DEF 14A of HP Inc
Filed Feb 25, 2026 · FY20250000047217-26-000015
cda_lti_design
| | | | | | | “ | | | | HP is entering fiscal year 2026 more focused than ever and deeply committed to driving long-term value.” |
Positioned for Fiscal Year 2026
| ITEM | Approval of Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan | | FOR | | | ▪The approval of the Amended 2004 Plan would make an additional 73,600,000 shares of common stock available for issuance pursuant to share-based compensation awards granted under the plan. ▪The Board is asking stockholders to approve the Amended 2004 Plan so that we may continue to use stock options, restricted stock, restricted stock units and other share-based compensation awards to attract and retain employees. | The Board recommends a vote FOR this Proposal Further information beginning on page 96. | | | 4 | | | |
Positioned for Fiscal Year 2026
| | BOARD PROPOSAL NO. 4 | 96 | | | Approval of Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan | | | Vote required | | 96 | | Ownership of our stock | | 105 | | Common stock ownership of certain beneficial owners and management | | 105 | | Stockholder proposal | | 108 | | | STOCKHOLDER PROPOSAL | 108 | | | Independent Board Chairman | | | Vote required | | 110 | | Other matters | | 111 | | Questions and answers | | 111 | | Forward-looking statements | | 120 | | Reconciliation of GAAP measures to non-GAAP measures | | 121 | | Annex A: Fifth amended and restated HP Inc. 2004 stock incentive plan | | 122 |
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| 62 years old is the average age |
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47-55 56-65 66-74 Skills and qualification Business and management Current or former CEO* Customer experience Disruptive innovation Environmental and societal matters Finance and capital allocation Government and government affairs Human capital management International business and affairs Operations Risk management Strategic transactions; M&A Strategy Technology, cybersecurity and science * Standalone Company or Substantial Segment
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| 2026 Proxy statement | 11 |
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Skills, experience and attributes of our Director nominees
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| | | | | | | | | | | | | | | Business and management HP requires a Board well-versed in navigating complexity and capitalizing on business opportunities to further our innovation and growth. | | | | | | | | | | | | | | Current or former CEO Experience as a CEO of a standalone company or substantial segment. | | | | | | | | | | | | | | Customer experience HP’s customers are the foundation of our mission – we continually seek to better serve our customer base with products and solutions that inspire and innovate. | | | | | | | | | | | | | | Disruptive innovation We continually seek to reinvent the Print and PC industries to deliver amazing innovative experiences to our customers – having disruptive innovators on our Board helps inform our strategy. | | | | | | | | | | | | | | Environmental and societal matters Experience in environmental and social responsibility related issues and topics strengthens the Board’s oversight of HP’s policies and programs relating to these issues and reinforces HP’s commitment to sustainability and social responsibility. | | | | | | | | | | | | | | Finance and capital allocation It is essential that we have Directors with strong financial acumen and experience to provide sound oversight and guide our investment strategies and capital allocation. | | | | | | | | | | | | | | Government and government affairs Government and government affairs experience offers us insight into the regulatory environment of the many jurisdictions in which we operate, their legislative and administrative priorities, and the potential implications for our business. | | | | | | | | | | | | | | Human capital management Experience in talent development, managing compensation and establishing culture strengthens the Board’s oversight of HP’s key human capital management strategies and programs. | | | | | | | | | | | | | | International business and affairs HP operates in over 170 countries worldwide, making international business experience a vital perspective on our Board and enabling us to succeed in the many markets in which we operate. | | | | | | | | | | | | | | Operations HP operates one of the world’s largest supply chains – we benefit from Directors who have successfully led complex operations and can help us to optimize our business model. | | | | | | | | | | | | | | Risk management Experience identifying, assessing and managing a broad spectrum of risks enables directors to effectively oversee the most significant risks facing HP. | | | | | | | | | | | | | | Strategic transactions; M&A HP benefits from having Directors with experience leading organizations through significant strategic transactions, including mergers, acquisitions and divestitures. | | | | | | | | | | | | | | Strategy The dynamic and fast-moving markets in which HP operates globally require a Board with strong strategic insights gained through multi-faceted and challenging prior experiences. | | | | | | | | | | | | | | Technology, cybersecurity and science With our deep history of innovation and our reliance on cutting edge R&D, science and engineering, and the importance of cybersecurity to our business, we know that backgrounds in technology and user experience, cybersecurity policy, governance and risk management, and science and design, add valuable and vital components to our Board dialogue. | | | | | | | | | | | | | | Independent | | | | | | | | | | | | | | Tenure | 10 | 5 | 10 | 10 | 10 | 6 | 1 | 2 | 5 | 1 | 4 | 1 |
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| 12 | | Corporate governance and Board of Directors |
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Biographies of Director nominees The biographies describe each Director nominee’s qualifications and relevant experience. The biographies include key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the Board.
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| Chip Bergh | 68 | | | | | | | Chair, Independent | | | | | | | | | | | | | | Director since: 2015 Chair since: 2017 Current role: Senior Lecturer, Harvard Business School (since 2024) HP board committees: HR and Compensation; Nominating, Governance and Social Responsibility | | | | | | | | | Current public company boards ▪HP ▪e.l.f. Beauty, Inc. ▪Pinterest, Inc. Prior public company boards ▪Levi Strauss & Co. ▪VF Corporation | Qualifications: Prior business and other experience ▪President, Chief Executive Officer and Director, Levi Strauss & Co., a clothing company (September 2011–January 2024) ▪Group President, Global Male Grooming, Procter & Gamble Co. (2009–September 2011) ▪In 28 years at Procter & Gamble, Mr. Bergh served in a variety of executive roles, including managing business in multiple regions worldwide | | | | Other key qualifications Mr. Bergh brings to the Board extensive experience in executive leadership at large global companies and international business management. From his more than 40 years at Levi Strauss and Procter & Gamble, Mr. Bergh has a strong operational and strategic background with significant experience in brand management. He also brings public company governance experience as a board member and committee member of other public and private companies. | | | | | | Skills: | | | | | | | | | | | Business and management | | Environmental and societal matters | | Human capital management | | Risk management | | | | Current or former CEO | | Finance and capital allocation | | International business and affairs | | Strategic transactions; M&A | | | | Customer experience | | Government and government affairs | | Operations | | Strategy |
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| 2026 Proxy statement | 13 |
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| Bruce Broussard | 63 | | | | | | | | | | | | | | | | | | | | | Director since: 2021 Current role: Interim Chief Executive Officer, HP (since February 2026) HP board committees: N/A | | | | | | | | | Current public company boards ▪HP ▪Marsh & McLennan Companies, Inc. Prior public company boards ▪KeyCorp ▪Humana Inc. | Qualifications: Prior business and other experience ▪President, Chief Executive Officer, and Director (January 2013–July 2024) and Advisor (July 2024–February 2026), Humana, a health insurance company ▪Chief Executive Officer, McKesson Specialty/US Oncology, Inc. (January 2008–December 2011) ▪In 11 years at US Oncology, Inc., which was acquired by McKesson in December 2010, served in a number of senior executive roles, including Chief Financial Officer, President, Chief Executive Officer and Chairman of the Board | | | | Other key qualifications Mr. Broussard brings to the Board extensive experience in executive leadership at large global companies, international business management, healthcare and technology-enabled transformation. In addition, as HP’s Interim Chief Executive Officer, he provides valuable insight regarding the Company’s operations to the Board. From his roles at Humana and US Oncology, Mr. Broussard has significant experience in the healthcare and health technology sectors, including leading Humana through a multi-year digital and analytics transformation. He also provides venture capital and private equity experience, including work with early-stage digital health companies. He also brings public company governance experience as a board member and committee member of other public companies. | | | | | | Skills: | | | | | | | | | | | Business and management | | Finance and capital allocation | | Operations | | Technology, cybersecurity and science | | | | Current or former CEO | | Government and government affairs | | Risk management | | | | | | Customer experience | | Human capital management | | Strategic transactions; M&A | | | | | | Environmental and societal matters | | International business and affairs | | Strategy | | |
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| 14 | | Corporate governance and Board of Directors |
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| Stacy Brown-Philpot | 50 | | | | | | | Independent | | | | | | | | | | | | | | Director since: 2015 Current role: Founder and Managing Director; Cherryrock Capital, a venture capital firm (since 2023) HP board committees: Audit; Nominating, Governance and Social Responsibility | | | | | | | | | Current public company boards ▪HP Prior public company boards ▪Nordstrom, Inc. | Qualifications: Prior business and other experience ▪Member of Investment Committee, Softbank Opportunity Fund, a venture capital fund (June 2020-June 2023) ▪Chief Executive Officer, TaskRabbit, an online labor interface company (April 2016–August 2020) ▪Chief Operating Officer, TaskRabbit (January 2013–April 2016) ▪Entrepreneur-in-Residence, Google Ventures, the venture capital investment arm of Google, Inc., a technology company (“Google”) (May 2012–December 2012) ▪Senior Director of Global Consumer Operations, Google (2010–May 2012) | | | | ▪Prior to 2010, Ms. Brown-Philpot served in a variety of Director-level positions at Google ▪Prior to joining Google in 2003, Ms. Brown-Philpot served as a senior analyst and senior associate at the financial firms Goldman Sachs and PwC Other key qualifications Ms. Brown-Philpot brings to the Board extensive operational, analytical, financial, and strategic experience. In addition to her role as CEO of TaskRabbit, Ms. Brown-Philpot’s decade of experience leading various operations at Google and her prior financial experience from her roles at Goldman Sachs and PwC provide unique operational and financial experience to the Board. | | | | | | Skills: | | | | | | | | | | | Business and management | | Disruptive innovation | | Human capital management | | Risk management | | | | Current or former CEO | | Environmental and societal matters | | International business and affairs | | Strategy | | | | Customer experience | | Finance and capital allocation | | Operations | | Technology, cybersecurity and science |
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| 2026 Proxy statement | 15 |
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| Stephanie A. Burns | 71 | | | | | | | Independent | | | | | | | | | | | | | | Director since: 2015 Current role: Director HP board committees: Finance, Investment and Technology; HR and Compensation (Chair) | | | | | | | | | Current public company boards ▪HP ▪Corning Incorporated Prior public company boards ▪GlaxoSmithKline plc ▪Kellanova ▪Manpower, Inc. | Qualifications: Prior business and other experience ▪Chief Executive Officer, Dow Corning Corp., a silicon-based manufacturing company (2004–May 2011) ▪President, Dow Corning (2003–November 2010) ▪Executive Vice President, Dow Corning (2000–2003) | | | | Other key qualifications Dr. Burns has more than 30 years of global innovation and business leadership experience and brings significant experience in scientific research, product development, science and technology leadership, and business management to the Board. Her leadership experience includes growing Dow Corning Corporation through materials innovation, investing in solar applications and expanding into emerging markets. Dr. Burns also brings public company governance experience to the Board as a member of boards and board committees of other public companies. | | | | | | Skills: | | | | | | | | | | | Business and management | | Disruptive innovation | | International business and affairs | | Strategy | | | | Current or former CEO | | Environmental and societal matters | | Operations | | Technology, cybersecurity and science | | | | Customer experience | | Finance and capital allocation | | Risk management | | |
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| 16 | | Corporate governance and Board of Directors |
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| Mary Anne Citrino | 66 | | | | | | | Independent | | | | | | | | | | | | | | Director since: 2015 Current role: Senior Advisor and former Senior Managing Director, Blackstone, an investment firm (since 2004) HP board committees: Audit; Finance, Investment and Technology | | | | | | | | | Current public company boards ▪HP ▪Alcoa Corporation Prior public company boards ▪Health Net, Inc. ▪Dollar Tree Inc. ▪Barclays ▪Ahold Delhaize | Qualifications: Prior business and other experience ▪Managing Director, Global Head of Consumer Products Investment Banking Group, and Co-head of Health Care Services Investment Banking, Morgan Stanley (1986–2004) | | | | Other key qualifications The Board benefits from Ms. Citrino’s extensive experience advising a broad range of clients in the consumer products industry through her roles at Blackstone and Morgan Stanley. In addition, Ms. Citrino’s more than 30-year career as an investment banker provides the Board with substantial knowledge regarding business operations and strategy, finance and investment. She also brings public company governance experience as a member of boards and board committees of other public companies. | | | | | | Skills: | | | | | | | | | | | Business and management | | Human capital management | | Strategic transactions; M&A | | Technology, cybersecurity and science | | | | Finance and capital allocation | | Risk management | | Strategy | | |
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| 2026 Proxy statement | 17 |
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| Richard L. Clemmer | 74 | | | | | | | Independent | | | | | | | | | | | | | | Director since: 2020 Current role: Founding General Partner, Socratic Partners (since 2024), and Chairman, Privafy, Inc., Axon Networks, Pallidus and SecEdge, Inc. HP board committees: Audit; Finance, Investment and Technology Committee (Chair) | | | | | | | | | Current public company boards ▪HP ▪Seagate Technology Holdings plc ▪Qorvo, Inc. Prior public company boards ▪Aptiv PLC ▪NCR Corporation ▪NXP Semiconductors N.V. ▪i2 Technologies, Inc. | Qualifications: Prior business and other experience ▪Chief Executive Officer and Executive Director, NXP Semiconductors N.V., a semiconductor company (January 2009–May 2020) ▪Senior Advisor, Kohlberg Kravis Roberts & Co. (May 2007–December 2008) ▪President and Chief Executive Officer, Agere Systems Inc. (October 2005–April 2007) | | | | Other key qualifications Mr. Clemmer brings to the Board significant leadership experience in the high tech industry, including experience with semiconductor, storage, e-Commerce, and software companies, and brings valuable experience leading organizations through strategic transactions. In his roles at NXP Semiconductors and Agere Systems, Mr. Clemmer oversaw the successful execution of a number of key strategic transactions, including the acquisition and integration of several companies and business units. | | | | | | Skills: | | | | | | | | | | | Business and management | | Environmental and societal matters | | International business and affairs | | Strategy | | | | Current or former CEO | | Finance and capital allocation | | Operations | | Technology, cybersecurity and science | | | | Customer experience | | Government and government affairs | | Risk management | | | | | | Disruptive innovation | | Human capital management | | Strategic transactions; M&A | | |
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| 18 | | Corporate governance and Board of Directors |
