | |||||
Name and Principal
Position |
Year |
Salary
(3)
($) |
Bonus
(4)
($) |
Stock
Awards (5) ($) |
Option
Awards (6) ($) |
Non-Equity
Incentive Plan Compensation (7) ($) |
Change in Pension
Value and Nonqualified Deferred Compensation Earnings (8) ($) |
All Other
Compensation (9) ($) |
Total
($) |
||||||||||||||||||||
Enrique J. Lores
President and CEO
|
2022 | 1,250,000 | — | 12,844,359 | 5,341,057 | 1,445,564 | — | 198,946 | 21,079,926 | ||||||||||||||||||||
2021 | 1,200,000 | — | 10,558,022 | 4,107,368 | 4,440,000 | — | 428,416 | 20,733,806 | |||||||||||||||||||||
2020 | 1,100,000 | — | 7,976,875 | — | 3,261,085 | — | 219,555 | 12,557,515 | |||||||||||||||||||||
Marie Myers
Chief Financial Officer
|
2022 | 780,000 | — | 3,670,097 | 1,739,653 | 608,871 | — | 90,256 | 6,888,877 | ||||||||||||||||||||
2021 | 664,445 | 250,000 | 3,185,034 | 1,216,998 | 1,794,000 | — | 111,091 | 7,221,568 | |||||||||||||||||||||
2020 | 329,313 | — | 1,749,997 | — | 605,084 | — | 4,302 | 2,688,696 | |||||||||||||||||||||
Julie Jacobs
(1)
Chief Legal Officer &
General Counsel |
2022 | 58,333 |
—
|
9,000,011 | — | 32,271 | — | — | 9,090,615 | ||||||||||||||||||||
Alex Cho
President, Personal
Systems |
2022 | 780,000 | — | 5,610,175 | 1,754,919 | 582,546 | — | 42,670 | 8,770,310 | ||||||||||||||||||||
2021 | 740,000 | — | 4,552,967 | 1,673,373 | 1,998,002 | 15 | 43,426 | 9,007,783 | |||||||||||||||||||||
2020 | 703,000 | — | 3,571,232 | — | 1,328,883 | 49,881 | 23,563 | 5,676,559 | |||||||||||||||||||||
Tuan Tran
President, Print
|
2022 | 780,000 | — | 5,503,615 | 1,754,919 | 608,871 | — | 44,153 | 8,691,558 | ||||||||||||||||||||
2021 | 715,000 | — | 4,066,688 | 1,673,373 | 1,785,712 | 5,418 | 78,876 | 8,325,067 | |||||||||||||||||||||
Christoph Schell
(2)
Former Chief
Commercial Officer |
2022 | 300,093 | — | 6,660,174 | 2,075,376 | — | — | 33,937 | 9,069,580 | ||||||||||||||||||||
2021 | 760,000 | — | 5,427,349 | 1,977,620 | 2,052,000 | — | 41,000 | 10,257,969 | |||||||||||||||||||||
2020 | 722,000 | — | 4,462,000 | 1,290,846 | — | 40,600 | 6,515,446 |
64
|
![]() |
Executive Compensation | |||||
Name |
Date of
Original PARSU Grant |
Probable
Outcome of Performance Conditions Grant Date Fair Value ($)* |
Maximum
Outcome of Performance Conditions Grant Date Fair Value ($)* |
Market-related
Component Grant Date Fair Value ($)** |
||||||||||
Enrique J. Lores | 12/7/2021 | 1,409,372 | 4,228,116 | 1,159,234 | ||||||||||
12/7/2020 | 1,868,089 | 5,604,267 | ||||||||||||
12/6/2019 | 3,907,656 | 7,815,312 | ||||||||||||
Marie Myers | 12/7/2021 | 459,029 | 1,377,087 | 377,581 | ||||||||||
12/7/2020 | 553,502 | 1,660,506 | ||||||||||||
Tuan Tran | 12/7/2021 | 463,045 | 1,389,135 | 380,885 | ||||||||||
12/7/2020 | 761,085 | 2,283,255 | ||||||||||||
12/6/2019 | 1,598,590 | 3,197,180 | ||||||||||||
Alex Cho | 12/7/2021 | 463,045 | 1,389,135 | 380,885 | ||||||||||
12/7/2020 | 761,085 | 2,283,255 | ||||||||||||
12/6/2019 | 1,705,150 | 3,410,300 | ||||||||||||
Christoph Schell | 12/7/2021 | 547,615 | 1,642,845 | 450,445 | ||||||||||
12/7/2020 | 899,460 | 2,698,380 | ||||||||||||
12/6/2019 | 2,042,647 | 4,085,294 |
