DEF 14A 1 a2240646zdef14a.htm DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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Filed by a Party other than the Registrant o

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

HEWLETT PACKARD ENTERPRISE COMPANY

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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Table of Contents

    

 

 

2020 HPE PROXY STATEMENT

 

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Notice of Annual Meeting of Stockholders


 


 


 

Virtual Meeting Logistics

GRAPHIC       GRAPHIC       GRAPHIC

Date
Wednesday, April 1, 2020

 

 

 

Time
11:00 a.m., Pacific Time

 

 

 

Live Webcast
www.virtualshareholdermeeting.
com/HPE2020

Online access begins at
10:30 a.m., Pacific Time

Items of Business

To elect the 13 directors named in this proxy statement;

To ratify the appointment of the independent registered public accounting firm for the fiscal year ending October 31, 2020;

To approve, on an advisory basis, the Company's executive compensation;

To consider and vote upon one stockholder proposal, if properly presented; and

To consider such other business as may properly come before the meeting.

Important Meeting Information

Record Date

Stockholders of record as of February 3, 2020 will be able to vote and participate in the annual meeting using the 16-digit control number included on your Notice of Internet Availability of the proxy materials, or using the instructions on your proxy card.

A Notice of Internet Availability of proxy materials was first mailed or delivered on or about February 13, 2020.

Technical Issues

Contact 1-855-449-0991 (toll-free) or 1-720-378-5962 (international) for any technical difficulties or trouble accessing the virtual meeting, or if you are unable to locate your 16-digit control number.

Asking Questions

Prior to the meeting, questions can be submitted at: www.proxyvote.com (beneficial owners) or proxyvote.com/hpe (registered stockholders). During the meeting questions can only be submitted in the question box provided at: www.virtualshareholdermeeting.com/HPE2020.

Replays

A replay of the annual meeting will be posted as soon as practical at: www.hpe.com/investor/ stockholdermeeting2020 along with answers to stockholder questions pertinent to meeting matters that are received before and during the annual meeting that cannot be answered due to time constraints.

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Notice of Annual Meeting of Stockholders (continued)


 


 


 

    

 

Voting

Your vote is important. Please promptly vote your shares as soon as possible by internet, telephone, or returning your completed proxy card. Beneficial owners voting through their broker must follow their instructions on voting. Those shares held through the Hewlett Packard Enterprise Company 401(k) Plan must be voted prior to the annual meeting. Refer to page 98 of this proxy statement under the section entitled "Questions and Answers—Voting Information" for specific instructions on how to vote your shares.

GRAPHIC   Online
Beneficial Owners:
www.proxyvote.com
Registered Stockholders:
proxyvote.com/hpe
        
GRAPHIC   By Phone
Beneficial Owners: 1-800-690-6903
Registered Stockholders: 1-800-454-8683
        
GRAPHIC   By Mail
If you received a paper copy of a proxy by mail, clearly mark your vote, sign, date, and return your proxy in the pre-addressed envelope provided.

 

 

GRAPHIC

 

Important notice regarding the availability of proxy materials for the 2020 Annual Meeting of Stockholders to be held on April 1, 2020.

Our proxy statement and 2019 Annual Report on Form 10-K are available at: www.hpe.com/investor/stockholdermeeting2020.
You may also scan the QR code with your mobile device to access these documents.


 

 

By order of the Board of Directors,

GRAPHIC   John F. Schultz
Executive Vice President,
Chief Legal and Administrative Officer
and Corporate Secretary

GRAPHIC

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Table of Contents


 


 


 

    

 

 

PROXY STATEMENT EXECUTIVE SUMMARY

  1

Proposals to be voted on and Board voting recommendations

 
1

Annual virtual stockholder meeting FAQ

  2

CORPORATE GOVERNANCE

 
3

Stockholder outreach and engagement

 
4

Annual virtual stockholder meeting

  6

Environmental and social governance through living progress

  7

Board composition

  8

Director candidate selection and evaluation

  8

Board and committee meetings and attendance

  11

Board leadership structure

  11

Board structure and committee composition

  12

Committees of the Board

  13

Board risk oversight

  17

Succession planning

  19

Director evaluations

  20

Limits on director service on other public company boards

  21

Director independence

  21

Director compensation and stock ownership guidelines

  24

Non-employee director stock ownership guidelines

  27

Stock ownership information

  28

Common stock ownership of certain beneficial owners and management

  28

Related persons transactions policies and procedures

  30

Communications with the board

  31

Governance documents

  31

PROPOSALS TO BE VOTED ON

 
32

PROPOSAL NO. 1 – 

 

Election of directors

 
32

PROPOSAL NO. 2 – 

 

Ratification of independent registered public accounting firm

 
50

PROPOSAL NO. 3 – 

 

Advisory vote to approve executive compensation

 
51

PROPOSAL NO. 4 – 

 

Stockholder proposal entitled: "Shareholder approval of bylaw amendments"

 
53

EXECUTIVE COMPENSATION — CD&A

 
57

Compensation discussion and analysis

 
57

Executive summary

  57

Executive compensation pay-for-performance philosophy

  60

Oversight and authority over executive compensation

  61

Detailed compensation discussion and analysis

  62

Process for setting and awarding fiscal 2019 executive compensation

  64

Compensation program enhancements for fiscal 2019

  64

Determination of fiscal 2019 executive compensation

  65

Other compensation-related matters

  73

HRC committee report on executive compensation

  76

Summary compensation table

  77

Grants of plan-based awards in fiscal 2019

  79

Outstanding equity awards at 2019 fiscal year-end

  80

Option exercises and stock vested in fiscal 2019

  81

Fiscal 2019 pension benefits table

  81

Fiscal 2019 nonqualified deferred compensation table

  83

Potential payments upon termination or change in control

  84

Chief executive officer (CEO) pay ratio

  87

EQUITY COMPENSATION PLAN INFORMATION

 
89

AUDIT-RELATED MATTERS

 
90

Principal accounting fees and services

 
90

Audit committee overview

  91

Report of the audit committee of the board of directors

  94

OTHER MATTERS

 
95

QUESTIONS AND ANSWERS

 
96

Proxy materials

 
96

Voting information

  98

Annual meeting information

  103

Stockholder proposals, director nominations, and related bylaws provisions

  104

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Proxy Statement Executive Summary


 


 


 

    

 

 

The following is a summary of proposals to be voted on at the annual meeting. This is only a summary and it may not contain all of the information that is important to you. For more complete information, please review this proxy statement as well as our 2019 Annual Report on Form 10-K for the fiscal year ended October 31, 2019. References to "Hewlett Packard Enterprise," "HPE," "Company," "we," "us," or "our" refer to Hewlett Packard Enterprise Company. This proxy statement and form of proxy are being distributed and made available on or about February 13, 2020.

PROPOSALS TO BE VOTED ON AND BOARD VOTING RECOMMENDATIONS

GRAPHIC

  Proposal   Recommendation Page
Reference

 


 


 


 


 


 
  1 – Election of directors
The Nominating, Governance and Social Responsibility Committee (the "NGSR Committee") has nominated 13 directors for election at the annual meeting to hold office until the 2021 annual meeting. Information regarding the skills and qualifications of each nominee can be found on pages 32 through 49.
GRAPHIC Our Board recommends a vote FOR the election to the Board of each of the 13 nominees. 32
  2 – Ratification of independent registered public accounting firm
The Audit Committee has appointed, and is asking stockholders to ratify, Ernst & Young LLP ("EY") as the independent registered public accounting firm for fiscal 2020. Information regarding fees paid to and services rendered by EY can be found on page 50.
GRAPHIC Our Board recommends a vote FOR the ratification of the appointment. 50
  3 – Advisory vote to approve executive compensation
Our Board of Directors and HR and Compensation Committee (the "HRC Committee") are committed to excellence in corporate governance and to executive compensation programs that align the interests of our executives with those of our stockholders. Information regarding our programs can be found on pages 51 and 52.
GRAPHIC Our Board recommends a vote FOR the approval of the compensation of our named executive officers. 51
           
  4 – Stockholder proposal entitled: "Shareholder approval of bylaw amendments"
We received a stockholder proposal seeking to require stockholder approval of, or non-binding vote on, as applicable, all amendments to HPE's Bylaws and, if properly presented, the proposal will be voted on at the annual meeting. Information can be found on pages 53 through 56.
GRAPHIC Our Board recommends a vote AGAINST the stockholder proposal for the reasons stated on pages 54 through 56. 53

 


 


 


 


 


 

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ANNUAL VIRTUAL STOCKHOLDER MEETING FAQ

How can I participate in the annual meeting?

We are very pleased that this year's annual meeting will again be a completely virtual meeting of stockholders, which will be conducted via live webcast. You are entitled to participate in the annual meeting only if you were a Hewlett Packard Enterprise stockholder or joint holder as of the close of business on February 3, 2020 or if you hold a valid proxy for the annual meeting.

You will be able to participate in the annual meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/HPE2020. You also will be able to vote your shares electronically at the annual meeting (other than shares held through the Hewlett Packard Enterprise Company 401(k) Plan (the "HPE 401(k) Plan"), which must be voted prior to the meeting).

To participate in the annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials.

The meeting webcast will begin promptly at 11:00 a.m., Pacific Time, on Wednesday, April 1, 2020. Online access will begin at 10:30 a.m., Pacific Time, and we encourage you to access the meeting prior to the start time.

How can I submit questions prior to the meeting?

