Executive Officers
The names of the executive officers of HP and their ages, titles and biographies as of the date hereof are incorporated by reference from Part I, Item 1, of the Original Form 10-K.
Director Nominees
The biographies describe each Director nominee’s qualifications and relevant experience. The biographies include key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the board at the upcoming annual meeting of HP’s stockholders.
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 | | Aida M. Alvarez | | | | |
| Most Recent Role —Former Administrator, U.S. Small Business Administration & Cabinet Member | | Current Public Company Boards —HP —K12 Inc. —Fastly, Inc. —Oportun, Inc. | | Prior Public Company Boards —MUFG Americas Holdings Corporation —Wal-Mart Stores, Inc. —PacifiCare Health Systems Inc. | |
| Independent Director Age: 70 Director since: 2016 HP Board Committees: HRC, NGSR | | | | 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 where she provided strategic feedback to the President. 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. |
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GOVERNMENT STRATEGY | | FINANCE ROBUST BUSINESS EXPERIENCE | | |
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| 2019 Form 10-K |  | ½ 1 |
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Table of Contents
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 | | Shumeet Banerji | | | | |
| Current Role —Co-founder and Partner of Condorcet, LP, an advisory and investment firm that specializes in developing early stage companies (since 2013) | | Current Public Company Boards —HP —Reliance Industries Limited | | Prior Public Company Boards —Innocoll AG | |
| Independent Director Age: 60 Director since: 2011 HP Board Committees: HRC, NGSR (Chair) | | | | 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, Booz Allen Hamilton (2007–2008) —Managing Director, United Kingdom, Booz Allen Hamilton (2003–2007) —Faculty, University of Chicago Graduate School of Business Other Key Qualifications Mr. Banerji brings to the Board a robust understanding of the issues facing companies and governments in both mature and emerging markets around the world 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. As CEO of Booz & Company, Mr. Banerji oversaw the separation of Booz & Company from Booz Allen Hamilton. During his career at Booz Allen Hamilton and Booz & Company, he has advised numerous companies on restructuring and M&A, particularly in mature industries. He is the co-author of Cut Costs, Grow Stronger, published by Harvard Business Press in 2009. |
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CAPITAL ALLOCATION FINANCE ROBUST BUSINESS EXPERIENCE | | INTERNATIONAL BUSINESS STRATEGIC TRANSACTIONS; M&A STRATEGY | | |
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 | | Robert R. Bennett | | | | |
| Current Role —Managing Director, Hilltop Investments, LLC, a private investment company (since 2005) | | Current Public Company Boards —HP —Discovery Communications, Inc. —Liberty Media Corporation | | Prior Public Company Boards —Sprint Corporation —Demand Media, Inc. —Discovery Holding Company —Liberty Interactive Corporation —Sprint Nextel Corporation | |
| Independent Director Age: 61 Director since: 2013 HP Board Committees: Audit, FIT (Chair) | | | | Qualifications: Prior Business and Other Experience —President, Discovery Holding Company (2005–2008) —President and Chief Executive Officer, Liberty Media Corporation (prior to 2005) 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 from his experience as the president and chief executive officer of another public company. 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. He also contributes valuable insight to the Board due to his experience serving on the boards of both public and private companies. |
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CAPITAL ALLOCATION FINANCE ROBUST BUSINESS EXPERIENCE INTERNATIONAL BUSINESS | | OPERATIONS STRATEGIC TRANSACTIONS; M&A STRATEGY | | |
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| 2 ½ |  | 2019 Form 10-K |
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Table of Contents
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 | | Charles “Chip” V. Bergh | | | | |
| 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 | |
| Independent Chairman of the Board Age: 62 Director since: 2015 Chairman since: 2017 HP Board Committees: HRC, NGSR | | | | 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 30 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 chair of boards and board committees of other public and private companies. |
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CAPITAL ALLOCATION CUSTOMER EXPERIENCE OPERATIONS STRATEGY | | INTERNATIONAL BUSINESS ROBUST BUSINESS EXPERIENCE STRATEGIC TRANSACTIONS; M&A | | |
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 | | Stacy Brown-Philpot | | | | |
| Current Role —Chief Executive Officer, TaskRabbit, an online labor interface company (since April 2016) | | Current Public Company Boards —HP —Nordstrom, Inc. | | Prior Public Company Boards —None | |
| Independent Director Age: 44 Director since: 2015 HP Board Committees: Audit, NGSR | | | | Qualifications: Prior Business and Other Experience —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 current role as CEO of TaskRabbit, 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. |
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CUSTOMER EXPERIENCE DISRUPTIVE INNOVATION INTERNATIONAL BUSINESS ROBUST BUSINESS EXPERIENCE | | FINANCE OPERATIONS STRATEGY TECHNOLOGY | | |
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| 2019 Form 10-K |  | ½ 3 |
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Table of Contents
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 | | Stephanie A. Burns | | | | |
| Current Role —Director | | Current Public Company Boards —HP —Corning Incorporated —Kellogg Company | | Prior Public Company Boards —Dow Corning Corporation —GlaxoSmithKline plc —Manpower, Inc. | |