2023 PROXY STATEMENT
|
65
|
Executive Compensation | |||||
Name |
401(k) Company
Match (1) ($) |
NQDC Company
Match (2) ($) |
Mobility
Program (3) ($) |
Security Services/
Systems (4) ($) |
Personal Aircraft
Usage (5) ($) |
Miscellaneous
(6)
($) |
Total
AOC ($) |
||||||||||||||||
Enrique J. Lores | 12,200 | 11,600 | 450 | 22,239 | 119,631 | 32,826 | 198,946 | ||||||||||||||||
Marie Myers | 12,200 | 11,600 | — | 48,027 | — | 18,429 | 90,256 | ||||||||||||||||
Julie Jacobs | — | — | — | — | — | — | — | ||||||||||||||||
Alex Cho | 12,200 | 11,600 | — | — | — | 18,870 | 42,670 | ||||||||||||||||
Tuan Tran | 12,200 | 10,925 | 2,217 | — | — | 18,811 | 44,153 | ||||||||||||||||
Christoph Schell | — | 11,400 | — | — | — | 22,537 | 33,937 |
66
|
![]() |
Executive Compensation | |||||
Name |
Grant
Date |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards (1) |
Estimated Future Payouts
Under Equity Incentive Plan Awards (2) |
All Other
Stock Awards: Number of Shares of Units (3) (#) |
All Other
Option Awards: Number of Securities Underlying Options (4) (#) |
Exercise
or Base Price of Option Awards ($/Sh) |
Grant-
Date Fair Value of Stock and Option Awards (2) ($) |
|||||||||||||||||||||||||||||||
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
|||||||||||||||||||||||||||||||||
Enrique J. Lores | ||||||||||||||||||||||||||||||||||||||
Annual Incentive | 25,000 | 2,500,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||
RSU | 12/7/2021 | 120,676 | 4,500,008 | |||||||||||||||||||||||||||||||||||
PCSO | 12/7/2021 | 498,543 | 37.29 | 5,341,057 | ||||||||||||||||||||||||||||||||||
PARSU | 12/7/2021 | 18,074 | 36,147 | 108,441 | 2,568,606 | |||||||||||||||||||||||||||||||||
PARSU | 12/7/2020 | 23,956 | 47,912 | 143,736 | 1,868,089 | |||||||||||||||||||||||||||||||||
PARSU | 12/6/2019 | 50,111 | 100,222 | 200,444 | 3,907,656 | |||||||||||||||||||||||||||||||||
Marie Myers | ||||||||||||||||||||||||||||||||||||||
Annual Incentive | 10,530 | 1,053,000 | 2,106,000 | |||||||||||||||||||||||||||||||||||
RSU | 12/7/2021 | 61,142 | 2,279,985 | |||||||||||||||||||||||||||||||||||
PCSO | 12/7/2021 | 162,382 | 37.29 | 1,739,653 | ||||||||||||||||||||||||||||||||||
PARSU | 12/7/2021 | 5,887 | 11,773 | 35,319 | 836,610 | |||||||||||||||||||||||||||||||||
PARSU | 12/7/2020 | 7,098 | 14,196 | 42,588 | 553,502 | |||||||||||||||||||||||||||||||||
Julie Jacobs | ||||||||||||||||||||||||||||||||||||||
Annual Incentive | 583 | 58,333 | 116,667 | |||||||||||||||||||||||||||||||||||
RSU | 10/3/2022 | 347,625 | 9,000,011 | |||||||||||||||||||||||||||||||||||
Alex Cho | ||||||||||||||||||||||||||||||||||||||
Annual Incentive | 10,530 | 1,053,000 | 2,106,000 | |||||||||||||||||||||||||||||||||||
RSU | 12/7/2021 | 61,679 | 2,300,010 | |||||||||||||||||||||||||||||||||||
PCSO | 12/7/2021 | 163,807 | 37.29 | 1,754,919 | ||||||||||||||||||||||||||||||||||
PARSU | 12/7/2021 | 5,938 | 11,876 | 35,628 | 843,930 | |||||||||||||||||||||||||||||||||
PARSU | 12/7/2020 | 9,760 | 19,520 | 58,560 | 761,085 | |||||||||||||||||||||||||||||||||
PARSU | 12/6/2019 | 21,867 | 43,733 | 87,466 | 1,705,150 | |||||||||||||||||||||||||||||||||
