Tuan Tran
HPAbout Tuan Tran
Tuan Tran is a long-tenured HP Inc executive who served as President, Imaging, Printing & Solutions, and was appointed President of Technology and Innovation effective November 1, 2024, reflecting his role in leading innovation and strategic initiatives across HP’s portfolio . The HRC Committee characterized his leadership as “seasoned and well‑respected,” highlighting Print discipline in a challenging environment, innovation progress, Supplies execution, and support for CHIPs Act funding efforts; his fiscal 2024 MBOs were funded above target at 27.5% . As of fiscal year‑end 2024, Mr. Tran was retirement‑eligible, which affects vesting treatment of equity and termination economics . Beneficial ownership totals 627,202 HP shares (including 387,984 underlying options), representing less than 1% of outstanding shares .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HP Inc | President, Imaging, Printing & Solutions | — (served prior to Nov 1, 2024) | Maintained discipline and reliability in Print; progressed innovation and Supplies; supported leadership transitions and CHIPs Act funding efforts |
| HP Inc | President, Technology and Innovation | Appointed Nov 1, 2024 | Mandate to lead HP into the future via technology and innovation initiatives |
Fixed Compensation
| Year | Base Salary ($) | Target Annual Incentive ($) | Actual Annual Incentive ($) |
|---|---|---|---|
| FY 2022 | 780,000 | — | 608,871 |
| FY 2023 | 820,000 | — | 846,855 |
| FY 2024 | 861,000 | 1,162,350 (plan target) | 1,017,056 (87.5% of target: 60% financial + 27.5% MBO) |
- Perquisites and other compensation (FY 2024): 401(k) match $13,800; NQDC match $13,200; mobility program $9,915; miscellaneous $11,644; Total “All Other Compensation” $48,559 .
- Itemized perquisites (FY 2024): $8,277 financial counseling; $2,766 personal expenses during President’s Awards travel; $601 executive physicals .
Performance Compensation
Annual Incentive Plan Structure (FY 2024)
| Component | Weighting | Metrics | Outcome |
|---|---|---|---|
| Financial metrics | 75% | GAAP net revenue; adjusted non‑GAAP operating profit; non‑GAAP free cash flow | Company achieved target (net revenue), near target (FCF), below target (operating profit); HRC reduced factor for parity with broader plan |
| MBOs | 25% | Culture/Leadership, People, Sustainable Impact | Tran MBO funded 27.5% (above target), contributing to 87.5% total payout |
Long‑Term Incentives (Structure and FY 2024 Decisions)
| Instrument | Weight (Other NEOs) | Measurement | Targeting & Vesting | FY 2024 Determination |
|---|---|---|---|---|
| PARSUs (EPS + TSR modifier) | 60% | 3 annual adjusted non‑GAAP EPS targets; TSR modifier vs S&P 500 quartiles (-50/0/+50%) over FY24–26 | Cliff vest at end of FY26 performance period, subject to service | Year‑1 EPS achieved at 80% (actual $3.33 vs target $3.45); final payout depends on FY25/FY26 EPS and TSR modifier |
| PARSUs (KGA revenue) | Part of 60% | FY26 revenue Key Growth Areas (KGAs) | Cliff vest end of FY26; payout 0–300% of target | Measured at FY26; not yet determined |
| RSUs | 40% | Time‑based | Ratable annual vesting over 3 years from grant date | Standard schedule applies |
| Stock Options (legacy PCSOs/PSCOs) | Eliminated from new LTI (program simplification) | Stock price hurdles + service | 10‑year term; vest by tranches if hurdles met within 2/4/5 years | Certain tranches vested in FY 2024; first tranche of one award forfeited for not meeting hurdle |
FY 2024 Grants (Tran)
| Grant Type | Grant Date | Target Units (#) | Grant‑Date Fair Value ($) |
|---|---|---|---|
| RSU | 12/19/2023 | 83,910 | 2,540,795 |
| PARSU (EPS – Year 1) | 12/19/2023 | 33,564 | 1,435,868 |
| PARSU (KGA – FY26) | 12/19/2023 | 25,173 | 722,717 |
| PARSU (prior cycles) | 12/08/2022 | 18,121 | 520,254 |
| PARSU (prior cycles) | 12/07/2021 | 11,877 | 340,989 |
FY 2024 Realized Vesting
| Instrument | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Stock awards (RSUs/PARSUs + dividend equivalents) | 105,686 | 3,233,022 |
| Options exercised | — | — |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
- Beneficial ownership: 627,202 shares; includes right to acquire 387,984 shares via options; less than 1% of outstanding shares .
- Stock ownership guidelines: Section 16 officers must hold 5× base salary within five years; hedging prohibited; pledging generally prohibited; margin accounts restricted .
- Clawbacks: Mandatory Recovery Policy (Dodd‑Frank compliant) for restatements and Applicable Compensation Clawback Policy for misconduct, covering cash and equity awards over a 3‑year lookback (excluding salary/benefits) .