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| Fama Francisco | 57 | | | | | | | Independent | | | | | | | | | | | | | | Director since: 2024 Current role: Chief Executive Officer, Baby, Feminine and Family Care, Procter & Gamble Company (since 2021) HP board committees: HR and Compensation; Nominating, Governance and Social Responsibility | | | | | | | | | Current public company boards ▪HP Prior public company boards ▪Organon & Co. Inc. | Qualifications: Prior business and other experience ▪CEO, Global Baby, Feminine and Family Care, Procter & Gamble, a consumer goods company (September 2021–Present) ▪CEO, Global Baby and Feminine Care, Procter & Gamble (July 2019-September 2021) ▪President, Global Baby Care, President Global Feminine Care, and other executive leadership roles of increasing responsibility at Procter & Gamble (April 1989–July 2019) | | | | Other key qualifications Ms. Francisco brings to the board extensive global consumer brand and product innovation experience. She also brings strong public company and board leadership experience. | | | | | | Skills: | | | | | | | | | | | Business and management | | Environmental and societal matters | | International business and affairs | | Strategy | | | | Current or former CEO | | Finance and capital allocation | | Operations | | | | | | Customer experience | | Government and government affairs | | Risk management | | | | | | Disruptive innovation | | Human capital management | | Strategic transactions; M&A | | |
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| 2026 Proxy statement | 19 |
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| David Meline | 68 | | | | Independent | | | | | | | | | | | | | | | | | Director since: 2023 Current role: Director HP board committees: Audit (Chair), Finance, Investment and Technology | | | | | | | | | Current public company boards ▪HP ▪ABB Ltd. ▪Lonza Group Ltd ▪Eikon Therapeutics, Inc. Prior public company boards ▪Pacific Biosciences of California, Inc. | Qualifications: Prior business and other experience ▪CFO, Moderna Inc., a biotechnology and pharmaceutical company (June 2020–September 2022) ▪CFO and Executive Vice President, Amgen Inc., a biotechnology company (July 2014– December 2019) ▪CFO and Senior Vice President (2011–2014) and Vice President, Corporate Controller and Chief Accounting Officer (2008–2011), 3M Company ▪In 20 years at General Motors, Mr. Meline served in a variety of finance and management roles | | | | Other key qualifications Mr. Meline brings to the Board deep background and breadth of experience in finance, capital allocation, manufacturing and technology. From his prior CFO roles at three global companies, Mr. Meline has experience driving operational performance, scaling growth businesses and delivering strong financial performance. Mr. Meline also provides the Board with substantial knowledge in the biotechnology and pharmaceutical sectors. | | | | | | Skills: | | | | | | | | | | | Business and management | | Finance and capital allocation | | Operations | | Technology, cybersecurity and science | | | | Customer experience | | Government and government affairs | | Risk management | | | | | | Disruptive innovation | | Human capital management | | Strategic transactions; M&A | | | | | | Environmental and societal matters | | International business and affairs | | Strategy | | |
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| 20 | | Corporate governance and Board of Directors |
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| Judith “Jami” Miscik | 67 | | | | Independent | | | | | | | | | | | | | | | | | Director since: 2021 Current role: Senior Advisor, Lazard Geopolitical Advisory Group (since 2022) HP board committees: Audit, Nominating, Governance and Social Responsibility | | | | | | | | | Current public company boards ▪HP ▪General Motors Company ▪Morgan Stanley Prior public company boards ▪EMC Corporation ▪Pivotal Software, Inc. | Qualifications: Prior business and other experience ▪CEO and Vice Chairman (2015-2022) and President (2009-2015), Kissinger Associates, Inc., a consulting firm ▪Global Head of Sovereign Risk, Lehman Brothers (2005–2008) ▪Distinguished 22-year career at the Central Intelligence Agency, including serving as the Deputy Director for Intelligence from 2002 to 2005 ▪Director for Intelligence Programs, National Security Council (1995–1996) | | | | Other key qualifications Ms. Miscik brings to the Board significant experience in international affairs, intelligence and risk assessment and a unique understanding of geopolitical and macroeconomic conditions and trends gained from her roles in the public and private sectors. | | | | | | Skills: | | | | | | | | | | | Current or former CEO | | Government and government affairs | | Risk management | | Technology, cybersecurity and science | | | | Finance and capital allocation | | International business and affairs | | Strategy | | |
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| 2026 Proxy statement | 21 |
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| Gianluca Pettiti | 47 | | | | Independent | | | | | | | | | | | | | | | | | Director since: 2025 Current role: Executive Vice President and President, Life Sciences, Diagnostics and Applied , Thermo Fisher Scientific Inc. (since 2022) HP board committees: Finance, Investment and Technology, HR and Compensation Committee | | | | | | | | | Current public company boards ▪HP Prior public company boards ▪Butterfly Network, Inc. | Qualifications: Prior business and other experience ▪Executive Vice President and President, Life Sciences, Diagnostics and Applied, Thermo Fisher Scientific, a life science and clinical research company (2022-Present) ▪Senior Vice President and President, Specialty Diagnostics, Thermo Fisher Scientific (2019-2021) ▪Various global positions including President, Biosciences (2018-2019) and President, China (2015-2017), Thermo Fisher Scientific | | | | Other key qualifications Mr. Pettiti is a global business executive and thought leader at the intersection of technology, life sciences, and diagnostics who has built a broad international career spanning Europe, South America, China, and the United States. He also brings to the Board experience leading the digital, AI and innovation initiatives at Thermo Fisher Scientific, Inc. | | | | | | Skills: | | | | | | | | | | | Business and management | | Finance and capital allocation | | Operations | | Technology, cybersecurity and science | | | | Current or former CEO | | Government and government affairs | | Risk management | | | | | | Customer experience | | Human capital management | | Strategic transactions; M&A | | | | | | Disruptive innovation | | International business and affairs | | Strategy | | |
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| 22 | | Corporate governance and Board of Directors |
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| Kim K.W. Rucker | 59 | | | | Independent | | | | | | | | | | | | | | | | | Director since: 2021 Current role: Director HP board committees: Audit, Nominating, Governance and Social Responsibility (Chair) | | | | | | | | | Current public company boards ▪HP ▪Celanese Corporation ▪Marathon Petroleum Corporation ▪GE Vernova Prior public company boards ▪Lennox International Inc. | Qualifications: Prior business and other experience ▪Executive Vice President, General Counsel and Secretary, Andeavor, an integrated marketing, logistics and refining company, and General Counsel of Andeavor Logistics LP, a midstream energy infrastructure and logistics company (2016-2018) ▪Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary, Kraft Foods Group, Inc., a food and beverage company (2012–2015) ▪Senior Vice President, General Counsel and Chief Compliance Officer (2008–2012) and Corporate Secretary (2009–2012), Avon Products, Inc. ▪Senior Vice President, Corporate Secretary and Chief Governance Officer, Energy Future Holdings Corp. (formerly TXU Corp.) (2004–2008) ▪Former Partner in the Corporate & Securities group at Sidley Austin LLP, a law firm | | | | Other key qualifications Ms. Rucker is a seasoned business executive who brings to the Board decades of leadership, corporate governance, strategic transactions, and human capital experience. She has substantial experience in a wide array of business matters, including those facing customer-driven and marketing companies. Moreover, her experience as a former General Counsel and partner at an international law firm provides the Board with valuable insight on issues relating to complex transactions, regulatory matters, law, corporate governance, internal and external communications, government affairs and community involvement activities. | | | | | | Skills: | | | | | | | | | | | Business and management | | Finance and capital allocation | | International business and affairs | | Strategy | | | | Customer experience | | Government and government affairs | | Risk management | | | | | | Environmental and societal matters | | Human capital management | | Strategic transactions; M&A | | |
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| 2026 Proxy statement | 23 |
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| Songyee Yoon | 50 | | | | Independent | | | | | | | | | | | | | | | | | Director since: 2025 Current role: Founder and Managing Partner, Principal Venture Partners HP board committees: Audit, Finance, Investment and Technology Committee | | | | | | | | | Current public company boards ▪HP Prior public company boards ▪None | Qualifications: Prior business and other experience ▪Founder and Managing Partner, Principal Venture Partners, L.P., a venture capital fund (2024-Present) ▪Various positions of increasing responsibility at NCSoft Corporation, a digital entertainment and publishing company (2008-2023), including President, Chief Strategy Officer, and Chief Executive Officer of NCWest ▪Vice President, Communications Intelligence, SK Telecom (2004-2007), a wireless telecommunications company ▪Engagement Manager, McKinsey & Company (2000-2002), a management consulting company | | | | Other key qualifications Ms. Yoon brings the Board significant experience in technology, AI, and international business. Her venture fund, Principal Venture Partners, L.P., focuses on investments in AI-native companies, and as former President and Chief Strategy Officer of NCSoft, she led global expansion and AI integration across multiple countries. | | | | | | Skills: | | | | | | | | | | | Business and management | | Environmental and societal matters | | Operations | | Technology, cybersecurity and science | | | | Current or former CEO | | Finance and capital allocation | | Risk management | | | | | | Customer experience | | Human capital management | | Strategic transactions; M&A | | | | | | Disruptive innovation | | International business and affairs | | Strategy | | |
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| 24 | | Corporate governance and Board of Directors |
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How we are selected Identifying and evaluating candidates for Director The NGSR Committee uses a variety of methods for identifying and evaluating nominees for Director. The NGSR Committee, in consultation with the Chair, regularly assesses the appropriate size of the Board and candidates and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the NGSR Committee considers various potential candidates for Director. Candidates may come to the attention of the NGSR Committee through current Board members, professional search firms, stockholders or other persons. As part of the search process for each new Director, the NGSR Committee actively seeks out candidates with a broad range of skills, experiences and backgrounds to include in the pool from which Director candidates are chosen. Identified candidates are evaluated at regular or special meetings of the NGSR Committee and may be considered at any point during the year. Director nominees and Director nominees’ experience and qualifications
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| HP does not use mandatory retirement age or term limits for directors as formal refreshment mechanisms; however, we actively monitor the tenure of our Directors with a view that our average tenure should not exceed ten years and Directors with greater than ten years of service should be closely evaluated. |
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The Board annually reviews the desired skills and qualifications of Directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. The Board believes that its members should possess broad skills, professional experience, and backgrounds in order to effectively oversee our business. The Board believes that each Director should possess certain attributes, as reflected in the Board membership criteria described below. Our Corporate Governance Guidelines contain the current Board membership criteria that apply to nominees recommended for a position on the Board. Under those criteria, Directors should: ▪have the highest professional and personal ethics and values, consistent with our long-standing values and standards; ▪have broad experience at the policy-making level in business, government, education, technology or public service; ▪be committed to enhancing stockholder value and represent the interests of all of our stockholders; and ▪have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience (which means that Directors’ service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to responsibly perform all Director duties). In addition, the NGSR Committee takes into account a potential Director’s ability to contribute to the variety of skills and experience represented on the Board, and it reviews its effectiveness in balancing these considerations when assessing the composition of the Board. Although the Board uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees. Our Corporate Governance Guidelines can be found on our website at https://investor.hp.com/governance/governance-documents/default.aspx. In addition, our Bylaws require that to be qualified to serve as a Director and to be eligible to be a Director nominee, each Director and Director nominee: ▪must not have been an officer or director of a company that is a competitor of HP within the prior three years; and ▪must not be a named subject of a criminal proceeding (excluding traffic violations and other minor offenses) pending as of the date HP first mails the proxy materials that include the name of the nominee and, within the ten years preceding such date, must not have been convicted in such a criminal proceeding. The Board believes that all the nominees named above are highly qualified and have the skills and experience required for effective service on the Board. All the nominees named above have indicated to us that they will be available to serve as Directors. In the event that any nominee should become unavailable, the proxy holders, Bruce Broussard, Julie Jacobs and Whitney Cox, will vote for a substitute nominee or nominees designated by the Board, if it decides to do so. If any substitute nominees are so designated, we will file an amended proxy statement or additional soliciting material that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement or additional soliciting material and to serve as Directors if elected, and includes certain biographical and other information about such nominees required by the applicable SEC rules. There are no family relationships among our executive officers and Directors.
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| 2026 Proxy statement | 25 |
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Annual self-evaluation Annually, the Board and each Committee conduct a self-evaluation, overseen by the NGSR Committee. This year's annual evaluation process is summarized below.
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| 1 | Evaluation process and assessment | | | The NGSR Committee, working with the independent Chair, determines the process, scope and contents of the Board’s annual self-evaluation. As part of this process, tailored questionnaires for the Board and each Committee are prepared and reviewed prior to the distribution to each of the Directors. Topics include: ▪Board and Committee roles, effectiveness, and topical focus ▪Board and Committee composition, size and culture ▪Board and Committee oversight of strategic priorities, governance and risk matters ▪Access to management and ability to act independently | | 2 | Review and discussion | | | Following completion of the questionnaires, either the independent Chair or Chair of the NGSR Committee meets with each director individually to solicit feedback. The results of the Committee evaluations are shared with the Chairs of each Committee on an anonymized basis. The Chair of the NGSR Committee then provides the NGSR Committee and the Board with a summary of responses to the questionnaires. Separately, each Committee Chair additionally reviews the applicable Committee self-evaluation results with members of the relevant Committee. | | 3 | Feedback incorporated | | | Policies and practices are enhanced as a result of the self-evaluation results. Examples include enhancements to the Board’s oversight of developing strategy and risk topics, enhancing the Board’s oversight of leadership development, and enhancements to governance practices and procedures. |
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Stockholder recommendations and nominations The policy of the NGSR Committee is to consider properly submitted stockholder recommendations of candidates for the Board. Following verification of the stockholder status of individuals proposing candidates, recommendations are considered collectively by the NGSR Committee at a regularly scheduled meeting. If any materials are provided by a stockholder in connection with the recommendation of a Director candidate, such materials are forwarded to the NGSR Committee. In evaluating such recommendation, the NGSR Committee seeks to achieve a balance of a broad range of skills and experience. The NGSR Committee evaluates nominees recommended by stockholders using the same criteria it uses to evaluate all other candidates. Any stockholder recommendations submitted for consideration by the NGSR Committee should include verification of the stockholder status of the person submitting the recommendation and the recommended candidate’s name and qualifications for Board membership and should be addressed to our Corporate Secretary at HP Inc., 1501 Page Mill Road, Palo Alto, California 94304. In addition, our Bylaws permit stockholders to nominate Directors for consideration at an annual stockholder meeting and, under certain circumstances, to include their nominees in the HP proxy statement. For a description of the process for nominating Directors in accordance with our Bylaws, see “Questions and answers—Voting information.”
