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How We Are Organized

Current Committee Memberships

Name Audit Finance, Investment
and Technology
HR and
Governance and
Social Responsibility
Independent Directors        
Aida M. Alvarez    
Shumeet Banerji    
Robert R. Bennett      
Charles “Chip” V. Bergh    
Stacy Brown-Philpot      
Stephanie A. Burns    
Mary Anne Citrino      
Richard L. Clemmer      
Yoky Matsuoka*      
Judith (“Jami”) Miscik    
Stacey Mobley*    
Subra Suresh      
Other Directors        
Enrique Lores        

Ms. Matsuoka and Mr. Mobley are not standing for re-election at the annual meeting and will each step down from the Board, effective at the annual meeting.

Member Chair Audit Committee “financial expert”

Audit Committee

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. 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.
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, internal audit function, and corporate policies with respect to financial information and earnings guidance;
  • reviewing HP’s information and technology security policies and the internal controls regarding information and technology security and cybersecurity; 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 NGSR Committee).
Annual Review/Evaluation
  • annually reviewing the Audit Committee’s charter and performance.

The Board determined that Ms. Citrino, Chair of the Audit Committee, and each of the other Audit Committee members (Mr. Bennett, Ms. Brown-Philpot, Mr. Clemmer, Ms. Miscik and Dr. 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, Mr. Clemmer and Dr. Suresh is an “audit committee financial expert” as defined by the SEC rules.

The report of the Audit Committee is included on page 40.

Finance, Investment and Technology Committee

The Finance, Investment and Technology (“FIT”) Committee provides oversight of the finance and investment functions of HP. The FIT Committee’s responsibilities and duties include, among other things:

Treasury Matters

  • reviewing or overseeing significant treasury matters such as capital structure and allocation strategy, derivative policy, global liquidity, fixed income investments, borrowings, currency exposure, dividend policy, share issuances and repurchases, and capital spending.

M&A Transactions &
Strategic Alliances

  • assisting the Board in evaluating investment, acquisition, enterprise services, joint venture and divestiture transactions in which we engage as part of our business strategy from time to time and reporting and making recommendations to the Board as to scope, direction, quality, investment levels and execution of such transactions;
  • evaluating and revising our approval policies with respect to such transactions;
  • overseeing our integration planning and execution and the financial results of such transactions after integration;
  • evaluating the execution, financial results and integration of our completed transactions; and
  • overseeing and approving our strategic alliances.

Capitalization; Debt &
Obligations; Swaps

  • reviewing and overseeing company investing decisions, capital structure and the allocation of free cash flow;
  • overseeing our loans and loan guarantees of third-party debt and obligations; and
  • annually reviewing and approving certain swaps and other derivative transactions.

Technology Strategies &

  • making recommendations to the Board as to scope, direction, quality, investment levels, and execution of our technology strategies;
  • overseeing the execution of technology strategies formulated by management; and
  • providing guidance on technology as it may pertain to, among other things, market entry and exit, investments, mergers, acquisitions and divestitures, new business divisions and spin-offs, research and development investments, and key competitor and partnership strategies.

Nominating, Governance and Social Responsibility Committee

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

Board Matters

  • developing and recommending to the Board the criteria for identifying and evaluating Director candidates and periodically reviewing these criteria;
  • identifying and recommending candidates to be nominated for election as Directors at our annual meeting, consistent with criteria approved by the Board;
  • annually assessing the size, structure, functioning, and composition of the Board and recommending assignments of Directors to Board committees and chairs of Board committees;
  • identifying and recruiting new Directors, establishing procedures for the consideration of Director candidates recommended by stockholders and considering candidates proposed by stockholders;
  • assessing the contributions and independence of Directors in determining whether to recommend them for election or reelection to the Board; and
  • periodically reviewing the Board’s leadership structure, recommending changes to the Board as appropriate and, if the Chairman of the Board is not independent, making a recommendation to the independent Directors regarding the appointment of the Lead Independent Director.

HP Governing Documents &
Corporate Governance
Guidelines & Other Policies

  • conducting a preliminary review of Director independence and the financial literacy and expertise of Audit Committee members, and making recommendations to the Board related to such matters;
  • developing and regularly reviewing corporate governance principles, including our Corporate Governance Guidelines;
  • reviewing proposed changes to our Certificate of Incorporation, Bylaws and Board committee charters; and
  • establishing policies and procedures for the review and approval of related-person transactions and conflicts of interest, including reviewing and approving all potential “related-person transactions” as defined under SEC rules.

Stockholder Rights

  • assessing and making recommendations regarding stockholder rights plans or other stockholder protections, as appropriate; and
  • reviewing stockholder proposals in conjunction with the CEO and recommending Board responses.

Public Policy Trends & Issues

  • reviewing emerging corporate governance issues and practices;
  • identifying, evaluating, and monitoring social, political, and environmental trends, issues, concerns, legislative proposals, and regulatory developments that could significantly affect the public affairs of HP;
  • overseeing the policies relating to, and the way HP conducts, its government relations activities; and
  • reviewing, assessing, reporting, and providing guidance to management and the full Board relating to activities, policies, and programs with respect to public policy matters and policies and programs relating to global citizenship, as applicable.

Annual Review/Evaluation

  • annually reviewing the NGSR Committee’s charter and performance; and
  • overseeing the annual self-evaluation of the Board and its committees.

The Board determined that Mr. Banerji, who serves as Chair of the NGSR Committee, and each of the other NGSR Committee members (Ms. Alvarez, Mr. Bergh, Ms. Brown-Philpot, Ms. Miscik and Mr. Mobley) are independent within the meaning of the NYSE director independence standards.

Human Resources and Compensation Committee

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

Executive Compensation
Philosophy, Peer Group,
Design, Performance Reviews &
Stock Ownership

  • reviewing the overall compensation philosophy and strategy with respect to HP’s executive officers;
  • approving the peer group used to evaluate executive pay levels, design practices, and relative performance;
  • reviewing and approving short-term and long-term incentive plan design, structure and goals
  • conducting annual performance evaluation of the CEO; soliciting 360 degree feedback across organization;
  • recommending all elements of the CEO’s compensation to the independent members of the Board for their review and approval;
  • reviewing and approving objectives relevant to other executive officer compensation performance feedback and evaluating performance and determining the compensation of other executive officers in accordance with those objectives;
  • approving severance arrangements, equity agreements and other applicable agreements and policies for executive officers; and
  • adopting and monitoring compliance with stock ownership guidelines for executive officers.

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 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 for Directors.
Executive Succession
Planning & Leadership
  • reviewing senior management selection and overseeing succession planning, leadership development; and
  • driving CEO succession planning process in partnership with the Chairman and full Board.
Compensation Consultants
  • engaging compensation consultants on various topics to understand market perspectives;
  • engaging compensation consultant for independent perspective on compensation programs; and
  • 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.

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 non-employee Board members; and
  • annually evaluating the HRC Committee’s performance and charter.

People Processes & Culture

  • reviewing employee engagement and cultural initiatives including key training and development programs (such as executive and manager training, unconscious bias), diversity, equity and inclusion programs and results of the annual employee engagement survey; and
  • monitoring the key health metrics to evaluate the workforce including workforce diversity, pay equity, key hires, turnover and restructuring.

The Board determined that Dr. Burns, who serves as Chair of the HRC Committee, and each of the other HRC Committee members (Ms. Alvarez, Mr. Banerji, Mr. Bergh and Mr. Mobley) are independent within the meaning of the NYSE standards of independence for directors and compensation committee members.

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