Stacy Brown-Philpot
HPAbout Stacy Brown-Philpot
Independent HP Inc. director since 2015, age 49, and Founder/Managing Director of Cherryrock Capital (since 2023). Prior roles include CEO of TaskRabbit (2016–2020), COO of TaskRabbit (2013–2016), and senior operating roles at Google; she also served on the SoftBank Opportunity Fund investment committee (2020–2023). Her profile emphasizes operational, analytical, financial, and strategic expertise relevant to HP’s oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TaskRabbit | Chief Executive Officer | Apr 2016–Aug 2020 | Led online labor marketplace; operating and strategic leadership |
| TaskRabbit | Chief Operating Officer | Jan 2013–Apr 2016 | Scaled operations and execution |
| Google Ventures | Entrepreneur-in-Residence | May 2012–Dec 2012 | Venture incubation/innovation exposure |
| Senior Director, Global Consumer Operations | 2010–May 2012 | Led consumer operations; prior director-level positions pre-2010 | |
| Goldman Sachs; PwC | Senior analyst/senior associate | Pre-2003 | Financial and analytical foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cherryrock Capital | Founder & Managing Director | Since 2023 | Venture investing; governance/strategy lens |
| SoftBank Opportunity Fund | Investment Committee Member | Jun 2020–Jun 2023 | Early-stage investing; diverse founders focus |
| Nordstrom, Inc. | Director (prior) | Not disclosed | Retail and consumer experience |
Board Governance
| Governance Element | Details |
|---|---|
| Independence | Board determined Brown‑Philpot is independent under NYSE and HP standards; independence reviewed against ordinary-course relationships; no material relationship identified |
| Committees | Audit Committee member; NGSR (Nominating, Governance & Social Responsibility) Committee member |
| Committee Chair/Expertise | Not a chair; designated Audit Committee “financial expert” under SEC rules |
| Meeting Cadence (FY24) | Board: 7 meetings (with executive sessions); Audit: 9; FIT: 4; HRC: 8; NGSR: 4 |
| Attendance | Each incumbent Director attended at least 75% of aggregate Board and applicable committee meetings in FY24 (individual rates not disclosed) |
| Executive Sessions | Regular independent director executive sessions; chaired by independent Board Chair |
| Chair Structure | Independent Chair (Chip Bergh) with defined governance responsibilities |
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 105,000 | Standard non‑employee director retainer |
| Committee Chair Fees | — | No chair roles for Brown‑Philpot in FY2024 |
| Excess Meeting Fees | — | None paid in FY2024 |
| Equity Retainer (RSUs, fully vested at grant) | 220,021 | 7,943 shares granted in FY2024; fully vested on grant |
| Total FY2024 Director Compensation | 325,021 | Sum of cash and stock awards |
Program design (non‑employee director): annual cash retainer of $105,000 and annual equity retainer of $220,000; additional chair fees where applicable; equity grants to directors are fully vested at grant to reinforce long‑term ownership alignment, not retention .
Performance Compensation
| Element | Existence | Metrics/Terms | Vesting | Notes |
|---|---|---|---|---|
| Director Annual Equity | Yes | None (not performance‑based; fully vested RSUs) | Fully vested at grant date | Aligns with shareholder interests; directors may elect deferral |
| Options/PSUs for Directors | No | N/A | N/A | No option awards outstanding for Brown‑Philpot; director awards are RSUs |
| Hedging/Pledging | Prohibited | Hedge, margin, and pledge restrictions apply to all non‑employee directors | N/A | Policy mitigates misalignment/compensation‑related risk |
| Clawbacks | Maintained | Mandatory Recovery & Clawback Policies | N/A | Board can recoup compensation under SEC/NYSE‑aligned policies |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Potential Interlock/Transaction |
|---|---|---|---|
| Nordstrom, Inc. | Director | Prior | Not disclosed as related-party; ordinary-course relationships across various directors reviewed; independence affirmed |
| HP Inc. | Director | Current | N/A |
Independence review considered that Brown‑Philpot or immediate family may serve as non‑employee director/advisory roles at organizations doing ordinary‑course business with HP; amounts were below thresholds, and independence was affirmed .
Expertise & Qualifications
- Operational and strategic leadership as TaskRabbit CEO/COO; decade of operating roles at Google; finance/analytics background from Goldman Sachs and PwC .
- Designated Audit Committee “financial expert,” supporting oversight of reporting, controls, cybersecurity, and risk .
- Skills aligned with HP’s board matrix (business management, customer experience, disruptive innovation, finance/capital allocation, operations, risk, strategy, technology) per profile narrative .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership | 105,770 shares; represents less than 1% of shares outstanding; shares are deferred until termination of Board service |
| Stock Awards Outstanding (FY2024) | 105,770 (includes deferred RSUs and dividend equivalents) |
| Options Outstanding | None |
| Ownership Guidelines | Non‑employee directors must hold ≥5× annual cash retainer within 5 years; all directors >5 years have met guidelines (Brown‑Philpot joined 2015) |
| Hedging/Pledging | Prohibited for directors; insider trading controls enforced |
Governance Assessment
- Board effectiveness and oversight: Brown‑Philpot serves on Audit and NGSR committees—two areas central to investor confidence (financial reporting, controls, cybersecurity, ESG/governance)—and is an SEC-defined audit financial expert, strengthening risk oversight .
- Independence and conflicts: HP’s rigorous independence standards and related‑party review found no material relationships compromising her independence; ordinary‑course external affiliations reviewed and cleared, reducing conflict risk .
- Engagement and attendance: The Board maintained seven meetings with regular executive sessions, and all incumbent directors met the ≥75% attendance threshold in FY2024, indicating engagement discipline; individual attendance is not disclosed .
- Compensation and alignment: Director pay is modest and balanced (cash + fully‑vested RSUs), with strong stock ownership guidelines and prohibition on hedging/pledging, signaling alignment and low governance risk; Brown‑Philpot’s FY2024 compensation totaled $325,021 (cash $105,000; equity $220,021; 7,943 shares granted) .
- Red flags: None disclosed specific to Brown‑Philpot—no related‑party transactions, pledging, hedging, or option repricings; monitor for any future Cherryrock Capital portfolio intersections with HP’s counterparties under HP’s related‑person policy framework .
Overall, Brown‑Philpot’s committee mix (Audit/NGSR), audit financial expert status, and equity ownership posture support board effectiveness and investor alignment, with low observed conflict or compensation risk based on current disclosures .