0001645590DEF 14Afalse00016455902022-11-012023-10-31iso4217:USD00016455902021-11-012022-10-3100016455902020-11-012021-10-310001645590ecd:PeoMemberhpe:EquityAwardsChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2022-11-012023-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2022-11-012023-10-310001645590ecd:PeoMemberhpe:EquityAwardsChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2021-11-012022-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2021-11-012022-10-310001645590ecd:PeoMemberhpe:EquityAwardsChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2020-11-012021-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2020-11-012021-10-310001645590ecd:PeoMemberhpe:EquityAwardsServiceCostForPensionPlansMember2022-11-012023-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsServiceCostForPensionPlansMember2022-11-012023-10-310001645590ecd:PeoMemberhpe:EquityAwardsServiceCostForPensionPlansMember2021-11-012022-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsServiceCostForPensionPlansMember2021-11-012022-10-310001645590ecd:PeoMemberhpe:EquityAwardsServiceCostForPensionPlansMember2020-11-012021-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsServiceCostForPensionPlansMember2020-11-012021-10-310001645590ecd:PeoMemberhpe:EquityAwardsReportedValueMember2022-11-012023-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsReportedValueMember2022-11-012023-10-310001645590ecd:PeoMemberhpe:EquityAwardsReportedValueMember2021-11-012022-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsReportedValueMember2021-11-012022-10-310001645590ecd:PeoMemberhpe:EquityAwardsReportedValueMember2020-11-012021-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsReportedValueMember2020-11-012021-10-310001645590hpe:EquityAwardsGrantedDuringTheYearMemberecd:PeoMember2022-11-012023-10-310001645590hpe:EquityAwardsGrantedDuringTheYearMemberecd:NonPeoNeoMember2022-11-012023-10-310001645590hpe:EquityAwardsGrantedDuringTheYearMemberecd:PeoMember2021-11-012022-10-310001645590hpe:EquityAwardsGrantedDuringTheYearMemberecd:NonPeoNeoMember2021-11-012022-10-310001645590hpe:EquityAwardsGrantedDuringTheYearMemberecd:PeoMember2020-11-012021-10-310001645590hpe:EquityAwardsGrantedDuringTheYearMemberecd:NonPeoNeoMember2020-11-012021-10-310001645590ecd:PeoMemberhpe:EquityAwardsGrantedDuringTheYearUnvestedMember2022-11-012023-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsGrantedDuringTheYearUnvestedMember2022-11-012023-10-310001645590ecd:PeoMemberhpe:EquityAwardsGrantedDuringTheYearUnvestedMember2021-11-012022-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsGrantedDuringTheYearUnvestedMember2021-11-012022-10-310001645590ecd:PeoMemberhpe:EquityAwardsGrantedDuringTheYearUnvestedMember2020-11-012021-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsGrantedDuringTheYearUnvestedMember2020-11-012021-10-310001645590ecd:PeoMemberhpe:EquityAwardsGrantedDuringTheYearVestedMember2022-11-012023-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsGrantedDuringTheYearVestedMember2022-11-012023-10-310001645590ecd:PeoMemberhpe:EquityAwardsGrantedDuringTheYearVestedMember2021-11-012022-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsGrantedDuringTheYearVestedMember2021-11-012022-10-310001645590ecd:PeoMemberhpe:EquityAwardsGrantedDuringTheYearVestedMember2020-11-012021-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsGrantedDuringTheYearVestedMember2020-11-012021-10-310001645590ecd:PeoMemberhpe:EquityAwardsGrantedInPriorYearsVestedMember2022-11-012023-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsGrantedInPriorYearsVestedMember2022-11-012023-10-310001645590ecd:PeoMemberhpe:EquityAwardsGrantedInPriorYearsVestedMember2021-11-012022-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsGrantedInPriorYearsVestedMember2021-11-012022-10-310001645590ecd:PeoMemberhpe:EquityAwardsGrantedInPriorYearsVestedMember2020-11-012021-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsGrantedInPriorYearsVestedMember2020-11-012021-10-310001645590ecd:PeoMemberhpe:EquityAwardsThatFailedToMeetVestingConditionsMember2022-11-012023-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsThatFailedToMeetVestingConditionsMember2022-11-012023-10-310001645590ecd:PeoMemberhpe:EquityAwardsThatFailedToMeetVestingConditionsMember2021-11-012022-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsThatFailedToMeetVestingConditionsMember2021-11-012022-10-310001645590ecd:PeoMemberhpe:EquityAwardsThatFailedToMeetVestingConditionsMember2020-11-012021-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsThatFailedToMeetVestingConditionsMember2020-11-012021-10-310001645590ecd:PeoMemberhpe:EquityAwardsValueOfDividendsAndOtherEarningsPaidAdjustmentMember2022-11-012023-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsValueOfDividendsAndOtherEarningsPaidAdjustmentMember2022-11-012023-10-310001645590ecd:PeoMemberhpe:EquityAwardsValueOfDividendsAndOtherEarningsPaidAdjustmentMember2021-11-012022-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsValueOfDividendsAndOtherEarningsPaidAdjustmentMember2021-11-012022-10-310001645590ecd:PeoMemberhpe:EquityAwardsValueOfDividendsAndOtherEarningsPaidAdjustmentMember2020-11-012021-10-310001645590ecd:NonPeoNeoMemberhpe:EquityAwardsValueOfDividendsAndOtherEarningsPaidAdjustmentMember2020-11-012021-10-31000164559022022-11-012023-10-31000164559012022-11-012023-10-31000164559032022-11-012023-10-31000164559042022-11-012023-10-31

