Former Chief Financial Officer and Vice Chair, Bank of America;
former Chief Financial Officer, Northrop Grumman Corporation;
former Chief Financial Officer and Vice Chair, AT&T Corporation
*Nominated for election for the first time this year
Director Nominee Highlights
Director Nominees’ Skills and Experience
Our Board selected the nominees based on their diverse set of skills and experiences, which align with our
business strategy and contribute to the effective oversight of HPE.
Core Qualifications Possessed by all Director Nominees
Additional Skills and Experience Possessed by Director Nominees
Mr. Ammann has served as the Chief Executive Officer of Cruise LLC, an
autonomous vehicle company, since January 2019. Prior to that,
Mr. Ammann served as the President of General Motors Company, an
automotive company, from January 2014 to December 2018, having also
served as its Chief Financial Officer and Executive Vice President from April
2011 to January 2014. Mr. Ammann joined General Motors in May 2010 as
Vice President of Finance and Treasurer, a role he served in until April 2011.
Public Directorships
None
Impact
Mr. Ammann brings a robust understanding of technology, consumer,
manufacturing, and financial industries to HPE’s Board. Mr. Ammann gained
valuable insight into customer financial services through his leadership over
the rebuilding of the captive finance company of General Motors and
accumulated in-depth knowledge of financial instruments and strategy from
his roles as Treasurer and CFO at General Motors and an extensive career in
investment banking prior to that.
Ms. Carter served as the President of Cummins Distribution Business, a
global division of Cummins Inc., a 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.
Public Directorships*
Current Service
Enbridge Inc.
CSX Corporation
Broadridge Financial Solutions, Inc.
Former Service**
Spectra Energy Corp
Impact
From becoming the first African American woman ever elected as a state
attorney general to executive officer of Cummins Inc., a Fortune 500
company, Ms. Carter’s exceptional career and attributable insight and skills
have been an asset to the HPE Board. Ms. Carter doubly benefits the Board
with her comprehensive legal experience in both the public and private
sectors along with her global, strategic, operational, and transformational
leadership capability and expertise.
* Enbridge Inc. is a global energy infrastructure company, CSX Corporation is a rail-based freight transportation company, Broadridge
Financial Solutions, Inc. is a financial industry servicing company, and Spectra Energy Corp was a natural gas company merged with
Enbridge.
Ms. Hobby served as a Global Strategy Partner at
PricewaterhouseCoopers, LLP 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.
Public Directorships*
Current Service
Integer Holdings Corporation
Texas Instruments Incorporated
Former Service**
CA, Inc.
Key Skills and Qualifications
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 has helped to
drive the Board’s robust exercise of its oversight responsibilities.
* Integer Holdings Corporation is a medical device manufacturing company, Texas Instruments Incorporated is a designer of
semiconductors, and CA, Inc. is a software company.
Mr. Kurtz has served as a director, President, CEO, and co-founder of
CrowdStrike, Inc., a cybersecurity technology company, since November
2011. Prior to founding CrowdStrike, from October 2004 to October 2011,
Mr. Kurtz served in various positions at McAfee, Inc., a computer security
software company, including Worldwide Chief Technology Officer and
Executive Vice President from October 2009 to October 2011. Before its
acquisition by McAfee in October 2004, Mr. Kurtz founded and served as
CEO of Foundstone, Inc., a security products and services company,
starting in October 1999. Mr. Kurtz began his career at
PricewaterhouseCoopers, LLP as a Certified Public Accountant in 1992.
Public Directorships*
Current Service
Crowdstrike, Inc.
Key Skills and Qualifications
Mr. Kurtz brings invaluable technical acumen and insight across cloud, AI,
big data, and cybersecurity. In addition, the Board benefits from his deep
entrepreneurial experience in identifying and commercializing emerging
technologies.
* Crowdstrike, Inc. is a cybersecurity software company.
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. Since April 2013, Mr. Lane has served as Partner Emeritus of Kleiner
Perkins Caufield & Byers, 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, 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. He was with
IBM Corporation from 1969 to 1977. Mr. Lane served as Chairman of the
Board of Trustees of Carnegie Mellon University from July 2009 to July 2015.
He also serves as Vice Chairman of Special Olympics International.
Public Directorships*
Current Service
Beyond Meat, Inc.
Former Service**
Hewlett-Packard Company
Impact
As an early stage venture capital investor, principally in the information
technology industry, Mr. Lane provides the Board valuable insight into
worldwide operations, management, and the development of corporate
strategy, drawing on experience from a career leading large technology
enterprises spanning several decades.
* Beyond Meat, Inc. is a producer of plant-based meat substitutes, Hewlett-Packard Company (now HP Inc.) is an information
technology company and the former parent of Hewlett Packard Enterprise.
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.