Tuan Tran | ||||||||||||||||||||||||||||||||||||||
Annual Incentive | 10,530 | 1,053,000 | 2,106,000 | |||||||||||||||||||||||||||||||||||
RSU | 12/7/2021 | 61,679 | 2,300,010 | |||||||||||||||||||||||||||||||||||
PCSO | 12/7/2021 | 163,807 | 37.29 | 1,754,919 | ||||||||||||||||||||||||||||||||||
PARSU | 12/7/2021 | 5,938 | 11,876 | 35,628 | 843,930 | |||||||||||||||||||||||||||||||||
PARSU | 12/7/2020 | 9,760 | 19,520 | 58,560 | 761,085 | |||||||||||||||||||||||||||||||||
PARSU | 12/6/2019 | 20,500 | 41,000 | 82,000 | 1,598,590 | |||||||||||||||||||||||||||||||||
Christoph Schell | ||||||||||||||||||||||||||||||||||||||
Annual Incentive | — | — | — | |||||||||||||||||||||||||||||||||||
RSU | 12/7/2021 | 72,942 | 2,720,007 | |||||||||||||||||||||||||||||||||||
PCSO | 12/7/2021 | 193,719 | 37.29 | 2,075,376 | ||||||||||||||||||||||||||||||||||
PARSU | 12/7/2021 | 7,023 | 14,045 | 42,135 | 998,060 | |||||||||||||||||||||||||||||||||
PARSU | 12/7/2020 | 11,535 | 23,069 | 69,207 | 899,460 | |||||||||||||||||||||||||||||||||
PARSU | 12/6/2019 | 26,195 | 52,389 | 104,778 | 2,042,647 |
2023 PROXY STATEMENT
|
67
|
Executive Compensation | |||||
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Name |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercised Unearned Options |
Option
Exercise Price (4) ($) |
Option
Expiration Date (5) |
Number of
Shares or Units of Stock That Have Not Vested (6) (#) |
Market Value
of Shares or Units of Stock That Have Not Vested (7) ($) |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (8) (#) |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (7) ($) |
|||||||||||||||||||||||
Enrique J.
Lores |
156,976 | 12.47 | 10/29/2023 | 363,825 | 10,048,849 | 305,543 | 8,439,098 | |||||||||||||||||||||||||
212,486 | 424,974 |
(2)
|
23.68 | 12/6/2030 | ||||||||||||||||||||||||||||
498,543 | 37.29 | 12/6/2031 | ||||||||||||||||||||||||||||||
Marie Myers | 62,959 | 125,918 |
(3)
|
23.68 | 12/6/2030 | 172,576 | 4,766,550 | 91,063 | 2,515,160 | |||||||||||||||||||||||
162,382 | 37.29 | 12/6/2031 | ||||||||||||||||||||||||||||||
Julie Jacobs | — | — | — | — | — | 347,625 | 9,601,403 | — | — | |||||||||||||||||||||||
Alex Cho | 86,568 | 173,138 |
(3)
|
23.68 | 12/6/2030 | 163,401 | 4,513,135 | 123,055 | 3,398,779 | |||||||||||||||||||||||
163,807 | 37.29 | 12/6/2031 | ||||||||||||||||||||||||||||||
Tuan Tran | 86,568 | 173,138 |
(2)
|
23.68 | 12/6/2030 | 161,259 | 4,453,963 | 123,055 | 3,398,779 | |||||||||||||||||||||||
163,807 | 37.29 | 12/6/2031 | ||||||||||||||||||||||||||||||
Christoph
Schell (1) |
— | — | — | — | — | — | — | — | — |
68
|
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Executive Compensation | |||||
Option Awards |
Stock Awards
(1)
|
||||||||||||||||
Name |
Number of
Shares Acquired on Exercise (#) |
Value
Realized on Exercise (2) ($) |
Number of
Shares Acquired on Vesting (#) |
Value
Realized on Vesting (3) ($) |
|||||||||||||
Enrique J. Lores | — | — | 608,958 | 18,661,826 | |||||||||||||
Marie Myers | — | — | 70,583 | 2,674,093 | |||||||||||||
Julie Jacobs | — | — | — | — | |||||||||||||
