HP names ex-GSK chief Emma Walmsley CEO, interim chief becomes chair

Boardroom Alpha · Executive Brief

The board of HP (HPQ) unanimously named Emma Walmsley CEO on November 4, effective January 4, nine months after CEO Enrique Lores left to run PayPal. Walmsley ran the drugmaker GSK from April 2017 through December 2025 and has sat on Microsoft’s board for seven years. Interim CEO Bruce Broussard becomes chair the day she starts, replacing Chip Bergh, chair since 2017.

Walmsley takes over a PC and printer maker facing higher memory costs. The stock closed at $28.27 on November 3, up 32% this year against 11.5% for the S&P 500 but down 20% since mid-September. She says HP will focus on “harnessing the power of the AI era” and on unlocking “new sources of growth.”

GSK returned 71% under Walmsley, against 233% for the S&P 500

Walmsley, 57, rose through L’Oréal to run its consumer products business in China, then joined GSK in 2010 and went on to lead consumer health. She became CEO in April 2017.

In July 2021 the activist Elliott published a letter urging GSK to add directors with drug-industry expertise and then run “robust processes for selecting the best executive leadership,” “considering both internal and external candidates.” Elliott said it was “not advocating a specific outcome.” GSK’s board answered the next day that it “strongly believes Emma Walmsley is the right leader” and wasn’t running a selection process. She stayed. GSK split off consumer health as Haleon in July 2022.

HP says she “delivered a step-change in its operating performance” at GSK and “reinvigorated its R&D pipeline,” and that she stood out in a “comprehensive global search.” GSK’s US-listed shares returned 71.4% in dollars from her start to her last day as CEO, with dividends and the Haleon shares reinvested. That ranks ninth of the 12 large drugmakers we compared. The return stood at 38% on September 26, 2025, the last close before GSK said she would step down. The stock rose 3.1% on the news and 24% from then to year-end, against a median gain of 16% for the other 11 drugmakers.

HP’s stock lagged under Lores and has rebounded since February

The rebound starts from a low point: HP closed at $19.81 the day before Lores’s exit was announced. Dell has returned 245% and Apple 23% since then. Over the past year HP returned 9.9%, against 11.6% for the S&P 500.

Printing earns most of HP’s profit, and its revenue is falling

Printing brought in 28% of revenue and 59% of the two main units’ profit in the first nine months of the fiscal year. In the quarter to July 31 total revenue rose 12.5%, while Printing revenue fell 2%, at an 18.1% operating margin.

PC revenue rose 18% in the quarter even as units fell 16%, with prices raised in part to offset higher commodity costs. The PC operating margin was 4.6%, down from 5.4% a year earlier. HP returned $0.6 billion to holders in the quarter through buybacks and dividends. It raised its full-year earnings forecast, helped by $0.19 a share of expected tariff refunds.

HP’s preliminary planning assumption is that industry PC units fall by roughly a mid-single-digit percentage in 2027. A plan approved in November 2025 would cut 4,000 to 6,000 jobs by the end of fiscal 2028.

The interim CEO becomes chair, an option HP told holders it wanted to keep

HP’s February proxy says Broussard “is not independent because of his status as our current Interim CEO.” Before February he was independent and chaired the pay committee. The same proxy argued against a holder proposal to require an independent chair. It said HP’s preferred structure is a separate chair and CEO and that it has “had an independent Chair since 2017.” The board also said it wants flexibility, citing Meg Whitman’s time as a non-independent chair from 2015 to 2017. The proposal got 16.1%.

Whenever the chair isn’t independent, HP’s guidelines require the independent directors to choose a Lead Independent Director from among themselves. HP’s standards treat a director employed as an executive officer in the last five years as not independent, while NYSE rules don’t automatically disqualify a former interim CEO. The announcement doesn’t say how the board will classify Broussard after January 4, and it names no lead director. Bergh said Broussard will give “important continuity and valuable guidance to Emma and the Board during the transition and in the years ahead.”

Broussard received a second stock award on October 30

On October 30 Broussard received 614,552 more stock units, worth about $17 million at the November 3 close. With the 344,149 he received in February, valued then at $7 million, his awards were worth about $27 million at that close. All are scheduled to vest on February 3, 2027, and HP’s 8-K conditions the February award on continued employment or board service. He also gets $362,500 a month in cash. The Form 4, filed the day before the announcement, gives no reason for the second grant, and the announcement doesn’t mention it.

Broussard’s 6,810 shares in March 2022, about $250,000, are the largest open-market purchase by an HP director or officer since 2021.

