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Executive Compensation Philosophy

Alignment with Stockholders and Compensation Best Practices

Corporate Governance
The majority of target total direct compensation for executives is performance-based as well as equity-based
to align executives’ rewards with stockholder value.
We do not utilize executive employment contracts for senior officers.
Total direct compensation is targeted at or near the
market median.
We devote significant time to management succession planning and leadership development efforts.
Actual realized total direct compensation and pay positioning are designed to fluctuate with, and be commensurate with, actual annual and long-term performance recognizing company-wide, business, and individual results.
We maintain a market-aligned severance policy for executives and a conservative change in control policy which requires a double trigger for execution.
Incentive awards are heavily dependent upon our stock performance and are measured against objective financial metrics that we believe link either directly or indirectly to the creation of value for our stockholders. In addition, 25% of our target annual incentives are contingent upon the achievement of qualitative objectives that we believe will contribute to our long-term success.
The HRC Committee engages an independent
compensation consultant.
Our compensation programs are designed to mitigate compensation-related risk (both financial and reputational) and promote long-term growth for the organization by determining award payouts based on a wide range of performance goals.
We maintain strong stock ownership guidelines for executive officers and non-employee Directors.
We balance growth, cash flow, revenue and profit objectives, as well as short- and long-term objectives to reward for overall performance that does not over-emphasize a singular focus.
We prohibit executive officers and Directors from engaging in any form of hedging transaction, holding HP securities in margin accounts and pledging stock as collateral for loans in a manner that could create compensation-related risk for the Company.
A significant portion of our long-term incentives are delivered in the form of performance-adjusted restricted stock units, referred to as “PARSUs,” which vest only upon the achievement of relative TSR and EPS objectives.
We conduct a robust stockholder outreach program throughout the year.
We validate our pay-for-performance relationship on an annual basis and our HRC Committee is actively involved in the review and approval of performance goals under our incentive plans.
We disclose our corporate performance goals and achievements relative to these goals.
The compensation of peer companies is considered in order to ensure that pay levels for the NEOs are appropriate and competitive.
We do not provide excessive perquisites to our employees including our executive officers.
The maximum payouts under annual incentive awards and under long-term incentives (“PARSUs”) are capped.
We do not allow our executives to participate in the determination of their own compensation.