Former Chief Financial Officer and Vice Chairman, Bank of America; former
Chief Financial Officer, Northrop Grumman Corporation; former Chief Financial
Officer and Vice Chairman, AT&T Corporation
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.
Mr. Ammann has served as the Chief Executive Officer of Cruise LLC, an autonomous
vehicle company, since January 2019. Mr. Ammann served as the President of General
Motors Company, an automotive company, from January 2014 to December 2018. From
April 2011 to January 2014, Mr. Ammann served as Chief Financial Officer and Executive
Vice President of General Motors. Mr. Ammann joined General Motors in April 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
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 Inc., a Fortune 500
company. Ms. Carter also 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 (“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.
Public Directorships*
Current Service
Integer Holdings Corporation
Texas Instruments Incorporated
Former Service**
CA, Inc.
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 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.
Impact
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.
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 Incorporated
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 Incorporated 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, Silver Peak, 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 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 brings extensive experience in finance, accounting, risk, capital markets,
and business operations to our Board, spanning the financial services, aerospace
and defense, telecommunications, and technology 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 the Chief Executive Officer of Blues
Wireless, 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.
Public Directorships*
Current Service
None
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 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,
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.
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 of Alcatel-Lucent, a communications company, from 2006 to 2008. 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 Corporation
Arconic Corporation
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.
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. Mrs. Wilderotter also has extensive corporate
board director experience and sits on four other public company boards: Sana
Biotechnology, Lyft, Costco and is the Chair of DocuSign’s board.
Public Directorships*
Current Service
Costco Wholesale Corporation
DocuSign Inc.
Lyft, Inc.
Sana Biotechnology, Inc.
Former Service**
Cadence Design Systems
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 Enterprise Risk
Management 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 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 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
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
Investment
Review derivative policy
Review and approve certain swaps and other derivative transactions
Oversee fixed income investments
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.
HR and Compensation Committee
For executive compensation structure and human capital strategy
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
Monitor workforce diversity and equal employment opportunity issues
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
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
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.
* not standing for re-election
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.
* not standing for re-election
Business Development and Strategy
Experience in
setting and executing corporate strategy is critical to the
successful planning and execution of our long-term vision.
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 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 and sustainable business model.
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 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 human
resources management in large organizations assists our
Board in overseeing succession planning, effective talent
development, and our executive compensation program.
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 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 advocating for gender and racial
equality, human rights and effective corporate citizenship
ensures that the Company remains at the forefront of
ensuring social justice, diversity and inclusivity.
Experience in researching or
developing leading-edge technologies, such as software/hardware development, high-tech manufacturing, and
cloud computing is core to understanding our R&D,
manufacturing, supply chain, and markets.
