Stephanie A. Burns
HPAbout Stephanie A. Burns
Stephanie A. Burns, age 70, is an independent director of HP Inc., serving since 2015. She sits on the Finance, Investment and Technology (FIT) Committee and the HR and Compensation (HRC) Committee. A former CEO of Dow Corning, Dr. Burns brings 30+ years of global innovation leadership and scientific research expertise, with board roles at Corning Incorporated and Kellanova Company . The Board has affirmed her independence under HP’s enhanced NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Corning Corp. | Chief Executive Officer | 2004–May 2011 | Grew company through materials innovation; invested in solar applications; expanded into emerging markets |
| Dow Corning Corp. | President | 2003–Nov 2010 | Scientific and technology leadership; product development oversight |
| Dow Corning Corp. | Executive Vice President | 2000–2003 | Business management; issues management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. | Director | 2015–Present | FIT; HRC |
| Corning Incorporated | Director | Not disclosed | Not disclosed |
| Kellanova Company | Director | Not disclosed | Not disclosed |
| Prior: GlaxoSmithKline plc; Manpower, Inc. | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: FIT and HRC (both limited to independent directors). FIT oversees capital allocation, treasury, M&A and technology strategy; HRC oversees CEO/NEO pay, director compensation, succession, engagement, and culture .
- Committee chairs: FIT—Richard L. Clemmer; HRC—Bruce Broussard. Audit—David Meline; NGSR—Kim K.W. Rucker .
- Independence: Board determined Dr. Burns and all committee members are independent under NYSE/SEC and HP’s stricter standards .
- Attendance: FY24 Board held 7 meetings; Audit (9); FIT (4); HRC (8); NGSR (4). Each incumbent director attended ≥75% of aggregate Board and committee meetings during their service period .
- Executive sessions: Regular sessions of independent directors held; chaired by independent Board Chair .
- Board leadership: Independent Chair structure with defined governance responsibilities .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard for non‑employee directors in 2024 Board Year |
| Committee/Chair fees (Burns) | $12,511 | Prorated chair/committee chair fees reflected in fiscal 2024 cash; no additional meeting fees paid in FY24 |
| Total cash (FY24) | $117,511 | Fees earned or paid in cash |
Program structure reference:
- Chair of the Board additional cash retainer: $200,000; Committee chair fees: Audit $35,000; HRC $25,000; NGSR $20,000; Other standing committees $20,000. Excess meeting fees: $2,000 per meeting above 10 per Board Year .
Performance Compensation
| Equity Component | Quantity/Value | Vesting/Performance Conditions |
|---|---|---|
| Annual equity retainer (FY24 grant) | 7,943 shares | Grant date fair value: $220,021; director equity grants are fully vested and not subject to service‑related vesting; intended for alignment, not retention; no performance metrics |
Performance metrics table (Director compensation):
| Metric Category | Applied to Director Pay? | Details |
|---|---|---|
| EPS, Revenue, TSR, ESG goals | No | Non‑employee director equity grants are fully vested and not performance‑conditioned |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Transactions | Independence Conclusion |
|---|---|---|---|
| Corning Incorporated | Current public company director | Board noted that Dr. Burns, or an immediate family member, is a non‑employee director/trustee/advisory board member of organizations that did business with HP in the past three years (ordinary course supplier/purchaser); amounts below $1mm or 2% thresholds | Board determined no material relationship; independence maintained |
| Kellanova Company | Current public company director | Not specifically disclosed as a counterparty | Independence maintained |
Related‑person policy overview: NGSR reviews and pre‑approves limited transactions; thresholds include >$120,000 and material interest tests; standing pre‑approvals for immaterial ordinary‑course transactions under defined caps .
Expertise & Qualifications
- 30+ years of global innovation and business leadership; scientific research and product development expertise .
- Former CEO/president of a silicon‑based manufacturing leader; experience in materials innovation and solar investments; emerging markets expansion .
- Public board governance across multiple companies; depth in science/technology leadership and issues management .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Stephanie A. Burns | 112,986 | * | Includes 70,584 shares deferred until termination of Board service; no option awards outstanding; “*” denotes <1% ownership based on shares outstanding at Dec 31, 2024 |
Additional alignment policies:
- Director stock ownership guidelines: 5x annual cash retainer within 5 years; all directors >5 years have met guidelines; those <5 years are on track .
- Prohibition on hedging and pledging: Applies to directors and employees; designed to align interests and mitigate risk .
Governance Assessment
- Committee effectiveness: Burns’ FIT and HRC roles align with her capital allocation, technology, human capital, and compensation oversight expertise; HRC employs independent consultant (Semler Brossy) and conducts annual compensation risk assessment; program deemed not to create material adverse risk .
- Independence and attendance: Independent status affirmed; FY24 attendance threshold met by all incumbents; regular executive sessions support robust oversight .
- Compensation/ownership alignment: Standard HP director pay mix with meaningful, fully vested equity retainer enhances long‑term alignment; Burns meets ownership guidelines with deferred RSUs .
- Conflicts/related‑party exposure: No Burns‑specific material related‑party transactions disclosed; Board applied policies and confirmed independence despite ordinary course relationships with organizations where Burns or immediate family serve in non‑employee roles .
- RED FLAGS: None identified for Burns. No pledging/hedging permitted; no repricing/modification of director equity awards noted; say‑on‑pay pertains to executives and was recommended by Board (for context) .