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- 2024 Proxy Statement
2024 Proxy Statement
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Age: 74
Director Since: 2015
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Age: 66
Director Since: 2023
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Age: 60
Director Since: 2022
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Age: 63
Director Since: 2019
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Age: 77
Director Since: 2015
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Age: 65
Director Since: 2015
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Age: 62
Director Since: 2023
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Age: 71
Director Since: 2020
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Age: 68
Director Since: 2015
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Age: 69
Director Since: 2015
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Age: 71
Director Since: 2015
Noteworthy Experience:
NYSE Independent: Yes
Other current public company boards:
Committee Memberships:
Highlights of Director Nominees’ Skills and Experience Our Board selected the nominees based on their diverse set of backgrounds, skills, and experiences, which align with our business strategy and contribute to the effective oversight of HPE. 
Pamela L. Carter
Age: 74
Director since: 2015
NYSE Independent: Yes
Committee memberships:
Skills and qualifications:
Recent career
Ms. Carter served as the President of Cummins Distribution Business, a global division of Cummins
Inc., a Fortune 500 company focused on diesel and natural gas engine and related technology
design, manufacture, and distribution company, from 2008 until her retirement in 2015. Prior to
that, Ms. Carter served as Vice President and then President of Cummins Filtration, from 2005 to
2008. From 2000 to 2003, Ms. Carter served as Vice President and General Manager, EMEA at
Cummins. Prior to that, Ms. Carter served as Vice President, General Counsel, and Corporate
Secretary of Cummins from 1997 to 2000. In 1992, Ms. Carter was elected state attorney general of
Indiana, becoming the first African American female to be elected to that office in the United States,
serving until 1997.
Impact
Ms. Carter brings a wealth of experiences to the HPE Board following a trailblazing career including
becoming the first African American woman ever elected as a state attorney general, and
subsequently executive officer of Cummins. Ms. Carter also benefits the Board with her
comprehensive legal experience in both the public and private sectors, bringing insightful
perspective of regulatory and policy knowledge into a business setting. Her experience with issues
surrounding global trade, international business strategy and operations, and corporate
transformations from her prior leadership of a complex design and manufacturing business are also
valuable assets to the Board.
Public directorships*
Former service**
Industry experience
* Enbridge Inc. is a global energy infrastructure company, and Broadridge Financial Solutions, Inc. is a financial
industry servicing company.
** Within the last 5 years. CSX Corporation is a rail-based freight transportation company.
Frank A. D'Amelio
Age: 66
Director since: 2023
NYSE Independent: Yes
Committee memberships:
Skills and qualifications:
Recent career
Mr. D’Amelio served as Executive Vice President and Chief Financial Officer (“CFO”) at Pfizer Inc.
(“Pfizer”), a research-based global biopharmaceutical company, from December 2010 until his
retirement in May 2022, during which time he had periods of additional responsibility over business
operations and global supply chain. Prior to that, Mr. D’Amelio served as Senior Vice President and
CFO from 2007 to December 2010 at Pfizer. Before joining Pfizer, Mr. D’Amelio served as Senior
Executive Vice President of Business Operations and Integrations of Alcatel-Lucent, a
communications company, from December 2006 to August 2007, along with various senior
leadership roles at Lucent Technologies, Inc. prior to that, notably as CFO from 2001 to 2005 and
as Chief Operating Officer from 2005 to 2006.
Impact
Mr. D’Amelio contributes valuable insights into financial, operational, strategic, and transformation-related matters,
from his in-depth experiences leading and managing large companies in the
pharmaceutical and telecommunication technology industries. He exhibits fluency and familiarity
with financial statements, public company audit functions, controllership, financial planning and
treasury operations, making him a great asset to our Board and both the Audit Committee and
Finance and Investment. He also brings seasoned experience helping large global companies
navigate global supply chain issues and complex transformations, which we believe will be
instrumental for our business resilience efforts and transformation journey.
Public directorships*
Industry experience
* Catalent, Inc. is a pharmaceutical and biotechnology company, Humana Inc. is a healthcare insurance company, and
Zoetis, Inc. is a pharmaceutical and medical treatment
company.
