The 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. Specific duties and responsibilities of the HRC Committee include, among other things:

Executive Compensation, Stock Ownership and Performance Reviews
  • recommending all elements of the CEO's compensation to the independent members of the Board;
  • reviewing and approving objectives relevant to other executive officer compensation and evaluating performance and determining the compensation of other executive officers in accordance with those objectives;
  • approving severance arrangements and other applicable agreements and policies for executive officers; and
  • adopting and monitoring compliance with stock ownership guidelines and policies for executive officers.
Equity Compensation Plans, Incentive Plans and Other 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 any perquisites, in particular those pertaining to Section 16 officers, and approving any material new employee benefit plan or change to an existing plan that creates a material financial commitment by HP.
Director Compensation & Stock Ownership
  • establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; and
  • adopting and monitoring compliance with stock ownership guidelines and policies for directors.
Executive Succession Planning & Leadership Development
  • reviewing senior management selection and overseeing succession planning, leadership development, diversity and pay equality.
Compensation Consultants
  • assessing the independence of all advisors (whether retained by the HRC Committee or management) that provide advice to the HRC Committee, in accordance with applicable listing standards; and
  • annually assessing whether the work of compensation consultants has raised any conflict of interest.
Risk Assessment; Other Disclosure
  • overseeing, approving, and evaluating HP's overall human resources and compensation structure, policies and programs, and assessing whether these establish appropriate incentives and leadership development opportunities for management and other employees, and confirming they do not encourage risk taking that is reasonably likely to have a material adverse effect on HP;
  • reviewing and discussing with management the Compensation Discussion and Analysis and performing other reviews and analyses and making additional disclosures as required of compensation committees by the rules of the SEC or applicable exchange listing requirements; and
  • reviewing the results of stockholder advisory votes on HP's executive compensation program and recommending to the Board or the NGSR Committee how to respond to such votes.
Annual Review/Evaluation
  • overseeing the annual evaluation of the CEO with input from all Board members; and
  • annually evaluating the HRC Committee's performance and its charter.

The Board determined that each of Mr. Gupta(1), who serves as chair of the HRC Committee, and the other HRC Committee members (Ms. Alvarez, Mr. Banerji, Mr. Bass, Mr. Bergh and Mr. Mobley) is independent within the meaning of the NYSE standards of independence for directors and compensation committee members.

(1) Mr. Gupta is not standing for re-election and, therefore, his term will expire at this annual meeting. The Board will appoint a new chair of the HRC Committee.