Julie Jacobs
HPAbout Julie Jacobs
Julie Jacobs is HP Inc.’s Chief Legal Officer and General Counsel, also serving as Corporate Secretary; she leads global legal, government affairs, brand security, compliance and ethics . She joined HP on October 3, 2022, after senior legal leadership roles at Yahoo (Senior EVP, GC & Corporate Secretary), Verizon Media, and AOL; she holds a BS in Finance (University of Colorado Boulder) and a JD (Georgetown University Law Center) . Company pay-versus-performance disclosures show HP TSR of 160.80 in FY2023 and 224.42 in FY2024 (value of $100 initial investment), with net income of $3,263m in FY2023 and $2,775m in FY2024, and PARSU EPS of 3.21 (FY2023) and 3.33 (FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Yahoo Inc. | Senior EVP, General Counsel & Corporate Secretary | 2021–2022 | Led Legal, Regulatory, Government Relations, Corporate Secretary and Compliance post-Apollo acquisition . |
| Verizon Media | Executive Vice President & General Counsel | 2017–2021 | Integrated Yahoo & AOL legal teams following Verizon’s acquisition of Yahoo; managed complex litigation/regulatory matters . |
| AOL | Executive Vice President, General Counsel & Corporate Secretary | 2010–2017 | Led AOL legal; supported Verizon acquisition of AOL in 2015 and subsequent integrations . |
| Milbank LLP | Attorney | Prior to in-house roles | Worked on financings, M&A, securities offerings and corporate matters . |
External Roles
Skip – no public company directorships disclosed in HP’s proxy for Jacobs.
Fixed Compensation
| Metric | FY2022 | FY2023 |
|---|---|---|
| Base Salary ($) | $58,333 | $700,000 |
| Target Bonus (% of Salary) | 100% (CLO target) | 100% (CLO target) |
| Non-Equity Incentive Payout ($) | $32,271 | $570,500 |
| Sign-on / One-time Cash ($) | — | $2,000,000 (foregone compensation at prior employer) |
| All Other Compensation ($) | — | $28,496 |
Performance Compensation
Annual Incentive Structure and 2023 Outcomes
| Component | Weighting | Target | Actual Funding | Payout Mechanics |
|---|---|---|---|---|
| GAAP Net Revenue (Financial metrics aggregate) | 75% total for three metrics (25% each) | 100% of target (part of overall AIP) | 54.0% funded (financial metrics aggregate) | Funded up to 200% per metric; total capped at 200% |
| Adjusted Non-GAAP Operating Profit | Included above | Included above | Included above | Included above |
| Non-GAAP Free Cash Flow | Included above | Included above | Included above | Included above |
| MBOs (Non-financial metrics) | 25% | 100% of target portion | 27.5% funded for Jacobs | Qualitative goals; HRC assessment |
| Total Annual Incentive | — | 100% of salary target for CLO | 81.5% of target; $570,500 payout | Contingent on service through FY end |
HRC Committee noted Jacobs’ MBO performance above target and strong leadership, bench-building, and legal/governance partnership during a dynamic environment .