Public Directorships*
Current Service
United Parcel Service, Inc.
Qualcomm
Former Service**
Hewlett-Packard Company
Impact
Ms. Livermore brings extensive experience in senior leadership positions
from nearly 35 years at Hewlett-Packard Company and HPE. Her tenure
provides the Board vast in-house knowledge and experience in the areas of
technology, marketing, sales, research and development, and business
management.
* United Parcel Service, Inc. is a package delivery and logistics company, Qualcomm is a semiconductor and telecommunications
equipment company, and Hewlett-Packard Company (now HP Inc.) is an information technology company and the former parent of
Hewlett Packard Enterprise.
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., Limited, a technology company. From
March 2012 to February 2013, Mr. Neri served as a director of MphasiS
Limited, a technology company.
Public Directorships*
Current Service
Anthem, Inc.
Impact
Dedicating more than twenty years to 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 Aruba
Networks, BlueData, Cloud Cruiser, Cloud Technology Partners, Cray, MapR,
Nimble Storage, SimpliVity, and SGI. Mr. Neri is an HPE veteran with a
passion for the Company’s customers, partners, employees, and culture.
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 from May 2010 to June 2011. Prior to that, Mr. Noski served as Chief
Financial Officer of Northrop Grumman Corporation from 2003 until 2005,
and as a Board Director from 2002 to 2005. Mr. Noski previously served as
Chief Financial Officer 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, ultimately
serving as partner until 1990.
Public Directorships*
Current Service
Wells Fargo & Company
Booking Holdings Inc.
Former Service**
Microsoft Corporation
Avon Products, Inc.
Impact
Mr. Noski is standing for election for the first time this year and brings
extensive experience in finance, accounting, risk, capital markets, and
business operations to our Board, spanning the banking, defense,
telecommunications, and software sectors. With a unique portfolio of
business skills, and deep expertise in finance and accounting matters,
including capital management, restructuring, and capital markets, he will be
an invaluable asset to our Board.
* Wells Fargo & Company is a financial services company, Booking Holdings Inc. is an online travel and related services company,
Microsoft Corporation is a software and services company, and Avon Products, Inc. is a beauty products company.
Mr. Ozzie founded and currently serves as CEO of Blues Wireless, a provider
of integrated hardware, software, and services for cellular IoT
communications since 2018. 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.
Public Directorships*
Former Service**
Hewlett-Packard Company
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 software
development. Combined with his experience as an executive in some of the
largest multinational technology companies and as an entrepreneur,
Mr. Ozzie has proven an invaluable asset to the Board.
* Hewlett-Packard Company (now HP Inc.) is an information technology company and the former parent of Hewlett Packard Enterprise.
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 from September 2010 to November 2011. Prior to
that, Mr. Reiner served as Senior Vice President and Chief Information Officer
at General Electric Company, a technology, media and financial services
company, from 1996 until March 2010. Mr. Reiner previously held other
executive positions with General Electric since joining the company in 1991.
Earlier in his career, Mr. Reiner was a partner at Boston Consulting Group, a
consulting company, where he focused on strategic and process issues for
technology businesses.
Public Directorships*
Current Service
Citigroup Inc.
Former Service**
Box, Inc.
Hewlett-Packard Company
Impact
Mr. Reiner provides decades of experience driving corporate strategy,
information technology and best practices across complex organizations.
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.
* CitiGroup Inc. is an investment banking and financial services corporation, Box, Inc. is a software company, and Hewlett-Packard
Company (now HP Inc.) is an information technology company and the former parent of Hewlett Packard Enterprise.
Ms. Russo has served as the Chair of our Board of Directors since November
2015. Prior to that, Ms. Russo served as the Lead Independent Director of
Hewlett-Packard Company from July 2014 to November 2015. From 2006 to
2008, Ms. Russo served as Chief Executive Officer of Alcatel-Lucent, a
communications company. Previously, Ms. Russo served as Chairman of Lucent
Technologies Inc., a communications company, from 2003 to 2006 and Chief
Executive Officer and President of Lucent from 2002 to 2006.
Public Directorships*
Current Service
General Motors Company
KKR Management LLC
Merck & Co., Inc.
Former Service**
Alcoa Inc.
Arconic Inc.
Hewlett-Packard Company
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 Technologies Inc. through a severe industry downturn and later a
merger with Alcatel, as well as overseeing the split of Alcoa Corporation and
Arconic Inc. 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 Inc. A globally recognized
thought leader in business and governance, Ms. Russo has led the Board’s
oversight of HPE’s transformation journey.
* General Motors Company is an automotive company, KKR Management LLC is the managing partner of KKR & Co., L.P., an
investment firm, Merck & Co., Inc. is a pharmaceuticals company, Alcoa Inc. is a metals and manufacturing company, Arconic Inc. is
an engineering and manufacturing company, and Hewlett-Packard Company (now HP Inc.) is an information technology company and
the former parent of Hewlett Packard Enterprise.