You can submit questions in advance of the annual meeting, and also access copies of our proxy statement and annual report by visiting www.proxyvote.com for beneficial owners and proxyvote.com/hpe registered stockholders.

All written questions timely submitted during the meeting will be answered, however, Hewlett Packard Enterprise reserves the right to edit or reject questions it deems profane or otherwise inappropriate. Detailed guidelines for submitting written questions during the meeting are available at www.virtualshareholdermeeting.com/HPE2020.

What if I have technical difficulties or trouble accessing the virtual meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call:

1-855-449-0991 (toll-free)
1-720-378-5962 (international)

What if I don't have internet access?

Stockholders of record can call 1-877-328-2502 (toll-free) or 1-412-317-5419 (international) and use your 16-digit control number to listen to the meeting proceedings. You will not be able to vote your shares during the meeting.

For more information, please see our full "Questions and Answers" section below.

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Corporate Governance


 


 


 

    

 

 

Our Board of Directors (the "Board") is committed to excellence in corporate governance. We know that our long-standing tradition of principled, ethical governance benefits you, our stockholders, as well as our customers, employees, and communities, and we have developed and continue to maintain a governance profile that aligns with industry-leading standards. We believe that the high standards set by our governance structure will continue to have a direct impact on the strength of our business.

The following table presents a brief summary of highlights of our governance profile, followed by more in-depth descriptions of some of the key aspects of our governance structure.

Board Conduct and Oversight   Independence and Participation   Stockholder Rights

 

 

 

 

 

Development and oversight of execution of Company strategy

Rigorous stock ownership guidelines, including a 7x base salary requirement for the CEO

Regular, conscientious risk assessment

Standards of Business Conduct, applied to all directors, executive officers, and employees

Annual review of developments in best practices

Significant time devoted to succession planning and leadership development efforts

Annual evaluations of Board, committees, and individual directors

 

12 of 13 director nominees are independent by NYSE standards

Independent Chair of the Board (the "Chair")

Executive sessions of non-management directors generally held at each Board and committee meeting

All committees of the Board consist entirely of independent directors

Separate Chair and CEO roles

Participation in one-on-one meetings with management

Robust engagement directly with stockholders

Frequent participation at customer events

 

Proxy access right for eligible stockholders holding 3% or more of outstanding common stock for at least three years to nominate up to 20% of the Board

Special meeting right for stockholders of an aggregate of 25% of voting stock

All directors annually elected; no staggered Board

Majority voting in uncontested director elections

No "poison pill"

No supermajority voting requirements to change organizational documents


 

 

 

 

 

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STOCKHOLDER OUTREACH AND ENGAGEMENT

Rather than focusing on short-term results, we concentrate on the bigger picture by fostering strong stockholder relationships that lead to mutual understandings of issues and approaches, ultimately giving us insight into stockholder perspectives that are incorporated into strategies for long-term growth.

The key elements of our stockholder outreach program are:

GRAPHIC

Our comprehensive stockholder engagement program is supplemented by our year-round investor relations outreach program that includes post-earnings communications, roadshows, bus tours, one-on-one conferences, group meetings, technology webcasts, and general availability to respond to investor inquiries. The multi-faceted nature of this program allows us to maintain meaningful engagement with a broad audience including large institutional investors, smaller to mid-size institutions, pension funds, advisory firms, and individual investors.

We recognize that stockholders are the owners of the Company and remain committed to stockholder outreach programs that are truly a dialogue. We use every element of the outreach program to provide stockholders with honest, candid information on relevant issues, sharing the rationale for our corporate strategy and the impact of the Board's oversight in key areas of the Company, gathering stockholder views and feedback on each area, as well as on the outreach program itself.

Securities Analyst Meeting

We launch our stockholder outreach program in the fall with our annual Securities Analyst Meeting ("SAM"). At SAM, our leadership team provides an update on strategy and the financial outlook, including detailed information for each business unit, for the upcoming fiscal year. Although the event itself is geared toward the analyst community, a primary purpose of SAM is to give stockholders direct insight into our business, strategy, and outlook, providing those who plan to participate in our off-season engagement an informed basis on which to formulate their views and questions. Accordingly, the entire event is publicly broadcast live, with recorded videos and transcripts also available on our investor relations website following the event.

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Board Outreach Program

On the heels of SAM comes a cornerstone of our stockholder outreach—our innovative Board outreach program. The program consists of focused, one-on-one meetings between stockholders and our directors over a three-month period that are designed to give institutional stockholders an opportunity to better understand the companies in which they invest. These meetings enable our stockholders to better fulfill their fiduciary duties toward their investors and voice any concerns they have about HPE to our directors. This season, we extended our extensive Board outreach efforts to holders of nearly 59% of our stock, with holders of approximately 37% of our stock electing to participate.

We maintain clear structural goals for these meetings:

Provide direct stockholder access to the Board  

    We believe it is important for stockholders to hear directly from our Board, just as it is important for directors to hear stockholder's unfiltered concerns and perspectives. Directors participating in this outreach program include the Chair, committee chairs, as well as other directors with whom stockholders may have a particular interest in meeting. A limited number of members of management are also present for the primary purpose of facilitating the meetings, as well as being available to answer more technical questions that may arise.

Achieve meaningful benefits  

    In order to maximize the benefit of the engagement to both the investor and the Company, we take the time to conduct extensive research to understand each institutional stockholder's voting policies and patterns, salient issues and areas of concern, and goals of engagement. Similarly, we understand institutional governance teams work under time and resource constraints and by inviting participants well in advance of the meeting, and providing detailed updates on the Company's strategy and outlook during SAM and other investor and analyst events, we ensure stockholder participants will have the opportunity and information to prepare and engage in meaningful dialogue.

Comprehensive discussion  

    We strive to ensure that stockholder meetings cover a comprehensive range of key topics including short- and long-term strategy, capital allocation targets, governance and Board oversight, mergers and acquisitions activity, succession planning, environmental and social concerns, and human resources management. Maintaining a disciplined approach to the discussions and allowing adequate meeting times ensures that matters important to stockholders are not neglected in favor of addressing only current salient issues.

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ANNUAL VIRTUAL STOCKHOLDER MEETING

Our annual stockholder meeting is conducted virtually through a live webcast and online stockholder tools.

Facilitates stockholder attendance and participation.

Enables stockholders to participate fully, and equally, from any location around the world, at no cost.

Global Reach

We believe this is the right choice for a Company with a global footprint; not only bringing cost savings to the Company and stockholders, also increasing the ability to engage with all stockholders, regardless of size, resources, or physical location.

GRAPHIC

Q&A
  Access
  Replay
We do not place restrictions on the type or form of questions that may be asked; however, we reserve the right to edit profanity or other inappropriate language for publication.

During the live Q&A session of the meeting, we answer questions as they come in and address those asked in advance, as time permits. We have committed to publishing and answering each question received, following the meeting.

  We remain very sensitive to concerns regarding virtual meetings generally from investor advisory groups and other stockholder rights advocates, who have voiced concerns that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, we have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication.

For example, the online format allows stockholders to communicate with us in advance of, and during, the meeting so they can ask any questions of our Board or management.

  Although the live webcast is available only to stockholders at the time of the meeting, a replay of the meeting is made publicly available on the Company's investor relations site. In addition to strong participation from individual stockholders, we have continued to receive positive support from institutional stockholders who have indicated that the virtual format is beneficial and appropriate in the context of our broader direct outreach program.

We have carefully designed our outreach program to provide continuous and meaningful stockholder engagement and participation. Our committed Board of Directors and management team value these interactions and invest significant time and resources to ensure that they have an open line of communication with stockholders. Stockholders and other stakeholders may directly communicate with our Board by contacting: Secretary to the Board of Directors, 6280 America Center Drive, San Jose, California 95002; e-mail: bod-hpe@hpe.com.

For more information about the virtual stockholder meeting, see "Questions and Answers—Annual Meeting Information" on page 103.

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ENVIRONMENTAL AND SOCIAL GOVERNANCE THROUGH LIVING PROGRESS

HPE Living Progress is our plan to apply the innovation engine of HPE in order to create sustainable IT solutions that meet the technology demands of the future. This commitment to environmental, social, and governance ("ESG") matters is integrated into our business strategy, increasing the competitiveness and resilience of our business.

Our customers consider HPE's sustainable and efficient IT solutions to be a strategic differentiator, helping to meet both their financial and sustainability goals. Through innovative product designs and solutions, HPE enables our customers to maximize the efficiency of IT infrastructure, achieving more work for less cost and lowering environmental impact.

Building the operational and reputational resilience of our value chain is also key to meeting and exceeding the expectations of our stakeholders. HPE's proactive approach to managing ESG factors mitigates risks to our Company, such as fluctuating commodity prices or tightening regulations, while creating new financial opportunities.

HPE Living Progress is overseen by the NGSR Committee which reviews, assesses, reports, and provides guidance to management and the Board regarding HPE's policies and programs relating to ESG. HPE engages with the Board and executive committee on ESG matters at least annually as a matter of best practice to drive ESG strategies for continued business success. HPE's ESG leadership has been recognized by prominent global rankings such as:

GRAPHIC

      *CDP, DJSI, and MSCI ESG ratings as of calendar year 2019. Sustainalytics' ESG rating as of August 2019.

