Board committees

Committee Members
Committee Member Aida Alvarez
Committee Member Shumeet Banerji
Chairperson Carl Bass
Committee Member Charles V. Bergh
Committee Member Stacey Mobley

HR and Compensation committee charter (November 2016), (PDF, 33KB, opens in a new window) HR and Compensation committee charter (November 2016)

HR and Compensation Committee

The HR and Compensation Committee discharges the Board’s responsibilities relating to the compensation of HP’s executives and directors and provides general oversight of HP’s compensation structure, including HP’s equity compensation plan and other benefits programs. Specific duties and responsibilities of the HR and Compensation Committee include 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 Securities and Exchange Commission or applicable exchange listing requirements; 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; and assessing the independence of all advisors (whether retained by the HR and Compensation Committee or management) that provide advice to the Committee, in accordance with applicable listing standards, and annually assessing whether the work of compensation consultants has raised any conflicts of interest. Other specific duties and responsibilities of the HR and Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving goals and objectives relevant to the compensation of the CEO of HP, and recommending all elements of the CEO’s compensation to the independent directors 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 for executive officers; overseeing the administration of HP’s equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commitment by HP; monitoring workforce management programs; 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; adopting and monitoring compliance with stock ownership guidelines and policies for directors; and annually evaluating its performance and its charter.

The Board determined that each of Mr. Bass, chair of the HR and Compensation Committee, Ms. Alvarez, Mr. Banerji, Mr. Bergh and Mr. Mobley (who are current HR and Compensation Committee members) is independent within the meaning of the New York Stock Exchange standards of independence for directors and compensation committee members.