Mr. Tan has served as the President and Chief Executive Officer of Cadence
Design Systems, an electronic design automation company, since 2009.
Mr. Tan has also served as Founder and Chairman of Walden International, a
venture capital firm, since 1987.
Public Directorships*
Current Service
Cadence Design
Systems, Inc.
Former Service**
Ambarella, Inc.
Aquantia Corporation
Quantenna Communications, Inc.
Semiconductor Manufacturing International Corporation
SINA Corp
United Overseas Bank in Singapore
Impact
Mr. Tan has decades of experience pioneering venture capital investment in
technology in the Asia-Pacific region. His corporate governance experience
from service on numerous public and private boards of technology
companies and robust understanding of the electronic design and
semiconductor industries is invaluable as the Board continues to chart HPE’s
global path.
* Cadence Design Systems, Inc. is an electronic design automation company, Ambarella, Inc. is a video compression and image
processing company, Aquantia Corporation is a supplier of high-speed connectivity silicon, Quantenna Communications, Inc. is a WiFi
fabless semiconductor company, Semiconductor Manufacturing International Corporation is a semiconductor company, SINA Corp is a
media company, and United Overseas Bank in Singapore is a bank.
Mrs. Wilderotter has served as Chairman and Chief Executive Officer of the
Grand Reserve Inn, a luxury hospitality inn located in Plymouth, CA, since
December 2016. Prior to that, Mrs. Wilderotter served as Executive Chairman
of Frontier Communications Corporation, a telecommunications company,
from April 2015 to April 2016. Previously, Mrs. Wilderotter served as
Chairman and Chief Executive Officer of Frontier from January 2006 to April
2015. From 2004 to 2006, Mrs. Wilderotter served as President, Chief
Executive Officer, and a Director of Frontier. Prior to joining Frontier,
Mrs. Wilderotter served in executive and managerial roles at Wink
Communications and Microsoft Corporation, both software companies, and
AT&T Wireless Services Inc., a telecommunications company.
Public Directorships*
Current Service
Cadence Design Systems
Costco Wholesale Corporation
DocuSign Inc.
Lyft, Inc.
Former Service**
Frontier Communications Corporation
Dreamworks Animation SKG, Inc.
Juno Therapeutics Inc.
The Procter & Gamble Company
Xerox Corporation
Impact
Contributing keen insight into the financial, operational, cybersecurity, talent
management, and strategic issues, Mrs. Wilderotter is a valuable asset to the
Board. Mrs. Wilderotter brings significant expertise leading and managing
companies in the telecommunications and technology industries combined
with in-depth understanding of financial statements and public company
audit from her former roles as CEO of Frontier Communications, Chair of the
Audit Committee of Juno Therapeutics, member of the Audit Committee of
Procter & Gamble, and Chair of the Finance Committee of Xerox.
* Cadence Design Systems is an electronic design automation company, Costco Wholesale Corporation is a retail company,
DocuSign Inc. is an electronic signature and digital transaction management company, Lyft, Inc. is a ride-share company, Frontier
Communications Corporation is a telecommunications company, DreamWorks Animation SKG, Inc. was a content and animation
company, Juno Therapeutics Inc. is a biopharmaceuticals company, The Procter & Gamble Company is a consumer goods company,
and Xerox Corporation is a technology company.
Oversee the performance of our
internal audit function
Review the qualifications,
independence, work product, and
performance of the independent
registered public accounting firm
and evaluate and determine the
firm’s compensation
Financial reporting
Oversee financial reporting
Review and discuss earnings
press releases
Review the audit and integrity
of our financial statements
Compliance processes
Oversee our compliance with legal and
regulatory requirements
Conduct investigations into complaints
concerning federal securities laws
Review results of significant
Investigations and management’s
response to investigations
Risk management
Review identified risks to HPE, including litigation
and compliance matters
Review risk assessment and management
policies, including the ERM program
Information and Cybersecurity
Review the adequacy and effectiveness of information
and cybersecurity policies and related internal controls
Required Qualifications:
Each director on the Audit Committee must be independent within the meaning of the New York
Stock Exchange (“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 Securities Exchange Commission (“SEC”) rules. The Board determined
that each of Mrs. Wilderotter, chair of the Audit Committee, and Ms. Hobby is an
audit committee financial expert.