Alex Cho | — | — | 273,275 | 8,424,799 | |||||||||||||
Tuan Tran | — | — | 248,597 | 7,614,910 | |||||||||||||
Christoph Schell | — | — | 109,454 | 4,081,540 |
Name |
Plan
Name (1) |
Number
of Years of Credited Service (#) |
Present Value
of Accumulated Benefit (2) ($) |
Payments
During Last Fiscal Year ($) |
||||||||||
Enrique J. Lores
(3)
|
— | — | — | — | ||||||||||
Marie Myers
(4)
|
— | — | — | — | ||||||||||
Julie Jacobs
(3)
|
— | — | — | — | ||||||||||
Alex Cho | RP | 7.6 | 56,846 | — | ||||||||||
EBP | 7.6 | 7 | — | |||||||||||
IRG | 27.3 | 98,991 | — | |||||||||||
Tuan Tran | RP | 14.6 | 234,196 | — | ||||||||||
EBP | 14.6 | 141,552 | — | |||||||||||
Christoph Schell
(3)
|
— | — | — | — |
2023 PROXY STATEMENT
|
69
|
Executive Compensation | |||||
Name |
Executive
Contributions in Last FY (1) ($) |
Registrant
Contributions in Last FY (1)(2) ($) |
Aggregate
Earnings in Last FY ($) |
Aggregate
Withdrawals/ Distributions (3) ($) |
Aggregate
Balance at FYE (4) ($) |
||||||||||||
Enrique J. Lores | 1,128,000 | 11,600 | (966,389) | 50,739 | 4,989,820 | ||||||||||||
Marie Myers | 22,000 | 11,600 | (44,343) | — | 341,935 | ||||||||||||
Julie Jacobs | — | — | — | — | — | ||||||||||||
Alex Cho | 12,500 | 11,600 | (15,886) | — | 94,462 | ||||||||||||
Tuan Tran | 1,564,573 | 10,925 | (804,071) | — | 3,182,626 | ||||||||||||
Christoph Schell | 4,525 | 11,400 | (19,302) | — | 98,913 |
70
|
![]() |
Executive Compensation | |||||
2023 PROXY STATEMENT
|
71
|
Executive Compensation | |||||
Long Term Incentive Programs
(4)
|
||||||||||||||||||||||||||||||||||||||
Name
(1)
|
Termination
Scenario |
Total
(2)
|
Severance
(3)
|
Stock
Options |
Restricted
Stock |
PARSU | ||||||||||||||||||||||||||||||||
Enrique J. Lores
|
Voluntary | $ | 17,132,817 | $ | — | $ | 1,674,398 | $ | 10,048,849 | $ | 5,409,570 | |||||||||||||||||||||||||||
Disability | $ | 21,335,145 | $ | — | $ | 1,674,398 | $ | 10,048,849 | $ | 9,611,898 | ||||||||||||||||||||||||||||
Retirement | $ | 17,132,817 | $ | — | $ | 1,674,398 | $ | 10,048,849 | $ | 5,409,570 | ||||||||||||||||||||||||||||
Death | $ | 21,335,145 | $ | — | $ | 1,674,398 | $ | 10,048,849 | $ | 9,611,898 | ||||||||||||||||||||||||||||
Not for Cause | $ | 25,761,992 | $ | 8,629,175 | $ | 1,674,398 | $ | 10,048,849 | $ | 5,409,570 | ||||||||||||||||||||||||||||
Change in Control | $ | 29,964,320 | $ | 8,629,175 | $ | 1,674,398 | $ | 10,048,849 | $ | 9,611,898 | ||||||||||||||||||||||||||||
Marie Myers | Voluntary/For Cause | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||
Disability | $ | 8,198,756 | $ | — | $ | 496,117 | $ | 4,766,550 | $ | 2,936,089 | ||||||||||||||||||||||||||||
Retirement | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||
Death | $ | 8,198,756 | $ | — | $ | 496,117 | $ | 4,766,550 | $ | 2,936,089 | ||||||||||||||||||||||||||||
Not for Cause | $ | 6,717,123 | $ | 2,779,259 | $ | 227,389 | $ | 2,078,243 | $ | 1,632,232 | ||||||||||||||||||||||||||||
Change in Control | $ | 10,978,015 | $ | 2,779,259 | $ | 496,117 | $ | 4,766,550 | $ | 2,936,089 | ||||||||||||||||||||||||||||
Julie Jacobs | Voluntary/For Cause | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||