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| 26 | | Corporate governance and Board of Directors |
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How we are organized
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| Name | Audit | Finance, Investment and Technology | HR and Compensation | Nominating, Governance and Social Responsibility | | Independent Directors | | | | | | Chip Bergh | | | | | | Stacy Brown-Philpot | | | | | | Stephanie A. Burns | | | | | | Mary Anne Citrino | | | | | | Richard L. Clemmer | | | | | | Fama Francisco | | | | | | David Meline | | | | | | Judith “Jami” Miscik | | | | | | Gianluca Pettiti | | | | | | Kim K.W. Rucker | | | | | | Songyee Yoon | | | | | | Other Directors | | | | | | Bruce Broussard | | | | |
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| | Member | | Chair | | Audit committee “financial expert” |
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| 2026 Proxy statement | 27 |
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| Audit Committee | | | Chair: David Meline | Specific duties and responsibilities of the Audit Committee include, among other things: Independent Registered Public Accounting Firm ▪overseeing the appointment, compensation, retention, and performance of the Independent Registered Public Accounting Firm and 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. Audit & non-audit services; financial statements; audit report ▪reviewing and approving the scope of the independent registered public accounting firm’s audit, audit-related services and related fees; and ▪overseeing and reviewing our financial reporting processes and the audit of our financial statements, including the effectiveness of our financial reporting processes and functions. Disclosure controls; internal controls & procedures; legal compliance ▪overseeing and reviewing our disclosure controls and procedures, internal controls, internal audit function, and corporate policies with respect to financial information and earnings guidance; ▪overseeing and reviewing the adequacy and effectiveness of HP’s cybersecurity, information and technology security, and data protection programs, procedures, and policies; and ▪overseeing compliance with legal and regulatory requirements. Risk oversight and assessment ▪overseeing and reviewing our significant strategic, enterprise and other 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 management’s establishment of effective governance, programs, and processes to identify, assess, and mitigate such risks; ▪reviewing key functional and business risk areas, including specific critical risks identified by our enterprise risk management program; and ▪reviewing other risks relating to the matters described above and management’s approach to addressing these risks. | | | | | Other members: Stacy Brown-Philpot Mary Anne Citrino Richard L. Clemmer Judith “Jami” Miscik Kim K.W. Rucker Songyee Yoon Number of meetings: 9 | | | We have an Audit Committee established in accordance with the requirements of the Securities Exchange Act of 1934, as amended. 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. | |
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The Board determined that Mr. Meline, Chair of the Audit Committee, and each of the other Audit Committee members (Ms. Brown-Philpot, Ms. Citrino, Mr. Clemmer, Ms. Miscik, Ms. Rucker and Ms. Yoon) are independent within the meaning of the New York Stock Exchange (“NYSE”) and SEC standards of independence for directors and audit committee members and have satisfied the NYSE financial literacy requirements. Audit Committee Financial Experts The Board also determined that each of Ms. Brown-Philpot, Ms. Citrino, Mr. Clemmer, Mr. Meline and Ms. Yoon is an “audit committee financial expert” as defined by SEC rules. The report of the Audit Committee is included on pages 48-49.
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| 28 | | Corporate governance and Board of Directors |
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| | Finance, Investment and Technology Committee | | | | Chair: Richard L. Clemmer | The Finance, Investment and Technology (“FIT”) Committee’s responsibilities and duties include, among other things: Treasury matters ▪reviewing or overseeing significant treasury matters such as capital structure and capital allocation strategy, derivative policy, global liquidity, fixed income investments, borrowings and credit facilities, debt issuances and redemptions, currency exposure, dividend policy, share issuances and repurchases, employee benefit fund matters and plan performance, and capital spending. M&A transactions & strategic alliances ▪overseeing and periodically reviewing with management, significant mergers, acquisitions, divestitures, joint ventures, strategic equity investments or other minority investments, strategic alliances, or similar transactions (“Strategic Transactions”); and ▪overseeing our integration planning and execution and the financial results of such transactions after integration. Capital allocation ▪reviewing and overseeing capital investing decisions, capital structure, and the allocation of free cash flow; and ▪reviewing and overseeing the execution of HP’s strategic plans and capital allocation strategies. Technology strategies & guidance ▪overseeing and periodically reviewing with management, the scope, direction, quality, incubation of, and investment levels in, our technology, and execution of our technology strategies; and ▪overseeing and periodically reviewing with management, technology management related to Strategic Transactions and other transactions, including HP’s or a third-party’s technology or intellectual property as it may pertain to, among other things, Strategic Transactions, market entry and exit, new business divisions and spin-offs, R&D investments, and key competitor and partnership strategies. Risk oversight and assessment ▪overseeing the execution of derivatives and financial risk hedging strategy; ▪assessing risk and return of financial investments and managing risk levels in the deployment of capital; ▪reviewing acquisition and integration risks associated with M&A transactions and strategic alliances; and ▪reviewing other risks relating to the matters described above and management’s approach to addressing these risks. | | | | | | | Other members: Stephanie A. Burns Mary Anne Citrino David Meline Gianluca Pettiti Songyee Yoon Number of meetings: 5 | | | | The FIT Committee provides oversight of the finance and investment functions of HP. | |
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| 2026 Proxy statement | 29 |
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| | Nominating, Governance and Social Responsibility Committee | | | | Chair: Kim K.W. Rucker | Specific duties and responsibilities of the NGSR Committee include, among other things: Board matters ▪establishing criteria for Board membership, identifying individuals qualified to serve as directors, and recommending to the Board candidates to be elected or nominated for election as Directors, as well as Director succession planning; ▪overseeing and reviewing the size, composition, operation, and calendar of the Board and recommending assignments of Directors to Board committees and chairs of Board committees; and ▪periodically reviewing the Board’s leadership structure, recommending changes to the Board as appropriate. HP governing documents & corporate governance guidelines & other policies ▪overseeing and reviewing our governance practices, including our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines and related policies, governance structures, and director-led engagements with HP’s stakeholders concerning such matters. Environmental and societal matters ▪overseeing significant strategies, policies, positions, and goals relating to global citizenship, sustainability, climate change, human rights, and digital equity, as well as the impact of HP’s operations on employees, customers, suppliers, partners, and communities worldwide; ▪reviewing HP’s annual “Sustainable Impact Report,” which addresses HP’s supply chain and environment and sustainability performance; and ▪overseeing the policies and programs relating to, and the way HP conducts, its government relations activities. Risk oversight and assessment ▪identifying, evaluating, and monitoring social, political, and environmental trends, issues, concerns, and risks; ▪monitoring legislative proposals and regulatory developments that could significantly affect the public affairs of HP; and ▪reviewing other risks relating to the matters described above and management’s approach to addressing these risks. | | | | | | | Other members: Chip Bergh Stacy Brown-Philpot Fama Francisco Judith “Jami” Miscik Number of meetings: 5 | | | | 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. | |
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The Board determined that Ms. Rucker, who serves as Chair of the NGSR Committee, and each of the other NGSR Committee members (Mr. Bergh, Ms. Brown-Philpot, Ms. Francisco and Ms. Miscik) are independent within the meaning of the NYSE director independence standards.
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| 30 | | Corporate governance and Board of Directors |
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| | HR and Compensation Committee | | | | Chair: Stephanie A. Burns | Specific duties and responsibilities of the HRC Committee include, among other things: Executive compensation philosophy, peer group, plan design, & performance reviews ▪reviewing the overall compensation philosophy and strategy with respect to HP’s executive officers and reviewing and approving short-term and long-term incentive plan design, structure and goals; ▪conducting annual performance evaluation of the CEO and recommending all elements of the CEO’s compensation to the independent members of the Board for their review and approval; and ▪reviewing and approving goals and objectives relevant to other executive officer compensation, evaluating performance based on evaluations undertaken by the CEO and reviewed by the HRC Committee and determining their compensation in accordance with those goals and objectives. 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 perquisites and approving any material new employee benefit plan or change to an existing plan. Director compensation ▪overseeing compensation policies and practices for service on the Board and its committees and recommending to the Board any changes to director compensation. Executive succession planning & leadership development ▪reviewing senior management selection, recommending the appointment of corporate officers to the Board for approval, overseeing succession planning and leadership development, including guiding the CEO succession planning process in partnership with the Chairman and full Board. People processes and culture ▪reviewing employee engagement and employee initiatives including key training and development programs and results of employee engagement surveys; and ▪monitoring key metrics to evaluate the workforce including workforce attrition and retention, headcount, pay equity, talent and learning, employee engagement, key hires, and restructuring. Risk oversight and assessment ▪assessing whether HP’s overall human resources and compensation structures, policies, programs, and practices establish appropriate incentives and leadership development opportunities for management and other employees, and confirming they do not encourage improper risk taking. | | | | | | | Other members: Chip Bergh Fama Francisco Gianluca Pettiti Number of meetings: 7 | | | | 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. | |
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The Board determined that Dr. Burns, who serves as Chair of the HRC Committee, and each of the other HRC Committee members (Mr. Bergh, Ms. Francisco and Mr. Pettiti) are independent within the meaning of the NYSE standards of independence for directors and compensation committee members. The HRC Committee may delegate any of its duties and responsibilities, including the administration of equity incentive or employee benefit plans, to a subcommittee, the Chair, one or more members of the Committee, another director, or other persons, including HP personnel unless otherwise prohibited by applicable laws or regulations.
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| 2026 Proxy statement | 31 |
Compensation Committee Interlocks and Insider Participation
| Name | Fees earned or paid in cash(1) ($) | Stock awards(2) ($) | All other compensation ($) | Total compensation ($) | | Aida Alvarez | 49,082 | — | — | 49,082 | | Robert R. Bennett | 49,082 | — | — | 49,082 | | Chip Bergh | 200,000 | 345,022 | — | 545,022 | | Bruce Broussard(3) | 28,338 | 345,022 | — | 373,360 | | Stacy Brown-Philpot | 111,676 | 230,015 | — | 341,691 | | Stephanie A. Burns | 111,676 | 230,015 | — | 341,691 | | Mary Anne Citrino | — | 345,022 | — | 345,022 | | Richard L. Clemmer | 23,338 | 345,022 | — | 368,360 | | Fama Francisco | 111,676 | 230,015 | — | 341,691 | | David Meline | 149,947 | 230,015 | — | 379,962 | | Judith “Jami” Miscik | 111,676 | 230,015 | — | 341,691 | | Gianluca Pettiti(4) | 79,073 | 234,863 | — | 313,936 | | Kim K.W. Rucker | 135,014 | 230,015 | — | 365,029 | | Songyee Yoon(4) | 83,388 | 243,903 | — | 327,291 | | Enrique Lores(5) | — | — | — | — |
Songyee Yoon
Fiscal 2025 compensation highlights For fiscal 2025, the HRC Committee made no material changes from our fiscal 2024 incentive designs. We believe our executive compensation programs effectively align real pay delivery with critical financial and strategic non-financial goals and reinforce our commitment to year-over-year improvement and a growth-oriented strategy. It also provides a stable and consistent message to both stockholders and participants, offering an attractive pay-for-performance incentive that encourages retention and leadership engagement. We provide competitive target compensation opportunities, with the amounts and mix of pay consistent with peers. Target Total Direct Compensation (“TDC”) was set within a competitive range of the market with variations based on each executive’s experience, individual performance and skills, advancement potential and consideration of internal equity. TDC consists of base salary, target annual incentives expressed as a percentage of base salary, and the target value of long-term incentives. Our short-term incentive plan aligns with core financial metrics and MBOs, which are critical value drivers for stockholders to maximize the value of their investments. For fiscal 2025, NEOs earned annual incentives averaging 67.3% of target. Individual bonuses varied from 64.8% to 71.1% of target with HP’s President & CEO’s bonus equal to 64.8% of target. These results reflected performance after adjusting for the significant impact of tariffs on our business in fiscal 2025, as discussed in more detail on page 62. With the adjustments, the Company achieved below target results with respect to GAAP net revenue, adjusted non-GAAP operating profit, and non-GAAP free cash flow. In addition to adjustments for the impact of tariffs, the HRC Committee exercised its discretion to reduce the financial performance factor in order to create parity with the bonus plan for the broader group of employees within the Company. Finally, twenty-five percent of target annual incentives are contingent upon the achievement of individualized qualitative objectives that we believe will contribute to HP’s long-term success including Leadership and Culture, People, and Sustainable Impact. NEOs successfully delivered progress against their MBOs as detailed on pages 63-64.
Songyee Yoon
Our long-term incentive program aligns actual pay with performance with a significant portion of variable compensation at risk to support our growth-oriented strategy. For fiscal 2025, the performance-based equity portion of long-term incentive grant value remained weighted at 70% for HP’s President & CEO and remained weighted at 60% for the rest of the NEOs. The remaining 30% or 40%, as applicable, of long-term incentive grant value was delivered in the form of RSUs primarily intended to increase stock ownership among our NEOs, while also supporting retention and incentivizing NEOs to maximize value for our stockholders. The value of RSUs is tied to stock price and reinvested dividend equivalents. For the 2023-2025 performance period, NEOs received payouts for fiscal 2023 PARSUs of 80.2%. The average PARSU EPS payout was below target at 80.2% after adjustment due to tariff impacts, while the fiscal 2023-2025 TSR modifier approximated the 35th percentile of the S&P 500, resulting in no additional payout. The second tranche of fiscal 2023 PCSOs vested in fiscal 2025 upon meeting both the stock price hurdle and service conditions. The second tranche of fiscal 2022 PCSOs was forfeited in early fiscal 2026 due to not meeting the stock price hurdle within the 4-year performance period. We continued our strong compensation governance practices. We periodically review our executive compensation program for peer group alignment and strategic relevance as part of a long-standing compensation governance process that includes stockholder engagement. At the annual meeting in 2025, our say-on-pay proposal was approved by over 93% of the voted shares, indicating significant stockholder support and reinforcing our decision to make only limited changes to the program. No changes were made to the program as a result of the 2025 say-on-pay vote.