Regina E. Dugan
Age: 60
Director since: 2022
NYSE Independent: Yes
Committee memberships:
Skills and qualifications:
Recent career
Dr. Dugan has served as the President and Chief Executive Officer of Wellcome Leap Inc., a U.S.
non-profit organization supporting discovery and innovation for the benefit of human health, since
April 2020. Prior to that, Dr. Dugan served as Vice President, Engineering at then-Facebook Inc.’s
Building 8 from 2016 to 2018, and Vice President of Engineering at then-Google Inc.’s Advance
Technology and Projects from 2012 to 2016. From 2009 to 2012, Dr. Dugan served as the 19th
Director of the Defense Advanced Research Projects Agency (“DARPA”), and was the first woman to
lead the agency. Prior to that, Dr. Dugan served in various private high tech commercial roles and
public roles in the US Department of Defense and the National Aeronautics and Space
Administration.
Impact
Dr. Dugan’s leadership in both business and government, driving innovation and breakthroughs in
advanced technologies, and deep technical experience with technology companies are attributes
that we believe meaningfully contribute to our Board’s ability to oversee our technological and
strategic transformation. She brings a developer mindset with engineering experience, which offers
our Board unique perspectives to better understand emerging technology disciplines, such as
cloud computing and AI. Further, as former Director of DARPA and senior executive in global
technology companies, Dr. Dugan adds valuable insights on cybersecurity matters and cutting-edge
technological research & development to our Board.
Public directorships*
Former service**
Industry experience
* Siemens AG is a multinational conglomerate corporation focusing on digitalization, electrification and automation for
the process and manufacturing industries.
** Within the last 5 years. Varian Medical Systems, Inc. is a medical treatment and software company, and Zynga Inc. is a social video game services company.
Jean M. Hobby
Age: 63
Director since: 2019
NYSE Independent: Yes
Committee memberships:
Recent career
Ms. Hobby served as a Global Strategy Partner at PricewaterhouseCoopers LLP (“PwC”) from 2013
until her retirement in June 2015. Prior to that, Ms. Hobby served as PwC’s Technology, Media and
Telecom Sector Leader from 2008 to 2013 and its Chief Financial Officer from 2005 to 2008.
Ms. Hobby joined PwC in 1983 and became a partner in 1994.
Impact
From her senior leadership roles at PwC, including as Global Strategy Partner and CFO, Ms. Hobby
brings deep expertise in finance, strategic planning, and technology to the Board. In addition, with
her strong experience in audit- and financial control-related matters, she helps drive the Board’s
and Audit Committee’s robust exercise of their numerous oversight responsibilities.
Public directorships*
Industry experience
* Integer Holdings Corporation is a medical device manufacturing company, and Texas Instruments Incorporated is a
designer of semiconductors.
Raymond J. Lane
Age: 77
Director since: 2015
NYSE Independent: Yes
Committee memberships:
Skills and qualifications:
Recent career
Mr. Lane has served as Managing Partner of GreatPoint Ventures, a venture firm focused on early
stage enterprise and digital health technologies, since April 2014. Prior to that, Mr. Lane served as
executive Chairman of Hewlett-Packard Company from September 2011 to April 2013 and as non-executive Chairman of
Hewlett-Packard Company from November 2010 to September 2011. Until
December 2019, Mr. Lane served as Managing Partner of Kleiner Perkins, a private equity firm,
after having previously served as one of its Managing Partners from 2000 to 2013. Prior to joining
Kleiner Perkins, Mr. Lane was President, Chief Operating Officer, and Director of Oracle
Corporation, a software company. Before joining Oracle in 1992, Mr. Lane was a senior partner of
Booz Allen Hamilton, Inc., a consulting company. Prior to Booz Allen Hamilton, Mr. Lane served as a
division vice president with Electronic Data Systems Corporation, an IT services company that
Hewlett-Packard Company acquired in August 2008. Mr. Lane served as Chairman of the Board of
Trustees of Carnegie Mellon University from July 2009 to July 2015. He also serves on the Board of
Special Olympics International.