Disability | $ | 9,601,403 | $ | — | $ | — | $ | 9,601,403 | $ | — | ||||||||||||||||||||||||||||
Retirement | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||
Death | $ | 9,601,403 | $ | — | $ | — | $ | 9,601,403 | $ | — | ||||||||||||||||||||||||||||
Not for Cause | $ | 2,398,135 | $ | 2,131,409 | $ | — | $ | 266,726 | $ | — | ||||||||||||||||||||||||||||
Change in Control | $ | 11,732,812 | $ | 2,131,409 | $ | — | $ | 9,601,403 | $ | — | ||||||||||||||||||||||||||||
Alex Cho | Voluntary/For Cause | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||
Disability | $ | 8,875,139 | $ | — | $ | 682,164 | $ | 4,513,135 | $ | 3,679,840 | ||||||||||||||||||||||||||||
Retirement | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||
Death | $ | 8,875,139 | $ | — | $ | 682,164 | $ | 4,513,135 | $ | 3,679,840 | ||||||||||||||||||||||||||||
Not for Cause | $ | 7,840,063 | $ | 3,156,283 | $ | 312,663 | $ | 2,245,896 | $ | 2,125,221 | ||||||||||||||||||||||||||||
Change in Control | $ | 12,031,422 | $ | 3,156,283 | $ | 682,164 | $ | 4,513,135 | $ | 3,679,840 | ||||||||||||||||||||||||||||
Tuan Tran
|
Voluntary | $ | 7,261,348 | $ | — | $ | 682,164 | $ | 4,453,963 | $ | 2,125,221 | |||||||||||||||||||||||||||
Disability | $ | 8,815,967 | $ | — | $ | 682,164 | $ | 4,453,963 | $ | 3,679,840 | ||||||||||||||||||||||||||||
Retirement | $ | 7,261,348 | $ | — | $ | 682,164 | $ | 4,453,963 | $ | 2,125,221 | ||||||||||||||||||||||||||||
Death | $ | 8,815,967 | $ | — | $ | 682,164 | $ | 4,453,963 | $ | 3,679,840 | ||||||||||||||||||||||||||||
Not for Cause | $ | 10,158,018 | $ | 2,896,670 | $ | 682,164 | $ | 4,453,963 | $ | 2,125,221 | ||||||||||||||||||||||||||||
Change in Control | $ | 11,712,637 | $ | 2,896,670 | $ | 682,164 | $ | 4,453,963 | $ | 3,679,840 |
72
|
![]() |
Executive Compensation | |||||
2023 PROXY STATEMENT
|
73
|
Executive Compensation | |||||
74
|
![]() |
Executive Compensation | |||||
Plan Category |
Common shares
to be issued
upon exercise
of outstanding
options, warrants
and rights
(1)
(a)
|
Weighted-average
exercise price
of outstanding
options, warrants
and rights
(2)
(b)
|
Common shares
available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|||||||||||||||||
Equity compensation plans approved by HP stockholders |
34,469,722
|
(3)
|
$ | 24.6610 |
172,921,923
|
(4)
|
||||||||||||||
Equity compensation plans not approved by HP stockholders | 1,616,896 | — | 1,342,234 | |||||||||||||||||
Total | 34,086,618 | $ | 24.6610 | 74,264,157 |
2023 PROXY STATEMENT
|
75
|
Executive Compensation | |||||
Board proposal no. 4
|
|||||||||||
Advisory vote on the frequency of future “say on pay” votes
|
|||||||||||
![]() |
The Board recommends a vote of “One Year” as the preferred frequency for future advisory votes to approve named executive officer compensation.
|
76
|
![]() |
Name of Beneficial Owner |
Shares of Common Stock
Beneficially Owned |
Percent of Common
Stock Outstanding |
||||||
Berkshire Hathaway Inc.
(1)
|
120,952,818 | 12.3 | % | |||||
The Vanguard Group
(2)
|
93,653,441 | 9.5 | % | |||||
BlackRock, Inc.
