Summary Compensation Table

The following table sets forth information concerning the compensation of our CEO, our chief financial officer, and our three other most highly compensated executive officers serving during fiscal 2017.

Name and 
Principal Position

Year

  Salary(1)
($)
 

Bonus
($)

 

Stock
Awards(2)
($)

 

Option
Awards
($)

 

Non-Equity
Incentive Plan
Compensation(3)
($)

 

Change
in Pension
Value and
Non-qualified
Deferred
Compensation
Earnings(4)
($)

 

All Other
Compensation(5)
($)

 

Total
($)

Dion J. Weisler
President and CEO
2017   1,300,033     9,841,200     3,511,560  
  77,232   14,730,025

2016

 

1,200,046

 

 

18,164,053

 

6,889,397

 

2,302,585

 

 

140,186

 

28,696,267

2015

 

774,999

 

 

3,286,543

 

2,163,437

 

386,719

 

 

12,116,105

 

18,727,803

Catherine A. Lesjak
Chief Financial Officer

2017

 

850,022

 

 

4,100,494

 

 

1,435,012

 

159,279

 

39,781

 

6,584,588

2016

 

850,033

 

 

7,573,319

 

2,758,055

 

1,006,092

 

434,684

 

43,877

 

12,666,060

2015

 

850,033

 

 

3,287,819

 

2,163,437

 

868,864

 

95,650

 

51,862

 

7,317,665

Ron V. Coughlin
President, Personal Systems

2017

 

725,019

 

 

3,690,450

 

 

1,224,612

 

 

17,986

 

5,658,067

Jon E. Flaxman
Chief Operating Officer

2017

 

700,018

 

 

3,075,370

 

 

1,181,775

 

211,506

 

10,500

 

5,179,169

2016

 

700,027

 

 

3,295,365

 

84,496

 

839,484

 

557,485

 

10,500

 

5,487,357

Enrique J. Lores
President, Imaging, 
Printing and Solutions

2017

 

725,019

 

 

3,075,370

 

 

1,219,035

 

 

23,786

 

5,043,210

  1. Amounts shown represent base salary earned or paid during the fiscal year, as described under Compensation Discussion and Analysis—Determination of Fiscal 2017 Executive Compensation—2017 Base Salary.”
  2. The grant date fair value of all stock awards has been calculated in accordance with applicable accounting standards. In the case of RSUs, the value is determined by multiplying the number of units granted by the closing price of our stock on the grant date. For PARSUs awarded in fiscal 2017, amounts shown reflect the grant date fair value of the PARSUs for the two- and three-year vesting periods beginning with fiscal 2017 based on the probable outcome of performance conditions related to these PARSUs at the grant date. The 2017 PARSUs include both internal (EPS) and market-related (TSR) performance goals as described under the Compensation Discussion and Analysis—Determination of Fiscal 2017 Executive Compensation—Long-Term Incentive Compensation.” Consistent with the applicable accounting standards, the grant date fair value of the market-related TSR component has been determined using a Monte Carlo simulation model. Further, consistent with accounting standards, grant date fair value reflects the EPS portion of the award for Year 1 only, for which goals were approved in January 2017. The table below sets forth the grant date fair value for the PARSUs granted in fiscal 2017:

    Name

    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
    ($)**

    Dion J. Weisler

    997,824

     

    1,995,648

     

    4,043,370

    Catherine A. Lesjak

    415,762

     

    831,525

     

    1,684,731

    Ron V. Coughlin

    374,188

     

    748,375

     

    1,516,264

    Jon E. Flaxman

    311,811

     

    623,622

     

    1,263,563

    Enrique J. Lores

    311,811

     

    623,622

     

    1,263,563

    *  Amounts shown represent the grant date fair value of the PARSUs subject to the internal EPS performance goal (i) based on the probable or target outcome as of the date the goals were set and (ii) based on achieving the maximum level of performance for the two- and three-year performance periods beginning in fiscal 2017. The grant date fair value of the Year 1 EPS units of the PARSUs awarded on December 7, 2016 was $14.67 per unit, which was the closing share price of our common stock on January 23, 2017 when the EPS goal was approved. The values of Year 2 and Year 3 EPS units will not be available until January 2018 and January 2019 respectively, and therefore are not included for fiscal 2017, but will be included for their respective fiscal years.

    ** Amounts shown represent the grant date fair value of PARSUs subject to the market-related TSR goal component of the PARSUs, for which expense recognition is not subject to probable or maximum outcome assumptions. The weighted-average grant date fair value of the market-related TSR goal component of the PARSUs awarded on December 7, 2016 was $19.82 per unit, which was determined using a Monte Carlo simulation model. The significant assumptions used in this simulation model were a volatility rate of 30.5%, a risk-free interest rate of 1.4%, and a simulation period of 2.9 years. For information on the assumptions used to calculate the fair value of the awards, refer to Note 5 to our consolidated financial statements in our Annual Report on Form 10-K/A for the fiscal year ended October 31, 2017, as filed with the SEC on December 14, 2017.