Songyee Yoon
| Pay component | Role | Determination factors | | Base salary 10% | ▪Provides a fixed portion of annual cash income | ▪Value of role in the competitive marketplace ▪Value of role to the Company ▪Skills, experience and individual performance compared to the market as well as others in the Company | | Annual incentive 13% Payments to executives for annual incentive purposes, made under the HP Inc. 2004 Stock Incentive Plan, as amended and restated (the “2004 Stock Incentive Plan”) | ▪Provides a variable and performance-based portion of annual cash income ▪Focuses executives on annual objectives that support our long-term strategy and the creation of value | ▪Target awards are based on the competitive marketplace, position level, and the executive’s skills and performance ▪75% of actual awards are based on performance against annual corporate business unit financial metrics and individual goals as set and approved by the HRC Committee. Financial metrics are: —GAAP net revenue —Adjusted non-GAAP operating profit —Non-GAAP free cash flow ▪25% of actual awards are based on performance against individualized MBOs relating to Leadership and Culture, People, and Sustainable Impact | | Long-term incentive ▪PARSUs ▪RSUs 77% | ▪Supports long-term sustained performance and growth-oriented strategy ▪Performance goals align interests of executives and stockholders, reflecting the time-horizon and risk to investors ▪Focuses executives on critical long-term performance goals ▪Encourages equity ownership, further aligning interests of executives and stockholders ▪Retains key employees | ▪Target awards are based on the competitive marketplace, position level, and the executive’s skills and performance ▪Actual earned values are based on performance against a corporate KGA revenue goal, EPS goals, relative TSR performance and stock price performance | | All others ▪Benefits ▪Limited perquisites ▪Severance protection | ▪Supports the health and security of our executives and their ability to save on a tax-deferred basis ▪Enhances executive productivity | ▪Competitive market practices for similar roles ▪Level of executive ▪Standards of best-in-class compensation governance |
CEO
| | 6% Base salary | | | 12% Annual incentive | | | 82% Long-term incentive |
Other NEOs
| | 11% Base salary | | | 13% Annual incentive | | | 76% Long-term incentive |
Roles and responsibilities
| Advisor to the HRC committee | | The HRC Committee continued to retain Semler Brossy as its independent consultant during fiscal 2025 and worked with them and management on all aspects of our compensation program for senior executives. Semler Brossy: ▪provides analyses and recommendations that inform the HRC Committee’s decisions; ▪identifies peer group companies for competitive market comparisons; ▪evaluates market pay data and competitive-position benchmarking; ▪provides analyses and inputs on program structure, performance measures, and goals; ▪provides updates on market trends and the regulatory environment as it relates to executive compensation; ▪advises the HRC Committee on best practices in governance and oversight of human capital management; ▪conducts an independent compensation risk assessment; ▪reviews various management proposals presented to the HRC Committee related to executive and Director compensation; and ▪works with the HRC Committee to validate and strengthen the pay-for-performance relationship and alignment with stockholder interests. Semler Brossy does not perform other services for HP and will not do so without the prior consent of the HRC Committee chair. Semler Brossy meets with the HRC Committee chair and the HRC Committee outside the presence of management while in executive session. The HRC Committee has assessed the independence of Semler Brossy pursuant to the applicable rules and determined that its engagement does not raise any conflict of interest. Semler Brossy participated in all HRC Committee meetings and, when requested by the HRC Committee chair, in the preparatory meetings and executive sessions. |
Roles and responsibilities
Process for setting and awarding executive compensation The factors considered when determining pay opportunities for our NEOs are market competitiveness, experience, individual performance and skills, advancement potential and internal equitability. The weight given to each factor is not formulaic and may differ from year to year or by individual NEO. The HRC Committee spends significant time determining the appropriate goals for our annual and long-term incentive programs, which make up the majority of NEO compensation. Management makes an initial recommendation of the goals, which is then assessed by the HRC Committee’s independent compensation consultant and discussed and approved by the HRC Committee. Major factors considered in setting financial goals for each fiscal year are business results from the most recently completed fiscal year, budgets and strategic plans, macroeconomic factors, announced guidance and analyst expectations, industry performance and trends and strategic initiatives. The Committee also allows for adjustments to performance results for extraordinary factors that are hard to predict or control, such as material changes to foreign exchange rates or unexpected changes in tax rates or tariffs. MBOs link individual executive performance on focus areas such as Leadership and Culture, People, and Sustainable Impact. Following the close of the fiscal year, the HRC Committee reviews actual financial results and MBO performance against the goals that it had set for that year, with payouts under the programs determined based on performance against the established goals. The HRC Committee meets in executive session to review the MBO performance of the CEO and to determine a recommendation for his annual incentive award to be approved by the independent members of the Board. See “2025 Annual incentives” below for a further description of our results and corresponding incentive payouts.
Roles and responsibilities
Use of comparative compensation data The HRC Committee reviews the compensation of our Section 16 officers in comparison to that of executives in similar positions at our peer group companies. Our peer group includes companies we compete with for executive talent due to our geographical proximity and technology industry overlap. The HRC Committee uses this information to evaluate how our pay levels and practices compare to market practices. When determining the peer group, the following characteristics were considered with exceptions made based on the HRC Committee’s determination with respect to labor-market relevance: ▪Direct talent market peers. ▪U.S.-based companies in the technology sector (excluding distributors, contract manufacturers and outsourced services/IT consulting) with revenues or market cap between 20% and 500% that of HP. ▪Select general industry companies (industrials and consumer products) generally meeting size and business criteria that are top-brands and have maintained business continuity. ▪Review of the peer companies chosen by companies within our proposed peer group and peer business similarity, to evaluate relevance. We believe the resulting peer group provides HP and the HRC Committee with a valid comparison and benchmark for the Company’s executive compensation program and governance practices. The following adjustments were made to the peer group for the fiscal 2025 review and going forward for fiscal 2026.
Fiscal 2025 group
2025 annual incentives The Fiscal 2025 Annual Incentive Plan for the Executive Leadership Team (“ELT”) consisted of the following three core financial metrics: GAAP net revenue, adjusted non-GAAP operating profit, and non-GAAP free cash flow. Revenue, operating profit and free cash flow are critical value drivers with respect to the long-term commitment that we have made to stockholders to maximize the value of their investments. In fiscal 2025, each individual metric may fund up to 200% of target; and the maximum annual incentive for each executive is also capped at 200% of target. A fourth component, MBOs, was used to further drive individual performance and achievement of key strategic goals. Each financial metric and the MBOs were weighted at 25% of the target award value. The target annual incentive awards for fiscal 2025 were set at 200% of base salary earned for the CEO and 135% of base salary earned for the role of the CFO and the President Personal Systems. The target annual incentive award for the Chief Commercial Officer and the Chief Legal Officer and General Counsel was set at 100% of base salary earned. In addition, payment under the annual incentive plan is contingent on an NEO’s continued service through the end of the applicable fiscal year and subject to the overall discretion of the HRC Committee. Fiscal 2025 annual incentive plan
Fiscal 2025 group
(1)Payout governors include that HP adjusted non-GAAP operating profit will need to be achieved at threshold to be eligible for any award related to the GAAP net revenue component. Also, maximum funding for non-GAAP free cash flow is capped at 150% of target if adjusted non-GAAP operating profit achievement was below target and is capped at 100% of target if adjusted non-GAAP operating profit achievement was below threshold. Maximum and threshold information are not disclosed because such disclosure would result in competitive harm. However, goals are set at levels we believe to be achievable in connection with strong performance. (2)Interpolated for performance between discrete points. Each individual metric may fund up to 200% of target, and the maximum annual incentive for each executive is capped at 200% of target. The specific metrics, their linkage to corporate results, and the weighting that was placed on each were chosen because the HRC Committee believed that: ▪Performance against these metrics, in combination, enhances value for stockholders, capturing both the top and bottom line, as well as cash and capital efficiency. ▪A balanced weighting of metrics limits the likelihood of rewarding executives for excessive risk-taking. ▪Different measures avoid paying for the same performance twice. ▪MBOs address a range of important topics, including focus areas on Leadership and Culture, People, and Sustainable Impact, which are important to the long-term success of the Company and shareholders. For fiscal 2025, the amount each named executive officer earned under the Annual Incentive Plan was calculated as follows:
Fiscal 2025 group
| Target Annual Bonus (as percentage of NEO base salary earned)X | Financial Performance Metrics (75%) | + | Individual Non-Financial Performance Metric (MBOs) (25%) | = | Annual Incentive Payout |
Fiscal 2025 group
| Financial performance metrics | Definition(1) | Rationale for metric | | 25% GAAP Net Revenue | Net revenue as reported in our Annual Report on Form 10-K for fiscal 2025 | Reflects top line financial performance, which is a strong indicator of our long-term ability to drive stockholder value | | 25% Adjusted Non-GAAP Operating Profit(2) | Non-GAAP operating profit, as defined and reported in our fourth quarter fiscal 2025 earnings press release (of $4.1 billion in fiscal 2025) and further adjusted by excluding bonus, as summarized in footnote (2) below | Reflects operational financial performance, which is directly tied to stockholder value on a short-term basis. Provides stronger alignment with our long-term strategic and financial plans | | 25% Non-GAAP Free Cash Flow(3) | Net cash provided by operating activities adjusted for net investments in leases from integrated financing and net investments in property, plant, equipment and purchased intangibles as reported in our fourth quarter fiscal 2025 earnings press release and summarized in footnote (3) below | Reflects cash management practices, including working capital and capital expenditures, enabling the Company to pursue opportunities that contribute to long-term stockholder value |
Fiscal 2025 group
(1)For purposes of establishing financial performance results under the Fiscal 2025 Annual Incentive Plan, our financial results, whether reported in accordance with GAAP or a non-GAAP measure, may be further adjusted as permitted by guidelines approved by the HRC Committee at the time of establishing the fiscal 2025 financial goals. (2)As summarized above, adjusted non-GAAP operating profit is a non-GAAP measure that is defined as GAAP operating profit (of $3.2 billion in fiscal 2025) (i) adjusted to exclude costs of $0.9 billion related to restructuring and other charges, acquisition and divestiture charges, amortization of intangible assets, and certain litigation charges and (ii) further adjusted to exclude bonus. This additional non-GAAP information is not intended to be considered in isolation or as a substitute for GAAP operating profit. (3)As summarized above, non-GAAP free cash flow is a non-GAAP measure that is defined as net cash provided by operating activities ($3.7 billion in fiscal 2025) adjusted to exclude the impact of net investments in leases from integrated financing ($131 million in fiscal 2025) and net investments in property, plant, equipment and purchased intangibles ($897 million in fiscal 2025). This additional non-GAAP information is not intended to be considered in isolation or as a substitute for net cash provided by operating activities. Following fiscal 2025, the HRC Committee reviewed performance against the financial metrics and certified the results as follows: Fiscal 2025 annual incentive performance against financial metrics
Fiscal 2025 group
| Metric | Weight(1) | Target ($ in billions) | Result (2) ($ in billions) | Percentage of target annual incentive funded | | GAAP Net Revenue | 25.0% | $55.4 | $55.0 | 22.9% | | Adjusted Non-GAAP Operating Profit | 25.0% | $5.1 | $4.8 | 7.2% | | Non-GAAP Free Cash Flow | 25.0% | $3.4 | $3.3 | 17.9% | | Total | 75.0% | | | 48.0% (Adjusted to 39.8%(3)) |
Fiscal 2025 group
(1)The financial metrics were equally weighted to account for 75% of the target annual incentive. (2)The results shown here for annual incentive performance purposes reflect adjustments to the Company's financial results approved by the HRC Committee following completion of fiscal 2025 to exclude the net impact of tariff-related costs from annual and long-term incentive plan calculations. The Committee determined these adjustments were appropriate given the unexpected magnitude of tariff costs arising after the relevant goals had been set. The adjustments reflect the net impact of the tariffs after management’s actions, including significant and swift movement of the Company’s manufacturing and supply chain along with additional cost reductions and price increases intended to mitigate a large portion of the initial gross impact of the tariffs. These adjustments were made in accordance with long-standing guidelines for factors to be considered in adjustments, including tariffs explicitly, which were approved by the Committee in January 2025, concurrent with the approval of fiscal 2025 performance goals. (3)The HRC Committee also exercised its discretion to reduce the financial performance funding to 39.8% in order to create parity with the bonus plan for the broader group of employees within the Company.
Fiscal 2025 group
Fiscal 2025 annual incentive payout Based on the level of performance described above against both the financial metrics and MBOs for fiscal 2025, the payouts to the NEOs under the annual incentive plan are listed in the chart below. Total payouts were determined by adding the weighted performance against financial metrics to the weighted performance against the non-financial metrics to determine a total payout as a percentage of the target opportunity for each executive:
Fiscal 2025 group
| | | Percentage of target annual incentive funded | | Total annual incentive payout | | | Named executive officer | Position | Financial metrics (%) | Non-financial metrics / MBOs (%) | As % of target annual incentive (%) | Payout ($) | | Enrique J. Lores | President and CEO | 39.8 | 25.0 | 64.8 | 1,879,925 | | Karen Parkhill | Chief Financial Officer | 39.8 | 31.3 | 71.1 | 911,537 | | Alex Cho | President, Personal Systems | 39.8 | 25.0 | 64.8 | 724,264 | | David McQuarrie | Chief Commercial Officer | 39.8 | 25.0 | 64.8 | 518,600 | | Julie Jacobs | Chief Legal Officer and General Counsel | 39.8 | 31.3 | 71.1 | 568,600 |
2025 CEO equity mix
2025 CEO equity mix
2025 CEO equity mix
| | 70% PARSUs | | | 30% Time-based RSUs |
2025 Other NEOs equity mix
2025 Other NEOs equity mix
2025 Other NEOs equity mix
| | 60% PARSUs | | | 40% Time-based RSUs |
2025 Other NEOs equity mix
| | | PARSUs | | | 60%* | | | | 40%* | Relative TSR against S&P500: +/- 50% |
2025 Other NEOs equity mix
| | 80% EPS | | | 20% KGAs |
2025 Other NEOs equity mix
* 70% PARSUs and 30% RSUs for the CEO To motivate and reward our NEOs for their contributions towards achieving our business objectives, long-term incentives comprise the majority of each NEO’s total target compensation opportunity with a total long-term incentive target value for each NEO established by the HRC Committee in early fiscal 2025. The long-term incentives consist of a mix of 70% PARSUs and 30% time-based RSUs for our CEO and a mix of 60% PARSUs and 40% time-based RSUs for our other NEOs, and are linked to EPS, a KGA revenue target, relative TSR, and/or stock price performance. The high proportion of performance-based awards (70% and 60% for our CEO and other NEOs, respectively) reflects our pay-for-performance philosophy. The time-based awards support retention and are linked to stockholder value and stock ownership, which are important goals of our executive compensation program.
2025 Other NEOs equity mix
| 66 | | Executive compensation |
2025 Other NEOs equity mix
| Long-term incentive form | Vesting/Performance period | How payouts are determined | Why we use them | | Performance adjusted restricted stock units (PARSUs) | 0% to 300% cliff vests at end of three-year performance period | ▪80% Adjusted Non-GAAP EPS modified by relative TSR ▪20% KGA revenue See discussion below for additional details. | ▪Aligns with our long-term strategic objectives ▪Reflects overall TSR outcomes relative to our competitors | | Time based restricted stock units (RSUs) | 1/3 of grant vests per year | Share price | ▪RSU values directly tie to share price ▪Supports executive retention and alignment with stockholder value |
2025 Other NEOs equity mix
The fiscal 2025 PARSUs cliff-vest based on performance over a three-year performance period ending in fiscal 2027.
EPS Modified by TSR (80%)
EPS Modified by TSR (80%) The vesting of eighty percent (80%) of the PARSUs is based on achieving an adjusted non-GAAP EPS target, subject to a relative TSR payout modifier. The EPS target is made up of three annual targets, which roll into a three-year average. At the end of the three-year performance period, a modifier is applied to the payout based on the three-year TSR result against the S&P 500 to align with our stockholders’ experience and stockholder value creation. This modifier can adjust the payout by -50%, 0%, or +50%, with a final maximum payout of 300% of the target PARSUs.