(3)
|
90,266,985 | 9.2 | % | |||||
Dodge & Cox
(4)
|
52,451,225 | 5.3 | % | |||||
Aida M. Alvarez
(5)
|
79,669 | * | ||||||
Shumeet Banerji | 46,708 | * | ||||||
Robert R. Bennett
(6)
|
167,461 | * | ||||||
Charles “Chip” V. Bergh
(7)
|
156,244 | * | ||||||
Bruce Broussard | 17,710 | * | ||||||
Stacy Brown-Philpot
(8)
|
84,735 | * | ||||||
Stephanie A. Burns
(9)
|
93,686 | * | ||||||
Mary Anne Citrino
(10)
|
209,741 | * | ||||||
Richard L. Clemmer
(11)
|
39,666 | * | ||||||
Judith (“Jami”) Miscik | 12,941 | * | ||||||
Kim K.W. Rucker
(12)
|
7,876 | * | ||||||
Subra Suresh | 57,666 | * | ||||||
Alex Cho
(13)
|
217,629 | * | ||||||
Julie Jacobs
|
— | * | ||||||
Enrique J. Lores
(14)
|
1,420,217 | * | ||||||
Marie Myers
(15)
|
173,936 | * | ||||||
Christoph Schell
|
99,637 | * | ||||||
Tuan Tran
(16)
|
235,487 | * | ||||||
All current Executive Officers and Directors as a Group (20 persons)
(17)
|
3,183,052 | * |
2023 PROXY STATEMENT
|
77
|
Ownership of Our Stock | |||||
78
|
![]() |
Stockholder Proposal
|
|||||||||||
Right to Act by Written Consent
|
|||||||||||
![]() |
The Board Recommends a Vote Against this Proposal
|
2023 PROXY STATEMENT
|
79
|
Stockholder Proposal | |||||
80
|
![]() |
2023 PROXY STATEMENT
|
81
|
Other Matters | |||||
82
|
![]() |
Other Matters | |||||
Proposals |
Board
Recommendation |
Votes Required |
Effect of
Abstentions |
Effect of Broker
Non-Votes |
||||||||||
Election of Directors |
FOR EACH
NOMINEE |
Majority of votes cast | None | No effect | ||||||||||
Ratification of Independent Registered
Public Accounting Firm |
FOR | Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal |
Same as
“AGAINST” |
N/A (No Broker
Non-Votes
(Expected to be Routine Matter))
|
||||||||||
Advisory Vote to Approve Executive
Compensation (“Say on Pay” Vote) |
FOR | Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal |
Same as
“AGAINST” |
No effect | ||||||||||
Advisory Vote on the Frequency of Future “Say on Pay” Votes | ONE YEAR | Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal* |
Same as
“AGAINST” |
No effect | ||||||||||
Stockholder Proposal: Right to Act by
Written Consent |
AGAINST | Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal |
Same as
“AGAINST” |
No effect |
2023 PROXY STATEMENT
|
83
|
Other Matters | |||||
84
|
![]() |
Other Matters | |||||
2023 PROXY STATEMENT
|
85
|
Other Matters | |||||
86
|
![]() |
Other Matters | |||||
2023 PROXY STATEMENT
|
87
|
Other Matters | |||||
Alliance Advisors LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
(855) 796-2123
HPQ@allianceadvisors.com
|
Innisfree M&A Incorporated
Stockholders: (877) 750-5838 (Toll-free from the U.S. and Canada)
(412) 232-3651 (International)
Banks and brokers (call collect):
(212) 750-5833
|
88
|
![]() |
2023 PROXY STATEMENT
|
89
|
Twelve months ended | ||||||||
(in millions) | October 31, 2022 | |||||||
GAAP operating profit | $ | 4,676 | ||||||
Non-GAAP adjustments: | ||||||||
Restructuring and other charges | 233 | |||||||
Acquisition and divestiture charges | 318 | |||||||
Amortization of intangible assets | 228 | |||||||
Russia exit charges
|
23 | |||||||
Non-GAAP operating profit | $ | 5,478 |
Twelve months ended | ||||||||
(in millions) | October 31, 2022 | |||||||
GAAP net cash provided by operating activities | $ | 4,463 | ||||||
Non-GAAP adjustments: | ||||||||
Net investments in property, plant and equipment | (765) | |||||||
Net investments in leases | 155 | |||||||
Non-GAAP free cash flow | $ | 3,853 |
90
|
![]() |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Fiserv, Inc. | FISV |
H&R Block, Inc. | HRB |
KeyCorp | KEY |
Lincoln National Corporation | LNC |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|