  3. Amounts shown represent payouts under the annual PfR incentive (amounts earned during the applicable fiscal year but paid after the end of that fiscal year).
  4. Amounts shown represent the increase in the actuarial present value of NEO pension benefits during the applicable fiscal year. As described in more detail under “Narrative to the Fiscal 2017 Pension Benefits Table” below, pension accruals have ceased for all NEOs, and NEOs hired after the dates that pension accruals ceased are not eligible to participate in any U.S. defined benefit pension plan. Accordingly, the amounts reported for the NEOs do not reflect additional accruals but reflect the passage of one more year from the prior present value calculation and changes in other actuarial assumptions. The assumptions used in calculating the changes in pension benefits are described in footnote (2) to the “Fiscal 2017 Pension Benefits Table” below. No HP plan provides for above-market earnings on deferred compensation amounts, so the amounts reported in this column do not reflect any such earnings.
  5. The amounts shown are detailed in the “Fiscal 2017 All Other Compensation Table” below.
Fiscal 2017 All Other Compensation Table

The following table provides additional information about the amounts that appear in the “All Other Compensation” column in the “Summary Compensation Table” above.

Name

401(k)
Company
Match(1)
($)

 

NQDC
Company
Match(2)
($)

 

Mobility
Program(3)
($)

 

Security
Services/
Systems(4)
($)

 

Legal
Fees(5)
($)

 

Personal
Aircraft
Usage(6)
($)

 

Tax
Gross-Up(7)
($)

 

Miscellaneous(8)
($)

 

Total
AOC
($)

Dion J. Weisler

10,800

 

10,600

 

 

3,023

 

14,440

 

24,534

 

 

13,835

 

77,232

Catherine A. Lesjak

10,657

 

10,600

 

 

524

 

 

 

 

18,000

 

39,781

Ron V. Coughlin

7,386

 

10,600

 

 

 

 

 

 

 

17,986

Jon E. Flaxman

10,500

 

 

 

 

 

 

 

 

10,500

Enrique J. Lores

10,800

 

10,600

 

1,100

 

 

 

 

1,286

 

 

23,786

  1. Represents matching contributions made under the HP 401(k) Plan that were earned for fiscal year 2017.
  2. Represents matching contributions credited during fiscal 2017 under the HP Executive Deferred Compensation Plan with respect to the 2016 calendar year of that plan.
  3. Represents benefits provided to Mr. Lores under our executive mobility program related to his international assignment. The assignment to Spain was planned and cancelled in 2015, however, there was a Spanish wealth tax return preparation cost, which was billed in November 2016.
  4. Represents home security services provided to the NEOs and, consistent with SEC guidance, the expense is reported here as a perquisite due to the fact that there is an incidental personal benefit.
  5. Represents legal fees of $10,160 and fees paid to the U.S. Government of $4,280 relating to Mr. Weisler’s U.S. green card application and other U.S. immigration services.
  6. Represents the value of personal usage of HP corporate aircraft. For purposes of reporting the value of such personal usage in this table, we use data provided by an outside firm to calculate the hourly cost of operating each type of aircraft. These costs include the cost of fuel, maintenance, landing and parking fees, crew, catering and supplies. For trips by NEOs that involve mixed personal and business usage, we include the incremental cost of such personal usage (i.e., the excess of the cost of the actual trip over the cost of a hypothetical trip without the personal usage). For income tax purposes, the amounts included in NEO income are calculated based on the standard industry fare level valuation method. No tax gross-ups are provided for this imputed income.
  7. Represents Mr. Lores’s U.S. tax gross-up on the Spanish wealth tax return assistance benefit in regards to his international assignment, which was cancelled in 2015.
  8. For Mr. Weisler and Ms. Lesjak, includes amounts paid either directly to the executives or on their behalf for financial counseling.

Compensation Table

The amounts reported in the “Summary Compensation Table,” including base pay, annual and equity award amounts, benefits, and perquisites, are described more fully under “Compensation Discussion and Analysis.”

 The amounts reported in the “Non-Equity Incentive Plan Compensation” column include amounts earned in fiscal 2017 by each of the NEOs under the annual PfR incentive. The narrative description of the remaining information in the “Summary Compensation Table” is provided in the narrative to the other compensation tables.

Grants of Plan-Based Awards in Fiscal 2017

The following table provides information on annual PfR incentive awards for fiscal 2017 and awards of RSUs and PARSUs granted as part of the fiscal 2017 long-term incentive program:

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 Stock
or Units(3)
(#)

 

Grant-Date
Fair Value
of Stock
and Option
Awards(2)
($)

 

Threshold
($)

 

Target
($)

 

Maximum
($)

 

Threshold
(#)

 

Target
(#)

 

Maximum
(#)

Dion J. Weisler

                                   

Annual PfR Incentive

     

26,000

 

2,600,000

 

5,200,000

         

RSU

 

12/7/2016

             

297,214

 

4,800,006

PARSU

 

12/7/2016

       

136,037

 

272,074

 

544,148

  —   

5,041,194

Catherine A. Lesjak

                                   

Annual PfR Incentive

     

10,625

 

1,062,500

 

2,125,000

         

RSU

 

12/7/2016

             

123,839

 

2,000,000

PARSU

 

12/7/2016

       

56,682

 

113,364

 

226,728

   

2,100,494

Ron V. Coughlin

                                   

Annual PfR Incentive

     

9,063

 

906,250

 

1,812,500

         

RSU

 

12/7/2016

             

111,455

 

1,799,998

PARSU

 

12/7/2016

       

51,014

 

102,028

 

204,056

   

1,890,452

Jon E. Flaxman

                                   

Annual PfR Incentive

     

8,750

 

875,000

 

1,750,000

         

RSU

 

12/7/2016

             

92,879

 

1,499,996

PARSU

 

12/7/2016

       

42,512

 

85,023

 

170,046

   

