Bruce Broussard
HPAbout Bruce Broussard
Bruce D. Broussard, 62, has served as an independent director of HP Inc. since 2021 and is the current Chair of the HR and Compensation Committee (HRC) and a member of the Nominating, Governance and Social Responsibility (NGSR) Committee. He is an Advisor to Humana Inc. (since 2024) and previously served as President, CEO, and Director of Humana (2013–July 2024); his career also includes CEO and senior leadership roles at US Oncology/McKesson Specialty with significant healthcare and health technology expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humana Inc. | President, CEO, and Director | Jan 2013 – Jul 2024 | Led large-scale payer/provider transformation; executive compensation and governance experience as public company CEO |
| Humana Inc. | Advisor | 2024 – Present | Strategic advisory post-CEO transition |
| McKesson Specialty/US Oncology, Inc. | CEO (McKesson Specialty/US Oncology), CFO/President/CEO/Chairman (US Oncology) | 2000s–2011 (various roles); CEO 2008–2011 | Deep operating, financial, and healthcare services leadership; M&A integration experience (US Oncology acquired by McKesson in 2010) |
External Roles
| Category | Organization | Role | Tenure/Notes |
|---|---|---|---|
| Current Public Company Boards | HP Inc. | Director; HRC Chair; NGSR member | Director since 2021 |
| Prior Public Company Boards | KeyCorp | Director | Prior public company directorship |
| Prior Public Company Boards | Humana Inc. | Director | Prior public company directorship (while CEO) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board determined all directors other than the CEO are independent under NYSE and HP standards . |
| Committee Assignments | Chair, HR and Compensation Committee (8 meetings in FY24); Member, NGSR Committee (4 meetings in FY24) . |
| Attendance | In FY24, every incumbent director attended at least 75% of aggregate Board and applicable committee meetings (Board held 7 meetings) . |
| Executive Sessions | Directors regularly met in executive session; independent Chair scheduled and chaired sessions . |
| Engagement | Director outreach program included participation from Board Chair, HRC Chair (Broussard), NGSR Chair, other directors, and senior management; ~40% of outstanding stock engaged in FY24 outreach; ~35% in FY25 governance-profile outreach . |
| HRC Committee Remit (select) | CEO pay oversight, executive pay design/metrics, succession planning, leadership development, director compensation oversight, culture and pay equity monitoring, and compensation risk oversight . |
Fixed Compensation
| Component | Policy/Structure | FY24 Actual (Broussard) |
|---|---|---|
| Annual Cash Retainer | $105,000 per non-employee director per Board Year (2024 Board Year) | $12,489 cash fees earned (primarily HRC Chair prorated); he elected to receive RSUs in lieu of all or part of annual cash retainer . |
| Committee Chair Fee (HRC) | $25,000 annual cash for HRC Chair; prorated for changes during the year | Included within $12,489 total cash fees (prorated) . |
| Meeting Fees | $2,000 for each Board or committee meeting over 10 per Board Year | None paid in FY24 (no excess meeting fees) . |
Performance Compensation
| Component | Detail | FY24 Actual (Broussard) |
|---|---|---|
| Equity Retainer | $220,000 annual equity grant (fully vested at grant; not service-vesting) | $325,032 grant-date fair value in stock awards; 11,734 shares granted (director equity was fully vested) . |
| Options | Not a standard element for non-employee directors; Broussard shows no options outstanding | Options outstanding: 0 . |
| Performance Metrics | Non-employee director equity is not performance-based; no PARSUs/PSUs or performance metrics apply to directors | Not applicable . |
Director Compensation (FY24 Totals)
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $12,489 |
| Stock Awards (Grant-Date Fair Value) | $325,032 |
| All Other Compensation | $0 |
| Total | $337,521 |
Other Directorships & Interlocks
- Current public company boards: HP Inc. (only) .
- Prior public company boards: KeyCorp; Humana Inc. .
- Interlocks/conflicts: HP’s Board determined directors (other than the CEO) had no material relationships that compromise independence; no compensation committee interlocks disclosed affecting independence .
Expertise & Qualifications
- Former Fortune 100 CEO with deep healthcare and health-tech operating experience; extensive executive leadership, risk oversight, and human capital management credentials aligned to HRC leadership .
- Governance strengths include chairing HRC, administering CEO evaluation and pay design, overseeing succession/leadership development, and monitoring compensation risk and pay equity .
Equity Ownership
| Measure | Detail |
|---|---|
| Total Beneficial Ownership | 40,473 HP shares (as of Dec 31, 2024) . |
| % of Shares Outstanding | Less than 1% . |
| Vested vs. Unvested | Director stock awards are fully vested at grant; no unvested director equity reported . |
| Options (Exercisable/Unexercisable) | 0/0 (no options outstanding for Broussard) . |
| Deferred/Outstanding Director Stock Awards | None reported outstanding for Broussard at FY24 year-end . |
| Pledging | No pledging noted in beneficial ownership footnotes for Broussard . |
| Ownership Guidelines | Non-employee directors must hold ≥5x annual cash retainer within 5 years; HP reports all with <5 years of service (including Broussard) had either met or are on track . |
Related-Party Exposure
- HP’s FY24/FY25 related-person transactions disclosure lists an arm’s-length technology transaction with Greenwave Holdings (Board member Richard Clemmer interest); no transactions disclosed involving Broussard .
Compensation Governance Controls (Signals)
- Clawback: HP maintains an “Applicable Compensation Clawback Policy” (in addition to mandatory recovery), administered by the HRC Committee, covering cash and equity incentive compensation in cases of misconduct (applies to Section 16 officers and ELT; underscores HRC oversight rigor) .
- Compensation risk: Annual third-party risk assessment (Semler Brossy) concluded programs do not create material adverse risk; HRC oversees risk-mitigating design features .
Governance Assessment
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Strengths/Positive Signals
- Independent HRC Chair with prior CEO experience; robust remit over CEO pay, succession, and culture; 8 HRC meetings in FY24 indicate active oversight .
- Demonstrated engagement: HRC Chair participated in shareholder outreach alongside Board leadership; broad coverage of ~40% (FY24) and ~35% (FY25) of outstanding shares .
- Alignment: Elected to take RSUs in lieu of cash retainer; FY24 pay mix skewed to equity (cash $12.5k vs. stock $325k) .
- Compliance: Board-wide attendance at or above 75% threshold; executive sessions held regularly under independent Chair . Independence affirmed under stringent HP/NYSE standards .
-
Watch Items/Red Flags
- None disclosed specific to Broussard: no related-person transactions, no options/option repricings, no pledging disclosed, and no attendance shortfalls reported .