Chip Bergh
HPAbout Chip Bergh
Chip Bergh, age 67, is HP’s independent Chair of the Board. He has served as a Director since 2015 and as Chair since 2017. He is currently a Senior Lecturer at Harvard Business School and serves on HP’s HR and Compensation Committee and the Nominating, Governance and Social Responsibility (NGSR) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Levi Strauss & Co. | President, CEO and Director | Sep 2011–Jan 2024 | Led global operational and strategic initiatives; extensive brand management experience |
| Procter & Gamble Co. | Group President, Global Male Grooming | 2009–Sep 2011 | Oversaw major consumer segment; international operations |
| Procter & Gamble Co. | Various executive roles | 28 years | Managed businesses in multiple regions worldwide; deep operational background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvard Business School | Senior Lecturer | Current | Academic role alongside HP Board service |
| Pinterest, Inc. | Director | Current | Only current public company board listed; no HP related-party transactions disclosed |
| Levi Strauss & Co. | Director (prior) | Prior | Former CEO/director |
| VF Corporation | Director (prior) | Prior | Prior public company board |
Board Governance
- Independent Chair responsibilities include: setting Board agendas/calendars; chairing Board meetings and the annual meeting; leading executive sessions of independent Directors; coordinating CEO evaluation with HRC; overseeing Board/committee evaluations via NGSR; and approving Board information flow .
- Committee memberships:
- HRC Committee member (Chair: Bruce Broussard; 8 meetings in FY2024) .
- NGSR Committee member (Chair: Kim K.W. Rucker; 4 meetings in FY2024) .
- Attendance and executive sessions: The Board held seven meetings in FY2024, all with executive sessions. Each incumbent Director attended at least 75% of aggregate Board and applicable committee meetings; as independent Chair, Bergh scheduled and chaired each executive session .
- Independence: Bergh is independent under HP’s and NYSE standards; HP maintains a supermajority independent Board and independent Chair structure .
Fixed Compensation
| Component | Amount ($) | Period/Detail |
|---|---|---|
| Chair Retainer (cash) | 200,000 | FY2024; additional cash retainer for Chair role |
| Annual Cash Retainer (standard) | 105,000 | 2024 Board Year baseline for non-employee Directors |
| Annual Equity Retainer | 220,000 | 2024 Board Year; fully vested shares/RSUs (no service vesting) |
| Total FY2024 Director Compensation | 525,032 | Fees Earned/Paid in Cash: 200,000; Stock Awards: 325,032 |
Notes:
- Directors may elect to receive RSUs in lieu of cash retainer; Bergh elected RSUs in lieu of cash for all or a portion of his annual cash retainer in FY2024 .
- Director equity grants are intended for alignment and are not subject to service-related vesting .
Performance Compensation
| Metric/Plan Feature | Details |
|---|---|
| Performance-based equity for Directors | None; non-employee Director equity grants are fully vested and not tied to performance metrics |
| Meeting fees | Only paid for meetings in excess of ten per Board Year ($2,000 per excess meeting); none paid in FY2024 |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Pinterest, Inc. | Director | No related-person transaction disclosed with HP; Board affirmed independence |
Expertise & Qualifications
- Skills: business and management; current/former CEO; customer experience; disruptive innovation; ESG; finance/capital allocation; government affairs; human capital; international business; operations; risk management; M&A; strategy; technology/cybersecurity/science .
- Background: >40 years at Levi Strauss and Procter & Gamble; strong operational/strategic and brand management experience; public company governance expertise .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 251,885 |
| Percent of outstanding | <1% (*) |
| Options outstanding (as of FY2024 year-end) | 146,148 |
| Right to acquire via options (included in beneficial ownership) | 146,148 |
| Stock awards outstanding (as of FY2024 year-end) | 78,582 |
| FY2024 stock awards granted (#) | 11,734 |
| FY2024 stock awards grant-date fair value ($) | 325,032 |
| Shares pledged as collateral | Not disclosed |
Governance Assessment
- Positive signals:
- Independent Chair since 2017 with clearly defined responsibilities, enhancing Board oversight and management accountability .
- Active engagement: Chair leads executive sessions and participates in shareholder outreach alongside committee chairs; Board reports broad governance outreach coverage .
- Strong alignment: Bergh elected RSUs in lieu of cash; Director equity grants fully vested for alignment; stock ownership guideline is 5x the cash retainer, and Directors with >5 years (including Bergh) met the guideline at fiscal year-end .
- Committee effectiveness: HRC and NGSR charters show robust oversight over executive pay, director compensation, governance practices, ESG, and risk; HRC retains Semler Brossy as independent advisor with no other services, supporting independence and pay-for-performance integrity .
- Conflict/related-party check:
- No related-person transaction disclosed involving Bergh; Board reaffirmed his independence after reviewing transactions since FY2022 .
- Attendance/engagement:
- Board held 7 meetings in FY2024; all Directors met at least 75% attendance; Bergh chaired executive sessions, indicating strong engagement .
- RED FLAGS:
- None identified for Bergh in FY2024 across attendance, related-party transactions, or compensation anomalies. Note: legacy option holdings are disclosed, but no repricings or hedging/pledging disclosures specific to Bergh were reported .
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