Fama Francisco
HPAbout Fama Francisco
Fama Francisco (age 56) is an independent director of HP Inc., appointed June 17, 2024; she is Chief Executive Officer, Baby, Feminine & Family Care at Procter & Gamble (P&G) since 2019, bringing deep global consumer brand-building and product innovation experience . Tenure on HP’s board: since 2024; independence affirmed by the Board, with routine commercial interactions between HP and her employer deemed immaterial under HP’s independence thresholds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble (P&G) | CEO, Baby, Feminine & Family Care (leads P&G’s second-largest sector including Pampers, Always, Tampax, Luvs, Bounty, Charmin, Puffs) | 2019–present | Extensive global consumer brand and product innovation leadership; first female sales manager hired by P&G Philippines (1989); among youngest women promoted to President; first Asian female Sector CEO in P&G’s history |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HP Inc. | Director (Independent) | 2024–present | Committees: Nominating, Governance & Social Responsibility (NGSR) and HR & Compensation (HRC) |
| Organon & Co. | Prior Public Company Director | — | Prior board service (dates not disclosed here) |
| Procter & Gamble | Senior Executive (non-director employment) | 1989–present | Current CEO, Baby, Feminine & Family Care |
Board Governance
- Committee assignments (current): NGSR Committee (member) and HRC Committee (member) . She is not listed as a chair of any committee .
- Independence status: Independent. The Board considered that her employer (P&G) had ordinary-course business with HP within the last three fiscal years; amounts were below the greater of $1 million or 2% of either company’s consolidated revenues, and the Board concluded this does not impair independence .
- Attendance and engagement: In fiscal 2024, the Board held 7 meetings; committees met as follows—Audit (9), Finance, Investment & Technology “FIT” (4), HRC (8), NGSR (4). Each incumbent director serving in fiscal 2024 attended at least 75% of aggregate Board and applicable committee meetings during their service period .
- Executive sessions: Directors (non-management) met regularly in executive session, chaired by the independent Chair of the Board .
- Overboarding policy: HP limits service to five public company boards including HP; directors must seek NGSR approval before joining outside for‑profit boards. The Board reviewed director commitments and determined nominees can responsibly perform all duties .
Fixed Compensation
Director compensation structure (program terms)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee directors) | $105,000 per Board Year |
| Annual equity retainer (non‑employee directors) | $220,000 in fully vested equity; intended for alignment, not service-vesting |
| Chair of the Board additional cash retainer | $200,000 |
| Committee Chair fees | Audit $35,000; HRC $25,000; NGSR $20,000; other standing committees $20,000 |
| Excess meeting fees | $2,000 per Board meeting beyond 10; $2,000 per committee meeting beyond 10 per committee per Board Year |
| Deferrals/alternatives | Directors may defer cash/fees and may elect equity in lieu of cash; company aircraft permitted for Board travel |
Francisco – fiscal 2024 cash compensation
| Name | Annual Cash Retainer Earned ($) | Committee Chair/Chair Fees ($) | Additional Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| Fama Francisco | 38,932 | — | — | 38,932 |
Notes: Francisco joined the Board June 17, 2024; cash retainer was prorated for partial first Board Year .
Performance Compensation
HP does not tie non‑employee director pay to operational or market performance metrics; equity is delivered as fully vested shares/RSUs to align with shareholders and is not service‑vested .
Francisco – fiscal 2024 equity compensation
| Name | Stock Awards Granted (#) | Grant‑Date Fair Value ($) | Options Outstanding (#) | Stock Awards Outstanding at FY End (#) |
|---|---|---|---|---|
| Fama Francisco | 4,312 | 154,930 | — | — |
Total fiscal 2024 director compensation (cash + equity)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Fama Francisco | 38,932 | 154,930 | — | 193,862 |
Other Directorships & Interlocks
| Company | Relationship to HP | Interlock/Transaction Considerations |
|---|---|---|
| Procter & Gamble (employer) | Ordinary‑course commercial dealings with HP over the last three fiscal years | Board reviewed and found amounts below the greater of $1 million or 2% revenue threshold; independence maintained |
| Organon & Co. (prior) | Prior directorship | No HP interlock disclosed |
Expertise & Qualifications
- Global consumer and brand leadership; leads P&G’s second-largest sector spanning multiple household brands (Pampers, Always, Tampax, Luvs, Bounty, Charmin, Puffs) .
- Track record of breaking barriers and building teams across geographies (first female sales manager at P&G Philippines; first Asian female Sector CEO at P&G) .
- Board‑relevant skills identified by HP for director nominees include customer experience, disruptive innovation, human capital, international business, operations, and strategy; Francisco was added for deep consumer brand-building and innovation with a global perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Fama Francisco | 4,312 | <1% | No outstanding stock awards or options at FY2024 end; equity retainer was prorated and delivered as fully vested shares . |
Ownership guidelines
- Non‑employee directors must hold HP stock equal to 5x the annual cash retainer within five years; directors with <5 years of service were on track as of FY2024 year‑end .
Governance Assessment
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Strengths
- Independent director with fresh perspective (joined 2024) on consumer brand-building and product innovation; complements HP’s go‑to‑market and customer experience focus .
- Active roles on NGSR and HRC—committees central to governance, ESG oversight, human capital, executive pay design, and succession planning .
- Attendance standards met by all incumbents; Board and committees maintain robust cadence (Board: 7; HRC: 8; NGSR: 4 in FY2024); regular executive sessions led by an independent Chair support effective oversight .
- Director pay emphasizes shareholder alignment via fully vested equity; strong 5x retainer stock ownership guideline; deferral options available .
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Potential watch items
- Related‑party exposure via P&G commercial relationships exists but was reviewed and deemed immaterial under HP’s independence thresholds; continue monitoring for any expansion in scope or size of transactions (Board affirmed independence) .
- As a sitting P&G sector CEO, time commitments are material; HP’s overboarding/bylaw limits (max 5 public boards including HP) and pre‑approval process mitigate overboarding risk; Board determined nominees’ commitments are manageable .
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Shareholder engagement context
- HP conducted extensive governance outreach (~35% of outstanding shares in FY2025 governance profile outreach; ~40% in FY2024 annual outreach), covering strategy, governance, executive compensation, and Sustainable Impact—indicative of a responsive board culture she joins and helps oversee .
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Director compensation summary (2024)
- Francisco received $38,932 cash (prorated) and $154,930 in equity (fully vested shares; 4,312 shares), totaling $193,862 for the period served—no options outstanding .
No RED FLAGS identified specific to Francisco. The Board explicitly assessed and maintained her independence despite ordinary-course dealings with her employer, with amounts below HP’s materiality thresholds .