      **
      The use by HPE of any MSCI ESG Research LLC or its affiliates ("MSCI") data, and the use of the MSCI logos, trademarks, service marks, or index names herein, do not consititute a sponsorship, endorsement, recommendation, or promotion of HPE by MSCI. MSCI services and data are the property of MSCI or its information providers, and are provided 'as-is' and without warranty. MSCI names and logos are trademarks or service marks of MSCI.

This leadership fosters employee pride both in our Company and in the important role HPE products and solutions play in solving the world's biggest social and environmental challenges.

Transparency is paramount to meeting the expectations of our stakeholders. Each year, HPE publishes a detailed report summarizing progress on key ESG issues. For instance, in 2019:

We increased the ambition of our climate target, committing to reduce operational greenhouse gas emissions by 55% by 2025, from 2016 levels.

Our employees are more engaged than ever, with our employee engagement score rising 18 points over the last two years to 81%.

Our Board is among the most diverse in the industry, with 54% identifying with one or more diverse groups.

HPE and HPE Foundation contributed $22 million in social investment to nonprofit organizations. In addition, HPE directed nearly a billion dollars of supplier spend to small enterprises and businesses owned by women, minorities, and veterans.

For more information regarding our Living Progress plan and our recent, award-winning annual ESG reports, ESG initiatives, and related matters, please visit the "Corporate Responsibility" section of our corporate website.

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BOARD COMPOSITION

Our Board was thoughtfully structured following a global search targeting world-class directors with the diversity of skills, experience, ethnicity, and gender necessary to exceptional leadership for HPE.

The selection criteria for our directors included:

    high professional and personal ethics and values consistent with our long-standing values and standards;

    broad policy-making experience in business, government, education, technology or public service;

    sufficient time to devote to the Board and our Company;

    diversity of background and experience, including: senior leadership and operating experience in a publicly-listed company; board experience in a publicly-listed company; financial, industrial/technical, brand marketing or international expertise; and

    experience as an investor with a commitment to enhancing stockholder value and representation of the interests across our stockholder base.

DIRECTOR CANDIDATE SELECTION AND EVALUATION

Stockholder Recommendations

The policy of the NGSR Committee is to consider properly submitted stockholder recommendations of candidates for membership on the Board as described below under "Identifying and Evaluating Candidates for Directors." In evaluating such recommendations, the NGSR Committee seeks to achieve a balance of knowledge, experience, and capability on the Board and to address the membership criteria set forth on page 32 under "Proposals To Be Voted On—Proposal No.1 Election of Directors—Director Nominee Experience and Qualifications." Any stockholder recommendations submitted for consideration by the NGSR Committee should include verification of the stockholder status of the person submitting the recommendation and the recommended candidate's name and qualifications for Board membership and should be addressed to:

Corporate Secretary
Hewlett Packard Enterprise Company
6280 America Center Drive
San Jose, California 95002
Email: 
bod-hpe@hpe.com

Stockholder Nominations

In addition, our Bylaws permit stockholders to nominate directors for consideration at an annual stockholder meeting and, under certain circumstances, to include their nominees in the Hewlett Packard Enterprise proxy statement. For a description of the process for nominating directors in accordance with our Bylaws, see "Questions and Answers—Stockholder Proposals, Director Nominations, and Related Bylaws Provisions—How may I recommend individuals to serve as directors and what is the deadline for director recommendations?" on page 105.

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Identifying and Evaluating Candidates for Directors

The NGSR Committee, in consultation with the Chair, prudently assesses the following throughout the year:

whether the Board is of the appropriate size;

whether director skills, perspectives, and experiences appropriately align with the Company's strategy;

whether any vacancies on the Board are expected due to retirement or otherwise; and

whether the Board would benefit from the addition of a director with a specific skillset, giving consideration to evolving skills, perspectives, and experiences needed on our Board.

The NGSR Committee also considers board refreshment as part of its annual evaluation of the Board, with the goal of maintaining a diverse Board to ensure representation of varied perspectives, personal and professional experiences and backgrounds, as well as other differentiating characteristics to support the global demands of our business. Diversity is considered in a broad sense, including, among other attributes, skills and experience, perspectives, gender, ethnicity, and geography. Our current directors bring a diverse set of skills and experiences to HPE that are important to drive our strategy forward as the market and competitive landscape evolves. We balance the importance of historical knowledge of the Company with our regard for fresh perspectives by considering director tenure on a case-by-case basis, rather than imposing mandatory term limits.

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NEW DIRECTOR PROCESS

GRAPHIC

*
Nominated for election for the first time this year

The NGSR Committee uses a variety of methods for identifying and evaluating nominees for directorship on our Board. Candidates may come to the attention of the NGSR Committee through HPE stockholders, professional search firms, current Board members, or management. We engage a professional search firm on an ongoing basis to identify and assist the NGSR Committee in identifying, evaluating, and conducting due diligence on potential director nominees. In each instance, the NGSR Committee considers the totality of the circumstances of each individual candidate.

Identified candidates are evaluated at regular or special meetings of the NGSR Committee and may be considered at any point during the year. As described above, the NGSR Committee considers properly submitted stockholder recommendations of candidates for the Board to be included in our proxy statement. The NGSR Committee evaluates all nominees appropriately submitted, regardless of source of recommendation, using the same rigorous evaluation process and criteria. In evaluating such nominations, the NGSR Committee seeks to achieve a balance of knowledge, experience, and capability that will enable the Board to effectively oversee the business.

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This year, following an extensive evaluation process as described above, the NGSR Committee, and full Board, reviewed and approved the nomination of Charles H. Noski for election at the upcoming annual meeting of stockholders. Mr. Noski was initially identified and recommended by our professional search firm.

BOARD AND COMMITTEE MEETINGS AND ATTENDANCE

Our Board has regularly scheduled meetings and an annual meeting of stockholders each year, in addition to special meetings scheduled as appropriate. During fiscal 2019, our Board held six meetings. In addition, our five committees held a total of 34 meetings, with the Audit Committee meeting 10 times, the HRC Committee meeting seven times, and the NGSR Committee meeting five times. Each of the five regularly scheduled Board meetings held during fiscal 2019 included an executive session, consisting of only non-management directors. The Board expects that its members will rigorously prepare for, attend, and participate in all Board and applicable committee meetings and each annual meeting of stockholders. In addition to participation at Board and committee meetings, our directors discharged their responsibilities throughout the year through frequent one-on-one meetings and other communications with our Chair, our CEO, and other members of senior management regarding matters of interest.

Each of our incumbent directors who was a director during fiscal 2019 attended at least 88% of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board of Directors on which each such director served, during the period for which each such director served, with the exception of George R. Kurtz. Mr. Kurtz joined our Board in June 2019, well after the fiscal 2019 calendar of Board and committee meetings had been established. Mr. Kurtz attended the remaining two Board meetings for fiscal 2019, but missed one Technology Committee meeting due to a scheduling conflict.

Directors are also encouraged to attend our annual meeting of stockholders. Last year, each of our directors was in attendance.

BOARD LEADERSHIP STRUCTURE

The Board is currently led by an independent director, Patricia F. Russo, Chair. Our Bylaws and Corporate Governance Guidelines permit the roles of Chair and Chief Executive Officer to be filled by the same or different individuals, although the Corporate Governance Guidelines express a preference for the separation of the two roles. This flexibility allows the Board to determine whether the two roles should be combined or separated based upon our needs and the Board's assessment of its leadership from time to time. The Board believes that our stockholders are best served at this time by having an independent director serve as Chair. Our Board believes this leadership structure effectively allocates authority, responsibility, and oversight between management and the independent members of our Board. It gives primary responsibility for the operational leadership and strategic direction of the Company to our CEO, while the Chair facilitates our Board's independent oversight of management, promotes communication between senior management and our Board about issues such as management development and succession planning, executive compensation, and Company performance, engages with stockholders, and leads our Board's consideration of key governance matters.

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BOARD STRUCTURE AND COMMITTEE COMPOSITION

As of the date of this proxy statement, the Board has 13 directors and the following five standing committees: (1) Audit Committee; (2) Finance and Investment Committee; (3) HR and Compensation Committee; (4) Nominating, Governance and Social Responsibility Committee; and (5) Technology Committee. The current committee membership and the function of each of these standing committees is described below. Each of the standing committees operates under a written charter adopted by the Board. All of the committee charters are available on our Governance website at investors.hpe.com/governance#committee-charters. Each committee reviews and reassesses the adequacy of its charter annually, conducts annual evaluations of its performance with respect to its duties and responsibilities as laid out in the charter, and reports regularly to the Board with respect to the committees' activities. Additionally, the Board and each of the committees has the authority to retain, terminate, and receive appropriate funding for outside advisors as the Board and/or each committee deems necessary.

The composition of each standing committee is as follows:

Independent Directors
Audit
FIC
HRC
NGSRC
Tech

 


 


 


 


 


 
Daniel Ammann   GRAPHIC      
Michael J. Angelakis*   GRAPHIC      
Pamela L. Carter GRAPHIC   GRAPHIC    
Jean M. Hobby GRAPHIC        
George R. Kurtz         GRAPHIC
Raymond J. Lane         GRAPHIC
Ann M. Livermore   GRAPHIC      
Raymond E. Ozzie         GRAPHIC
Gary M. Reiner       GRAPHIC GRAPHIC
Patricia F. Russo     GRAPHIC GRAPHIC  
Lip-Bu Tan       GRAPHIC GRAPHIC
Mary Agnes Wilderotter GRAPHIC   GRAPHIC    

 


 


 


 


 


 

Other Directors


 


 


 


 


 

 


 


 


 


 


 
Antonio F. Neri          

 


 


 


 


 


 
*
Not standing for re-election

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COMMITTEES OF THE BOARD

GRAPHIC

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BOARD RISK OVERSIGHT

Given today's ever-changing economic, social, and political landscape, a structured, conscientious approach to risk management is more important than ever for our Company. Our Board, both directly and through its committees, reviews and oversees our Enterprise Risk Management ("ERM") program, which is an enterprise-wide program designed to enable effective and efficient identification of, and management visibility into, critical enterprise risks and to facilitate the incorporation of risk considerations into decision making across the Company.