| Independent Director Age: 65 Director since: 2015 HP Board Committees: FIT, HRC (Chair) | | | | 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 steering Dow Corning Corporation during an extended bankruptcy and restructuring process. Dr. Burns also brings public company governance experience to the Board as a member of boards and board committees of other public companies. |
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CAPITAL ALLOCATION CUSTOMER EXPERIENCE OPERATIONS SCIENCE STRATEGY | | FINANCE INTERNATIONAL BUSINESS ROBUST BUSINESS EXPERIENCE STRATEGIC TRANSACTIONS; M&A TECHNOLOGY | | |
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 | | Mary Anne Citrino | | | | |
| Current Role —Senior Advisor and former Senior Managing Director, Blackstone, an investment firm (since 2004) | | Current Public Company Boards —HP —Royal Ahold Delhaize —Alcoa Corporation —Barclays | | Prior Public Company Boards —Health Net, Inc. —Dollar Tree Inc. | |
| Independent Director Age: 60 Director since: 2015 HP Board Committees: AUDIT (Chair), FIT | | | | 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 Ms. Citrino’s more than 30-year career as an investment banker provides the Board with substantial knowledge regarding business operations 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. |
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CAPITAL ALLOCATION FINANCE ROBUST BUSINESS EXPERIENCE | | INTERNATIONAL BUSINESS STRATEGIC TRANSACTIONS; M&A STRATEGY | | |
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| 4 ½ |  | 2019 Form 10-K |
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Table of Contents
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 | | Richard L. Clemmer | | | | |
| Current Role —Chief Executive Officer and Executive Director of NXP Semiconductors N. V., a semiconductor company (since January 2009) | | Current Public Company Boards —HP —NCR Corporation —NXP Semiconductors N. V. | | Prior Public Company Boards —i2 Technologies, Inc. | |
| Independent Director Age: 68 Director since: 2020 HP Board Committees: N/A | | | | Qualifications: Prior Business and Other Experience —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 has overseen the successful execution of a number of key strategic transactions, including the acquisition and integration of several companies and business units. |
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CAPITAL ALLOCATION FINANCE INTERNATIONAL BUSINESS OPERATIONS | | ROBUST BUSINESS EXPERIENCE STRATEGIC TRANSACTIONS; M&A STRATEGY TECHNOLOGY | | |
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 | | Enrique Lores | | | | |
| Current Role —President and Chief Executive Officer, HP (since November 2019) | | Current Public Company Boards —HP | | Prior Public Company Boards —None | |
| President, Chief Executive Officer and Director Age: 54 Director since: 2019 HP Board Committees: N/A | | | | 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 (1989–2003) Other Key Qualifications Mr. Lores’s 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’s more than 25 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. |
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CUSTOMER EXPERIENCE OPERATIONS TECHNOLOGY STRATEGY | | DISRUPTIVE INNOVATION INTERNATIONAL BUSINESS ROBUST BUSINESS EXPERIENCE STRATEGIC TRANSACTIONS; M&A | | |
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| 2019 Form 10-K |  | ½ 5 |
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Table of Contents
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 | | Yoky Matsuoka | | | | |
| Current Role —Division CEO, Panasonic Corporation (since October 2019) | | Current Public Company Boards —HP | | Prior Public Company Boards —None | |
| Independent Director Age: 47 Director since: 2019 HP Board Committees: AUDIT, FIT | | | | Qualifications: Prior Business and Other Experience —Vice President, Healthcare at Google, a subsidiary of Alphabet Inc. (“Alphabet”), a technology company (2018–October 2019) —Chief Technology Officer, Nest, Alphabet (2010–2015; 2017–2018) —Executive experience in healthcare, Apple Inc., a technology company (May 2016–December 2016) —Chief Executive Officer, Quanttus, a technology company (2015–2016) —Head of Innovation and Co-Founder, Google [X], Alphabet (2009–2010) —Academic experience including professorships at Carnegie Mellon University and the University of Washington (2000–2011) —MacArthur Fellow (2007) Other Key Qualifications Ms. Matsuoka is an accomplished executive and technologist who brings more than two decades of leadership experience to the HP Board. Throughout her career, she has held innovation-centric roles in both Silicon Valley and in academia and brings her strong background in management, strategy and research & development to the Board. |
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ACADEMICS DISRUPTIVE INNOVATION SCIENCE STRATEGY | | CUSTOMER EXPERIENCE ROBUST BUSINESS EXPERIENCE TECHNOLOGY | | |
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 | | Stacey Mobley | | | | |
| Current Role —Director | | Current Public Company Boards —HP | | Prior Public Company Boards —International Paper Company —Hewitt Associates, Inc. | |
| Independent Director Age: 74 Director since: 2015 HP Board Committees: HRC, NGSR | | | | Qualifications: Prior Business and Other Experience —Senior Counsel and Advisor, Dickstein Shapiro, LLP, a law firm (2008–2016) —Senior Vice President, Chief Administrative Officer and General Counsel, E.I. du Pont de Nemours and Company (“DuPont”), a chemical company (1999–2008) —35 years of experience at DuPont (1973–2008) serving in a variety of leadership roles Other Key Qualifications Mr. Mobley’s more than 35 years of legal and senior management experience at DuPont brings a deep understanding of governance, regulations and risk management including the government relations strategies of public companies. He also brings public company governance experience as a member of boards and board committees of other public and private companies. |
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INTERNATIONAL BUSINESS ROBUST BUSINESS EXPERIENCE | | OPERATIONS | | |