KGAs (20%)
| Target Grant of PARSUsX | EPS modified by relative TSR (80%) | + | KGAs (20%) | = | Number of PARSUs vested (0% to 300%) |
KGAs (20%)
| PARSU Measures | PARSU Measurement Periods | PARSU Goal Scoring | | | | EPS Modified by Relative TSR (80%) | Earnout and vesting at the end of the three-year performance period, subject to continued service | | | | | Adjusted Non-GAAP EPS(1) – 80% of the PARSUs | EPS based on three annual targets, set at the beginning of each year, averaged at the end of the three-year performance period(2) | EPS funds payout range from zero to 300% of target PARSUs, based on threshold to maximum achievement(3) | | | | | | ▪Max ▪Above target ▪Target ▪Below target ▪Threshold ▪Below threshold | 300% 200% 100% 50% 25% 0% | | | Relative TSR vs. S&P 500 – “Payout Modifier” | TSR measured over the full three years from FY25-27 | TSR adds 50% if in the top quartile and subtracts 50% if in the bottom quartile (no adjustment from 25th percentile to 75th percentile). | | | | | | ▪Relative 3-year TSR > S&P 500 75th percentile | | +50% | | | | ▪Relative 3-year TSR is equal to or between S&P 500 25th and 75th percentile | | No change | | | | ▪Relative 3-year TSR < S&P 500 25th percentile | | -50% | | | | ▪Subject to overall 300% of target PARSUs max | | | | KGAs (20%) | Earnout based on defined performance and vesting at the end of three years, subject to continued service | | | | | Revenue target for KGAs – 20% of the PARSUs | KGA revenue target based on FY26 results(4) | KGA revenue funds payout range from zero to 300% of target PARSUS, based on threshold to maximum achievement(3) | | | | | | ▪Max | 300% | | | | | ▪Above target | 200% | | | | | ▪Target | 100% | | | | | ▪Below target | 50% | | | | | ▪Threshold | 25% | | | | | ▪Below Threshold | 0% | |
KGAs (20%)
2025 RSUs 2025 RSUs and related dividend equivalent units vest ratably on an annual basis over three years from the grant date. A three-year vesting period is common in our industry and supports executive retention and alignment with stockholder value. Fiscal 2025 long-term incentive compensation at target The following table shows combined total target grant values for outstanding awards attributable to fiscal 2025. These target values represent opportunities to earn future value-based compensation and are not actual earned amounts, which for PARSUs will be determined after the end of the applicable performance period based on continued employment, stock price growth and performance against pre-established performance goals.
KGAs (20%)
| Named executive officer | PARSUs | RSUs | Total fiscal 2025 long-term incentive grant | | Enrique J. Lores | $14,455,000 | $6,195,000 | $20,650,000 | | Karen Parkhill | $4,500,000 | $3,000,000 | $7,500,000 | | Alex Cho | $3,660,000 | $2,440,000 | $6,100,000 | | David McQuarrie | $3,060,000 | $2,040,000 | $5,100,000 | | Julie Jacobs | $2,520,000 | $1,680,000 | $4,200,000 |
KGAs (20%)
Long-term incentive compensation – continuing performance awards from prior fiscal years The design of the fiscal 2024 PARSUs is consistent with that of the fiscal 2025 PARSUs. In November 2024, the HRC Committee determined that fiscal 2024 EPS target for fiscal 2024 PARSUs was achieved at 80% based on actual PARSU EPS performance of $3.33 (target of $3.45). In November 2025, the HRC Committee determined that fiscal 2025 EPS target for fiscal 2024 PARSUs was achieved at 84.7% based on actual PARSU EPS performance of $3.49 (target of $3.60), as adjusted. The final payout for fiscal 2024 PARSUs will also depend on EPS performance in fiscal 2026 and the three-year relative TSR performance for eighty percent (80%) of the units, and fiscal 2026 KGA result for twenty percent (20%) of the units.
KGAs (20%)
| Fiscal 2023 PARSUs | | | | | | | | | Metric PARSU EPS(1) – 100% | | | Results | | | | | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | Average EPS performance | 3-year TSR payout modifier | Total payout | | EPS Target | $3.33 | $3.45 | $3.60 | | | | | Achievement | 76% | 80% | 84.7% | 80.2% | 0% | 80.2% | | | | | | | | | | (1)EPS for PARSU measurement is calculated using non-GAAP net earnings and for fiscal 2023 and fiscal 2024 further adjusted to include bonus at target . Fiscal 2025 results exclude the net impact of tariff-related costs. See footnote (2) on page 62 for additional information. The payout percentage for attainment at the threshold level was lowered to 25% for fiscal year 2024 and fiscal year 2025 EPS goals. | | | | | | |
KGAs (20%)
Fiscal 2026 compensation program The HRC Committee regularly evaluates ways to improve our executive compensation program. Our ongoing review of executive compensation programs and engagement with stockholders indicate that our fiscal 2025 incentive designs continue to support the Company’s business strategy and compensation philosophy. At the same time, we see opportunities to further increase the long-term incentive program’s performance-orientation with a design that not only reinforces the overall business strategy, but is also sustainable over the long term and more closely aligned with market practices. Changes for fiscal 2026 to our long-term incentive program include the following:
KGAs (20%)
Other compensation-related matters Benefits We do not provide our executives, including the NEOs, with special or supplemental defined benefit pension or health benefits. Our NEOs receive health and welfare benefits (including retiree medical benefits, if eligibility conditions are met) under the same programs and subject to the same eligibility requirements that apply to our employees generally. Benefits under all U.S. pension plans were frozen effective December 31, 2007. Benefits under the Electronic Data Systems (“EDS”) Pension Plan ceased upon HP’s acquisition of EDS in 2008. As a result, no NEO or any other HP employee accrued a benefit under any HP U.S. defined benefit pension plan during fiscal 2025. For fiscal years after the U.S. pension plans and the EDS were frozen, any amounts reported as an increase in pension benefits in the “Fiscal 2025 summary compensation table” are for those NEOs who previously accrued a benefit in a defined benefit pension plan prior to the cessation of accruals and reflect changes in actuarial values only, not additional benefit accruals. The NEOs, along with other executives whose combined base pay and target annual incentive is in excess of certain limits of the Code or greater than $190,000, are eligible to participate in the 2005 Executive Deferred Compensation Plan (the “EDCP”). This plan is maintained to permit executives to defer some of their compensation in order to also defer taxation on such amounts. This is a standard benefit plan also offered by most of our peer group companies. The EDCP permits deferral of base pay in excess of the amount allowed under the qualified HP 401(k) Plan (the “HP 401(k) Plan”) (the 401(k) deferral limit for calendar 2025 was $23,500) and up to 95% of the annual incentive payable under the 2004 Stock Incentive Plan, the Pay for Results Plan and other eligible plans. In addition, we make a 4% matching contribution to the EDCP on base pay contributions in excess of IRS limits up to a maximum of two times that limit (resulting in a maximum contribution of $14,000 in calendar 2025). This is the same percentage of matching contributions those executives are eligible to receive under the HP 401(k) Plan. In effect, the EDCP permits these executives and all eligible employees to receive a 401(k)-type matching contribution on a portion of base-pay deferrals in excess of IRS limits. Amounts deferred or matched under the EDCP are credited with hypothetical investment earnings based on investment options selected by the participant from among nearly all the proprietary funds available to employees under the HP 401(k) Plan. No amounts earn above-market returns. Benefits payable under the EDCP are unfunded and unsecured. Executives are also eligible to have a yearly HP-paid medical exam as part of the HP U.S. executive physical program. This includes a comprehensive exam, thorough health assessment and personalized health advice. Consistent with its practice of not providing any special or supplemental executive defined benefit programs, including arrangements that would otherwise provide special benefits to the family of a deceased executive, in 2011 the HRC Committee adopted a policy that, unless approved by our stockholders pursuant to an advisory vote, we will not enter into a new plan, program or agreement or modify an existing plan, program or agreement with a Section 16 officer (including the NEOs) that provides for payments, grants or awards following the death of the officer in the form of unearned salary or unearned annual incentives, accelerated vesting or the continuation in force of unvested equity grants, perquisites, and other payments or awards made in lieu of compensation, except to the extent that such payments, grants or awards are provided or made available to our employees generally.
KGAs (20%)
Limited perquisites We provide a small number of perquisites to our senior executives, including the NEOs. For a list of all perquisites provided to our NEOs for fiscal 2025, please refer to the “Fiscal 2025 all other compensation table” on page 79. HP maintains one corporate aircraft due to our global presence. For security, safety, effectiveness and efficiency purposes, the Company allows executives to use the corporate aircraft for personal reasons. The CEO is required by the Board to use corporate aircraft for all travel, including personal travel. For any such personal use, the executive is taxed on the value of this usage according to the relevant rules of the Code, including, in the event an executive is accompanied on business travel by a guest or family member on the aircraft for personal reasons (if approved by the CEO or CLO), the value of the guest’s or family member’s usage. We do not provide tax gross-ups for the imputed income attributable to personal use. Among our NEOs, Mr. Lores is the only executive who used the corporate aircraft for personal travel during fiscal 2025. In addition, we cover the costs of financial counseling, tax preparation and estate planning services for certain of our executives. These services provide these executives with a better understanding of their compensation and benefits and allow them to focus their attention on our future success. We consider specific personal security measures (for example, security personnel, the installation and maintenance of security measures in and around an executive’s residence or ground transportation on certain trips), as needed to address security concerns arising out of our business, to be appropriate expenses that arise out of the executive’s employment responsibilities and that are necessary to his or her job performance and to ensure the safety of the executive and his or her family. Some of these security measures may be considered personal benefits for purposes of the Summary Compensation Table. The Board and the HRC Committee periodically review and approve the amount and nature of executives’ security expenses. Termination and change in control protections The HRC Committee is focused on ensuring that the severance and change of control protections available to our executives are consistent with market practice, provide clarity to prospective and current executives, and will help attract and retain talent. Consistent with this approach, our Section 16 officers (including all of the NEOs) are covered by the Amended and Restated Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as subsequently amended (the “SPEO”). The SPEO is intended to protect our executives and our stockholders and provide a level of transition assistance in the event of an involuntary termination of employment. We have not entered into individual employment agreements or any severance or change in control agreements with our current NEOs. Severance and Long-Term Incentive Change in Control Plan for Executive Officers Under the SPEO, participants who incur an involuntary termination (i.e., a termination not for Cause, as defined in the SPEO), and who execute a full and effective release of claims following such termination, are eligible to receive severance benefits in an amount determined as a multiple of base pay, plus the average of either the actual annual incentives paid for the preceding three fiscal years or target bonus if the executive has received less than three full fiscal year annual cash bonuses at his or her seniority level as of immediately prior to such termination. In the case of the NEOs other than the CEO, the multiplier is 1.5. In the case of the CEO, the multiplier is 2.0. In all cases, this benefit will not exceed 2.99 times the sum of the executive’s base pay plus target annual incentive as in effect immediately prior to the termination of employment. Although most of the compensation for our executives is performance-based and largely contingent upon the achievement of financial goals, the HRC Committee continues to believe that the SPEO is appropriate for the attraction and retention of executive talent. In addition, we find it more equitable to offer severance benefits based on a standard formula for the Section 16 officers (including all of the NEOs) because severance often serves as a bridge when employment is involuntarily terminated and should therefore not be affected by other longer-term accumulations. As a result, and consistent with the practice of our peer group companies, other compensation decisions are not generally tied to the existence of this severance protection. In addition to the cash benefit, SPEO participants are eligible to receive (1) a pro-rata annual incentive for the year of termination based on actual performance results, at the discretion of the HRC Committee, (2) pro-rata vesting of unvested equity awards (and for performance-based equity awards, only if any applicable performance conditions have been satisfied as of the end of the applicable performance period), and (3) payment of a lump-sum health-benefit stipend in an amount equal to 18 months’ COBRA premiums for continued group medical coverage for the executive and his or her eligible dependents.
KGAs (20%)
| What counts as ownership | What does not count as ownership | | ▪shares held by the executive directly or through a broker ▪shares held through the HP 401(k) Plan ▪shares held as restricted stock ▪shares underlying time-vested RSUs | ▪stock options ▪shares in ongoing PARSU cycles |
KGAs (20%)
Equity grant practices The HRC Committee generally approves the target value of annual equity awards for the Company’s executive officers, including each of the NEOs, at its meeting in November of each year. Additionally, employees may enroll to purchase shares of the Company’s common stock under the terms of the HP Inc. 2021 Employee Stock Purchase Plan. In special circumstances, including the hiring or promotion of an individual or where the HRC Committee determines it is in the best interest of the Company, the HRC Committee may approve grants of equity awards at other times. The Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation awarded during fiscal 2025. Accounting and tax effects The HRC Committee considers all factors that may have an impact on our financial performance when approving our compensation programs, including tax (including Section 162(m) of the Code (“Section 162(m)”)) and accounting rules and regulations. Section 162(m) generally limits our ability to deduct compensation paid to “covered employees” (as defined in the Code) to the extent such compensation exceeds $1 million to such employee in any fiscal year. Although our compensation programs may take into consideration Section 162(m) as a factor, these considerations will not necessarily limit compensation to only amounts that are deductible by us under Section 162(m). HR and Compensation Committee report on Executive Compensation The HRC Committee of the Board of HP has reviewed and discussed with management this Compensation discussion and analysis. Based on this review and discussion, it has recommended to the Board that this Compensation discussion and analysis be included in this proxy statement and in the Annual Report on Form 10-K of HP filed for the fiscal year ended October 31, 2025. HR and Compensation Committee of the Board of Directors*
Gianluca Pettiti
| Name and principal position | Year | Salary(2) ($) | Bonus ($) | Stock awards(3) ($) | Option awards(4) ($) | Non-equity incentive plan compensation(5) ($) | Change in pension value and nonqualified deferred compensation earnings(6) ($) | All other compensation(7) ($) | Total ($) | | Enrique J. Lores Former President and CEO | 2025 | 1,450,000 | — | 19,339,966 | — | 1,879,925 | — | 433,921 | 23,103,812 | | | 2024 | 1,400,000 | — | 15,289,708 | — | 2,380,000 | — | 290,419 | 19,360,127 | | | 2023 | 1,300,000 | — | 10,148,835 | 5,714,757 | 1,989,000 | — | 305,924 | 19,458,516 | | Karen Parkhill(1) Chief Financial Officer | 2025 | 950,000 | 1,500,000 | 5,348,986 | — | 911,537 | — | 333,070 | 9,043,593 | | | 2024 | 230,303 | — | 14,999,991 | — | 264,273 | — | 20,220 | 15,514,787 | | Alex Cho Former President, Personal Systems | 2025 | 827,600 | — | 5,989,624 | — | 724,264 | 12,211 | 55,609 | 7,609,308 | | | 2024 | 827,600 | — | 5,363,227 | — | 865,877 | 34,145 | 39,335 | 7,130,184 | | | 2023 | 803,500 | — | 4,046,599 | 1,696,667 | 829,815 | — | 41,916 | 7,418,497 | | David McQuarrie Chief Commercial Officer | 2025 | 800,000 | — | 4,706,189 | — | 518,600 | — | 91,143 | 6,115,932 | | | 2024 | 715,000 | — | 3,329,259 | — | 589,875 | — | 61,009 | 4,695,143 | | Julie Jacobs Chief Legal Officer & General Counsel | 2025 | 800,000 | — | 3,994,420 | — | 568,600 | — | 61,581 | 5,424,601 | | | 2024 | 756,000 | — | 3,097,499 | — | 661,500 | — | 69,892 | 4,584,891 | | | 2023 | 700,000 | 2,000,000 | 1,851,494 | 1,002,586 | 570,500 | — | 28,496 | 6,153,076 |
Gianluca Pettiti
(1)Ms. Parkhill was hired August 5, 2024. In fiscal 2025 she received a cash signing bonus in the amount of $1,500,000 as an inducement to join HP, 50% of which was paid on the sixth-month anniversary of her start date and the remaining 50% on the one-year anniversary of her start date. (2)Amounts shown represent base salary earned or paid during the applicable fiscal year, as described under the heading “Executive compensation—Compensation discussion and analysis—Determination of fiscal 2025 executive compensation—2025 base salary.” (3)The grant date fair value of all stock awards has been calculated in accordance with applicable accounting standards, excluding the effect of estimated forfeitures. 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 2025, they include both internal (EPS and KGA) goals and the market-related (TSR) performance modifier as described under the heading “Executive compensation—Compensation discussion and analysis—Determination of fiscal 2025 executive compensation—Long-term incentive compensation—Fiscal 2025 awards.” Amounts shown reflect the grant date fair value of the 2025 PARSUs for which the EPS and KGA goals have been established (i.e., EPS goals for fiscal 2025 only and KGA goals for the full performance period) based on the probable outcome of performance conditions related to these PARSUs at the grant date. Consistent with the applicable accounting standards, the grant date fair value of the market-related TSR modifier has been determined using a Monte Carlo simulation model. Further, consistent with applicable accounting standards, grant date fair value reflects the EPS portion of the 2025 PARSU award for Year 1 only, for which goals were approved in January 2025. This value also reflects the grant date fair value of the EPS portion of the 2024 PARSU award for Year 2 (fiscal 2025 EPS) and the EPS portion of the 2023 PARSU award for Year 3 (fiscal 2025 EPS), for which goals were approved in January 2025. The table below sets forth the grant date fair value for the fiscal 2025 EPS portion and the KGA portion of the 2025 PARSUs granted on December 9, 2024, the fiscal 2025 EPS portion of the 2024 PARSUs granted on December 19, 2023, and the fiscal 2025 EPS portion of the 2023 PARSUs granted on December 8, 2022.