In particular, the ERM program:

clearly defines risk management roles and responsibilities;

brings together senior management to discuss risk;

promotes visibility and constructive dialogue around risk; and

facilitates appropriate risk response strategies at the Board, committee, and management levels.

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Management, under the ERM program, develops a holistic portfolio of our enterprise risks by facilitating business and function risk assessments, performing targeted risk assessments, and incorporating information regarding specific categories of risk gathered from various internal HPE departments. Our Internal Audit, Enterprise Finance Reporting, Treasury, Information Technology, Cybersecurity, Human Resources, Corporate Affairs, and Legal teams all provide input into this process and assist with the day-to-day monitoring, evaluating, reporting, and mitigating of their respective risk categories. Management then develops response plans for risks categorized as needing management focus and monitors other identified risk areas. Management provides reports on the risk portfolio and risk response efforts to senior management and to the Audit Committee.

This structure ensures that we provide specialized attention to, and oversight of, key risk areas by aligning our unique set of committees with risk oversight in their individual areas of expertise. Throughout the year, the Board oversees its committees' ongoing risk oversight activities, and the Audit Committee escalates issues relating to risk oversight to the full Board, in a continuous effort to keep the Board adequately informed of developments that could affect the Company's risk profile or other aspects of our business. The Board also considers specific risk topics in connection with strategic planning and other matters.

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Cybersecurity Risk Management

HPE operates a complex and large IT infrastructure critical in maintaining our ongoing operations in addition to a significant R&D footprint including labs, build and test systems, and supporting infrastructure which all have varying levels of risk exposures. We have a Chief Information Security Officer ("CISO") who oversees the back office security, inclusive of the corporate IT environment and security standards that are used as a framework for the management of security across HPE. Our CISO is also responsible for developing and administering our corporate security training and sponsors our policy and standards. Our cybersecurity plan is reviewed annually and the Board, Audit Committee, and senior management oversee our cybersecurity program, receiving regular updates directly from our CISO, management, and HPE product security experts from various business and operational areas.

ESG Risk Management

From climate change impacts to ethical sourcing concerns to employee inclusion and diversity statistics, ESG topics and risks remain top of mind at our Company. These issues are embedded into our business strategy, building on decades of proven leadership to accelerate technology's role in advancing the way we live and work. Given that ESG risks can affect everything from our supply chain to our employee health, we ensure such risks are continually and properly monitored, analyzed, and mitigated. Management, representing a variety of teams and functions including Corporate Affairs, Global Corporate Services, Ethics and Compliance, Investor Relations, Global Supply Chain, and Legal, is responsible for assessing and managing significant ESG risks throughout the Company. HPE leadership briefs the Board biannually on ESG topics covering risks and opportunities, impacts, and strategies. In addition, the NGSR Committee guides HPE's ESG activities and monitors issues that could affect the Company's reputation and operations. HPE has set ambitious public targets to manage environmental impacts such as greenhouse gas emissions, renewable energy procurement, and product energy effectiveness, which are reported against annually. In addition, management goals and executive compensation are tied to human capital factors related to talent retention and organizational diversity targets. ESG ratings agencies consistently rank HPE among the top global and industry leaders for ESG issue management and performance.

Compensation Risk Assessment

During fiscal 2019, we undertook an annual review of our material compensation processes, policies, and programs for all employees and determined that our compensation programs and practices are not reasonably likely to have a material adverse effect on Hewlett Packard Enterprise. In conducting this assessment, we reviewed our compensation risk infrastructure, including our material plans, our risk control systems and governance structure, the design and oversight of our compensation programs and the developments, improvements, and other changes made to those programs, and we presented a summary of the findings to the HRC Committee. Overall, we believe that our programs contain an appropriate balance of fixed and variable features and short- and long-term incentives, as well as complementary metrics and reasonable, performance-based goals with linear payout curves under most plans. We believe that these factors, combined with effective Board and management oversight, operate to mitigate risk and reduce the likelihood of employees engaging in excessive risk taking behavior with respect to the compensation related aspects of their jobs.

SUCCESSION PLANNING

As described in its charter, one of the HRC Committee's responsibilities is to oversee succession planning and leadership development. The CEO and management prepare short-term and long-term succession plans that delineate a temporary delegation of authority to certain officers of the Company if the CEO and/or all or a portion of the senior executive officers should unexpectedly become unable to perform their duties. On an

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ongoing basis, the Board reviews these succession plans, with input from the CEO and EVP, Chief People Officer, as well as during executive sessions with no members of management present. Succession reviews for key executive roles consist of an assessment of internal candidates as well as external talent identified by executive search firms. The Board retains such firms with regards to CEO talent identification, while the Company retains its own firms with regards to the identification of talent for other executive positions.

DIRECTOR EVALUATIONS

Our Process

Our Board maintains a regular and robust evaluation process designed to continually assess its effectiveness. Every year, the Board conducts a formal evaluation of each committee, individual directors, and the Board as a whole. The process involves the NGSR Committee, working with the Board Chair, designing each year's evaluation process, which rotates between three formats: (1) written questionnaires, (2) individual interviews, and (3) group discussions. When designing the evaluation process, the Board considers the current dynamics of the boardroom, the Company, and our industries, as well as the format of previous annual evaluations.

GRAPHIC   GRAPHIC   GRAPHIC

Written Questionnaires

 

Individual Interviews

 

Group Discussions
Format: customized questionnaires are drafted and circulated to the directors. After the questionnaires are completed, responses are compiled, analyzed, and discussed with the Board.

Advantages:

Anonymity promotes candor

Cost and time effectiveness

Allows focus on most pertinent issues

Allows for clear comparison of responses when using a numerical scale system

  Format: interviews are held with individual directors, either in-person or by teleconference. Interviews are conducted by the Board Chair and questions addressing pertinent topics related to the Board and individual directors are prepared in advance. The results of these interviews are discussed with the full Board.

Advantages:

Fosters in-depth feedback

More personal, and promotes natural discussion of key topics

  Format: a structured, in-person conversation is held during a scheduled Board meeting. The agenda of discussion topics is customized to this format and circulated in advance. The Board Chair leads the conversation.

Advantages:

Encourages directors to listen and learn from each other

Allows for elaboration on feedback

Feedback and discussions occur instantly and simultaneously

This Year

With this being HPE's fourth year of Board evaluations, we have completed a full rotation of the three evaluation formats and have begun a new rotation. In 2019, we conducted our Board evaluations using the written questionnaire format, conducted by the Board Chair. A unique set of questionnaires was drafted with the intention of gauging effectiveness in (i) Board composition and conduct, (ii) meeting structure, (iii) materials, (iv) committee composition, (v) strategic and succession planning, (vi) culture, (vii) exercise of oversight, (viii) continued education, and (ix) access to management, among other topics.

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LIMITS ON DIRECTOR SERVICE ON OTHER PUBLIC COMPANY BOARDS

We have a highly effective and engaged Board, and we believe that our directors' outside directorships enable them to contribute valuable knowledge and experience to the HPE Board. Nonetheless, the Board is sensitive to the external obligations of its directors and the potential for overboarding to compromise the ability of these directors to effectively serve on the Board. Our Corporate Governance Guidelines limit each director's service on other boards of public companies to a number that permits them, given their individual circumstances, to responsibly perform all director duties and, in all events, this service may not exceed four other public company boards. Further, the ability of each director to devote sufficient time and attention to director duties is expressly considered as part of the annual Board self-evaluation process, which aims to evaluate the effectiveness and engagement of HPE's directors, including in the context of their external commitments.

While the Board considers its directors' outside directorships during this evaluation process, the Board recognizes that this is one of many outside obligations which could potentially impair a director's capacity to dedicate sufficient time and focus to their service on the HPE Board. As such, the Board evaluates many factors when assessing the effectiveness and active involvement of each director. Such other factors include:

The director's attendance at Board and committee meetings.

The director's participation and level of engagement during these meetings.

The role played by the director on the Board of HPE, as well as on his or her outside boards, including committee membership and chairmanship.

The experience and expertise of the director, including both relevant industry experience and service on other (related) public company boards, which enables the director to serve on multiple boards effectively.

In addition, our directors' active engagement extends to regular participation in events and programs representing HPE's interests, connecting with our customers, and engaging with our employees, including the World Economic Forum in Davos, HPE Discover, HPE Leader Forum, HPE Women Innovation Council, HPE International Women's Day, and ReadyNow! (a board directorship readiness immersion program for women). We are proud to have directors who go above and beyond their standard board duties to promote our interests, our mission, and our values of inclusion and diversity around the world.

We schedule our Board and committee meetings up to two years in advance to ensure director availability and maximum participation. Directors serve for one-year terms; accordingly, there is an opportunity to evaluate annually each director's ability to serve.