1,575,374

Enrique J. Lores

                                   

Annual PfR Incentive

     

9,063

 

906,250

 

1,812,500

         

RSU

 

12/7/2016

             

92,879

 

1,499,996

PARSU

 

12/7/2016

       

42,512

 

85,023

 

170,046

   

1,575,374

  1. Amounts represent the range of possible cash payouts for fiscal 2017 PfR incentive awards, under the Stock Incentive Plan.
  2. PARSU amounts represent the range of shares that may be released at the end of the two- and three-year vesting periods applicable to the PARSUs assuming achievement of threshold, target, or maximum performance. 50% of the PARSUs are eligible for vesting based on EPS performance and 50% are eligible for vesting based on TSR performance. PARSUs vest as follows: 16.6% of the units are eligible for vesting based on EPS performance on year one with continued service over two years, 16.6% of the units are eligible for vesting based on EPS performance of year two with continued service over three years, 16.6% of the units are eligible for vesting based on EPS performance of year three with continued service over three years, 25% of the units are eligible for vesting based on TSR performance over two years with continued service over two years, 25% of the units are eligible for vesting based on TSR performance over three years with continued service over three years. Year 1 EPS units and all TSR units are reflected in this table. If our EPS and relative TSR performance are below threshold for the performance period, no shares will be released for the applicable segment. For additional details, see the discussion of PARSUs under “Compensation Discussion and Analysis—Determination of Fiscal 2017 Executive Compensation—Long-Term Incentive Compensation—2017 PARSUs.”
  3. RSUs vest as to one-third of the units on each of the first three anniversaries of the grant date, subject to continued service.

Outstanding Equity Awards at 2017 Fiscal Year-End

The following table provides information on stock and option awards held by the NEOs as of October 31, 2017:

Name

 

Option Awards

 

Stock Awards

 

Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)

 

Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)

 

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(2)
(#)

 

Option
Exercise
Price(3)
($)

 

Option
Expiration
Date(4)

 

Number of
Shares or
Units of
Stock That
Have Not
Vested(5)
(#)

 

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(6)
($)

 

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested(7)
(#)

 

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(6)
($)

Dion J. Weisler

     

369,020

 

17.29

 

12/9/2022

 

958,503

 

20,655,740

 

619,190

 

13,343,545

     

1,051,438

 

13.83

 

11/1/2023

       

Catherine A. Lesjak

     

369,020

 

17.29

 

12/9/2022

 

408,883

 

8,811,429

 

257,995

 

5,559,792

 

202,199

   

404,400

 

13.83

 

11/1/2023

       

Ron V. Coughlin

 

27,025

     

12.49

 

12/10/2021

 

255,123

 

5,497,901

 

206,392

 

4,447,748

 

43,239

 

21,620

   

17.29

 

12/9/2022

       
 

313,952

   

156,976

 

12.47

 

10/29/2023

       

Jon E. Flaxman

 

43,239

     

6.40

 

12/5/2020

 

251,846

 

5,427,281

 

187,045

 

4,030,820

 

36,753

     

12.49

 

12/10/2021

       
 

33,294

 

16,647

   

17.29

 

12/9/2022

       
 

313,952

   

156,976

 

12.47

 

10/29/2023

       

Enrique J. Lores

 

97,289

     

6.40

 

12/5/2020

 

353,942

 

7,627,450

 

187,045

 

4,030,820

 

54,049

     

12.49

 

12/10/2021

       
 

43,239

 

21,620

   

17.29

 

12/9/2022

       
 

313,952

   

156,976

 

12.47

 

10/29/2023

 

 

 

 

  1. The 21,620 share option held by Mr. Coughlin fully vests with continued service on the third anniversary of December 10, 2014, the date of the grant. The 16,647 share option held by Mr. Flaxman fully vests with continued service on the third anniversary of December 10, 2014, the date of the grant. The 21,620 share option held by Mr. Lores fully vests with continued service on the third anniversary of December 10, 2014, the date of the grant.
  2. Option awards in this column vest as to one-third of the shares on each of the second and third anniversaries of December 10, 2014, October 30, 2015, and November 2, 2015, the respective dates of grant, or upon later satisfaction of certain stock price performance conditions, and subject to continued service in each case.
  3. Option exercise prices are the fair market value of our stock on the grant date. In connection with the separation of HPE and in accordance with the employee matters agreement, HP made certain adjustments to the exercise price and number of stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the separation. Exercisable and non-exercisable stock options were converted to similar awards of the entity where the employee was working post-separation. RSUs and performance-contingent awards were adjusted to provide holders with RSUs and performance-contingent awards in the Company that employs such employee following the separation.
  4. All options have an eight-year term.
  5. The amounts in this column include shares underlying dividend equivalent units credited with respect to outstanding stock awards through October 31, 2017. The release dates and release amounts for all unvested stock awards are as follows, assuming continued service and satisfaction of any applicable financial performance conditions:

    • Mr. Weisler: November 2, 2017 (156,664 shares plus accrued dividend equivalent shares); December 7, 2017 (99,071 shares plus accrued dividend equivalent shares); December 9, 2017 (132,122 shares plus accrued dividend equivalent shares); December 10, 2017 (31,829 shares plus accrued dividend equivalent shares); November 2, 2018 (156,665 shares plus accrued dividend equivalent shares); December 7, 2018 (99,071 shares plus accrued dividend equivalent shares); December 9, 2018 (132,123 shares plus accrued dividend equivalent shares); December 7, 2019 (99,072 shares plus accrued dividend equivalent shares);
    • Ms. Lesjak: November 2, 2017 (60,255 shares plus accrued dividend equivalent shares); December 7, 2017 (41,279 shares plus accrued dividend equivalent shares); December 9, 2017 (55,051 shares plus accrued dividend equivalent shares); December 10, 2017 (31,828 shares plus accrued dividend equivalent shares); November 2, 2018 (60,256 shares plus accrued dividend equivalent shares); December 7, 2018 (41,280 shares plus accrued dividend equivalent shares); December 9, 2018 (55,051 shares plus accrued dividend equivalent shares); December 7, 2019 (41,280 shares plus accrued dividend equivalent shares);
    • Mr. Coughlin: December 7, 2017 (37,151 shares plus accrued dividend equivalent shares); December 9, 2017 (38,536 shares plus accrued dividend equivalent shares); December 10, 2017 (7,208 shares plus accrued dividend equivalent shares); October 30, 2018 (46,779 shares plus accrued dividend equivalent shares); December 7, 2018 (37,152 shares plus accrued dividend equivalent shares); December 9, 2018 (38,536 shares plus accrued dividend equivalent shares); December 7, 2019 (37,152 shares plus accrued dividend equivalent shares);
    • Mr. Flaxman: December 7, 2017 (30,959 shares plus accrued dividend equivalent shares); December 9, 2017 (38,536 shares plus accrued dividend equivalent shares); December 10, 2017 (5,549 shares plus accrued dividend equivalent shares); April 27, 2018 (16,344 shares plus accrued dividend equivalent shares); October 30, 2018 (46,779 shares plus accrued dividend equivalent shares); December 7, 2018 (30,960 shares plus accrued dividend equivalent shares); December 9, 2018 (38,536 shares plus accrued dividend equivalent shares); December 7, 2019 (30,960 shares plus accrued dividend equivalent shares); and
    • Mr. Lores: December 7, 2017 (30,959 shares plus accrued dividend equivalent shares); December 9, 2017 (38,536 shares plus accrued dividend equivalent shares); December 10, 2017 (7,208 shares plus accrued dividend equivalent shares); March 18, 2018 (109,093 shares plus accrued dividend equivalent shares); October 30, 2018 (46,779 shares plus accrued dividend equivalent shares); December 7, 2018 (30,960 shares plus accrued dividend equivalent shares); December 9, 2018 (38,536 shares plus accrued dividend equivalent shares); December 7, 2019 (30,960 shares plus accrued dividend equivalent shares).

  6. Value calculated based on the $21.55 closing price of our stock on October 31, 2017.
  7. The amounts in this column include the amounts of PARSUs granted in fiscal 2016 (segment 2) and fiscal 2017 (Year 1 EPS units and all TSR units) plus accrued dividend equivalent shares. The shares are reported at target, except for Year 1 EPS units since those results have been certified. Actual payout will be on achievement of performance goals at the end of the two- and three-year vesting periods. 

Option Exercises and Stock Vested in Fiscal 2017

The following table provides information about options exercised and stock awards vested for the NEOs during the fiscal year ended October 31, 2017:

 

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)
($)

Dion J. Weisler

1,688,124

 

12,448,371

 

795,100

 

14,775,413

Catherine A. Lesjak

697,960

 

5,854,135

 

406,614

 

7,531,658

Ron V. Coughlin

113,503

 

900,082

 

213,703

 

4,266,156

Jon E. Flaxman

 

 

226,282

 

4,516,808

Enrique J. Lores

 

 

329,309

 

6,296,198

  1. Includes PARSUs, RSUs, and accrued dividend equivalent shares.
  2. Represents the amounts realized based on the difference between the market price of HP stock on the date of grant and the exercise price.
  3. Represents the amounts realized based on the fair market value of our stock on the performance period end date for PARSUs (October 31, 2017) and on the vesting date for RSUs and accrued dividend equivalent shares. Fair market value is determined based on the closing price of our stock on the applicable performance period end/vesting date.

Fiscal 2017 Pension Benefits Table

The following table provides information about the present value of accumulated pension benefits payable to each NEO:

Name

Plan Name(1)

 

Number of Years of
Credited Service
(#)

 

Present Value of
Accumulated Benefit(2)
($)

 

Payments During
Last Fiscal Year
($)

Dion J. Weisler(3)

 

 

 

Catherine A. Lesjak

RP

 

21.3

 

447,341

 

EBP

 

21.3

 

2,799,410

 

Ron V. Coughlin(3)

 

 

 

Jon E. Flaxman

RP

 

26.6

 

456,361

 

EBP

 

26.6

 

3,852,412

 

Enrique J. Lores(3)

 

 

 

  1. The “RP” and the “EBP” are the qualified HP Retirement Plan and the non-qualified HP Excess Benefit Plan, respectively. All benefits are frozen under these plans. The RP has been merged into the HP Inc. Pension Plan (formerly known as the HP Pension Plan).
  2. The present value of accumulated benefits is shown at the age 65 unreduced retirement age for the RP and the EBP using the assumptions under Accounting Standards Codification (ASC) Topic 715-30 Defined Benefit Plans—Pension for the 2017 fiscal year-end measurement (as of October 31, 2017). The present value is based on a discount rate of 3.82% for the RP and 2.99% for the EBP, lump sum interest rates of 1.96% for the first five years, 3.58% for the next 15 years and 4.35% thereafter, and applicable mortality for lump sums. As of October 31, 2016 (the prior measurement date), the ASC Topic 715-30 assumptions included a discount rate of 3.98% for the RP and 2.77% for the EBP, lump sum interest rates of 1.47% for the first five years, 3.34% for the next 15 years and 4.30% thereafter, and applicable mortality for lump sums.
  3. Mr. Weisler, Mr. Coughlin and Mr. Lores are not eligible to receive benefits under any defined benefit pension plan because we ceased benefit accruals under all of our U.S.-qualified defined benefit pension plans prior to the commencement of their employment with HP in the United States.

