Jami Miscik
HPAbout Jami Miscik
Independent director at HP Inc. since 2021; age 66. Senior Advisor, Lazard Geopolitical Advisory Group (since 2022). Core credentials in international affairs, intelligence, and risk assessment from senior roles at CIA (Deputy Director for Intelligence, 2002–2005) and National Security Council (Director for Intelligence Programs, 1995–1996), plus private sector sovereign risk and advisory experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Geopolitical Advisory Group | Senior Advisor | 2022–present | Geopolitical and macro-risk advisory |
| Kissinger Associates, Inc. | CEO & Vice Chairman; President | 2009–2022 (President 2009–2015; CEO & Vice Chair 2015–2022) | Global advisory; geopolitical insights |
| Lehman Brothers | Global Head of Sovereign Risk | 2005–2008 | Country risk assessment |
| Central Intelligence Agency | Deputy Director for Intelligence; 22-year CIA career | DDI 2002–2005; 22-year career | Intelligence production and analysis leadership |
| National Security Council | Director for Intelligence Programs | 1995–1996 | Interagency oversight of intelligence programs |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| General Motors Company | Director | Current | Public company board |
| Morgan Stanley | Director | Current | Public company board |
| EMC Corporation | Director | Prior | Prior public board |
| Pivotal Software, Inc. | Director | Prior | Prior public board |
Board Governance
- Independence: Determined independent under NYSE and HP standards; Board reviewed transactions involving organizations with which directors (including Miscik) are affiliated and found no material relationships impairing independence .
- Committee assignments: Audit Committee member; Nominating, Governance and Social Responsibility (NGSR) Committee member .
- Committee activity: Audit met 9 times; NGSR met 4 times in fiscal 2024 .
- Attendance: The Board held seven meetings; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings in fiscal 2024 .
- Board leadership: Independent Chair (Chip Bergh); regular executive sessions of independent directors .
Fixed Compensation
| Item | Fiscal 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | HP standard non-employee director cash retainer |
| Equity retainer (RSUs/fully vested shares) | $220,021 (grant date fair value) | Annual equity retainer; not subject to service-related vesting |
| Committee chair fees | $0 | Not a chair; chair fees are $35k (Audit), $25k (HRC), $20k (NGSR/other) per program |
| Meeting fees | $0 | No excess meeting fees paid in fiscal 2024 |
Program structure reference:
- Annual cash: $105,000; equity: $220,000; Chair add’l cash: $200,000; excess meeting fees: $2,000 per meeting beyond 10 per Board/committee .
- Directors may defer cash or equity; some elected RSUs in lieu of cash; equity grants for directors are fully vested to emphasize alignment (not retention) .
Performance Compensation
- Director equity compensation is not performance-based; annual director equity grants are fully vested and not tied to KPIs or service vesting .
- HP prohibits director hedging and pledging of HP securities, supporting alignment with shareholders .
| Component | Metric | Vesting/Performance Link |
|---|---|---|
| Annual director equity | None | Fully vested at grant; no performance conditions |
Other Directorships & Interlocks
- Current public company boards: GM and Morgan Stanley .
- Independence review: Board considered ordinary-course business with organizations where directors serve (including Miscik) and determined relationships were below quantitative thresholds and did not impair independence .
- Overboarding policy: Directors limited to ≤5 public company boards (including HP); new outside boards require NGSR approval .
Expertise & Qualifications
- International business and affairs; risk management; government and government affairs; strategy; finance and capital allocation; technology/cybersecurity/science (Board skills taxonomy) .
- Brings unique geopolitical and macro-risk perspective to HP’s oversight and strategy .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (HP common stock) | 28,350 shares; less than 1% | As of Dec 31, 2024; holdings under 1% flagged by HP |
| Director stock ownership guidelines | 5× annual cash retainer target within 5 years; directors <5 years on track | Applies to all non-employee directors |
| Outstanding director stock awards at FY-end | Not disclosed as outstanding for Miscik in FY24 table (—) | Miscik did not show deferred outstanding units in FY24 table |
Insider trades (Form 4):
| Date (Transaction) | Type | Shares Transacted | Post-Transaction Holdings | Security | Source |
|---|---|---|---|---|---|
| 2024-04-22 | Award (A) | 7,943 | 28,350 | Common Stock | |
| 2025-04-14 | Award (A) | 9,568 | 37,918 | Common Stock |
Governance Assessment
- Strengths: Clear independence; active Audit and NGSR committee participation (critical for financial oversight, cybersecurity, ESG, and governance refresh); robust attendance; geopolitical risk expertise valuable to HP’s global operations .
- Alignment: Equity grants structured for ownership (fully vested), strong ownership guidelines, and anti-hedging/pledging policies support investor alignment .
- Signals: Board’s say-on-pay support at >91% in 2024 indicates shareholder confidence in compensation governance . Executive sessions held regularly; independent chair structure reinforces oversight quality .
- Conflicts/Red flags: No related-party transactions disclosed involving Miscik; Board independence review found ordinary-course relationships immaterial . Overboarding risk appears controlled under HP’s policy (≤5 boards) .
Overall, Miscik’s committee roles (Audit, NGSR), independence, attendance, and geopolitical risk expertise support Board effectiveness; compensation and ownership policies minimize conflicts and enhance alignment.