Impact
Mr. Lane brings with him a wide variety of corporate experiences: everything from an early stage
venture capital investor, principally in the information technology industry, to an executive of a
multinational public technology company. Drawing on these experiences from a career leading
large technology enterprises spanning several decades, Mr. Lane provides the Board insight into
worldwide operations, management, and the development of a winning corporate strategy, which
are valuable for navigating HPE’s transformation journey in a quickly changing technology industry.
Public directorships*
Industry experience
* Beyond Meat, Inc. is a producer of plant-based meat substitutes.
Ann M. Livermore
Age: 65
Director since: 2015
NYSE Independent: Yes
Committee memberships:
Skills and qualifications:
Recent career
Ms. Livermore served as Executive Vice President of the Hewlett-Packard Company’s Enterprise
Business from 2004 until June 2011, and served as an Executive Advisor to our Chief Executive
Officer between then and 2016. Prior to that, Ms. Livermore served in various other positions at
Hewlett-Packard Company in marketing, sales, research and development, and business
management since joining the Company in 1982.
Impact
Ms. Livermore brings extensive operational experience in senior leadership positions from nearly
35 years at Hewlett-Packard Company and Hewlett Packard Enterprise. Her tenure provides the
Board vast in-house knowledge and experience in the areas of technology, marketing, sales,
research and development, and business management, as well as provides senior management
with insightful leadership.
Public directorships*
Former service**
Industry experience
* Qualcomm Incorporated is a semiconductor and telecommunications equipment company, and Samsara Inc. is a software and
technology company.
** Within the last 5 years. United Parcel Service, Inc. is a package delivery and logistics company.
Bethany J. Mayer
Age: 62
Director since: 2023
NYSE Independent: Yes
Committee memberships:
Skills and qualifications:
Recent career
Ms. Mayer has served as an Executive Advisor at Siris Capital Group, a private equity firm, since
January 2018. She previously served as Executive Vice President, Corporate Development and
Technology at Sempra Energy, a public utility company, from November 2018 until January 2019.
Prior to that, Ms. Mayer served as President and Chief Executive Officer of Ixia, a leading network
testing and security solutions provider where she led the company through a transformative period
from 2014 until its acquisition in April 2017 by Keysight Technology Inc. Prior to her time at Ixia, Ms.
Mayer was a Senior Vice President, General Manager at Hewlett-Packard Company (“HP”) from
2011 to 2014, leading the expansion of its networking business, and prior to that, a vice president of
marketing and alliances for HP’s enterprise servers storage and networking group from 2010 to
2011.
Impact
As a respected technology leader, Ms. Mayer brings broad and diverse expertise in networking,
high speed communication, and cybersecurity. Her prior leadership experience in both global
corporations and technology startups demonstrates her ability to navigate a dynamic and complex
technology landscape while driving business growth. HPE’s Board and our Technology Committee
benefit from her strategic mindset, strong leadership skills, her and commitment to technological
innovation.
Public directorships*
Former service**
Industry experience
* Box Inc. is a company that develops cloud-based content management, file sharing, and collaboration tools, Sempra
Energy is a public utility company, and LAM Research
Corporation is a company that provides fabrication equipment and services to the semiconductor industry.
** Within the last 5 years. Marvell Technology, Inc. is a semiconductor development and production company.
Antonio F. Neri
Age: 56
Director since: 2018
NYSE Independent: No
Committee memberships:
Recent career
Mr. Neri has served as President and Chief Executive Officer of Hewlett Packard Enterprise since
June 2017 and February 2018, respectively. Mr. Neri previously served as Executive Vice President
and General Manager of our Enterprise Group from November 2015 to June 2017. Prior to that,
Mr. Neri served in a similar role for Hewlett-Packard Company’s (“HP”) Enterprise Group from
October 2014 to November 2015. Mr. Neri served as Senior Vice President and General Manager of
the HP Servers business unit from September 2013 to October 2014 and concurrently as Senior Vice
President and General Manager of the HP Networking business unit from May 2014 to October
2014. Prior to that, Mr. Neri served as Senior Vice President and General Manager of the HP
Technology Services business unit from August 2011 to September 2013 and as Vice President,
Customer Services for the HP Personal Systems Group from 2007 to August 2011, having first joined
HP in 1996. From May 2016 to July 2017, Mr. Neri served as a director of H3C Technologies Co.,
Ltd., a technology company. From March 2012 to February 2013, Mr. Neri served as a director of
Mphasis Limited, a technology company.