Narrative to the Fiscal 2017 Pension Benefits Table

No NEO currently accrues a benefit under any qualified or non-qualified defined benefit pension plan because we ceased benefit accruals in all of our U.S.-qualified defined benefit pension plans (and their non-qualified plan counterparts) in prior years. Benefits previously accrued by the NEOs under HP pension plans are payable to them following termination of employment, subject to the terms of the applicable plan.

Terms of the HP Retirement Plan

Ms. Lesjak and Mr. Flaxman earned benefits under the RP and the EBP based on pay and service prior to 2008. The RP is a traditional defined benefit plan that provided a benefit based on years of service and the participant’s “highest average pay rate,” reduced by a portion of Social Security earnings. “Highest average pay rate” was determined based on the 20 consecutive fiscal quarters when pay was the highest. Pay for this purpose included base pay and bonus, subject to applicable IRS limits. Benefits under the RP may be taken in one of several different annuity forms or in an actuarially equivalent lump sum. Benefits calculated under the RP are offset by the value of benefits earned under the HP Deferred Profit Sharing Plan (the “DPSP”) before November 1, 1993. Together, the RP and the DPSP constitute a “floor-offset” arrangement for periods before November 1, 1993.

Benefits not payable from the RP and the DPSP due to IRS limits are paid from the EBP under which benefits are unfunded and unsecured. When an EBP participant terminates employment, the benefit liability is transferred to the EDCP, where an account is established for the participant. That account is then credited with hypothetical investment earnings (gains or losses) based upon the investment election made by participants from among investment options similar to those offered under the HP 401(k) Plan. There is no formula that would result in above-market earnings or payment of a preferential interest rate on this benefit.

At the time of distribution, amounts representing EBP benefits are paid from the EDCP in a lump sum or installment form, according to pre-existing elections made by those participants, except that participants with a small benefit or who have not qualified for retirement status (age 55 with at least 15 years of continuous service) are paid their EBP benefit in January of the year following their termination, subject to any delay required by Section 409A of the Code.

Fiscal 2017 Non-qualified Deferred Compensation Table

The following table provides information about contributions, earnings, withdrawals, distributions, and balances under the EDCP:

Name

Executive
Contributions
in Last FY(1)
($)

Registrant
Contributions
in Last FY(2)
($)

Aggregate
Earnings
in Last FY
($)

Aggregate
Withdrawals/
Distributions(3)
($)

Aggregate
Balance at FY End(4)
($)

Dion J. Weisler

11,218

10,600

1,328

— 

32,201

Catherine A. Lesjak

11,250

10,600

547,767

(852,253)

2,465,109

Ron V. Coughlin

282,596

10,600

109,830

— 

667,894

Jon E. Flaxman

— 

Enrique J. Lores

247,128

10,600

132,117

— 

1,053,655

  1. The amounts reported here as “Executive Contributions” and “Registrant Contributions” are reported as compensation to such NEO in the “Summary Compensation Table” above.
  2. The contributions reported here as “Registrant Contributions” were made in fiscal 2017 with respect to calendar year 2016 participant base pay deferrals. During fiscal 2017, the NEOs were eligible to receive a 4% matching contribution on base pay deferrals that exceeded the IRS limit that applies to the qualified HP 401(k) Plan up to a maximum of two times that limit.
  3. The distributions reported here were made pursuant to participant elections made prior to the time that the amounts were deferred in accordance with plan rules.
  4. Of these balances, the following amount was reported as compensation to such NEO in the Summary Compensation Table in prior proxy statement: Mr. Weisler: $8,840. The information reported in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional earned compensation.

Narrative to the Fiscal 2017 Non-qualified Deferred Compensation Table

HP sponsors the EDCP, a non-qualified deferred compensation plan that permits eligible U.S. employees to defer base pay in excess of the amount taken into account under the qualified HP 401(k) Plan and bonus amounts of up to 95% of the annual PfR incentive bonus payable under the annual PfR incentive plan. In addition, a matching contribution is available under the plan to eligible employees. The matching contribution applies to base pay deferrals on compensation above the IRS limit that applies to the qualified HP 401(k) Plan, up to a maximum of two times that compensation limit (for fiscal 2017 matching contributions, on calendar year 2016 base pay from $265,000 to $530,000). During fiscal 2017, the NEOs were eligible for a matching contribution of up to 4% on base pay contributions in excess of the IRS limit, up to a maximum of two times that limit.

Upon becoming eligible for participation, employees must specify the amount of base pay and/or the percentage of bonus to be deferred, as well as the time and form of payment. If termination of employment occurs before retirement (defined as at least age 55 with 15 years of continuous service), distribution is made in the form of a lump sum in January of the year following the year of termination, subject to any delay required under Section 409A of the Code. At retirement (or earlier, if properly elected), benefits are paid according to the distribution election made by the participant at the time of the deferral election, subject to any delay required under Section 409A of the Code. No withdrawals are permitted prior to the previously elected distribution date, other than “hardship” withdrawals as permitted by applicable law.