Long-Term Incentive Mix and 2023 Grants (Grant Date: 12/8/2022)
| LTI Type | Target Mix (NEOs excluding CEO) | Quantity/Terms | Grant-Price/Exercise | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | 40% of LTI mix | 49,157 RSUs; vest ratably over 3 years from grant | — | $1,399,991 |
| PCSOs (Performance-Contingent Stock Options) | 30% | 111,316 options; 10-year term; vest in 3 tranches subject to stock price hurdles and service | $28.48 exercise price | $1,002,586 |
| PARSUs (Performance-Adjusted RSUs) | 30% | Threshold 5,242; Target 10,483; Max 31,449 shares | — | $451,503 |
| PARSUs – Fair value components | — | EPS component (probable) | — | $304,950 |
| PARSUs – Fair value components | — | EPS component (maximum) | — | $914,851 |
| PARSUs – TSR modifier | — | Monte Carlo model; vol 44.43%, risk-free 3.97%, ~2.9-year simulation | — | $146,552 |
PCSO Vesting Hurdles (Grant Price $28.48)
| Tranche | Stock Price Hurdle | Time Window to Achieve | Service Condition | Status as of 10/31/2023 |
|---|---|---|---|---|
| 1 | ≥115% of grant ($32.75) | Within 3 years | 1 year of service | Not met |
| 2 | ≥120% of grant ($34.18) | Within 4 years | 2 years of service | Not met |
| 3 | ≥130% of grant ($37.02) | Within 5 years | 3 years of service | Not met |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards
| Item | As of Date | Amount/Detail |
|---|---|---|
| Beneficially Owned Shares | Dec 31, 2023 | 62,496 shares; <1% of outstanding |
| Unvested RSUs – Count | Oct 31, 2023 | 291,358 units |
| Unvested RSUs – Market Value ($) | Oct 31, 2023 | $7,671,460 |
| PARSU – Unearned Units | Oct 31, 2023 | 10,483 units |
| PARSU – Payout/Market Value ($) | Oct 31, 2023 | $276,017 |
| PCSO – Unexercised Unearned Options | Oct 31, 2023 | 111,316 options; Exercise $28.48; Expires 12/7/2032 |
Ownership Guidelines, Hedging/Pledging Policies, Compliance
- Executives must attain, within five years, stock ownership equal to 7x base salary (CEO) and 5x base salary (other Section 16 officers); shares counted include directly held, 401(k), restricted stock, and time-vested RSUs (options excluded; PARSU cycles excluded). NEOs <5 years in role are on pace to meet guidelines .
- Hedging is prohibited; pledging and margin accounts are prohibited with limited exceptions for executive officers; insider trading policies govern transactions .
- No pledging by Jacobs is disclosed in HP’s proxies .
Employment Terms
Severance & Change-in-Control Framework
- Covered by HP’s Amended and Restated Severance and Long-Term Incentive Change in Control Plan for Executive Officers (SPEO); no individual employment agreements .
- Severance multiple: 1.5x base pay plus average bonus (or target if less than 3 years at level) for NEOs other than CEO; capped at 2.99x base + target bonus; double-trigger required for CIC benefits .
- Clawbacks: Mandatory Recovery Policy and Clawback Policy allow recovery of cash/equity compensation for misconduct regardless of restatement, covering up to three years of awards; excludes salary/benefits .
- Governance practices: no 280G tax gross-ups; no option repricing without shareholder approval .
Potential Payments Table (as of Oct 31, 2023)
| Scenario | Total ($) | Severance ($) | Stock Options ($) | RSUs ($) | PARSU ($) |
|---|---|---|---|---|---|
| Not for Cause | $3,100,671 | $2,131,069 | — | $693,585 | $276,017 |
| Change in Control | $10,630,581 | $2,131,069 | — | $7,671,460 | $828,052 |
| Disability | $8,499,512 | — | — | $7,671,460 | $828,052 |
| Death | $8,499,512 | — | — | $7,671,460 | $828,052 |
Investment Implications
- Strong pay-for-performance alignment: LTI heavily weighted to performance instruments (PCSOs and PARSUs) with explicit EPS and TSR linkages; annual incentives tied to revenue, operating profit, FCF, and MBOs .
- Retention risk appears contained: Large unvested RSU position ($7.7m as of FY2023) and PCSO hurdles (not yet met) create meaningful at-risk, time-based and performance-contingent value; RSUs vest over three years from 12/8/2022, supporting near-term retention .
- Insider selling pressure: 3-year ratable RSU vesting implies regular share releases; however, hedging/pledging prohibitions and insider trading policies mitigate misalignment risk .
- Change-in-control economics: Double-trigger with capped severance and substantial equity acceleration under CIC indicates balanced protection without gross-ups; clawbacks add downside for misconduct .
- Track record: HRC evaluated Jacobs’ MBOs above target in FY2023; background includes leading multi-billion strategic transactions (AOL-Verizon; Yahoo integrations), indicating high execution capability relevant to legal/governance risk management .
Additional References
- 8-K signature block affirms current titles (CLO, GC, Corporate Secretary) .
- Pay-versus-performance provides context for company TSR and profitability during Jacobs’ tenure .