Richard L. Clemmer
HPAbout Richard L. Clemmer
Independent director at HP Inc. since 2020, age 73, and an audit committee financial expert. He serves as Chair of the Finance, Investment and Technology (FIT) Committee and is a member of the Audit Committee; current role includes General Partner at Socratic Partners and Chairman of Privafy, Axon Networks, Pallidus and SecEdge, Inc. Prior operating roles include CEO of NXP Semiconductors (2009–May 2020), Senior Advisor at KKR (2007–2008), and CEO of Agere Systems (2005–2007) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NXP Semiconductors N.V. | Chief Executive Officer and Executive Director | Jan 2009–May 2020 | Led strategic transactions including acquisitions and integrations |
| Kohlberg Kravis Roberts & Co. | Senior Advisor | May 2007–Dec 2008 | Strategic advisory experience |
| Agere Systems Inc. | President & Chief Executive Officer | Oct 2005–Apr 2007 | Executed key strategic transactions |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Socratic Partners | General Partner | Current | Private investment role |
| Privafy, Inc. | Chairman | Current | Private company chair |
| Axon Networks | Chairman | Current | Private company chair |
| Pallidus | Chairman | Current | Private company chair |
| SecEdge, Inc. | Chairman | Current | Private company chair |
| Seagate Technology Holdings plc | Director | Current | Other public company board |
Board Governance
- Committee assignments: Chair, FIT Committee; Member, Audit Committee; designated audit committee financial expert .
- Independence: Board determined Audit Committee members, including Clemmer, meet NYSE/SEC independence and financial literacy standards .
- Attendance and engagement: Board held seven meetings with executive sessions; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings in FY2024 . Executive sessions were regularly conducted and chaired by the independent Board Chair .
- Board leadership and oversight focus: FIT oversight spans treasury, capital allocation, M&A/strategic alliances, technology strategy, and risk assessment; in FY2024 committee chairs included Audit (Meline) and FIT (Clemmer) .
| Meeting Counts | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings (executive sessions) | 7 | 7 |
| Audit Committee | 11 | 9 |
| FIT Committee | 6 | 4 |
| HRC Committee | 5 | 8 |
| NGSR Committee | 5 | 4 |
Fixed Compensation
- Director compensation structure (2024 Board Year): annual cash retainer $105,000; annual equity retainer $220,000 (fully vested, granted at annual meeting); committee chair fees: Audit $35,000, HRC $25,000, NGSR $20,000, other standing committees $20,000; Chair of Board receives additional $200,000 cash retainer .
- Deferral/election features: Directors may defer cash and chair fees; may elect RSUs in lieu of cash retainer, and may defer RSU settlement; Clemmer elected RSUs in lieu of cash for all or a portion of his annual cash retainer in FY2024 .
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (paid) | — | 0 |
| Committee chair and chair fees (cash) | 18,352 | 20,000 |
| Additional meeting fees | 2,000 | 0 |
| Fees earned or paid in cash (reported) | 20,352 | 20,000 |
| Stock awards (grant-date fair value) | 325,025 | 325,032 |
| Total compensation | 345,377 | 345,032 |
| Equity Award Details | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards granted (#) | 11,029 | 11,734 |
| Grant-date fair value ($) | 325,025 | 325,032 |
| Stock awards outstanding at FY end (#) | 46,852 | 60,269 |
| Option awards outstanding at FY end (#) | — | — |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Performance metrics tied to director pay | None; non-employee director equity is fully vested RSUs, not subject to service-related vesting | None; non-employee director equity is fully vested RSUs, not subject to service-related vesting |
Director compensation is primarily fixed cash/equity retainers with committee chair fees; no TSR/operational metrics or bonus plans apply to non-employee directors .
Other Directorships & Interlocks
| Company | Status | Role | Notes |
|---|---|---|---|
| Seagate Technology Holdings plc | Current | Director | Public company directorship |
| Aptiv PLC | Prior | Director | Prior board service |
| NCR Corporation | Prior | Director | Prior board service |
| NXP Semiconductors N.V. | Prior | Director | Prior board service alongside CEO role |
| i2 Technologies, Inc. | Prior | Director | Prior board service |
- Overboarding policy: HP limits service to ≤5 public company boards including HP; NGSR reviews/approves outside public boards; Board determined nominees can responsibly perform duties under these limits .
Expertise & Qualifications
- Financial, capital allocation, M&A and technology leadership from CEO roles in semiconductors, storage, e-commerce and software; experienced in acquisitions/integration .
- Audit committee financial expert designation by the Board .
- Skills matrix includes business and management, risk management, strategic transactions/M&A, and technology/cybersecurity .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 65,534 | <1% of outstanding |
| Deferred stock/RSUs (included above) | 60,269 | Deferred until termination of Board service |
| Options outstanding | 0 | None outstanding |
| Compliance with director stock ownership guidelines | Company states directors with >5 years met, and those <5 years met or on track; guideline is ≥5× annual cash retainer within 5 years |
Governance Assessment
- Board effectiveness: As FIT Chair, Clemmer oversees capital allocation, M&A, and technology strategy, aligning board oversight with HP’s strategic priorities; Audit membership and financial expert status strengthen financial and risk oversight .
- Independence and attendance: Determined independent under NYSE/SEC; attended at least 75% of aggregate meetings in FY2024; Board and committees met regularly with executive sessions, supporting robust oversight .
- Compensation alignment: Elected RSUs in lieu of cash retainer, with fully vested equity retainer and modest FIT chair fee ($20,000), indicating alignment through equity and limited cash beyond chair fees; no options outstanding reduces risk of option repricing concerns .
- Potential conflicts and related-party exposure: HP entered into an arm’s-length transaction in Q2 FY2025 with Greenwave Holdings Inc., in which Clemmer holds a 25% equity interest; expected FY2025 amount ≈$2.6M including a $2.0M upfront exclusivity fee. This is a governance-sensitive related-party transaction requiring continued monitoring of disclosure, approval process, and recusal practices. RED FLAG: related-party transaction with an entity in which the director has a significant interest .
- Overboarding risk: Only one other current public board (Seagate), within HP’s policy limiting service to ≤5; NGSR oversight mitigates overcommitment risk .