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| 78 | | Executive compensation |
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| Name | Date of original PARSU grant* | Probable outcome of performance conditions grant date fair value ($)** | Maximum outcome of performance conditions grant date fair value ($)** | Market-related component grant date fair value ($)*** | | Enrique J. Lores | 12/9/2024 | 3,468,666 | 10,405,998 | 1,475,245 | | | 12/9/2024 | 2,601,499 | 7,804,497 | | | | 12/19/2023 | 3,639,619 | 10,918,857 | | | | 12/8/2022 | 1,959,931 | 5,879,793 | | | Karen Parkhill | 12/9/2024 | 1,079,842 | 3,239,526 | 459,262 | | | 12/9/2024 | 809,865 | 2,429,595 | | | Alex Cho | 12/9/2024 | 878,253 | 2,634,759 | 373,535 | | | 12/9/2024 | 658,690 | 1,976,070 | | | | 12/19/2023 | 1,057,242 | 3,171,726 | | | | 12/8/2022 | 581,905 | 1,745,715 | | | David McQuarrie | 12/9/2024 | 734,294 | 2,202,882 | 312,299 | | | 12/9/2024 | 550,712 | 1,652,136 | | | | 12/19/2023 | 705,397 | 2,116,191 | | | | 12/8/2022 | 363,490 | 1,090,470 | | | Julie Jacobs | 12/9/2024 | 604,701 | 1,814,103 | 257,187 | | | 12/9/2024 | 453,526 | 1,360,578 | | | | 12/19/2023 | 655,147 | 1,965,441 | | | | 12/8/2022 | 343,842 | 1,031,526 | |
Gianluca Pettiti
* For purposes of this table, the 2025 PARSUs Year 1 EPS units and 2025 PARSUs KGA units are reflected as separate PARSU grants on their own row (each with an original 12/9/2024 grant date) though both are components of one grant. ** Amounts shown represent the grant date fair value of the PARSUs subject to the internal EPS and KGA performance goals (i) based on the probable outcome as of the date the goals were set and (ii) based on achieving the maximum level of performance for the performance period beginning in fiscal 2025. The grant date fair value of the 2025 PARSUs Year 1 EPS units and 2025 PARSUs KGA units awarded on December 9, 2024, 2024 PARSUs Year 2 EPS units awarded on December 19, 2023 and 2023 PARSUs Year 3 EPS units awarded on December 8, 2022 was $32.80 per unit, which was the closing share price of our common stock on January 30, 2025 when the EPS and KGA goals were approved. The values of the 2024 PARSUs Year 2 and Year 3 EPS units will not be available until the applicable EPS goals are established and approved in January 2026 and January 2027, respectively, and therefore are not included for fiscal 2025, 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 modifier of the 2025 PARSUs Year 1 EPS units, for which expense recognition is not subject to probable or maximum outcome assumptions. The grant date fair value of the market-related TSR modifier of the PARSUs granted December 9, 2024 was $4.65 per unit, which was determined using a Monte Carlo simulation model. The significant assumptions used in this simulation model were a volatility rate of 33.95%, a risk-free interest rate of 4.01%, and a simulation period of 2.89 years. For information on the assumptions used to calculate the grant date fair value of the awards, refer to Note 5 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as filed with the SEC on December 10, 2025. (4)The grant date fair value of PCSO awards has been calculated in accordance with applicable accounting standards, excluding the effect of estimated forfeitures, using a combination of a Monte Carlo simulation model and a lattice model, as these awards contain market conditions. For information on the assumptions used to calculate the grant date fair value of the awards, refer to Note 5 of our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as filed with the SEC on December 10, 2025. (5)Amounts shown represent payouts under the annual incentive plan (amounts earned during the applicable fiscal year but paid after the end of that fiscal year), as described under the heading “Executive compensation—Compensation, discussion and analysis-Determination of fiscal 2025 executive compensation—2025 annual incentives.” (6)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 the heading “Narrative to the fiscal 2025 pension benefits table” below, pension accruals have generally 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. The only exception for the NEOs listed above is Mr. Cho who participates in the International Retirement Guarantee (IRG), which is provided to a small, closed group of employees who have transferred between countries with pension/retirement indemnity plans. Mr. Cho will not accrue additional benefits under the IRG unless he transfers outside of the U.S. with HP for an extended period of time. 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, Deferred Profit-Sharing Plan returns, and changes in other actuarial assumptions. The assumptions used in calculating the changes in pension benefits are described in footnote (3) to the “Fiscal 2025 pension benefits table.” 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. (7)The amounts shown are detailed in the “Fiscal 2025 all other compensation table” below.
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| 2026 Proxy statement | 79 |
Gianluca Pettiti
Fiscal 2025 all other compensation table The following table provides additional information about the amounts that appear in the “All other compensation” column in the “Fiscal 2025 summary compensation table” above.
Gianluca Pettiti
| Name | 401(k) company match(1) ($) | NQDC company match(2) ($) | Mobility program(3) ($) | Security services/ systems(4) ($) | Personal aircraft usage(5) ($) | Miscellaneous(6) ($) | Total AOC ($) | | Enrique J. Lores | 14,000 | 13,800 | 3,168 | 48,021 | 285,103 | 69,829 | 433,921 | | Karen Parkhill | 14,000 | — | 253,800 | 47,330 | — | 17,940 | 333,070 | | Alex Cho | 10,000 | 13,800 | — | — | — | 31,809 | 55,609 | | David McQuarrie | 14,000 | 13,800 | — | — | — | 63,343 | 91,143 | | Julie Jacobs | 14,000 | 13,800 | — | — | — | 33,781 | 61,581 |
Gianluca Pettiti
(1)Represents matching contributions made under the HP 401(k) Plan for fiscal 2025. (2)Represents matching contributions credited during fiscal 2025 under the EDCP with respect to the 2024 calendar year of that plan. (3)For Mr. Lores, the amount represents expenses incurred for business travel tax services provided under the FCT Business Travel Program. For Ms. Parkhill, the amount represents a cash mobility premium paid under the company relocation program. (4)Represents home security services provided to the NEOs and, consistent with SEC guidance, the aggregate incremental cost associated with these services is reported here as a perquisite. For the CEO we provided residential security systems based on a home security evaluation done previously and for the CFO, we provided a home security evaluation in fiscal 2025. At times, we may provide security for the NEOs as needed to address security concerns arising out of our business, which may include personal security services provided during business-related travel and at business facilities. We consider personal security measures to be appropriate expenses that arise out of the executive’s employment responsibilities and that are necessary to his or her job performance and to ensure the safety of the executive and his or her family. We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit. The Board and the HRC Committee periodically review and approve the amount and nature of executive officers’ security expenses. (5)Represents the value of personal usage of HP corporate aircraft. For purposes of reporting the aggregate incremental cost to HP of such personal usage in this table, we use data provided by an outside firm to calculate the hourly cost of operating the Company’s aircraft. These costs include the cost of fuel, maintenance, landing and parking fees, crew, security for crew, as needed, catering and supplies. For trips by NEOs that involve mixed personal and business usage, we include the aggregate 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. (6)Includes other amounts paid either directly to the executives or on their behalf, including financial counseling, tax preparation and estate planning services, as discussed further in “Compensation discussion and analysis.” For Mr. Lores, the amount includes $10,648 for personal ground transportation expenses incurred while on business trips, $17,983 for financial counseling services, $40,905 for personal expenses incurred while on business-related trips like the President’s Awards and Ferrari HP-sponsored events, and $293 for miscellaneous gifts. For Ms. Parkhill, the amount includes $1,328 for financial counseling services, $15,455 for personal expenses incurred while on business-related trips, and $192 miscellaneous gifts. For Mr. Cho, the amount includes $18,000 for financial counseling services and $3,000 for estate planning services, $6,920 for personal expenses incurred while on business-related trips, and $3,769 for executive physicals. For Mr. McQuarrie, the amount includes $18,000 for financial counseling services, $5,000 for executive physicals, $39,749 for personal expenses incurred while on business-related trips , and $469 for miscellaneous gifts. For Ms. Jacobs, the amount includes $18,000 for financial counseling services, $5,000 for executive physicals, and $10,781 for personal expenses incurred while on business-related trips. For Ms. Parkhill, Mr. Cho, and Mr. McQuarrie, their amounts also include $965, $120, and $125, respectively, for the wellness incentive. All U.S. employees are eligible to receive the wellness incentive.
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| 80 | | Executive compensation |
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Grants of plan-based awards in fiscal 2025 The following table provides information on annual incentive awards for fiscal 2025 and awards of RSUs and PARSUs granted during fiscal 2025 as a part of our long-term incentive program:
Gianluca Pettiti
| Name | Grant date | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: number of shares of stock or units(3) (#) | Grant- date fair value of stock awards(2) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Enrique J. Lores | | | | | | | | | | | Annual Incentive | | 29,000 | 2,900,000 | 5,800,000 | | | | | | | RSU | 12/9/2024 | | | | | | | 169,959 | 6,195,006 | | PARSU (EPS) | 12/9/2024 | | | | 26,438 | 105,752 | 317,256 | | 4,943,911 | | PARSU (KGA) | 12/9/2024 | | | | 19,829 | 79,314 | 237,942 | | 2,601,499 | | PARSU | 12/19/2023 | | | | 27,741 | 110,964 | 332,892 | | 3,639,619 | | PARSU | 12/8/2022 | | | | 14,939 | 59,754 | 179,262 | | 1,959,931 | | Karen Parkhill | | | | | | | | | | | Annual Incentive | | 12,825 | 1,282,500 | 2,565,000 | | | | | | | RSU | 12/9/2024 | | | | | | | 82,305 | 3,000,017 | | PARSU (EPS) | 12/9/2024 | | | | 8,231 | 32,922 | 98,766 | | 1,539,104 | | PARSU (KGA) | 12/9/2024 | | | | 6,173 | 24,691 | 74,073 | | 809,865 | | Alex Cho | | | | | | | | | | | Annual Incentive | | 11,173 | 1,117,260 | 2,234,520 | | | | | | | RSU | 12/9/2024 | | | | | | | 66,941 | 2,439,999 | | PARSU (EPS) | 12/9/2024 | | | | 6,694 | 26,776 | 80,328 | | 1,251,788 | | PARSU (KGA) | 12/9/2024 | | | | 5,021 | 20,082 | 60,246 | | 658,690 | | PARSU | 12/19/2023 | | | | 8,058 | 32,233 | 96,699 | | 1,057,242 | | PARSU | 12/8/2022 | | | | 4,435 | 17,741 | 53,223 | | 581,905 | | David McQuarrie | | | | | | | | | | | Annual Incentive | | 8,000 | 800,000 | 1,600,000 | | | | | | | RSU | 12/9/2024 | | | | | | | 55,967 | 2,039,997 | | PARSU (EPS) | 12/9/2024 | | | | 5,597 | 22,387 | 67,161 | | 1,046,593 | | PARSU (KGA) | 12/9/2024 | | | | 4,198 | 16,790 | 50,370 | | 550,712 | | PARSU | 12/19/2023 | | | | 5,377 | 21,506 | 64,518 | | 705,397 | | PARSU | 12/8/2022 | | | | 2,771 | 11,082 | 33,246 | | 363,490 | | Julie Jacobs | | | | | | | | | | | Annual Incentive | | 8,000 | 800,000 | 1,600,000 | | | | | | | RSU | 12/9/2024 | | | | | | | 46,091 | 1,680,017 | | PARSU (EPS) | 12/9/2024 | | | | 4,609 | 18,436 | 55,308 | | 861,888 | | PARSU (KGA) | 12/9/2024 | | | | 3,457 | 13,827 | 41,481 | | 453,526 | | PARSU | 12/19/2023 | | | | 4,994 | 19,974 | 59,922 | | 655,147 | | PARSU | 12/8/2022 | | | | 2,621 | 10,483 | 31,449 | | 343,842 |
Gianluca Pettiti
| 2026 Proxy statement | 81 |
Gianluca Pettiti
(1)Amounts represent the range of possible cash payouts for fiscal 2025 annual incentive awards under the 2004 Stock Incentive Plan based upon annual salary, as described under the heading “Executive compensation—Compensation discussion and analysis—Determination of fiscal 2025 executive compensation—2025 annual incentives.” A prorated annual incentive payout is discretionary for retirement-eligible employees. (2)For the fiscal 2023, 2024 and 2025 PARSUs, amounts represent the range of shares that may be released at the end of the three-year vesting period applicable to the PARSUs assuming achievement of threshold, target, or maximum performance. For the fiscal 2025 PARSUs year 1, fiscal 2024 PARSUs year 2, and fiscal 2023 PARSUs year 3, fiscal 2025 EPS units are reflected in this table, including the grant date fair value of the market-related TSR goal modifier of the fiscal 2025 PARSUs, for which expense recognition is not subject to probable or maximum outcome assumptions. If our average three-year performance for EPS, modified by relative TSR performance, as applicable, is below threshold for the vesting period, no shares will be released based on the terms of the program. Similarly, for the KGA component of fiscal 2025 PARSUs, if performance is below threshold by the end of the performance period, no shares will be released based on the terms of the program. Fiscal 2025 PARSU (EPS) and fiscal 2025 PARSU (KGA) are two components of one grant award. For additional details, see the discussion of PARSUs under the heading “Executive compensation—Compensation discussion and analysis—Determination of fiscal 2025 executive compensation—Long-term incentive compensation—Fiscal 2025 awards—2025 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 through the applicable vesting date. Outstanding equity awards at 2025 fiscal year-end The following table provides information on stock and option awards held by the NEOs as of October 31, 2025
Gianluca Pettiti
| Name | Option awards | | | | | Stock awards | | | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | 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) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(7) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(6) ($) | | Enrique J. Lores | 637,460 | — | — | 23.68 | 12/6/2030 | 370,577 | 10,253,800 | 438,644 | 12,137,279 | | | — | — | 332,362(2) | 37.29 | 12/6/2031 | | | | | | | 105,750(1) | — | 211,501 | 28.48 | 12/7/2032 | | | | | | Karen Parkhill | — | — | — | — | — | 406,061 | 11,235,709 | 32,921 | 910,924 | | Alex Cho | 86,569 | — | — | 23.68 | 12/6/2030 | 157,850 | 4,367,699 | 123,473 | 3,416,498 | | | — | — | 109,205(2) | 37.29 | 12/6/2031 | | | | | | | 125,586(1) | — | 62,793 | 28.48 | 12/7/2032 | | | | | | David McQuarrie | 86,364 | — | — | 17.37 | 10/30/2029 | 135,754 | 3,756,318 | 86,902 | 2,404,578 | | | 78,451(1) | — | 39,226 | 28.48 | 12/7/2032 | | | | | | Julie Jacobs | 74,210(1) | — | 37,106 | 28.48 | 12/7/2032 | 101,728 | 2,814,808 | 78,355 | 2,168,083 |
Gianluca Pettiti
(1)These option awards vest in three tranches, provided: (i) the performance hurdle for the first tranche has been met within three years from the grant date, (ii) the performance hurdle for the second tranche has been met within four years from the grant date, and (iii) the performance hurdle for the third tranche has been met within five years from the grant date. The second performance hurdle applicable to this option award was achieved in fiscal 2025 and such option award vested as to one-third of the options on the second anniversary of December 8, 2022, the grant date. (2)These option awards vest in three tranches, provided: (i) the performance hurdle for the first tranche has been met within two years from the grant date, (ii) the performance hurdle for the second tranche has been met within four years from the grant date, and (iii) the performance hurdle for the third tranche has been met within five years from the grant date. The second tranche of this option award was forfeited in early fiscal 2026 due to not meeting the stock price hurdle within the 4-year performance period.