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines provide that a substantial majority of the Board will consist of independent directors and that the Board can include no more than three directors who are not independent directors. These standards are available on our website at http://investors.hpe.com/governance/guidelines. Our director independence standards generally reflect the NYSE corporate governance listing standards. In addition, each member of the Audit Committee and the HRC Committee meets the heightened independence standards required for such committee members under the applicable listing standards.

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Under our Corporate Governance Guidelines, a director will not be considered independent in the following circumstances:

(1)
The director is, or has been within the last three years, an employee of Hewlett Packard Enterprise or an immediate family member of the director is, or has been within the last three years, an executive officer of Hewlett Packard Enterprise.

(2)
The director has been employed as an executive officer of Hewlett Packard Enterprise, its subsidiaries, or affiliates within the last five years.

(3)
The director has received, or has an immediate family member who has received, during any 12-month period within the last three years more than $120,000 in direct compensation from Hewlett Packard Enterprise, other than compensation for Board service, compensation received by a director's immediate family member for service as a non-executive employee of Hewlett Packard Enterprise, or pension or other forms of deferred compensation for prior service with Hewlett Packard Enterprise that is not contingent on continued service.

(4)
(A) The director or an immediate family member is a current partner of the firm that is our internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance, or tax compliance (but not tax planning) practice; or (D) the director or an immediate family member was, within the last three years (but is no longer), a partner or employee of such a firm and personally worked on our audit within that time.

(5)
The director or an immediate family member is, or has been in the past three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or has served on that company's compensation committee.

(6)
The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Hewlett Packard Enterprise for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues.

(7)
The director is affiliated with a charitable organization that receives significant contributions from Hewlett Packard Enterprise.

(8)
The director has a personal services contract with Hewlett Packard Enterprise or an executive officer of Hewlett Packard Enterprise.

For these purposes, an "immediate family member" includes a director's spouse, parents, step-parents, children, step-children, siblings, mother-in-law, father-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, and any person (other than tenants or employees) who shares the director's home.

In determining independence, the Board reviews whether directors have any material relationship with Hewlett Packard Enterprise. An independent director must not have any material relationship with Hewlett Packard Enterprise, either directly or as a partner, stockholder, or officer of an organization that has a relationship with Hewlett Packard Enterprise, nor any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In assessing the materiality of a director's relationship to Hewlett Packard Enterprise, the Board considers all relevant facts and circumstances, including consideration of the issues from the director's standpoint and from the perspective of the persons or organizations with which the director has an affiliation, and is guided by the standards set forth above.

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In making its independence determinations, the Board considered transactions occurring since the beginning of fiscal 2017 between Hewlett Packard Enterprise and entities associated with the independent directors or their immediate family members. The Board's independence determinations included consideration of the following transactions:

Mr. Ammann is the Chief Executive Officer of Cruise LLC, a subsidiary of General Motors Company. Hewlett Packard Enterprise has entered into transactions for the purchase and/or sale of goods and services in the ordinary course of its business during the past three fiscal years with General Motors Company. The amount that Hewlett Packard Enterprise paid in each of the last three fiscal years to General Motors Company, and the amount received in each fiscal year by Hewlett Packard Enterprise from General Motors Company, did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of General Motors Company's consolidated gross revenues.

Mr. Angelakis, who is not standing for re-election, is also the Chairman and Chief Executive Officer of Atairos Group, Inc. Hewlett Packard Enterprise has entered into transactions for the purchase and/or sale of goods and services in the ordinary course of its business during the past three fiscal years with Atairos Group, Inc. The amount that Hewlett Packard Enterprise paid in each of the last three fiscal years to Atairos Group, Inc., and the amount received in each fiscal year by Hewlett Packard Enterprise from Atairos Group, Inc., did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of Atairos Group, Inc.'s consolidated gross revenues.

Mr. Kurtz is the Founder and Chief Executive Officer of Crowdstrike, Inc. Hewlett Packard Enterprise has entered into transactions for the purchase and/or sale of goods and services in the ordinary course of its business during the past three fiscal years with Crowdstrike, Inc. The amount that Hewlett Packard Enterprise paid in each of the last three fiscal years to Crowdstrike, Inc., and the amount received in each fiscal year by Hewlett Packard Enterprise from Crowdstrike, Inc., did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of Crowdstrike, Inc.'s consolidated gross revenues.

Mr. Tan is the President and Chief Executive Officer of Cadence Design Systems, Inc. Hewlett Packard Enterprise has entered into transactions for the purchase and/or sale of goods and services in the ordinary course of its business during the past three fiscal years with Cadence Design Systems, Inc. The amount that Hewlett Packard Enterprise paid in each of the last three fiscal years to Cadence Design Systems, Inc., and the amount received in each fiscal year by Hewlett Packard Enterprise from Cadence Design Systems, Inc., did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of Cadence Design Systems, Inc.'s consolidated gross revenues.

Each of Mr. Ammann, Mr. Angelakis, Ms. Carter, Ms. Hobby, Mr. Kurtz, Mr. Lane, Ms. Livermore, Mr. Noski (nominated for election for the first time this year), Mr. Ozzie, Mr. Reiner, Ms. Russo, Mr. Tan, and Mrs. Wilderotter, or one of their immediate family members, is a non-employee director, trustee, or advisory board member of another company that did business with Hewlett Packard Enterprise at some time during the past three fiscal years. These business relationships were as a supplier or purchaser of goods or services in the ordinary course of business.

As a result of this review, the Board has determined the transactions and relationships described above would not interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director. The Board has also determined that each non-employee director during fiscal 2019, including Mr. Ammann, Mr. Angelakis, Ms. Carter, Ms. Hobby, Mr. Kurtz, Mr. Lane, Ms. Livermore, Mr. Ozzie, Mr. Reiner, Ms. Russo, Mr. Tan, and Mrs. Wilderotter and each of the members of the Audit Committee, the HRC Committee, and the NGSR Committee had and, with respect to current directors, has no material relationship with Hewlett Packard Enterprise (either directly or as a partner, stockholder, or officer of an organization that has a relationship with Hewlett Packard Enterprise) and is independent within the meaning of both our and the NYSE director independence standards. The Board has determined that Mr. Neri is not independent under either standard because of his status as our current President and CEO. The Board has determined that Mr. Noski will be independent upon election. Ms. Whitman, who served as a director until April 3, 2019, did not qualify as independent because she was an executive officer of Hewlett Packard Enterprise through February 1, 2018.

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DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

Non-employee director compensation is determined by the Board, acting on the recommendation of the HRC Committee. On an annual basis when determining compensation, the HRC Committee considers market data for our peer group, which is the same peer group used for HPE's executive compensation benchmarking (see "Fiscal 2019 Peer Companies" in the "Compensation Discussion and Analysis" section) as well as input from Frederic W. Cook & Co., Inc. ("FW Cook"), the independent compensation consultant retained by the HRC Committee. Directors who are employees of the Company or its affiliates do not receive separate compensation for their Board activities.

The HRC Committee intends to set director compensation levels at or near the market median relative to directors at companies of comparable size, industry, and scope of operations in order to ensure directors are paid competitively for their time commitment and responsibilities. A market competitive compensation package is important because it enables us to attract and retain highly qualified directors who are critical to our long-term success. As noted above, during fiscal 2019, FW Cook conducted a review of director compensation levels relative to our peer group. Results of their review indicated HPE's then-current director compensation program was positioned near the median relative to our peer group. To maintain pace with market trend, the HRC Committee recommended, and the full Board approved, a $10,000 increase to the annual equity retainer and a $5,000 increase to all committee chair fees. The HRC Committee intends to continue to conduct director compensation reviews annually.

During board year 2019, non-employee directors were compensated for their service as shown in the chart below:

Pay Component

Director Compensation(1)

Additional Information


 


 


 

Annual Cash Retainer(2)

$100,000 May elect to receive up to 100% in HPE stock(3), which may be deferred(4)

Annual Equity Retainer

$225,000 granted in restricted stock units ("RSUs")(5) May defer up to 100%(4)

Meeting Fees

$2,000 for each board meeting in excess of ten Paid in cash

$2,000 for each committee meeting in excess of ten (per committee) May elect to receive up to 100% in HPE stock(3), which may be deferred(4)

Board Chair Fee(2)

$200,000 May elect to receive up to 100% in HPE stock(3), which may be deferred(4)

Committee Chair Fees(2)

Lead independent director: $40,000
Audit committee: $30,000
HRC committee: $25,000
All others: $20,000
May elect to receive up to 100% in HPE stock(3), which may be deferred(4)

Stock Ownership Guidelines

5x annual cash retainer (i.e., $500,000) Shares held by the director, directly or indirectly, and deferred vested RSUs are included in the stock ownership calculation

  Should be met within five years of election to the Board

 


 


 
1
For purposes of determining director compensation, we use a compensation year that generally commences with the month in which the annual stockholders meeting is held, and ends one day prior to the following year's annual stockholders meeting date. However, this does not coincide with our November through October fiscal year. Therefore, the pay components for the director compensation program for fiscal 2019 reflect program guidelines during both the 2018 and 2019 board years. The 2018 board year began in April 2018 and ended April 2019. The 2019 board year began in April 2019 and will continue until April 2020.

2
Annual cash retainers, Chair and committee chair fees paid in cash are paid in quarterly installments.

3
Annual cash retainers and Chair or committee chair fees received in shares of HPE stock in lieu of cash are delivered quarterly in four equal grants. Meeting fees received in shares of HPE stock are delivered at the end of the board year.