Amounts deferred or credited under the EDCP are credited with hypothetical investment earnings based on participant investment elections made from among the investment options available under the HP 401(k) Plan. Accounts maintained for participants under the EDCP are not held in trust, and all such accounts are subject to the claims of general creditors of HP. No amounts are credited with above-market earnings.

Potential Payments Upon Termination or Change in Control

The amounts in the following table estimate potential payments due if an NEO had terminated employment with HP effective October 31, 2017 under each of the circumstances specified below. These amounts are in addition to benefits generally available to U.S. employees upon termination of employment, such as distributions from the retirement plans and the HP 401(k) Plan and payment of accrued vacation where required.

Name Termination
Scenario
Total(1)
($)
Severance(2)
($)
Long-Term Incentive Programs(3)

Stock
Options
($)

RSUs
($)

PARSUs
($)

Dion J. Weisler

Voluntary/For Cause

Disability

45,337,879

9,689,127

20,655,727

14,993,025

Retirement

Death

45,337,879

9,689,127

20,655,727

14,993,025

Not for Cause

27,549,571

6,759,837

4,058,551

9,168,943

7,562,240

Change in Control

52,097,716

6,759,837

9,689,127

20,655,727

14,993,025

Catherine A. Lesjak(4)

Voluntary/For Cause

9,185,564

6,034,630

3,150,934

Disability

19,752,495

4,693,993

8,811,409

6,247,093

Retirement

9,185,564

6,034,630

3,150,934

Death

19,752,495

4,693,993

8,811,409

6,247,093

Not for Cause

15,096,277

2,948,174

1,560,992

7,436,178

3,150,934

Change in Control

22,700,669

2,948,174

4,693,993

8,811,409

6,247,093

Ron V. Coughlin

Voluntary/For Cause

Disability

12,195,956

1,517,443

5,497,887

5,180,626

Retirement

Death

12,195,956

1,517,443

5,497,887

5,180,626

Not for Cause

6,970,737

2,392,221

203,214

1,833,953

2,541,349

Change in Control

14,588,177

2,392,221

1,517,443

5,497,887

5,180,626

Jon E. Flaxman(4)

Voluntary/For Cause

6,709,885

70,916

4,349,410

2,289,559

Disability

11,498,421

1,496,258

5,427,276

4,574,886

Retirement

6,709,885

70,916

4,349,410

2,289,559

Death

11,498,421

1,496,258

5,427,276

4,574,886

Not for Cause

9,200,759

2,272,895

189,701

4,448,605

2,289,559

Change in Control

13,771,316

2,272,895

1,496,258

5,427,276

4,574,886

Enrique J. Lores

Voluntary/For Cause

Disability

13,719,765

1,517,443

7,627,435

4,574,886

Retirement

Death

13,719,765

1,517,443

7,627,435

4,574,886

Not for Cause

8,345,678

2,429,472

203,214

3,423,433

2,289,559

Change in Control

16,149,237

2,429,472

1,517,443

7,627,435

4,574,886

  1. Total does not include amounts earned or benefits accumulated due to continued service by the NEO through October 31, 2017, including vested stock options, PCSOs, RSUs, PARSUs, accrued retirement benefits, and vested balances in the EDCP, as those amounts are detailed in the preceding tables. Total also does not include amounts the NEO was eligible to receive under the annual PfR incentive with respect to fiscal 2017 performance.
  2. The amounts reported are the cash benefits payable in the event of a qualifying termination under the SPEO: for CEO, 2x multiple of base pay plus the average of the actual annual incentives paid for the preceding three years; for other NEOs, 1.5x multiple of base pay plus the average of the actual annual incentives paid for the preceding three years, and includes 18 months’ COBRA premiums for continued group medical coverage for the NEOs and their eligible dependents.
  3. Upon an involuntary termination not for cause, covered executives receive pro-rata vesting on unvested equity awards as discussed under “Executive Compensation—Compensation Discussion and Analysis—Severance Plan for Executive Officers.” Full vesting of PARSUs based on performance at target levels (to the extent that the actual performance period has not been completed) applies in the event of a termination due to death or disability for all grant recipients. Pro-rata vesting of PARSUs based on actual performance applies in the event of a termination due to retirement for all grant recipients. To calculate the value of unvested PARSUs for purposes of this table, target performance is used unless the performance period has been completed and the results have been certified. Full vesting of unvested PCSOs applies in the event of a termination due to death or disability for all grant recipients. PCSOs vest pro-rata in the event of a termination due to retirement, with the exception of Launch Grant PCSOs, which are forfeited. With respect to the treatment of equity in the event of a change in control of HP, the information reported reflects the SPEO approved change in control terms.
  4. As of the end of fiscal 2017, Ms. Lesjak and Mr. Flaxman are retirement eligible (a minimum age of 55 plus years of service equal to or greater than 70 points). In the event that Ms. Lesjak or Mr. Flaxman retires, she or he would receive retirement equity treatment in regards to the long-term incentive programs. Values in the “Voluntary/For Cause” section for Ms. Lesjak and Mr. Flaxman reflect the retirement equity treatment in a voluntary termination.

