Enrique Lores
HPAbout Enrique Lores
Enrique Lores, age 59, is President, CEO, and Director of HP Inc., serving as CEO since November 2019 and on HP’s Board since 2019; he also serves on PayPal’s board . Under his leadership in FY2024, HP reported $53.6B in net revenue, delivered $4.5B non-GAAP operating profit and $3.3B non-GAAP free cash flow, while advancing AI PCs and the Workforce Experience Platform . Long-term performance equity is tied to adjusted non-GAAP EPS with a 3-year TSR modifier; the 2022–2024 PARSUs paid 52% with TSR at the 69th percentile vs the S&P 500, evidencing pay-for-performance calibration . HP’s 2024 say-on-pay support exceeded 91%, signaling investor alignment with the program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HP Inc. | President, Imaging and Printing Solutions | Nov 2015–Oct 2019 | Led global printing solutions portfolio |
| Hewlett-Packard Company | Separation Leader | 2014–Oct 2015 | Oversaw corporate separation program |
| Hewlett-Packard Company | SVP & GM, Business Personal Systems | 2013–2014 | Led business personal systems unit |
| Hewlett-Packard Company | SVP, Worldwide Customer Support & Services | 2011–2013 | Ran global support and services |
| Hewlett-Packard Company | SVP, Worldwide Sales and Solutions Partner Organization | 2008–2011 | Managed global sales/partner org |
| Hewlett-Packard Company | VP & GM, Large Format Printing | 2003–2008 | Led large format printing growth |
| Hewlett-Packard Company | VP, Imaging & Printing Group, EMEA | 2001–2003 | Regional leadership, EMEA |
| Hewlett-Packard Company | Various roles | 1989–2001 | Progressive leadership roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PayPal Holdings, Inc. | Director | 2019–present | Current public company board |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 1,250,000 | CEO |
| 2023 | 1,300,000 | CEO |
| 2024 | 1,400,000 | 8% increase vs 2023 |
| Component | FY2024 Details |
|---|---|
| Target Annual Bonus | 200% of base salary for CEO |
| Perquisites (FY2024) | Personal aircraft usage ($164,979), financial counseling ($16,767), ground transportation ($27,396), security ($2,184), other personal expenses ($31,333), 401(k)/NQDC match ($27,000) totaling $290,419 |
Performance Compensation
| Component | Design | Weight | Vesting | Target(s) | FY2024 Actual/Payout |
|---|---|---|---|---|---|
| Annual Incentive | Corporate metrics + MBOs | 25% revenue; 25% adj. non-GAAP operating profit; 25% non-GAAP FCF; 25% MBOs | Cash, annual | Revenue $53.6B; Operating profit target $5.1B; FCF target $3.4B | Funding: Revenue 24.9%; Op profit 17.1%; FCF 24.3%; Financial total 66.3% reduced to 60%; MBOs 25%; CEO payout 85% of target = $2,380,000 |
| PARSUs (FY2024 grant) | Adjusted non-GAAP EPS (80%) with 3-year TSR modifier; KGA revenue (20%) | 70% of LTI value (CEO) | 3-year cliff (FY2026 end) | Yearly EPS set annually; TSR modifier ±50% based on 3-year TSR quartiles; KGA revenue assessed in FY2026 | FY2024 EPS achieved at 80% vs $3.45 target; final payout depends on FY2025–2026 EPS, TSR, and FY2026 KGA revenue |
| RSUs (FY2024 grant) | Time-vesting equity with dividend equivalents | 30% of LTI value (CEO) | Ratable over 3 years (annual third) | — | — |
| Long-Term Incentive Grants (FY2024, CEO) | PARSUs ($) | RSUs ($) | Total ($) |
|---|---|---|---|
| Target Values | 12,600,000 | 5,400,000 | 18,000,000 |
| Historical LTI Outcomes | Metric | Result |
|---|---|---|
| FY2022–2024 PARSUs | EPS average 52%; 3-year TSR 69th percentile vs S&P 500; payout 52% (no TSR uplift) |
| Multi-Year Compensation (CEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,250,000 | 1,300,000 | 1,400,000 |
| Stock Awards ($) | 12,844,359 | 10,148,835 | 15,289,708 |
| Option Awards ($) | 5,341,057 | 5,714,757 | — |
| Non-Equity Incentive ($) | 1,445,564 | 1,989,000 | 2,380,000 |
| All Other Comp ($) | 198,946 | 305,924 | 290,419 |
| Total ($) | 21,079,926 | 19,458,516 | 19,360,127 |
Equity Ownership & Alignment
| Ownership Detail (as of 12/31/2024 unless noted) | Value |
|---|---|
| Total beneficial shares | 1,721,390 (includes 743,210 options; 888,908 via a LP controlled by Lores) |
| % of shares outstanding | ~0.18% (1,721,390 ÷ 942,984,838) |
| Unvested RSUs | 355,809 units; market value $12,638,348 (at $35.52) |
| Unearned PARSUs (target/threshold basis) | 237,407 units; payout value $8,432,697 (at $35.52) |