4
Deferral elections are made in December and are effective for the following calendar year. For calendar year 2019, directors were permitted to elect to defer all or a portion of any compensation received in the form of RSUs or shares of HPE stock.

5
RSUs generally vest on the earlier of the date of the annual stockholder meeting in the following year, or after one year from the date of grant. Directors receive dividend equivalent units with respect to RSUs.

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Non-employee directors are reimbursed for their expenses in connection with attending Board meetings (including expenses related to spouses when spouses are requested to attend board events).

Fiscal 2019 Director Compensation

The following table provides information regarding compensation for directors who served during fiscal 2019:

Name

  Fees
Earned or
Paid in Cash(1)
($)
  Stock
Awards(2)(3)
($)
  All Other
Compensation
($)
  Total
($)

Patricia F. Russo

  150,000   374,978     524,978

Daniel Ammann

  100,000   225,011     325,011

Michael J. Angelakis

  117,917   225,011     342,928

Pamela L. Carter

  123,753   225,011     348,764

Jean M. Hobby(4)

  75,000   260,853       335,853

George R. Kurtz(5)

  33,333   168,764       202,097

Raymond J. Lane

    324,983     324,983

Ann M. Livermore

  100,000   225,011     325,011

Antonio F. Neri(6)

       

Raymond E. Ozzie

  117,917   225,011     342,928

Gary M. Reiner

    342,892       342,892

Lip-Bu Tan

    324,983     324,983

Margaret C. Whitman(7)

  41,667       41,667

Mary Agnes Wilderotter

  129,917   225,011     354,928

    

               
1
The dollar amounts shown represent the cash portion of the annual retainers, committee chair fees, lead independent director fees, if applicable, Chair fees, and additional meeting fees earned with respect to service during fiscal 2019. See "Additional Information About Fees Earned or Paid in Cash in Fiscal 2019" below. Any amounts elected to be received as HPE stock in lieu of cash are reflected in the Stock Awards column.

2
The amounts in this column reflect the grant date fair value of the annual equity retainer in the amount of $225,011, granted in the form of RSUs in fiscal 2019, as well as the following compensation voluntarily elected to be received in shares of HPE stock in lieu of all or a portion of the annual cash retainer, and chair and additional meeting fees (where applicable) during fiscal 2019: Ms. Russo received $149,967, Mr. Lane received $99,972, Mr. Reiner received $117,881, and Mr. Tan received $99,972 in shares of HPE stock. The number of shares of HPE stock granted in lieu of cash is determined using the closing stock price on the last day of the board quarter (rounded down to the nearest share). All or a portion of the stock awards may have been deferred based on the director's compensation election.

3
Represents the grant date fair value of the annual equity retainer granted in fiscal 2019, calculated in accordance with applicable accounting standards relating to share-based payment awards. For awards of RSUs, that amount is calculated by multiplying the closing price of HPE's stock on the date of grant by the number of units awarded.

4
Ms. Hobby's compensation represents a prorated amount for her time served in board year 2018, which was paid in fiscal 2019, and a portion of board year 2019 as indicated on footnote 1 of "Director Compensation and Stock Ownership Guidelines."

5
Mr. Kurtz's compensation represents a prorated amount for his time served in board year 2019 and paid in fiscal 2019.

6
As CEO of HPE, Mr. Neri did not receive any compensation for his board service. Please see the "Executive Compensation—CD&A" section for details regarding Mr. Neri's fiscal 2019 compensation.

7
Ms. Whitman served as a non-employee board member effective February 2, 2018 and did not seek reelection for the 2019 board year. Amounts reflect compensation received for service in board year 2018.

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Additional Information About Fees Earned or Paid in Cash in Fiscal 2019

The following table provides additional information regarding fees earned or paid in cash to non-employee directors in fiscal 2019:

Name

  Annual
Retainers(1)
($)
  Committee
Chair/Board Chair
Fees(2)
($)
  Additional
Meeting
Fees(3)
($)
  Total(4)
($)

Patricia F. Russo

  50,000   100,000     150,000

Daniel Ammann

  100,000       100,000

Michael J. Angelakis

  100,000   17,917     117,917

Pamela L. Carter

  100,000   21,753   2,000   123,753

Jean M. Hobby

  75,000       75,000

George R. Kurtz

  33,333       33,333

Raymond J. Lane

       

Ann M. Livermore

  100,000       100,000

Antonio F. Neri(5)

       

Raymond E. Ozzie

  100,000   17,917     117,917

Gary M. Reiner

       

Lip-Bu Tan

       

Margaret C. Whitman(6)

  41,667       41,667

Mary Agnes Wilderotter

  100,000   27,917   2,000   129,917

    

               
1
The dollar amounts shown include annual cash retainers earned during fiscal 2019 and are based on a portion of the 2018 and 2019 board years. The amount reflected for Ms. Whitman is prorated due to her resignation from the Board effective April 3, 2019. Ms. Hobby became a non-employee director effective January 31, 2019 (final quarter of board year 2018), and therefore her cash retainer was prorated. Additionally, Mr. Kurtz became a non-employee director effective June 24, 2019, and therefore his cash retainer was prorated.

2
Committee chair fees are calculated based on service during each board year. The dollar amounts shown include such fees earned in fiscal 2019 and are based on a portion of the 2018 and 2019 board years.

3
Additional meeting fees are calculated based on the number of designated board meetings and committee meetings attended during each board year. The dollar amounts shown include additional meeting fees earned in fiscal 2019 for meetings attended during the 2018 board year. As of the end of fiscal 2019, no additional meeting fees for meetings attended during the first seven months of the 2019 board year had been earned.

4
Total excludes compensation voluntarily elected to be received in shares of HPE stock in lieu of cash during fiscal 2019 as described in footnote three in the "Fiscal 2019 Director Compensation" table above.

5
As CEO of HPE, Mr. Neri did not receive any compensation for his board service. Please see the "Executive Compensation—CD&A" section for details regarding Mr. Neri's fiscal 2019 compensation.

6
Ms. Whitman served as a non-employee board member effective February 2, 2018 and did not seek reelection for the 2019 board year. Amounts reflect compensation received for service in board year 2018.

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Additional Information About Non-Employee Director Equity Awards

The following table provides additional information regarding the stock awards made to non-employee directors during fiscal 2019, the grant date fair value of each of those awards, and the number of stock awards and option awards outstanding as of the end of fiscal 2019:

Name
  Stock
Awards
Granted
During
Fiscal 2019
(#)

  Grant Date
Fair Value of
Stock
Awards
Granted
During
Fiscal
2019(1)
($)

  Stock
Awards
Outstanding
at Fiscal
Year End(2)
(#)

  Option Awards
Outstanding
at Fiscal
Year End(3)
(#)

Patricia F. Russo

  24,058   374,978   156,344  

Daniel Ammann

  14,125   225,011   14,339  

Michael J. Angelakis

  14,125   225,011   14,339  

Pamela L. Carter

  14,125   225,011   48,823  

Jean M. Hobby

  16,424   260,853   14,339  

George R. Kurtz

  11,281   168,764   11,369  

Raymond J. Lane

  20,747   324,983   14,339  

Ann M. Livermore

  14,125   225,011   14,339  

Antonio F. Neri(4)

       

Raymond E. Ozzie

  14,125   225,011   14,339  

Gary M. Reiner

  21,930   342,892   14,339   314,423

Lip-Bu Tan

  20,747   324,983   14,339  

Margaret C. Whitman(5)

       

Mary Agnes Wilderotter

  14,125   225,011   14,339  
1
Represents the grant date fair value of stock awards granted in fiscal 2019 calculated in accordance with applicable accounting standards. For awards of RSUs, that number is calculated by multiplying the closing price of HPE's stock on the date of grant by the number of units awarded.

2
Includes dividend equivalent units accrued with respect to outstanding awards of RSUs during fiscal 2019.

3
Option awards outstanding were granted to Mr. Reiner between fiscal 2011 and fiscal 2015. The number of shares and option exercise prices (representing the fair market value of Hewlett-Packard Company stock on the grant date) were previously converted in connection with HPE's separation from Hewlett-Packard Company. In fiscal 2017, the number of shares and option exercise prices were also converted as a result of both the ES/CSC and SW/Micro Focus spin-merge transactions. In each case, ratios were used that preserved the intrinsic value of the award as of the conversion date using a methodology identical to that applicable to all employees.

4
As CEO of HPE, Mr. Neri did not receive any compensation for his board service. Please see the "Executive Compensation—CD&A" section for details regarding Mr. Neri's fiscal 2019 compensation.

5
Ms. Whitman served as a non-employee board member effective February 2, 2018 and did not seek reelection for the 2019 board year. Amounts reflect compensation received for service in board year 2018.

NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

Under our stock ownership guidelines, non-employee directors are expected to accumulate, within five years of their election to the Board, shares of Hewlett Packard Enterprise stock equal in value to at least five times the amount of their annual cash retainer. Service on the HP Inc. (formerly known as Hewlett-Packard Company) board of directors immediately prior to the separation of HPE from HP Inc. on November 1, 2015, is recognized for purposes of such five-year period. Shares counted toward these guidelines include any shares held by the director directly or indirectly, including deferred vested awards.

All non-employee directors with more than five years of service have met our stock ownership guidelines, and all non-employee directors with less than five years of service have either met, or are on track to meet, our stock ownership guidelines within the expected time based on the trading price of HPE's stock as of October 31, 2019.