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| 6 ½ |  | 2019 Form 10-K |
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Table of Contents
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 | | Subra Suresh | | | | |
| Current Role —President, Nanyang Technological University, autonomous global research university in Singapore (since January 2018) | | Current Public Company Boards —HP —Singapore Exchange Limited | | Prior Public Company Boards —None | |
| Independent Director Age: 63 Director since: 2015 HP Board Committees: AUDIT, FIT | | | | Qualifications: Prior Business and Other Experience —Senior Advisor, Temasek International Private Ltd., an investment company headquartered in Singapore (since September 2017) —President, Carnegie Mellon University, a global research university (July 2013–June 2017) —Independent Director of the Board, 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 Mr. Suresh is one of the few Americans to have 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. Mr. 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 robust understanding of the organizational, scientific, and technological requirements of ongoing innovation. |
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ACADEMICS FINANCE SCIENCE TECHNOLOGY | | DISRUPTIVE INNOVATION GOVERNMENT STRATEGY | | |
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Other Director(s)
In addition, Dion J. Weisler, 52, who has served as Senior Executive Advisor at HP, a non-executive officer role, since November 1, 2019, is not currently standing for re-election at our upcoming annual meeting. Mr. Weisler previously served as our President and Chief Executive Officer between November 2015 and November 2019. Previously, Mr. Weisler served in various roles at our predecessor, Hewlett-Packard Company, including as Executive Vice President, the Printing and Personal Systems Group, Hewlett-Packard Company (June 2013–November 2015), Senior Vice President and Managing Director, Printing and Personal Systems, Asia Pacific and Japan, Hewlett-Packard Company (January 2012–June 2013) and Vice President and Chief Operating Officer, the Product and Mobile Internet Digital Home Groups, Lenovo Group Ltd. (January 2008–December 2011). Mr. Weisler also serves on the board of directors of Thermo Fisher Scientific Inc.
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| 2019 Form 10-K |  | ½ 7 |
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Table of Contents
Code of Conduct
We maintain a code of business conduct and ethics for Directors, officers and employees known as Integrity at HP, which is available on our website at https://investor.hp.com/governance/integrity-at-hp/default.aspx. If the Board grants any waivers from our Standards of Business Conduct to any of our Directors or executive officers, or if we amend our Standards of Business Conduct, we will, if required, disclose these matters via updates to our website on a timely basis.
Information about the Audit Committee
We have an Audit Committee established in accordance with the requirements of 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. Specific duties and responsibilities of the Audit Committee include, among other things:
| Independent Registered Public Accounting Firm | | ●appointing, overseeing the work of, evaluating, compensating and retaining the independent registered public accounting firm; ●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; ●overseeing the rotation of the independent registered public accounting firm’s lead audit and concurring partners at least once every five years and the rotation of other audit partners at least once every seven years in accordance with SEC regulations, with the Audit Committee directly involved in the selection of the accounting firm’s lead partner; and ●determining whether to retain or, if appropriate, terminate the independent registered public accounting firm. |
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| Audit & Non-Audit Services; Financial Statements; Audit Report | | ●reviewing and approving the scope of the annual independent audit, the audit fee, and other audit services; ●preparing the Audit Committee report for inclusion in the annual proxy statement; and ●overseeing our financial reporting processes and the audit of our financial statements, including the integrity of our financial statements. |
| Disclosure Controls; Internal Controls & Procedures; Legal Compliance | | ●reviewing our disclosure controls and procedures, internal controls, information and technology security policies, internal audit function, and corporate policies with respect to financial information and earnings guidance; and ●overseeing compliance with legal and regulatory requirements. |
| Risk Oversight | | ●reviewing risks facing HP and management’s approach to addressing these 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 ●discussing policies with respect to risk assessment and risk management. |
| Related Party Transactions | | ●overseeing relevant related party transactions governed by applicable accounting standards (other than related-person transactions addressed by the Nominating, Governance and Social Responsibility (“NGSR”) Committee). |
| Annual Review/Evaluation | | ●annually reviewing the Audit Committee’s charter and performance. |
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| 8 ½ |  | 2019 Form 10-K |
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Table of Contents
The Board determined that Ms. Citrino, Chair of the Audit Committee, and each of the other Audit Committee members (Mr. Bennett, Ms. Brown-Philpot, Ms. Matsuoka and Mr. Suresh) are independent within the meaning of the New York Stock Exchange (“NYSE”) and SEC standards of independence for directors and audit committee members, and has satisfied the NYSE financial literacy requirements. The Board also determined that each of Mr. Bennett, Ms. Brown-Philpot, Ms. Citrino and Mr. Suresh is an “audit committee financial expert” as defined by the SEC rules.