| Options exercisable/unexercisable | 637,460 exercisable @ $23.68 (exp. 12/6/2030); additional performance-contingent tranches (exp. 12/6/2031 and 12/7/2032) |
| Recent equity activity (FY2024) | Exercised 211,501 options ($989,044 realized); 250,667 shares vested ($7,751,938 realized) |
| Ownership guidelines | CEO must hold ≥7x base salary; NEOs in role >5 years have met guidelines (includes CEO) |
| Hedging/pledging | Prohibited for executives and directors; margin accounts generally prohibited |
| Upcoming RSU Release Schedule (CEO) | Dec 7, 2024 | Dec 7, 2025 | Dec 7, 2026 |
|---|---|---|---|
| Shares (+ dividend equivalents) | 159,713 | 119,487 | 59,446 |
Note: RSU tranches vest ratably over 3 years; PARSUs vest on a 3-year cliff subject to performance; performance-contingent stock options vest by tranches upon stock price hurdles and service conditions; certain FY2021/2022 PCSO tranches were forfeited or vested in FY2024 per hurdle outcomes .
Employment Terms
| Term | CEO (Lores) |
|---|---|
| CEO start date | November 1, 2019 |
| Contract structure | No fixed-term employment agreement; compensation set by HRC and independent Board |
| Severance (SPEO) | 2.0x base + average/target bonus; ≤2.99x cap; plus 18 months COBRA stipend; pro-rata annual bonus at discretion |
| Equity treatment (involuntary, not for cause) | Pro-rata vesting of unvested equity; options exercisable for up to 1 year or original expiry |
| Change-in-control | Double trigger (or modified if awards not assumed); full vesting of RSUs/options; PARSUs/PCSOs vest based on actual results (completed periods) or target (open periods) |
| Clawbacks | Mandatory recovery policy for restatements (Dodd-Frank/NYSE compliant); misconduct clawback covering cash/equity (3-year lookback) |
Board Governance
- Director since 2019; not independent (current CEO); Board is led by an independent Chair (Chip Bergh) and limits committee membership to independent directors .
- Committee roles: None; CEO does not serve on Board committees .
- Meeting attendance: In FY2024, the Board held 7 meetings with regular executive sessions; each incumbent Director attended ≥75% of Board and committee meetings during their service period .
- Executive sessions: Independent Directors met regularly in executive session chaired by the independent Chair .
- Director compensation: Lores receives no compensation for Board service as an employee-director .
Compensation Committee Analysis
- HRC Committee (Chair: Bruce Broussard) met 8 times in FY2024; retains independent consultant Semler Brossy; oversees executive and director compensation, succession planning, culture, and human capital metrics .
- FY2024 program changes increased performance equity weighting (CEO 70%), added KGA revenue to PARSUs (20%), and discontinued stock options in LTI design, tightening pay-for-performance .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approval exceeded 91% of voted shares, indicating strong investor support for HP’s executive compensation structure and alignment .
- HP conducts ongoing investor outreach on strategy, governance, compensation, and ESG; Board leadership participates directly in engagements .
Investment Implications
- High performance equity mix (70% PARSUs for CEO) tied to multi-year EPS with TSR modifier plus KGA revenue materially aligns realized pay with long-term shareholder outcomes; prior three-year PARSU payout at 52% supports calibration discipline .
- Upcoming RSU releases for the CEO across 2024–2026 and continuing PARSU cycles represent predictable equity supply events; insider selling pressure could arise around vest dates depending on tax and diversification needs, though hedging/pledging are prohibited, supporting alignment .
- Robust clawbacks (restatement and misconduct) and double-trigger change-in-control terms mitigate governance risk; severance capped and standardized, limiting adverse pay outcomes in transition scenarios .
- Strong say-on-pay support and independent Chair structure reduce dual-role risk (CEO + Director), while CEO not serving on committees preserves committee independence .
Additional FY2024 performance context: Net revenue $53.6B, non-GAAP operating profit $4.5B, non-GAAP free cash flow $3.3B, with strategic emphasis on AI PCs and workforce solutions; proxy highlights board refresh and ESG oversight breadth .