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Anti-hedging/pledging policy

HPE has a policy prohibiting directors from engaging in any form of hedging transaction (derivatives, equity swaps, forwards, etc.) in HPE stock, including, among other things, short sales and transactions involving publicly traded options. In addition, with limited exceptions, HPE's directors are prohibited from holding HPE stock in margin accounts and from pledging HPE stock as collateral for loans. These policies further align directors' interests with those of our stockholders.

STOCK OWNERSHIP INFORMATION

Common Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 31, 2019 concerning beneficial ownership by:

holders of more than 5% of Hewlett Packard Enterprise's outstanding shares of common stock;

our directors and nominees;

each of the named executive officers listed in the "Summary Compensation Table" on page 77; and

all of our directors and executive officers as a group.

The information provided in the table is based on our records, information filed with the SEC, and information provided to Hewlett Packard Enterprise, except where otherwise noted.

The number of shares beneficially owned by each entity or individual is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of February 29, 2020 (60 days after December 31, 2019) through the exercise of any stock options, through the vesting and settlement of RSUs payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after February 29, 2020 and any RSUs vesting or settling on or before February 29, 2020 that may be payable in cash or shares at Hewlett Packard Enterprise's election. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table.

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Beneficial Ownership Table

Name of Beneficial Owner
  Shares of
Common Stock
Beneficially Owned

  Percent of
Common Stock
Outstanding

BlackRock(1)

  99,154,681   7.7%

Dodge & Cox(2)

  170,681,391   12.2%

PRIMECAP Management Co(3)

  92,440,645   6.61%

The Vanguard Group(4)

  128,983,504   9.97%

Daniel Ammann(5)

  45,910   *

Michael J. Angelakis(6)

  12,932   *

Pamela L. Carter(7)

  51,478   *

Jean M. Hobby

  2,316   *

George R. Kurtz

  0   *

Raymond J. Lane

  831,020   *

Ann M. Livermore(8)

  103,215   *

Charles H. Noski(9)

  0   *

Raymond E. Ozzie

  61,224   *

Gary M. Reiner(10)

  411,744   *

Patricia F. Russo(11)

  159,687   *

Lip-Bu Tan

  69,320   *

Mary A. Wilderotter

  41,782   *

Philip Davis(12)

  27,149   *

Alan R. May(13)

  1,707,363   *

Antonio F. Neri(14)

  1,653,734   *

Tarek Robbiati

  48,952   *

John F. Schultz

  417,119   *

All current executive officers and directors as a group (21 persons)(15)

  5,726,223   *
*
Represents holdings of less than 1% based on 1,299,483,459 outstanding shares of common stock as of September 30, 2019.

1
Based on the most recently available Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc. According to its Schedule 13G/A, BlackRock, Inc. reported having sole voting power over 84,411,056 shares, shared voting power over no shares, sole dispositive power over 99,154,681 shares, and shared dispositive power over no shares beneficially owned. The Schedule 13G/A contained information as of December 31, 2019 and may not reflect current holdings of HPE's stock. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

2
Based on the most recently available Schedule 13G/A filed with the SEC on February 14, 2019 by Dodge & Cox. According to its Schedule 13G/A, Dodge & Cox reported having sole voting power over 164,162,043 shares, shared voting power over no shares, sole dispositive power over 170,681,391 shares, and shared dispositive power over no shares. The securities reported on the Schedule 13G/A are beneficially owned by clients of Dodge & Cox, which clients may include investment companies registered under the Investment Company Act of 1940 and other managed accounts and which clients have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, HPE's stock. The Schedule 13G/A contained information as of December 31, 2018 and may not reflect current holdings of HPE's stock. The address for Dodge & Cox is Dodge & Cox, 555 California Street, 40th Floor, San Francisco, California 94104.

3
Based on the most recently available Schedule 13G filed with the SEC on February 8, 2019 by PRIMECAP Management Company ("PRIMECAP"). According to its Schedule 13G, PRIMECAP reported having sole voting power over 30,890,473 shares, shared voting power over no shares, sole dispositive power over 92,440,645 shares, and shared dispositive power over no shares beneficially owned. The Schedule 13G contained information as of December 31, 2018 and may not reflect current holdings of HPE's stock. The address for PRIMECAP is PRIMECAP Management Company, 177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105.

4
Based on the most recently available Schedule 13G filed with the SEC on February 10, 2020 by The Vanguard Group, Inc. ("Vanguard"). According to its Schedule 13G/A, Vanguard reported having sole voting power over 1,928,598 shares, shared voting power over 371,569 shares, sole dispositive power over 126,798,876 shares, and shared dispositive power over 2,184,628 shares. The Schedule 13G/A contained information as of December 31, 2019 and may not reflect current holdings of HPE's stock. The address for Vanguard is The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355.

5
Represents 45,910 shares that Mr. Ammann holds indirectly with his spouse.

6
Represents 12,932 shares that Mr. Angelakis holds directly.

7
Includes 34,484 shares that Ms. Carter has elected to defer receipt of until the termination of her service as a member of the Board.

8
Includes 89,498 shares that Ms. Livermore holds indirectly through a trust with her spouse.

9
Mr. Noski is nominated for election for the first time this year.

10
Represents 95,430 shares that Mr. Reiner holds indirectly with his spouse, and includes 314,423 shares that Mr. Reiner has the right to acquire by exercise of stock options.

11
Includes 144,369 shares that Ms. Russo elected to defer receipt of until the termination of her service as a member of the Board.

12
Includes 27,149 shares that Mr. Davis has the right to acquire by exercise of stock options.

13
Includes 1,462,266 shares that Mr. May has the right to acquire by exercise of stock options.

14
Includes 1,375,199 shares that Mr. Neri has the right to acquire by exercise of stock options.

15
Includes 3,244,628 shares that current executive officers and directors have the right to acquire.

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RELATED PERSONS TRANSACTIONS POLICIES AND PROCEDURES

We have adopted a written policy for approval of transactions between us and our directors, director nominees, executive officers, beneficial owners of more than five percent (5%) of Hewlett Packard Enterprise's stock, and their respective immediate family members where the amount involved in the transaction exceeds or is expected to exceed $120,000 in a single 12-month period and such "related persons" have or will have a direct or indirect material interest (other than solely as a result of being a director or a less than ten percent (10%) beneficial owner of another entity).

The policy provides that the NGSR Committee reviews certain transactions subject to the policy and decides whether or not to approve or ratify those transactions. In doing so, the NGSR Committee determines whether the transaction is in the best interests of Hewlett Packard Enterprise. In making that determination, the NGSR Committee takes into account, among other factors it deems appropriate:

the extent of the related person's interest in the transaction;

whether the transaction is on terms generally available to an unaffiliated third party under the same or similar circumstances;

the benefits to Hewlett Packard Enterprise;

the impact or potential impact on a director's independence in the event the related party is a director, an immediate family member of a director, or an entity in which a director is a partner, 10% stockholder, or executive officer;

the availability of other sources for comparable products or services; and

the terms of the transaction.

The NGSR Committee has delegated authority to the chair of the NGSR Committee to pre-approve or ratify transactions where the aggregate amount involved is expected to be less than $1 million. A summary of any new transactions pre-approved by the chair is provided to the full NGSR Committee for its review at each of the NGSR Committee's regularly scheduled meetings.

The NGSR Committee has adopted standing pre-approvals under the policy for limited transactions with related persons.

Pre-approved transactions include:

1.
compensation of executive officers that is excluded from reporting under SEC rules where the HRC Committee approved (or recommended that the Board approve) such compensation;

2.
director compensation;

3.
transactions with another company with a value that does not exceed the greater of $1 million or 2% of the other company's annual revenues, where the related person has an interest only as an employee (other than executive officer), director, or beneficial holder of less than 10% of the other company's shares;

4.
contributions to a charity in an amount that does not exceed $1 million or 2% of the charity's annual receipts, where the related person has an interest only as an employee (other than executive officer), or director; and

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5.
transactions where all stockholders receive proportional benefits.

A summary of transactions covered by the standing pre-approvals described in paragraphs 3 and 4 above is provided to the NGSR Committee for its review as applicable.

Fiscal 2019 Related Person Transactions

We enter into commercial transactions with many entities for which our executive officers or directors serve as directors and/or executive officers in the ordinary course of our business. All of those transactions were pre-approved transactions as defined above or were approved or ratified by the NGSR Committee or our former parent's NGSR Committee. Hewlett Packard Enterprise considers all pre-approved or ratified transactions to have been at arm's-length and does not believe that any of our executive officers, directors, or 5% beneficial owners had a material direct or indirect interest in any of such commercial transactions.

COMMUNICATIONS WITH THE BOARD

Individuals may communicate with the Board by contacting: Secretary to the Board of Directors, 6280 America Center Drive, San Jose, California 95002, e-mail: bod-hpe@hpe.com.

All directors have access to this correspondence. In accordance with instructions from the Board, the secretary to the Board reviews all correspondence, organizes the communications for review by the Board, and posts communications to the full Board or to individual directors, as appropriate. Our independent directors have requested that certain items that are unrelated to the Board's duties, such as spam, junk mail, mass mailings, solicitations, resumes, and job inquiries, not be posted.

Communications that are intended specifically for the Chair of the Board, independent directors, or the non-employee directors should be sent to the e-mail address or street address noted above, to the attention of the Chair of the Board.