Impact
Dedicating more than twenty years to HP and HPE, Mr. Neri rose from serving in a call center for HP
Customer Support to our President and CEO. A gifted engineer and inspiring leader, Mr. Neri
oversaw the development of numerous technological innovations at HPE, including: HPE Apollo, the
industry leading high performance compute platform; HPE Superdome X, the world’s most scalable
and modular in-memory computing platform; and HPE Synergy, the world’s first composable
infrastructure platform. In addition, Mr. Neri oversaw many of HPE’s strategic acquisitions, including
Ampool Inc., Aruba Networks, Inc., BlueData Software, Inc., Cloud Cruiser, Inc., CloudPhysics, Inc.,
Cloud Technology Partners, Inc., Cray, Inc., Determined AI, Inc., MapR Technologies, Inc., Nimble
Storage, Inc., Silver Peak Systems, Inc., SimpliVity Corporation, Silicon Graphics International Corp.,
and Zerto, Inc. Mr. Neri is an HPE veteran with a passion for the Company’s customers, partners,
employees, and culture.
Public directorships*
Industry experience
* Elevance Health, Inc. is a healthcare insurance company, formerly known as Anthem, Inc. until June 28, 2022.
Charles H. Noski
Age: 71
Director since: 2020
NYSE Independent: Yes
Committee memberships:
Skills and qualifications:
Recent career
Mr. Noski served as Vice Chairman of Bank of America Corporation from June 2011 until his
retirement in September 2012 and as its Chief Financial Officer (“CFO”) from May 2010 to June
2011. Prior to that, Mr. Noski served as CFO of Northrop Grumman Corporation from 2003 until
2005, and as Board Director from 2002 to 2005. Mr. Noski previously served as CFO of AT&T
Corporation from 1999 to 2002 and also served as Vice Chairman of the Board of Directors in 2002.
From 1990 until 1999, Mr. Noski served in various leadership positions with Hughes Electronics
Corporation, including President, Chief Operating Officer, and Board Director. Mr. Noski began his
career with Deloitte & Touche LLP in 1973, ultimately serving as partner until 1990.
Impact
Mr. Noski brings extensive experience in business operations, risk, finance, accounting, and capital
markets to our Board, spanning the aerospace and defense, telecommunications, technology, and
financial services sectors. He also exhibits operational and management expertise through his
senior leadership roles at large public, global companies. With a combination of business skills and
deep expertise in finance and accounting matters, including capital management, restructuring,
and capital markets, he is an invaluable asset to help our Board fulfill its various oversight and
strategic leadership responsibilities.
Public directorships*
Former service**
Industry experience
* Booking Holdings Inc. is an online travel and related services company.
** Within the last 5 years. Microsoft Corporation is a software and services company, and Wells Fargo & Company is a financial services company.
Raymond E. Ozzie
Age: 68
Director since: 2015
NYSE Independent: Yes
Committee memberships:
Recent career
Mr. Ozzie founded and currently serves as the Chief Executive Officer of Blues Wireless Inc., a
provider of integrated hardware, software, and services for cellular IoT communications. Mr. Ozzie
served as Chief Software Architect and Chief Technical Officer of Microsoft Corporation from 2005
until December 2010, having created Microsoft Azure and having played a key role in Microsoft’s
transformation from PC software to being a services-centric company. Mr. Ozzie joined Microsoft in
2005 after it acquired Groove Networks, Inc., a collaboration software company that he founded in
1997.
