Mary Anne Citrino
HPAbout Mary Anne Citrino
Independent director at HP Inc. since 2015; age 65. Senior Advisor and former Senior Managing Director at Blackstone (since 2004), with a 30+ year investment banking career at Morgan Stanley focused on consumer products and health care services. Recognized by HP’s Board as an Audit Committee “financial expert.” Committees: Audit; Finance, Investment and Technology (FIT). Tenure ~10 years, independence affirmed under NYSE and HP standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone | Senior Advisor; former Senior Managing Director | 2004–present | Strategic finance/investment expertise applied to HP’s FIT oversight |
| Morgan Stanley | Managing Director; Global Head, Consumer Products Investment Banking; Co-head, Health Care Services Investment Banking | 1986–2004 | Deep M&A and capital markets experience; informs HP’s Audit and FIT risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Alcoa Corporation | Director | Current | Current public company board per HP proxy |
| Health Net, Inc. | Director | Prior | Prior public company board |
| Dollar Tree Inc. | Director | Prior | Prior public company board |
| Barclays | Director | Prior | Prior public company board |
| Ahold Delhaize | Director | Prior | Prior public company board |
Board Governance
- Committee assignments: Audit; Finance, Investment and Technology (FIT). Audit Committee designated “financial expert”; Audit met 9x in FY24; FIT met 4x.
- Independence and attendance: Board held 7 meetings in FY24; all incumbent directors attended ≥75% of Board and applicable committee meetings; HP confirms supermajority independence and executive sessions led by independent Chair.
- Election support: Re-elected April 14, 2025 with 693,505,639 “For” vs 3,803,763 “Against” (99.5% of votes cast for/against), signaling strong investor confidence.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $0 | Elected to receive RSUs in lieu of cash for all or portion of annual cash retainer |
| Committee/Chair Fees (Cash) | $32,188 | FY2024 cash fees; committee chair fees prorated across changes |
| Annual Equity Retainer (RSUs) | $220,021 | Standard non-employee director grant for 2024 Board Year |
| Additional Equity (RSUs in lieu of cash) | Included in “Stock awards” | Several directors (incl. Citrino) elected equity in lieu of cash |
| Total Stock Awards (Grant-date fair value) | $325,032 | 11,734 shares granted; fair value per grant-date pricing methodology |
| Total Compensation | $357,220 | Fees + stock awards |
Program structure (Board-wide):
- Annual cash retainer: $105,000; Chair retainer: $200,000; Committee chair fees: Audit $35,000; HRC $25,000; NGSR $20,000; other standing committees $20,000. Meeting fees only if >10 per year; none paid FY2024. Directors can defer cash and/or elect RSUs in lieu of cash; equity grants are fully vested (not service-vested).
Performance Compensation
- HP does not tie non-employee director equity to performance; director equity grants are fully vested RSUs and may be deferred; no performance metrics apply to director compensation.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Alcoa Corporation |
| Independence review | Board reviewed ordinary-course transactions with entities where directors (including Citrino) serve as non-employee directors/trustees; amounts below materiality thresholds. Independence affirmed. |
| Related-party exposure | No Citrino-specific related-party transactions disclosed; a separate arms’-length technology arrangement with an entity owned by another director (Clemmer) is disclosed. |
Expertise & Qualifications
- Audit Committee financial expert; deep finance/capital allocation, strategic transactions/M&A, risk management, and international business exposure from Blackstone/Morgan Stanley career.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 260,307 | As of Dec 31, 2024 |
| Percent outstanding | <1% | Below 1% threshold |
| Options exercisable | 159,671 | Included in beneficial ownership |
| Deferred stock units/RSUs | 71,277 | Elected deferral until end of Board service |
| Stock awards outstanding | 95,322 | Includes deferred units and dividend equivalents |
Ownership alignment:
- Director stock ownership guideline: ≥5x annual cash retainer within five years; all with >5 years met guidelines; those with <5 years on track. Citrino (director since 2015) meets guideline.
Insider trading and filings:
- Filed Form 4 on April 16, 2025, reflecting changes in beneficial ownership associated with director equity awards; filed by Attorney-in-Fact Rick Hansen.
Governance Assessment
- Board effectiveness: Dual committee membership (Audit, FIT) plus Audit financial expert designation positions Citrino to oversee financial reporting integrity, cyber/data protection oversight, capital allocation, and M&A diligence—core governance levers at HP.
- Independence and engagement: Independence affirmed; Audit (9x), FIT (4x), and Board (7x) meeting cadence in FY24, with ≥75% attendance by incumbents, indicates active oversight.
- Ownership alignment: Significant beneficial ownership with long-tenured compliance to stringent director ownership guidelines; use of RSUs (and deferrals) aligns incentives with long-term shareholder value.
- Investor confidence signal: 99.5% “For” vote in 2025 director election reflects broad shareholder support and low governance controversy risk.
- Conflicts/RED FLAGS: No related-party transactions disclosed for Citrino; independence review noted ordinary-course relationships below thresholds. No disclosures of pledging or hedging; no tax gross-ups; director equity not repriced. Overall low conflict profile.
Overall, Citrino’s finance/M&A expertise, Audit financial expert status, and strong shareholder support enhance HP’s board effectiveness on capital allocation and risk oversight, with solid alignment through equity ownership and a low-conflict posture.