HP Severance Plan for Executive Officers

An executive will be deemed to have incurred a qualifying termination for purposes of the SPEO if he or she is involuntarily terminated without cause and executes a full release of claims in a form satisfactory to HP promptly following termination. For purposes of the SPEO, “cause” means an executive’s material neglect (other than as a result of illness or disability) of his or her duties or responsibilities to HP or conduct (including action or failure to act) that is not in the best interest of, or is injurious to, HP. The material terms of the SPEO are described under “Executive Compensation—Compensation Discussion and Analysis—Severance Plan for Executive Officers.”

Narrative to the Potential Payments Upon Termination or Change in Control Table

Voluntary or “For Cause” Termination

In general, an NEO who remained employed through October 31, 2017 (the last day of the fiscal year) but voluntarily terminated employment immediately thereafter, or was terminated immediately thereafter in a “for cause” termination, would be eligible (1) to receive his or her annual incentive amount earned for fiscal 2017 under the annual PfR incentive (subject to any discretionary downward adjustment or elimination by the HRC Committee prior to actual payment, and to any applicable clawback policy), (2) to exercise his or her vested stock options up to three months following a voluntary termination, and up to the date of termination in the case of termination “for cause”, (3) to receive a distribution of vested amounts deferred or credited under the EDCP, and (4) to receive a distribution of his or her vested benefits, if any, under the HP 401(k) and pension plans. An NEO who terminated employment before October 31, 2017, either voluntarily or in a “for cause” termination, would generally not have been eligible to receive any amount under the annual PfR incentive with respect to the fiscal year in which the termination occurred, except that the HRC Committee has the discretion to make payment of prorated bonus amounts to individuals on leave of absence or in non-pay status, as well as in connection with certain voluntary severance incentives, workforce reductions, and similar programs.

“Not for Cause” Termination

A “not for cause” termination of an NEO who remained employed through October 31, 2017 and was terminated immediately thereafter would qualify the NEO for the amounts described above under a “voluntary” termination in addition to benefits under the SPEO if the NEO signs the required release of claims in favor of HP.

In addition to the cash severance benefits and pro-rata equity awards payable under the SPEO, the NEO would be eligible to exercise vested stock options up to one year after termination and receive distributions of vested, accrued benefits from HP deferred compensation and pension plans.

Termination Following a Change in Control

In the event of a change in control of HP, RSUs, stock options, and PCSOs will vest in full if the successor does not assume such awards or if an individual is terminated in connection with or following a change in control. Outstanding PARSUs will vest in full upon a termination in connection with or following a change in control, assuming target performance level. Upon failure of the successor to assume outstanding PARSUs in connection with a change in control, the PARSUs will vest in full based on the better of (i) pro-rata vesting at target, and (ii) 100% of units vesting based on actual performance as determined by the Committee within 30 days of change in control.

Death or Disability Terminations

An NEO who continued in employment through October 31, 2017 whose employment is terminated immediately thereafter due to death or disability would be eligible (1) to receive his or her full annual incentive amount earned for fiscal 2017 under the annual PfR incentive determined by HP in its sole discretion, (2) to receive a distribution of vested amounts deferred or credited under the EDCP, and (3) to receive a distribution of his or her vested benefits under the HP 401(k) and pension plans.

Upon termination due to death or disability, equity awards held by the NEO may vest in full. If termination is due to disability, RSUs, stock options, and PCSOs will vest in full, subject to satisfaction of applicable performance conditions, and must be exercised within three years of termination or by the original expiration date, if earlier; all unvested portions of the PARSUs, including any amounts for dividend equivalent payments, shall vest based on performance at target levels. If termination is due to the NEO’s death, RSUs, stock options, and PCSOs will vest in full and must be exercised within one year of termination or by the original expiration date, if earlier; all unvested portions of the PARSUs, including any amounts for dividend equivalent payments, shall vest based on performance at target levels.

HP Severance Policy for Senior Executives

Under the HP Severance Policy for Senior Executives adopted by the Board in July 2003 (the “HP Severance Policy”), HP will seek stockholder approval for future severance agreements, if any, with certain senior executives that provide specified benefits in an amount exceeding 2.99 times the sum of the executive’s current annual base salary plus annual target cash bonus, in each case as in effect immediately prior to the time of such executive’s termination. Individuals subject to this policy consist of the Section 16 officers designated by the Board. In implementing this policy, the Board may elect to seek stockholder approval after the material terms of the relevant severance agreement are agreed upon.

For purposes of determining the amounts subject to the HP Severance Policy, benefits subject to the limit generally include cash separation payments that directly relate to extraordinary benefits that are not available to groups of employees other than the Section 16 officers upon termination of employment. Benefits that have been earned or accrued, as well as prorated bonuses, accelerated stock or option vesting, and other benefits that are consistent with our practices applicable to employees other than the Section 16 officers, are not counted against the limit. Specifically, benefits subject to the HP Severance Policy include: (a) separation payments based on a multiplier of salary plus target bonus, or cash amounts payable for the uncompleted portion of employment agreements; (b) the value of any service period credited to a Section 16 officer in excess of the period of service actually provided by such Section 16 officer for purposes of any employee benefit plan; (c) the value of benefits and perquisites that are inconsistent with our practices applicable to one or more groups of employees in addition to, or other than, the Section 16 officers (“Company Practices”); and (d) the value of any accelerated vesting of any stock options, stock appreciation rights, restricted stock, RSUs, or long-term cash incentives that is inconsistent with Company Practices. The following benefits are not subject to the HP Severance Policy, either because they have been previously earned or accrued by the employee or because they are consistent with Company Practices: (i) compensation and benefits earned, accrued, deferred or otherwise provided for employment services rendered on or prior to the date of termination of employment pursuant to bonus, retirement, deferred compensation, or other benefit plans (e.g., 401(k) Plan distributions, payments pursuant to retirement plans, distributions under deferred compensation plans or payments for accrued benefits such as unused vacation days), and any amounts earned with respect to such compensation and benefits in accordance with the terms of the applicable plan; (ii) payments of prorated portions of bonuses or prorated long-term incentive payments that are consistent with Company Practices; (iii) acceleration of the vesting of stock options, stock appreciation rights, restricted stock, RSUs or long-term cash incentives that is consistent with Company Practices; (iv) payments or benefits required to be provided by law; and (v) benefits and perquisites provided in accordance with the terms of any benefit plan, program, or arrangement sponsored by HP or its affiliates that are consistent with Company Practices.