Current Unvested/Unearned Equity and Release Schedule
| Category | Shares (#) | Value ($) | Notes |
|---|---|---|---|
| Unvested stock awards | 169,370 | 6,016,026 (at $35.52) | Includes dividend equivalent units |
| Unearned performance units (PARSUs) | 71,903 | 2,553,995 (at $35.52) | EPS/KGA subject to FY24–26 results |
| Scheduled stock releases | 12/07/2024: 76,854; 12/07/2025: 56,294; 12/07/2026: 27,970 | — | Subject to continued service and any performance conditions |
Options Detail (Outstanding and Terms)
| Tranche | Status | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| Options (large tranche) | 259,706 underlying options | 23.68 | 12/06/2030 | 10‑year term |
| Options (performance‑condition) | 109,205 unearned options | 37.29 | 12/06/2031 | Performance hurdle mechanics; tranches vest if hurdles met in 2/4/5 years |
| Options (performance‑condition) | 64,139 + 64,140 series | 28.48 | 12/07/2032 | Second hurdle achieved in FY 2024, vesting one‑third on second anniversary of 12/08/2022 grant |
Employment Terms
Pension and Deferred Compensation
| Plan | Credited Service (Years) | Present Value ($) |
|---|---|---|
| HP Retirement Plan (RP) | 14.6 | 274,889 |
| Excess Benefit Plan (EBP) | 14.6 | 166,929 |
| EDCP Attribute (FY 2024) | Amount ($) |
|---|---|
| Executive contributions | 648,341 |
| Registrant contributions | 13,200 |
| Aggregate earnings | 1,333,883 |
| EDCP ending balance | 5,973,256 |
| Retirement eligibility status (FY 2024) | Retirement‑eligible |
Severance and Change‑in‑Control Economics
- Severance multiple (SPEO): For NEOs (other than CEO), 1.5× base pay plus either 3‑year average actual annual incentive or target if <3 years at current level; plus 18 months COBRA premiums; pro‑rata cash bonus based on actual performance (outside CoC) or target (within 24 months post‑CoC) .
- Equity treatment: Involuntary not‑for‑cause termination yields pro‑rata vesting on unvested equity; death/disability yields full vesting of RSUs/PARSUs (at target if performance period incomplete); retirement yields full vesting of RSUs (specified exceptions) and pro‑rata PARSUs based on actual performance; change‑in‑control governed by SPEO equity terms (double‑trigger framework referenced) .
Potential Payments (Estimated at 10/31/2024)
| Scenario | Total ($) | Severance ($) | Stock Options ($) | RSUs ($) | PARSUs ($) |
|---|---|---|---|---|---|
| Voluntary | 9,593,694 | — | 903,084 | 6,016,026 | 2,674,584 |
| Disability | 13,166,332 | — | — | 903,084 | 6,247,222 |
| Retirement | 9,593,694 | — | — | 903,084 | 2,674,584 |
| Death | 13,166,332 | — | — | 903,084 | 6,247,222 |
| Not for Cause | 12,153,609 | 2,559,915 | 903,084 | 6,016,026 | 2,674,584 |
| Change in Control | 15,726,247 | 2,559,915 | 903,084 | 6,016,026 | 6,247,222 |
Insider Trading and Vesting‑Related Supply Signals
- SEC CIK: 0001793233 .
- Form 4 examples:
- Dec 9, 2022 sale of 54,115 shares (reported transactions in period) .
- Dec 1, 2022 scheduled sale (issuer withholding and sales reflected) .
- Dec 21, 2023 RSU grant filing (each RSU is a contingent right to one share) .
- Aggregator summary: 2022 was the largest cash‑out year (~514,552 shares for ~$7.49M per Benzinga) and latest reported transactions include option‑related entries around Nov–Dec 2023; use direct SEC filings for precise transaction codes .
Compensation Structure Analysis
- Program shift: HP eliminated stock options from new LTI grants, increasing emphasis on performance‑based PARSUs and simplifying alignment with large tech peers; other NEO grants are now 60% PARSUs and 40% RSUs (CEO 70%/30%) .
- FY 2024 PARSU payouts from 2022 cycle: average 52%, with TSR ~69th percentile vs S&P 500 leading to no additional payout—illustrating “at‑risk” design and linkage to multi‑year performance .
- Say‑on‑Pay: 2024 proposal approved by over 91% of voted shares, signaling shareholder support for pay practices .
Equity Ownership & Alignment (Policy Highlights)
- Ownership guidelines: 5× base salary for Section 16 officers within five years; options excluded from compliance, RSUs/time‑vested shares counted; NEOs >5 years in current role have met guidelines; those <5 years are on pace .
- Hedging/pledging: Prohibited (limited exceptions on pledging/margin) to maintain alignment; insider trading procedures enforced .
Investment Implications
- Above‑target MBOs and steady annual incentive funding suggest strong execution in Print and innovation initiatives; long‑term value realization will hinge on FY25–FY26 EPS and FY26 KGA revenue targets embedded in PARSUs, plus relative TSR vs S&P 500 .
- Retirement eligibility and scheduled stock releases (Dec 2024/2025/2026) indicate identifiable vesting‑related supply; combined with historical year‑end transactions, monitor potential insider‑selling pressure into vest dates .
- Severance/change‑in‑control terms (1.5× cash + equity vesting provisions) and robust clawback/hedging/pledging policies mitigate governance risk while preserving retention; option tranche forfeitures for unmet hurdles reinforce pay‑for‑performance discipline .
- Beneficial ownership (<1%) with large unvested/unearned equity ties future realized pay to execution of FY24–26 performance goals, aligning incentives with shareholder outcomes .