Impact
As a serial entrepreneur, tech veteran, and the creator of Lotus Notes, Mr. Ozzie is widely
recognized as an influential technology expert with a thorough understanding of both business
strategy and the software industry. Combined with his experience as an executive in some of the
largest multinational technology companies, such as Microsoft, and as an entrepreneur, Mr. Ozzie’s
variety of perspectives and seasoned operational leadership have proven invaluable assets to the
Board’s ability to identify and execute on a sound business and technological strategy.
Public directorships
Industry experience
Gary M. Reiner
Age: 69
Director since: 2015
NYSE Independent: Yes
Committee memberships:
Skills and qualifications:
Recent career
Mr. Reiner has served as Operating Partner at General Atlantic LLC, a private equity firm, since
November 2011. Previously, Mr. Reiner served as Special Advisor to General Atlantic LLC from
September 2010 to November 2011. Prior to that, Mr. Reiner served as Senior Vice President and
Chief Information Officer at General Electric Company (“GE”), a technology, media and financial
services company, from 1996 until March 2010. Mr. Reiner previously held other executive positions
with GE since joining the company in 1991. Earlier in his career, Mr. Reiner was a partner at The
Boston Consulting Group, Inc., a consulting firm, where he focused on strategic process issues for
technology businesses.
Impact
Mr. Reiner provides decades of experience driving corporate strategy, information technology, and
best practices across complex organizations. His prior experience in private equity investing,
focused on the IT industry, also enhances the technological expertise represented on our Board
and our Technology Committee. HPE’s Board benefits from Mr. Reiner’s deep insight into how IT
can help global companies succeed through his many years of experience as Chief Information
Officer at General Electric.
Public directorships*
Industry experience
* Citigroup, Inc. is an investment banking and financial services corporation.
Patricia F. Russo
Age: 71
Director since: 2015
NYSE Independent: Yes
Committee memberships:
Skills and qualifications:
Recent career
Ms. Russo has served as the Chair of our Board of Directors since November 2015. Previously,
Ms. Russo served as the Lead Independent Director of Hewlett-Packard Company from July 2014 to
November 2015. Ms. Russo served as Chief Executive Officer (“CEO”) of Alcatel-Lucent, S.A., a
communications company, from 2006 to 2008. Previously, Ms. Russo served as Chairman of Lucent
Technologies Inc. (“Lucent”), a communications company, from 2003 to 2006 and CEO and
President of Lucent from 2002 to 2006.
Impact
Ms. Russo brings to the Board extensive global business experience along with proven leadership
acumen for a wide range of transformative transactions, including mergers and acquisitions and
business restructurings, notably having led Lucent through a severe industry downturn and later a
merger with Alcatel, as well as overseeing the split of Alcoa Corporation and Arconic Corporation.
In addition, Ms. Russo has gained significant experience on governance issues facing large public
companies, including from her service as Chair of the Governance and Corporate Responsibility
Committee of General Motors Company, and former service as Lead Director and Chair of the
Governance and Nominating Committee of Arconic Corporation. A globally recognized thought
leader in business and governance, Ms. Russo has led the Board’s oversight and execution of
HPE’s transformation journey.
Public directorships*
Industry experience
* General Motors Company is an automotive company, KKR & Co. Inc. is an investment firm, Merck & Co., Inc. is a
pharmaceuticals company.
Business development and strategy
Experience in setting and executing corporate strategy is critical to the successful planning and execution of our long-term vision.
Business ethics
Dedication to the highest levels of ethics and integrity within the enterprise context underpins the holistic commitment of HPE to operate with integrity.
Cybersecurity
Experience understanding and navigating the cybersecurity threat landscape in our business and that of our customers is critical to an effective risk management program.
Environmental
Experience in environmental and sustainability topics strengthens the Board’s oversight of our strategic business imperatives and long-term value creation for stockholders in an environmentally sustainable manner.
Executive level leadership
Experience in executive positions within business enterprises is key to the effective oversight of management.
Extensive industry leadership
Experience at the executive level in the technology sector enhances our Board’s understanding of our strategy, market dynamics, operations, and its ability to effectively oversee management.