Gianluca Pettiti
| 82 | | Executive compensation |
Gianluca Pettiti
(3)Option exercise prices are the fair market value of our stock on the grant date. (4)All options have a ten-year term. (5)The amounts in this column include shares underlying dividend equivalent units credited with respect to outstanding stock awards through October 31, 2025. 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. Lores: December 7, 2025 (176,140 shares plus accrued dividend equivalent shares); December 7, 2026 (116,099 shares plus accrued dividend equivalent shares); December 7, 2027 (56,653 shares plus accrued dividend equivalent shares). ▪Ms. Parkhill: On December 7, 2025 (27,435 shares plus accrued dividend equivalent shares); August 5, 2026 (152,672 shares plus accrued dividend equivalent shares); December 7, 2026 (27,435 shares plus accrued dividend equivalent shares); August 5, 2027 (152,672 shares plus accrued dividend equivalent shares); December 7, 2027 (27,435 shares plus accrued dividend equivalent shares). ▪Mr. Cho: December 7, 2025 (76,903 shares plus accrued dividend equivalent shares); December 7, 2026 (49,175 shares plus accrued dividend equivalent shares); December 7, 2027 (22,314 shares plus accrued dividend equivalent shares). ▪Mr. McQuarrie: November 1, 2025 (17,954 shares plus accrued dividend equivalent shares); December 7, 2025 (53,899 shares plus accrued dividend equivalent shares); December 7, 2026 (36,578 shares plus accrued dividend equivalent shares); December 7, 2027 (18,656 shares plus accrued dividend equivalent shares). ▪Ms. Jacobs: December 7, 2025 (48,394 shares plus accrued dividend equivalent shares); December 7, 2026 (32,009 shares plus accrued dividend equivalent shares); December 7, 2027 (15,364 shares plus accrued dividend equivalent shares). (6)Value calculated based on the $27.67 closing price of our stock on October 31, 2025. (7)The amounts in this column include the amounts of PARSUs granted in fiscal 2024 (KGA Units and Year 1 and Year 2 EPS units) and fiscal 2025 (KGA units and Year 1 EPS units). The EPS units for PARSUs granted in fiscal 2024 are reported based on target (100%) performance, the EPS units for PARSUs granted in fiscal 2025 are reported based on below target (50%) performance and the KGA units for PARSUs granted in fiscals 2024 and 2025 are based on threshold (25%) performance. Actual payout will be based on achievement of performance goals at the end of the three-year vesting period. For additional details, see the discussion of PARSUs under the heading “Executive compensation—compensation discussion and analysis—Determination of fiscal 2024 executive compensation—Long-term incentive compensation—Fiscal 2025 awards—2025 PARSUs.” Option exercises and stock vested in fiscal 2025 The following table provides information about options exercised and stock awards vested for the NEOs during the fiscal year ended October 31, 2025:
Gianluca Pettiti
| | Option awards | | Stock awards(2) | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise(1) ($) | Number of shares acquired on vesting (#) | Value realized on vesting(3) ($) | | Enrique J. Lores | 105,751 | 846,868 | 329,595 | 10,566,684 | | Karen Parkhill | — | — | 158,523 | 3,971,001 | | Alex Cho | — | — | 127,408 | 4,207,012 | | David McQuarrie | — | — | 95,692 | 3,212,496 | | Julie Jacobs | — | — | 191,630 | 5,464,890 |
Gianluca Pettiti
(1)Represents the amounts realized based on the difference between the market price of HP common stock on the date of exercise and the exercise price. (2)Includes PARSUs, RSUs, and accrued dividend equivalent units. (3)Represents the amounts realized based on the fair market value of our stock on the performance period end date for PARSUs (October 31, 2025) and on the vesting date for RSUs and accrued dividend equivalent shares. Fair market value is determined based on the closing price of our stock on the applicable performance period end/vesting date.
Gianluca Pettiti
| 2026 Proxy statement | 83 |
Gianluca Pettiti
Fiscal 2025 pension benefits table The following table provides information about the present value of accumulated pension benefits payable to each NEO:
Gianluca Pettiti
| Name | Plan name(2) | Number of years of credited service (#) | Present value of accumulated benefit(3) ($) | Payments during last fiscal year ($) | | Enrique J. Lores(1) | — | — | — | — | | Karen Parkhill(1) | — | — | — | — | | Alex Cho | RP | 7.6 | 69,269 | — | | | EBP | 7.6 | 9 | — | | | IRG | 30.3 | 126,581 | — | | David McQuarrie(1) | — | — | — | — | | Julie Jacobs(1) | — | — | — | — |
Gianluca Pettiti
(1)Mr. Lores, Ms. Parkhill, Ms. Jacobs and Mr. McQuarrie 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 U.S. (2)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 Hewlett-Packard Company Retirement Plan). The “IRG” is the International Retirement Guarantee which is a nonqualified plan covering certain highly compensated international transfers. (3)The present value of accumulated benefits is shown at the age 65 unreduced retirement age for the RP, the EBP and the IRG using the assumptions under Accounting Standards Codification (ASC) Topic 715-30 Defined Benefit Plans—Pension (“ASC Topic 715-30”) for the fiscal 2025 year-end measurement (as of October 31, 2025). The present value is based on a discount rate of 5.36% for the RP, 4.40% for the EBP and 4.29% for the IRG, lump sum interest rates of 4.10% for the first five years, 5.10% for the next 15 years and 5.90% thereafter, and applicable mortality for lump sums with the respective mortality improvement scale applied for future years. As of October 31, 2024 (the prior measurement date), the ASC Topic 715-30 assumptions included a discount rate of 5.30% for the RP, 4.78% for the EBP, and 4.76% for the IRG, lump sum interest rates of 4.60% for the first five years, 5.20% for the next 15 years and 5.60% thereafter, and applicable mortality for lump sums with the respective mortality improvement scale applied for future years. Narrative to the fiscal 2025 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 our U.S.-qualified defined benefit pension plans (and their non-qualified plan counterparts) in prior years. In the case of Mr. Cho, his IRG benefit is based on the U.S. retirement program and since the U.S. pension plans are frozen there is no accrual under that plan. Benefits previously accrued by Mr. Cho under the RP, EBP and IRG are payable to him following termination of employment, subject to the terms of the applicable plans.
Gianluca Pettiti
| 84 | | Executive compensation |
Gianluca Pettiti
Terms of the HP Retirement Plan (RP) and HP Excess Benefit Plan (EBP) Mr. Cho earned benefits under the RP and the EBP based on pay and service prior to 2006. 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. 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 (generally, age 55 or older with at least 15 years of continuous service since the last hire date; but for deferrals made beginning in 2023 and in future years, age 55 or older with attainment of at least 70 points (with “points” generally defined as the sum of the participant’s age plus total years of 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. Terms of the International Retirement Guarantee (IRG) Employees who transferred internationally at the Company’s request prior to 2000 were put into an international umbrella plan. This plan determines the country of guarantee which is generally the country in which an employee has spent the longest portion of his HP career. For Mr. Cho, the country of guarantee is currently the U.S. The IRG determines the present value of a full career benefit for Mr. Cho under the HP sponsored retirement benefit plans that applied to employees working in the U.S., and U.S. Social Security (since the U.S. is his country of guarantee) then offsets the present value of the retirement benefits from plans and social insurance systems in the countries in which he earned retirement benefits (France and the U.S.) for his total period of HP employment. The net benefit value is payable as a single lump sum amount as soon as practicable after termination or retirement, subject to any delay required by Section 409A of the Code. This is a nonqualified retirement plan. Fiscal 2025 non-qualified deferred compensation table The following table provides information about contributions, earnings, withdrawals, distributions, and balances under the EDCP:
Gianluca Pettiti
| Name | Executive contributions in last FY(1) ($) | Registrant contributions in last FY(2) ($) | Aggregate earnings in last FY ($) | Aggregate withdrawals/ distributions(3) ($) | Aggregate balance at last FYE(4) ($) | | Enrique J. Lores | 825,000 | 13,800 | 1,333,805 | 291,864 | 9,902,740 | | Karen Parkhill | 11,680 | — | 1,074 | — | 12,754 | | Alex Cho | 638,581 | 13,800 | 66,870 | — | 1,390,889 | | David McQuarrie | 135,275 | 13,800 | 84,434 | 117,556 | 596,162 | | Julie Jacobs | 14,000 | 13,800 | 10,598 | — | 82,931 |
Gianluca Pettiti
(1)The amounts reported here as “Executive contributions in last FY” are reported as compensation to such NEO in the “Salary” and “Non-equity incentive plan compensation” columns in the “Fiscal 2025 summary compensation table” above. (2)The amounts reported here as “Registrant contributions in last FY” are reported as compensation to such NEO in the “All other compensation” column in the “Fiscal 2025 summary compensation table.” The contributions reported here as “Registrant contributions in last FY” were made in fiscal 2025 with respect to calendar year 2024 participant base pay deferrals. During fiscal 2025, 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 statements: Mr. Lores $5,554,301, Ms. Parkhill $0, Mr. Cho $641,360, Mr. McQuarrie $128,150 and Ms. Jacobs $0 . 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.
Gianluca Pettiti
| 2026 Proxy statement | 85 |
Gianluca Pettiti
Narrative to the fiscal 2025 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 incentive bonus payable under the 2004 Stock Incentive Plan, the Pay for Results Plan and other eligible plans. In addition, a matching contribution is available under the plan to eligible employees. The matching contribution applies to base pay deferrals of compensation above the IRS limit that applies to the qualified HP 401(k) Plan, up to a maximum of two times that compensation limit (matching contributions made in fiscal 2025 pertained to base pay from $350,000 during calendar year 2024). During fiscal 2025, participants in the EDCP, including 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 as noted above. Upon becoming eligible for participation or during the annual enrollment period, 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 eligibility for retirement (at least age 55 with at least 15 years of continuous service for deferral elections made prior to the January 2023 plan year, or at least age 55 with the attainment of at least 70 points (with “points” generally defined as the sum of the participant’s age plus total years of service) for deferral elections made during the January 2023 plan year and thereafter), 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. As of the end of fiscal 2025, Mr. Lores was the only NEOs who was retirement eligible. In the event of death, the remaining vested EDCP account balance will be paid to the designated beneficiary, or otherwise in accordance with the EDCP provisions, in a single lump-sum payment in the month following the month of death. 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.
Gianluca Pettiti
| 86 | | Executive compensation |
Gianluca Pettiti
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, 2025 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. Mr. Lores stepped down as President and CEO and as a member of the Board effective as of the end of the day on February 2, 2026. Mr. Lores did not receive any cash severance in connection with his resignation and, because he was retirement eligible at the time of his resignation, his outstanding equity became vested consistent with the retirement treatment set forth in the applicable award agreements and described in the table below and under the heading “HP retirement arrangements”.