GOVERNANCE DOCUMENTS

We maintain a code of business conduct and ethics for directors, officers, and employees, known as our Standards of Business Conduct. We also have adopted Corporate Governance Guidelines, which, in conjunction with our Certificate of Incorporation, Bylaws, and respective charters of the Board committees, form the framework for our governance. All of these documents are available at investors.hpe.com/governance for review, downloading, and printing. On our governance website, we will post any amendments to the Standards of Business Conduct or waivers of the Standards of Business Conduct for directors and executive officers. Stockholders may request free printed copies of our Certificate of Incorporation, Bylaws, Standards of Business Conduct, Corporate Governance Guidelines, and charters of the committees of the Board by contacting: Hewlett Packard Enterprise Company, Attention: Investor Relations, 6280 America Center Drive, San Jose, California 95002.

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GRAPHIC

On the recommendation of the NGSR Committee, the Board has nominated the 13 persons named below for election as directors this year, each to serve for a one-year term or until the director's successor is elected and qualified.

DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

The Board annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements, and the long-term interests of our stockholders. The Board believes that its members should possess a variety of skills, professional experience and backgrounds in order to effectively oversee our business. In addition, the Board believes that each director should possess certain attributes, as reflected in the Board membership criteria described below.

Our Corporate Governance Guidelines contain the current Board membership criteria that apply to nominees recommended for a position on the Board. Under those criteria, members of the Board should have the highest professional and personal ethics and values, consistent with our long-standing values and standards. They should have broad experience at the policy-making level in business, government, education, technology, or public service. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. In addition, the NGSR Committee takes into account a potential director's ability to contribute to the diversity of background and experience represented on the Board, and it reviews its effectiveness in balancing these considerations when assessing the composition of the Board. Directors' service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all of our stockholders. Although the Board uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees.

The Board believes that all the nominees named below are highly qualified and have the skills and experience required for effective service on the Board. The nominees' individual biographies below contain information about their experience, qualifications, and skills that led the Board to nominate them.

All of the nominees have indicated to us that they will be available to serve as directors. In the event that any nominee should become unavailable, the proxy holders, Antonio F. Neri, Tarek Robbiati, and Rishi Varma, will vote for a nominee or nominees designated by the Board or the Board may decrease the size of the Board.

There are no family relationships among our executive officers and directors.

RECOMMENDATION OF THE BOARD OF DIRECTORS

GRAPHIC

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Hewlett Packard Enterprise Company 2020 Board of Directors Nominees

    Name   Age   HPE director
since
  Noteworthy
experience
  NYSE
independent
  Other current public
company boards
GRAPHIC   Daniel Ammann   47   2015   Chief Executive Officer, Cruise LLC; former President and Chief Financial Officer, General Motors Company  
GRAPHIC
   
GRAPHIC   Pamela L. Carter   70   2015   Former President, Cummins Distribution Business; former President, Cummins Filtration  
GRAPHIC
  Enbridge

CSX Corporation

Broadridge Financial Solutions, Inc.

GRAPHIC   Jean M. Hobby   59   2019   Former Global Strategy Partner and Chief Financial Officer, PricewaterhouseCoopers, LLP  
GRAPHIC
  Integer Holdings Corporation

Texas Instruments Incorporated

GRAPHIC   George R. Kurtz   49   2019   President, Chief Executive Officer, Co-Founder, Crowdstrike, Inc.  
GRAPHIC
  Crowdstrike, Inc.
GRAPHIC   Raymond J. Lane   73   2015   Partner Emeritus, Kleiner Perkins Caufield & Byers; Managing Partner, GreatPoint Ventures; former President and Chief Operating Officer, Oracle Corporation  
GRAPHIC
  Beyond Meat, Inc.
GRAPHIC   Ann M. Livermore   61   2015   Former Executive Vice President, Hewlett-Packard Company Enterprise Business  
GRAPHIC
  United Parcel Service, Inc.

Qualcomm

GRAPHIC   Antonio F. Neri   52   2018   President and Chief Executive Officer, Hewlett Packard Enterprise Company       Anthem, Inc.
GRAPHIC   Charles H. Noski*   67     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  
GRAPHIC
  Wells Fargo & Company

Booking Holdings Inc.

GRAPHIC   Raymond E. Ozzie   64   2015   Chief Executive Officer, Blues Wireless; former Chief Software Architect and Chief Technical Officer, Microsoft Corporation   GRAPHIC    
GRAPHIC   Gary M. Reiner   65   2015   Operating Partner, General Atlantic LLC; former Senior Vice President and Chief Information Officer, General Electric Company  
GRAPHIC
  Citigroup Inc.
GRAPHIC   Patricia F. Russo   67   2015   Former Chief Executive Officer, Alcatel-Lucent  
GRAPHIC
  General Motors Company

KKR Management LLC

Merck & Co., Inc.

GRAPHIC   Lip-Bu Tan   60   2015   President and Chief Executive Officer, Cadence Design Systems; Founder and Chair, Walden International  
GRAPHIC
  Cadence Design Systems
GRAPHIC   Mary Agnes Wilderotter   65   2016   Former Executive Chair and Chief Executive Officer, Frontier Communications Corporation  
GRAPHIC
  Cadence Design Systems

Costco Wholesale Corporation

DocuSign Inc.

Lyft, Inc.

*
Nominated for election for the first time this year

Thirteen directors have been nominated for election at the annual meeting to hold office until the 2021 annual meeting. Our employees and our Board are a reflection of the world in which we do business, bringing together great minds of all backgrounds to provide the best for HPE. The following provides a snapshot of the diversity, skills, and experience of our director nominees, followed by summary information about each individual nominee. Each of our 13 director nominees has been an HPE director since 2015, except for Mary Agnes Wilderotter who was elected in 2016, Antonio F. Neri who was elected in 2018, Jean M. Hobby who was elected in 2019, George R. Kurtz who was appointed in 2019, and Charles H. Noski who is nominated for election for the first time this year.

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Director Nominee Highlights

GRAPHIC

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.

GRAPHIC

GRAPHIC

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The following includes a skills and qualifications matrix highlighting many of the key experiences and competencies our directors bring to the Company.

Hewlett Packard Enterprise Company Board of Directors Skills and Qualifications

  Daniel
Ammann
Pamela L.
Carter
Jean M.
Hobby
George R.
Kurtz
Raymond J.
Lane
Ann M.
Livermore
Antonio F.
Neri
Charles H.
Noski*
Raymond E.
Ozzie
Gary M.
Reiner
Patricia F.
Russo
Lip-Bu
Tan
Mary
Agnes
Wilderotter


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Risk and Compliance


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Financial and Audit


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Business Development and Strategy


·


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Investment


·


 


 


 


·


 


·


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Executive Level Leadership


·


·


·


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Business Ethics


·


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Extensive Industry Leadership


·


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·


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Legal, Regulatory, and Public Policy


 


·


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Corporate Governance


 


·


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Global


·


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Cybersecurity


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Environmental and Sustainability


 


 


 


 


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Human Resources Management


 


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*
Standing for election for the first time

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.

Financial and Audit: 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.

Business Development and Strategy: Experience in setting and executing corporate strategy is critical to the successful planning and execution of our long-term vision.

Investment: 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.

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Executive Level Leadership: Experience in executive positions within enterprise businesses is key to the effective oversight of management.

Business Ethics: 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.

Extensive Industry Leadership: Experience at the executive level in the technology sector enhances our Board's ability to oversee management in a constantly changing industry.

Legal, Regulatory, and Public Policy: Experience in setting and analyzing public policy supports the Board's oversight of our business in heavily regulated sectors.

Corporate Governance: Experience on other public company boards provides insight into developing practices consistent with our commitment to excellence in corporate governance.

Global: 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.

Cybersecurity: 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.

Environmental and Sustainability: 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.

Human Resources Management: Experience in human resources management in large organizations assists our Board in overseeing succession planning, effective talent development, and our executive compensation program.

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DANIEL AMMANN

Recent Career

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.

Committee Membership: Finance and Investment

 

Public Directorships

 

Impact

None

 

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.

 

 

Skills and Qualifications

 


Risk and Compliance

Financial and Audit

Business Development and Strategy

Investment

Executive Level Leadership

Business Ethics

Extensive Industry Leadership

Global

Cybersecurity

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PAMELA L. CARTER

Recent Career

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.

Committee Membership: Audit, HR and Compensation (Chair)

 

Public Directorships*

 

Impact

Current Service

Enbridge Inc.

CSX Corporation

Broadridge Financial Solutions, Inc.

 

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.

 

Former Service**

 

Skills and Qualifications


Spectra Energy Corp

 


Risk and Compliance

Financial and Audit

Business Development and Strategy

Executive Level Leadership

Business Ethics

Extensive Industry Leadership

Legal, Regulatory, and Public Policy

Corporate Governance

Global

Cybersecurity

Human Resources Management

*
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.

**
Within the last 5 years.

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JEAN M. HOBBY

Recent Career

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.

Committee Membership: Audit

 

Public Directorships*

 

Key Skills and Qualifications

Current Service

Integer Holdings Corporation

Texas Instruments Incorporated

 

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.

 

Former Service**

 

Skills and Qualifications


CA,  Inc.

 


Risk and Compliance

Financial and Audit

Business Development and Strategy

Executive Level Leadership

Business Ethics

Extensive Industry Leadership

Legal, Regulatory, and Public Policy

Corporate Governance

Global

*
Integer Holdings Corporation is a medical device manufacturing company, Texas Instruments Incorporated is a designer of semiconductors, and CA, Inc. is a software company.

**
Within the last 5 years.

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