For purposes of the HP Severance Policy, future severance agreements include any severance agreements or employment agreements containing severance provisions that we may enter into after the adoption of the HP Severance Policy by the Board, as well as agreements renewing, modifying, or extending such agreements. Future severance agreements do not include retirement plans, deferred compensation plans, early retirement plans, workforce restructuring plans, retention plans in connection with extraordinary transactions, or similar plans or agreements entered into in connection with any of the foregoing, provided that such plans or agreements are applicable to one or more groups of employees in addition to the Section 16 officers.

HP Retirement Arrangements

Upon retirement immediately after October 31, 2017 with a minimum age of 55 and years of service equal to or greater than 70 points, HP employees in the United States receive full vesting of time-based options granted under our stock plans with a three-year post-termination exercise period or the original expiration date, whichever comes first, as well as full vesting of RSUs. PCSOs will receive prorated vesting if the stock price appreciation conditions are met and may vest on a prorated basis post-termination to the end of the performance period, subject to stock price appreciation conditions and certain post-employment restrictions. Any unvested Launch Grants (RSUs or PCSOs) will be forfeited upon voluntary retirement. Awards under the PARSU program, if any, are paid on a prorated basis to participants at the end of the performance period based on actual results, and bonuses, if any, under the annual PfR incentive plan may be paid in prorated amounts at the discretion of management based on actual results. In accordance with Section 409A of the Code, certain amounts payable upon retirement (or other termination) of the NEOs and other key employees will not be paid out for at least six months following termination of employment.

We sponsor two retiree medical programs in the United States, one of which provides subsidized coverage for eligible participants based on years of service. Eligibility for this program requires that participants have been employed by HP before January 1, 2003 and have met other age and service requirements. Mr. Flaxman is eligible for this program.

The other U.S. retiree medical program we sponsor provides eligible retirees with access to coverage at group rates only, with no direct subsidy provided by HP. As of the end of fiscal 2017, Ms. Lesjak is eligible to retire under this program. All of the other NEOs could be eligible for this program if they retire from HP on or after age 55 with at least ten years of qualifying service or 80 age plus service points. In addition, beginning at age 45, eligible U.S. employees may participate in the HP Retirement Medical Savings Account Plan (the “RMSA”), under which certain participants are eligible to receive HP matching credits of up to $1,200 per year, up to a lifetime maximum of $12,000, which can be used to cover the cost of such retiree medical coverage (or other qualifying medical expenses) if the employee retires from HP on or after age 55 with at least ten years of qualifying service or 80 age plus service points. Ms. Lesjak is the only NEO eligible for the HP matching credits under the RMSA.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of October 31, 2017.

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

49,458,916(3)

 

$13.1719

 

419,071,146(4)

Equity compensation plans not approved by HP stockholders

—    

 

 

—    

Total

49,458,916    

 

$13.1719

 

419,071,146    

  1. This column does not reflect awards of options and RSUs assumed in acquisitions where the plans governing the awards were not available for future awards as of October 31, 2017. As of October 31, 2017, individual awards of options and RSUs to purchase a total of 1,229 shares were outstanding pursuant to awards assumed in connection with acquisitions and granted under such plans at a weighted-average exercise price of options of $5.7500.
  2. This column does not reflect the exercise price of shares underlying the assumed options referred to in footnote (1) to this table or the purchase price of shares to be purchased pursuant to the ESPP or the legacy HP Employee Stock Purchase Plan (the “Legacy ESPP”). In addition, the weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding awards of RSUs and PARSUs, which have no exercise price.
  3. Includes awards of options and RSUs outstanding under the ESPP, the 2004 Plan and the HP 2000 Stock Plan. Also includes awards of PARSUs representing 4,378,407 shares that may be issued under the 2004 Plan. Each PARSU award reflects a target number of shares that may be issued to the award recipient. HP determines the actual number of shares the recipient receives at the end of a three-year performance period based on results achieved compared with Company performance goals and stockholder return relative to the market. The actual number of shares that a grant recipient receives at the end of the period may range from 0% to 200% of the target number of shares.
  4. Includes (i) 335,684,878 shares available for future issuance under the 2004 Plan; (ii) 79,294,277 shares available for future issuance under the ESPP; (iii) 2,725,611 shares available for future issuances under the Legacy ESPP, a plan under which employee stock purchases are no longer made; and (iv) 1,366,380 shares are reserved for issuance under our Service Anniversary Stock Plan, a plan under which awards are no longer granted. Taking into account these adjustments, 419,071,146 shares were available for future grants as of October 31, 2017.