Gianluca Pettiti
| | | | Long term incentive programs(5) | | | | | | Name | Termination scenario | | Total(3) | Severance(4) | Stock options | Restricted stock units | PARSUs | | Enrique J. Lores(1) | | For Cause | $— | $— | $— | $— | $— | | | | Disability | $32,126,552 | $— | $— | $10,253,860 | $21,872,692 | | | | Voluntary/Retirement | $21,177,976 | $— | $— | $10,253,860 | $10,924,116 | | | | Death | $32,126,552 | $— | $— | $10,253,860 | $21,872,692 | | | | Not for Cause | $28,279,670 | $7,101,694 | $— | $10,253,860 | $10,924,116 | | | | Change in Control | $39,228,246 | $7,101,694 | $— | $10,253,860 | $21,872,692 | | Karen Parkhill | | Voluntary/For Cause | $— | $— | $— | $— | $— | | | | Disability | $14,651,764 | $— | $— | $11,235,709 | $3,416,055 | | | | Retirement | $— | $— | $— | $— | $— | | | | Death | $14,651,764 | $— | $— | $11,235,709 | $3,416,055 | | | | Not for Cause | $9,681,203 | $3,385,752 | $— | $5,156,747 | $1,138,704 | | | | Change in Control | $18,037,516 | $3,385,752 | $— | $11,235,709 | $3,416,055 | | Alex Cho(2) | | Voluntary/For Cause | $— | $— | $— | $— | $— | | | | Disability | $10,312,183 | $— | $— | $4,367,699 | $5,944,484 | | | | Retirement | $— | $— | $— | $— | $— | | | | Death | $10,312,183 | $— | $— | $4,367,699 | $5,944,484 | | | | Not for Cause | $7,636,001 | $2,486,943 | $— | $2,112,192 | $3,036,866 | | | | Change in Control | $12,799,126 | $2,486,943 | $— | $4,367,699 | $5,944,484 | | David McQuarrie | | Voluntary/For Cause | $— | $— | $— | $— | $— | | | | Disability | $8,191,681 | $— | $— | $3,756,318 | $4,435,363 | | | | Retirement | $— | $— | $— | $— | $— | | | | Death | $8,191,681 | $— | $— | $3,756,318 | $4,435,363 | | | | Not for Cause | $6,249,422 | $2,038,603 | $— | $2,028,182 | $2,182,637 | | | | Change in Control | $10,230,284 | $2,038,603 | $— | $3,756,318 | $4,435,363 | | Julie Jacobs | | Voluntary/For Cause | $— | $— | $— | $— | $— | | | | Disability | $6,689,742 | $— | $— | $2,814,808 | $3,874,934 | | | | Retirement | $— | $— | $— | $— | $— | | | | Death | $6,689,742 | $— | $— | $2,814,808 | $3,874,934 | | | | Not for Cause | $5,408,630 | $2,136,044 | $— | $1,326,915 | $1,945,671 | | | | Change in Control | $8,825,786 | $2,136,044 | $— | $2,814,808 | $3,874,934 |
Gianluca Pettiti
(1)Mr. Lores stepped down as President and CEO and as a member of the Board effective as of the end of the day on February 2, 2026. (2)Mr. Cho stepped down from his position as President, Personal Systems effective November 1, 2025. (3)Total does not include amounts earned or benefits accumulated due to continued service by the NEO through October 31, 2025, 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.
Gianluca Pettiti
| 2026 Proxy statement | 87 |
Gianluca Pettiti
(4)The amounts reported are the cash benefits payable in the event of a qualifying termination under the SPEO: for the CEO, 2x multiple of base pay plus either the average of the actual annual incentives paid for the preceding three years, or target bonus if the CEO has received an annual incentive for less than three full years at the CEO level by the end of the fiscal year; for other NEOs, 1.5x multiple of base pay plus either the average of the actual annual incentives paid for the preceding three years, or target bonus if the NEO has received an annual incentive for less than three full years at his or her current seniority level by the end of the fiscal year; and 18 months’ COBRA premiums for continued group medical coverage for the NEOs and their eligible dependents, based on the cost of premiums under our group health plans as of October 31, 2025. In addition, each NEO would be eligible to receive a pro-rata cash bonus based on actual performance (in the event of a qualifying termination outside of the context of a change in control) or based on target performance (in the event of a qualifying termination within 24 months of a change in control); such amounts have not been included in this column. (5)Upon an involuntary termination not for cause, covered executives receive pro-rata vesting on unvested equity awards as discussed under the heading “Executive compensation—Compensation discussion and analysis—Termination and change in control protections—Severance and Long-Term Incentive Change in Control 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) and RSUs applies in the event of a termination due to death or disability for all grant recipients. Full vesting of RSUs (other than RSUs granted under retention agreements on or after June 25, 2019) and pro-rata vesting of PARSUs based on actual performance applies in the event of a termination due to retirement for all grant recipients. For Ms. Parkhill’s RSUs that were granted in August 2024, the HRC Committee approved as part of the terms of Ms. Parkhill’s job offer full vesting of the tranche that would have vested on the first vesting date following her termination of employment, provided the termination was involuntary and not for cause. Any other RSUs that are unvested as of the date of Ms. Parkhill’s involuntary not for cause termination shall be forfeited and cancelled. 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 recorded as of October 31, 2025. No TSR modifier was applied to such values. Full vesting of unvested PCSOs applies in the event of a termination due to death or disability for all grant recipients and continued vesting for those who are retirement eligible. 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 for our NEOs. As of the end of fiscal 2025, only Mr. Lores was retirement eligible. Since Mr. Lores was retirement eligible, amounts included in the event of his voluntary termination include the values of equity awards that vest upon retirement. Values are calculated based on the $27.67 closing price of our stock on October 31, 2025, and for stock options, amounts are based on the difference between such closing price and the exercise price (which may be zero if the options are “underwater”). Narrative to the potential payments upon termination or change in control table 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: (1) conviction of, or plea of guilty or nolo contendere to, a felony under federal law or the law of the state in which such action occurred; (2) willful and deliberate failure in the performance of the executive’s duties in any material respect; (3) willful misconduct that results in material harm to HP; or (4) material violation of HP’s ethics and compliance program, code of conduct or other material policy of HP. The material terms of the SPEO are described under the heading “Executive compensation—Compensation discussion and analysis—Termination and change in control protections—Severance and Long-Term Incentive Change in Control Plan for Executive Officers.” We have not entered into individual fixed-term employment agreements or any severance or change in control agreements with our current NEOs. Voluntary or “for cause” termination In general, an NEO who remained employed through October 31, 2025 (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 to (1) receive his or her annual incentive amount earned for fiscal 2025 under the annual incentive plan (subject to any discretionary downward adjustment or elimination by the HRC Committee prior to actual payment, and to any applicable clawback policy), (2) 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) receive a distribution of his or her vested amounts deferred or credited under the EDCP, and (4) 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, 2025, either voluntarily or in a “for Cause” termination, would generally not have been eligible to receive any amount under the annual incentive plan with respect to the fiscal year in which the termination occurred, except that the HRC Committee has the discretion to pay 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, 2025 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.
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In addition to the cash severance benefits and pro-rata equity awards vesting under the SPEO, the NEO would be eligible to exercise vested stock options up to one year after termination or by the original expiration date, if earlier, and receive distributions of vested, accrued benefits from the HP deferred compensation, 401(k) and pension plans. Termination following a change in control In the event of a change in control of HP, RSUs, PARSUs, stock options, and PCSOs will vest in full if the successor does not assume such awards or if an individual is terminated without Cause or terminates with Good Reason within 24 months of a change in control. Under each scenario, outstanding PARSUs and PCSOs will vest in full with vesting based on actual performance with respect to awards for which the performance period has ended and target performance level with respect to awards for which the performance period has not ended (with vested PCSOs remaining exercisable for one year from the termination date or, if earlier, by the original expiration date), as determined by the HRC Committee within 30 days of a change in control. Death or disability terminations An NEO who continued in employment through October 31, 2025 whose employment is terminated immediately thereafter due to death or disability would be eligible to receive (1) his or her full annual incentive amount earned for fiscal 2025 under the annual incentive plan as determined by HP in its sole discretion, (2) a distribution of his or her vested amounts deferred or credited under the EDCP, and (3) 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, in the case of stock options and PCSOs, 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, in the case of stock options and PCSOs, 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 Section 16 officers designated by the Board 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. 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: (1) separation payments based on a multiplier of salary plus target bonus, or cash amounts payable for the uncompleted portion of employment agreements; (2) 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; (3) 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 (4) 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., HP 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
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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, 2025 with a minimum age of 55 and years of combined age and service equal to or greater than 70, HP employees in the U.S. receive full vesting of time-based options (other than options granted under a retention agreement on or after June 25, 2019) granted under our stock plans with a post-termination exercise period of up to three years or the original expiration date, whichever comes first, as well as full vesting of RSUs (other than RSUs granted under a retention agreement on or after June 25, 2019). Awards under the PCSO program, if any, will continue to vest and become exercisable once the share price and time component have been satisfied. Such an individual will vest at the same time as other participants with a post-termination exercise period of up to five years or the original expiration date, whichever comes first. 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. Bonuses, if any, under the annual incentive plan may be paid in prorated amounts at the discretion of management based on actual results and at the same time as other participants. 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. As of the end of fiscal 2025, Mr. Lores is the only NEO who was retirement eligible. We sponsor two retiree medical programs in the U.S., one of which provides subsidized coverage for eligible participants based on years of service. Eligibility for this program requires that participants meet specific continuous employment, age and service requirements. None of the NEOs are 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. All the 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 if they retire at any age with combined age plus service equal to 80 or more years. 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 meets the eligibility requirements for HP retiree medical benefits. None of the NEOs are currently receiving the HP matching credits under the RMSA.
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Equity compensation plan information The following table summarizes our equity compensation plan information as of October 31, 2025.
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| 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 | 37,455,769(3) | $26.1331 | 100,560,846(4) | | Equity compensation plans not approved by HP stockholders | 504,630 | — | 158,218 | | Total | 37,960,399(3) | $26.1331 | 100,719,064 |
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(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, 2025. (2)This column does not reflect the purchase price of shares to be purchased pursuant to the HP Inc. 2021 Employee Stock Purchase Plan (the “2021 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 2004 Stock Incentive Plan and the 2021 ESPP. Also includes awards of PARSUs representing 2,761,948 shares that may be issued under the 2004 Stock Incentive 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 300% of the target number of shares. (4)Includes (i) 51,963,820 shares available for future issuance under the 2004 Stock Incentive Plan; (ii) 44,505,035 shares available for future issuance under the 2021 ESPP; (iii) 2,725,611 shares available for future issuance under the Legacy ESPP, a plan under which employee stock purchases are no longer made; and (iv) 1,366,380 shares reserved for issuance under our Service Anniversary Stock Plan, a plan under which awards are no longer granted. Taking into account the enumerated unavailable shares from the Legacy ESPP and the Service Anniversary Stock Plan, a total of 100,560,846 shares were available for future grants as of October 31, 2025. CEO pay ratio disclosure As set forth in the “Fiscal 2025 summary compensation table”, the annual total compensation for fiscal 2025 received by Enrique Lores, our CEO for fiscal 2025, was $23,103,812. Our median employee’s annual total compensation was $77,679, resulting in a CEO pay ratio of 297:1. In calculating the CEO pay ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported CEO pay ratio may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their CEO pay ratios. Our CEO pay ratio is based on the following methodology: ▪We are using the same median employee for our fiscal 2025 pay ratio calculation as we used in fiscal 2024, as there have been no changes in employee population or compensation arrangements, such as any mergers, spinoffs, or mass layoffs, that we reasonably believe would result in a significant change to our pay ratio disclosure. ▪We calculated the median employee’s actual annual total compensation for fiscal 2025 using the same methodology that was used for our named executive officers, as set forth in the “Fiscal 2025 summary compensation table”.
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Pay versus performance This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and does not necessarily reflect the value of compensation realized by our NEOs or how the HRC Committee evaluates compensation decisions. Amounts included as “compensation actually paid”, or “CAP”, do not represent the value of cash compensation and equity awards received by our NEOs, but rather are amounts calculated under SEC rules. For discussion of how the HRC Committee seeks to align pay with performance when making compensation decisions, please review the Compensation discussion and analysis beginning on page 51. The following table shows the information for the past four fiscal years of: (i) the “Summary compensation table” total compensation (see page 77) for our principal executive officer (“PEO”) and, on an average basis, our NEOs other than the PEO (“Non-PEO NEOs”), (ii) the “compensation actually paid” to our PEO and, on an average basis, our Non-PEO NEOs (in each case, as determined in accordance with SEC rules), (iii) our total shareholder return, (iv) our peer group total shareholder return, (v) our net income, and (vi) our company selected measure, PARSU EPS (as defined below).
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| | Summary compensation table total for PEO(1)(2) | Compensation actually paid to PEO (1)(3)(10) | Average Summary compensation table total for non-PEO NEOs(1)(4) | Average compensation actually paid to non-PEO NEOs(1)(3)(10) | Value of initial fixed $100 investment based on: | | Net income ($ millions)(7) | PARSU EPS (Non-GAAP)(8)(9) | | Fiscal year | | | | | Total shareholder return(5) | Peer group total shareholder return(6) | | | | 2025 | $23,103,812 | $9,882,169 | $7,048,359 | $3,249,840 | $181.93 | $318.88 | $2,529 | $3.49 | | 2024 | $19,360,127 | $29,853,865 | $6,615,672 | $8,894,810 | $224.42 | $231.83 | $2,775 | $3.33 | | 2023 | $19,458,516 | $12,858,682 | $7,130,448 | $5,326,330 | $160.80 | $153.29 | $3,263 | $3.21 | | 2022 | $21,079,926 | $11,845,017 | $8,502,262 | $(177,623) | $162.73 | $117.16 | $3,132 | $3.91 | | 2021 | $20,733,806 | $39,088,555 | $8,703,097 | $17,988,299 | $173.59 | $146.93 | $6,541 | $4.12 |
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| Reconciliation of Summary compensation table total to compensation actually paid for PEO | Fiscal year 2025 ($) | | Summary compensation table total | $23,103,812 | | Minus: Grant Date Fair Value Amounts of “Stock Awards” Granted in Fiscal Year as Reported in the Summary Compensation Table | $(19,339,966) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $12,043,780 | | Plus: Change in Fair Value from Prior Fiscal Year-End to Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $(5,104,749) | | Plus: Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $1,400,424 | | Plus: Change in Fair Value From Prior Fiscal Year-End to Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(2,964,230) | | Plus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | Plus: Value of Dividends or other Earnings Paid on Option or Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | $743,097 | | Compensation Actually Paid | $9,882,169 |
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| Reconciliation of average Summary compensation table total to average compensation actually paid for non-PEO NEOs | Fiscal year 2025 ($) | | Average Summary compensation table total | $7,048,359 | | Minus: Average Grant Date Fair Value of “Stock Awards” Granted in Fiscal Year as reported in the Summary Compensation Table | $(5,009,805) | | Minus: Average Amount in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | $(3,053) | | Plus: Average Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $3,308,092 | | Plus: Average Change in Fair Value from Prior Fiscal Year-End to Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $(1,608,213) | | Plus: Average Change in Fair Value from Prior Fiscal Year-End to Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $230,299 | | Plus: Average Change in Fair Value from Prior Fiscal Year-End to Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(980,362) | | Plus: Average Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | Plus: Average Value of Dividends or other Earnings Paid on Option or Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | $264,522 | | Average Compensation Actually Paid | $3,249,840 |
CAP vs. TSR
| | Company TSR | | Peer Group TSR | | | Compensation Actually Paid (PEO) | | Avg. Compensation Actually Paid (Non-PEO NEO) |
CAP vs. Net Income
| | Compensation Actually Paid (PEO) | | Avg. Compensation Actually Paid (Non-PEO NEO) | | Net Income (millions) |
CAP vs. Company-Selected Metric (PARSU EPS)
| | Compensation Actually Paid (PEO) | | Avg. Compensation Actually Paid (Non-PEO NEO) | | Company Selected Metric (Non-GAAP PARSU EPS) |
13.Is cumulative voting permitted for the election of Directors?
13.Is cumulative voting permitted for the election of Directors? No, you may not cumulate your votes in the election of Directors. At the 2016 annual meeting, our stockholders approved an amendment to the Certificate of Incorporation eliminating cumulative voting. Therefore, cumulative voting is no longer available to our stockholders.
13.Is cumulative voting permitted for the election of Directors?
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