Financial and audit
Experience in accounting, its governing rules, audit functions, analyzing financial statements, and overseeing budgets is key to the Board’s oversight of our financial reporting and functions.
Global
Experience operating and managing international enterprises, residence abroad, and studying other cultures enables oversight of how HPE navigates a global marketplace.
Growth and transformation
Experience with significant corporate growth and transformation provides valuable insights for our evolving business.
Human capital management
Experience in human capital management in large organizations helps our Board oversee succession planning, corporate culture, talent development, and our executive compensation program.
Investment
Strong financial acumen and corporate investment experience underlies our capital allocation decisions and promotes consideration of an investor’s view of our business in Board discussions.
Legal, regulatory, and public policy
Experience in government positions or setting and analyzing public policy, legislative, and administrative priorities offers insight in the regulatory environments in which we operate.
Operations
Experience successfully managing complex operations, such as supply chain or manufacturing, helps optimize our business and enhance our readiness.
Public company board governance
Experience on other public company boards provides insight into the dynamics and operations of a corporate board, the relationship between a board to senior management and stockholders, and the oversight of strategic, operational, and corporate governance-related matters.
Risk and compliance
Experience identifying, mitigating, and managing a broad range of risks across an enterprise helps effective oversight of our Enterprise Risk Management program.
Social
Experience advocating for gender and racial equality, human rights, and effective corporate citizenship contributes to our ability to remain at the forefront of ensuring social justice, diversity, equity and inclusivity.
Technological innovation
Technical understanding of leading technologies, such as software/hardware development, manufacturing, and cloud computing is essential to understanding our business strategy and our opportunities to incorporate emerging technologies.
Audit Committee
For financial reporting process and audit Risk oversight role and primary responsibilities
Audit
Compliance processes
Required qualifications
Each director on the Audit Committee must be independent within the meaning of the NYSE standards of
independence for directors and audit committee members, and must meet applicable NYSE financial
literacy requirements, each as the Board determines. The Board determined that each of the Audit
Committee members is independent within the meaning of applicable laws and listing standards.
Additionally, at least one director on the Audit Committee must be an “audit committee financial expert,”
as determined by the Board in accordance with the SEC rules. The Board determined that each of Ms.
Hobby, chair of the Audit Committee, and Mr. D’Amelio is an audit committee financial expert.
Key skills and experiences
Finance and Investment Committee
For significant treasury matters, strategic transactions, and capital allocation reviews
Daniel Ammann*
(chair) * Not standing for re-election Risk oversight role and primary responsibilities
Finance
Investment
Required qualifications
A majority of the directors on the Finance and Investment Committee must be independent within the
meaning of applicable laws and listing standards, as the Board determines. The Board determined that
each of the Finance and Investment Committee members is independent within the meaning of applicable
laws and listing standards.
Key skills and experiences
HR and Compensation Committee
For executive compensation structure and human capital strategy Risk oversight role and primary responsibilities
Compensation structure and strategy
Human capital and workforce management
Required qualifications
Each director on the HRC Committee must be independent within the meaning of
applicable laws and listing standards, as the Board determines. In addition, members of the HRC Committee must qualify as
“non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The Board determined that each of Ms. Carter, chair of the HRC
Committee, and HRC Committee members, Mr. Ammann and Ms. Russo, is independent within the
meaning of the NYSE standards of independence for directors and compensation committee members, and
qualifies as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.
Key skills and experiences
Nominating, Governance and Social Responsibility Committee
For board evaluation, director nomination, and corporate citizenship Risk oversight role and primary responsibilities
Corporate governance
Board composition
Required qualifications
Each director on the NGSR Committee must be independent within the meaning of applicable laws and
listing standards, as the Board determines. The Board determined that each of the NGSR Committee
members is independent within the meaning of applicable laws and listing standards.
Key skills and experiences
Technology Committee
For technology and intellectual property portfolio strategy Risk oversight role and primary responsibilities
Technology and intellectual property strategies
Technology trends and guidance
Required qualifications
Each director on the Technology Committee will have such qualifications as the Board determines.
Key skills and experiences
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