Finance and Investment Committee
for significant treasury matters,
strategic transactions and capital
allocation reviews
Oversee significant treasury
matters such as capital
structure and allocation
strategy, global liquidity,
borrowings currency exposure,
cash position, dividend policy,
share issuances and
repurchases, and capital
spending
Oversee our loans and loan
guarantees of third parties
Review capitalization of our
Financial Services business
Investment
Review derivative policy
Review and approve certain swaps
and other derivative transactions
Oversee fixed income investments
Mergers & Acquisitions
Evaluate and revise our mergers and
acquisitions approval policies structure
Assist the Board in evaluating investment,
acquisition, certain long-term commercial,
joint venture, and divestiture transactions
Evaluate the execution, financial results,
and integration of completed transactions
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.
Discharge the Board’s
responsibilities relating to the
compensation of our
executives and directors
Annually review and evaluate
management’s performance
and compensation
Oversee and provide risk
management of our
compensation structure,
including our equity and
benefits programs
Review and discuss the
Compensation Discussion and
Analysis and additional
disclosures in compliance with
SEC or listing standards
Human Resources & Workforce Management
Generally oversee our human
resources and workforce
management programs
Talent Management and Succession Planning
Review senior management selection
and oversee executive succession
planning and leadership development
Delegation of Authority
May delegate its duties and responsibilities
to a subcommittee consisting of one or
more directors on the HRC Committee,
another director, or other persons, unless
otherwise prohibited by applicable
laws or listing standards
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”), and as “outside directors”
for purposes of Section 162(m) of the Internal Revenue Code. The Board determined that each
of Ms. Carter, chair of the HRC Committee, and HRC Committee members, Ms. Russo and
Mrs. Wilderotter, is independent within the meaning of the NYSE standards of independence
for directors and compensation committee members, and qualifies as “non-employee
directors” and “outside directors” for purposes of Rule 16b-3 under the Exchange Act and
Section 162(m) of the Internal Revenue Code, respectively.
Compensation Committee Interlocks and Insider Participation:
None of our executive officers served as a member of the compensation committee of another
company, or as a director of another company, whose executive officers also served on our
HRC Committee or as one of our directors.
Nominating, Governance and Social Responsibility Committee
for Board evaluation, director
nomination, and corporate
citizenship
Executive and Director Level
Leadership Experience
Legal, Regulatory, and Public Policy
Operations
Risk Oversight Role and Primary Responsibilities:
Corporate Governance
Develop and regularly review our
Corporate Governance Guidelines
Identify and monitor social,
political, and environmental trends
and provide guidance relating to
public policy matters and global
citizenship
Review proposed changes to our
Certificate of Incorporation,
Bylaws and Board committee
charters
Ensure proper attention is given
and effective responses are made
to stockholder concerns
Design and execute annual
evaluations of the Board,
committees, and individual
directors
Oversee the HRC Committee’s
evaluation of senior management
Board Composition
Identify, recruit, and recommend
candidates to be nominated for
election as directors
Develop and recommend Board
criteria for identifying director
candidates
Oversee the organization and
leadership structure of the Board to
discharge its duties and
responsibilities properly and
efficiently
Evaluate director independence
and financial literacy and expertise
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.
Technology Committee
for technology and intellectual
property portfolio strategy
Make recommendations to the Board
concerning our technology strategies
Assess the health and oversee the
execution of our technology strategies
Assess the scope and quality of our
intellectual property
Technology Trends and Guidance
Identify, evaluate, and monitor existing and
potential trends in technology development
Provide guidance on technology as it may pertain
to market entry and exit, investments, mergers,
acquisitions and divestitures, research and
development investments, and key competitor
and partnership strategies
Privacy and Data Protection
Monitor new technology, trends, and regulatory
obligations with respect to privacy, data
protection, and data retention
Required Qualifications:
Each director on the Technology Committee will have such qualifications as the Board
determines.
Risk and Compliance
Experience identifying, mitigating, and managing risk in enterprise operations helps
our directors effectively oversee our Enterprise Risk Management program, which is vital to customer and
stockholder protection.
Experience in accounting and audit functions and the ability to analyze financial
statements and oversee budgets are key to supporting the Board’s oversight of our financial reporting and
functions.
Experience in venture and investment capital underlies our capital allocation decisions and
ensures that the investors’ view of our business is incorporated in Board discussions.
Experience in, and continued dedication to, the highest levels of ethics and integrity within
the enterprise context underpins the holistic commitment of HPE to operate with integrity.
Experience on other public company boards provides insight into developing
practices consistent with our commitment to excellence in corporate governance.
Experience operating in a global context by managing international enterprises, residence abroad, and
studying other cultures enables oversight of how HPE navigates a global marketplace.
Experience in understanding the impact and increasing importance of the cybersecurity threat
landscape in our own business and that of our customers is critical to an effective risk management program.
Experience in environmental and sustainability topics strengthens the
Board’s oversight and assures that strategic business imperatives and long-term value creation for
stockholders are achieved within a responsible, sustainable business model.
Experience in human resources management in large organizations assists
our Board in overseeing succession planning, effective talent development, and our executive compensation
program.