Walmsley sits on the board of a company HP lists as a primary PC competitor

Microsoft’s October 21 proxy nominates Walmsley for re-election on December 8 and lists her on its compensation committee. HP’s latest 10-K lists Microsoft among the “primary competitors” of its PC business and also says its products depend on Microsoft software. The announcement cites her Microsoft seat but doesn’t say whether she will keep it or join HP’s board, as Lores did. HP’s proxy says directors need its governance committee’s approval before agreeing to stand for an outside board.

HP’s bylaws also bar anyone who has been an officer or director of a competitor in the past three years from serving as an HP director. The rule applies to every director and nominee, not to the CEO job. On June 24 the board changed who counts as a competitor. The filing gives no reason, and no HP document ties the change to any candidate. If HP’s board treats Microsoft as a principal competitor, leaving Microsoft’s board wouldn’t by itself clear her to join HP’s.

Lores also held an outside seat while he was CEO. He served on PayPal’s board for nearly five years and chaired it from July 2024 until PayPal’s board named him CEO on February 2.

She inherits a new top team and a board with four directors from 2015

CFO Karen Parkhill started in August 2024, Anneliese Olson took over Printing that November and Ketan Patel took over Personal Systems a year later. Four of the 12 directors joined in fiscal 2024 or later, four others left in 2024 and 2025, and four have been there since 2015. Since HP’s November 2015 split from Hewlett Packard Enterprise, returns are +198% for HP and +329% for the S&P 500.

Five directors sit on three or more public boards, HP included, and two are executives at other public companies. Directors and officers together own less than 1%. Over five years, executives sold about $77 million of stock on the open market and outside directors about $4 million, with about 80% of the total under pre-arranged plans.

Stephanie Burns, who chairs HP’s pay committee, was on GSK’s board through at least fiscal 2015, while Walmsley ran its consumer business. The announcement doesn’t name the search committee’s members.

In fiscal 2025, 70% of the CEO’s stock awards were performance units, and three-year returns against the S&P 500 could move the payout by up to 50% either way.

Holders have kept backing pay and directors while the stock lagged. Pay support has stayed between about 92% and 95% since 2022, and no director has drawn less than 92.9%. Holders were less united in April, when 24.3% voted against adding 73.6 million shares to the stock plan. HP’s Activist Risk Score was 86 / 100 on October 1.

Our view

Hiring an outsider who has run a global company is a defensible choice, and Walmsley saw through the Haleon split while an activist pressed her board. But GSK’s returns under her trailed the market and most big drugmakers, and HP holders have had a poor five years. Four directors have served since the 2015 split, a stretch in which HP returned 198% against 329% for the S&P 500. Long tenure is fine when a board delivers. Against the market, HP’s hasn’t.

A chair who was CEO until the day his successor starts is not an obvious check on her. HP has done something similar before, with Whitman. But in February this board said its structure with an independent chair best served holders, and it should say what changed.

What we’d like to see:

• Pay for Walmsley tied more directly to returns against the market
• Walmsley and the directors buying HP stock with their own money
• A Lead Independent Director named before January 4
• An explanation of the October 30 award to Broussard
• An explanation of the June bylaw change and how the board views Microsoft
• Walmsley stepping off Microsoft’s board unless HP can show a clear advantage in her staying: HP’s 10-K lists Microsoft as both a primary PC competitor and a software supplier, and running HP is a full-time job

What to watch

• Coming days
  An 8-K with Walmsley’s pay and any change to her board seats.
• Nov. 24
  Fourth-quarter results and any fiscal 2027 outlook.
• Dec. 8
  Microsoft’s annual meeting, with Walmsley on the ballot as of its October proxy.
• Jan. 4
  Walmsley starts and Broussard becomes chair. Whether Bergh stays on the board.
• 2027 proxy
  How the board classifies Broussard, and who is Lead Independent Director if he isn’t independent.

Sources: HP’s and Microsoft’s 2026 proxy statements; HP’s 10-K, 10-Q and 8-K filings and bylaws; HP’s November 4 announcement; PayPal’s February 2026 8-K and release; Elliott’s July 2021 letter and GSK’s response; insider trades from Form 4 filings. Returns include dividends and run through Nov. 3, 2026, the last close before the announcement. GSK’s returns run from March 31, 2017 to Dec. 31, 2025. Boardroom Alpha is an independent research and analytics company and does not invest. This brief is for information only and is not investment advice or a proxy solicitation.