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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
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 all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Notice of annual meeting of stockholders
Virtual meeting logistics
rgb_calendaricon.jpg
rgb_timeicon.jpg
rgb_monitoricon.jpg
Date:
Time:
Webcast:
Wednesday, April 10, 2024
11:00 a.m., Central time
annualmeeting.hpe.com
Online access begins at
10:30 a.m., Central time
Items of business
1.To elect the 12 directors nominated in this proxy statement;
2.To ratify the appointment of the independent registered public accounting firm for the fiscal year ending October 31, 2024;
3.To approve Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan’s shares available for issuance;
4.To approve, on an advisory basis, the Hewlett Packard Enterprise Company’s executive compensation;
5.To approve a certificate of amendment to the Amended and Restated Certificate of Incorporation of Hewlett Packard Enterprise Company to limit the liability of certain officers as permitted by Delaware law; and
6.To consider such other business as may properly come before the meeting.
Important meeting information
Record date and attending the meeting
Stockholders of record as of February 12, 2024 will be able to vote and participate in the annual meeting by using either (i) the 16-digit control number included on your Notice of Internet Availability of the proxy materials or the instructions on your proxy card or (ii) any mobile device to scan the personalized QR code provided by your broker, in the case of beneficial owners, or included on your Notice of Internet Availability of the proxy materials or proxy card, in the case of registered stockholders, to vote before the meeting and access the link to attend the annual meeting without entering the 16-digit control number. If you are a beneficial owner and have any questions about your control number, please contact the broker that holds your shares.
A Notice of Internet Availability of proxy materials was first mailed or delivered on or about February 21, 2024.
Technical issues
Contact 1-844-976-0738 (toll-free) or 1-303-562-9301 (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: annualmeeting.hpe.com (for both beneficial owners and registered stockholders). You will also be able to submit questions during the meeting, by using the question box at the same URL indicated above.
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
HPE 2024 PROXY STATEMENT
i

Notice of annual meeting of stockholders
Packard Enterprise Company 401(k) Plan must be voted prior to the annual meeting. Refer to page 111 of this proxy statement under the section entitled “Questions and answers—Voting information” for specific instructions on how to vote your shares.
rgb_monitoricon2.jpg
Online
Beneficial Owners and Registered Stockholders: annualmeeting.hpe.com
rgb_phoneicon.jpg
By phone
Beneficial Owners: 1-800-690-6903
Registered Stockholders: 1-800-454-8683
rgb_mailicon.jpg
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.
rgb_cellphoneicon.jpg
By personalized QR code
Beneficial Owners: Use any mobile device to scan the personalized QR code provided by your broker to vote before the meeting and access the link to attend the annual meeting without entering a designated 16-digit control number.
Registered Stockholders: Use any mobile device to scan the personalized QR code included on your Notice of Internet Availability of the proxy materials or proxy card to vote before the meeting and access the link to attend the annual meeting without entering a designated 16-digit control number.
Replays
A replay of the annual meeting will be posted as soon as practical at annualmeeting.hpe.com, 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.
hpe_pr_2022_qrcode.jpg
Important notice regarding the availability of proxy materials for the 2024 Annual Meeting of Stockholders to be held on April 10, 2024.
Our proxy statement and 2023 Annual Report on Form 10-K are available at:
annualmeeting.hpe.com.
You may also scan the QR code with your mobile device to access these documents.
 
antczak.gif
By order of the Board of Directors,
David Antczak
Senior Vice President, General Counsel, and Corporate Secretary

Antczak(sig)black.jpg
ii
HPE 2024 PROXY STATEMENT

Table of contents
Page
Proposal no. 5: Vote to approve a certificate of amendment to the Amended and Restated Certificate of Incorporation of Hewlett Packard Enterprise Company to limit the liability of certain officers as permitted by Delaware law
HPE 2024 PROXY STATEMENT
iii

Table of contents
Page
iv
HPE 2024 PROXY STATEMENT

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 2023 Annual Report on Form 10-K for the fiscal year ended October 31, 2023. 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 21, 2024.
Proposals to be voted on and Board voting recommendations
ProposalRecommendationPage
FOR
1
Election of directors
The Nominating, Governance and Social Responsibility Committee (the “NGSR Committee”) has recommended, and our Board of Directors has nominated, 12 directors for election at the annual meeting to hold office until the 2025 annual meeting. Information regarding the skills and qualifications of each nominee can be found on pages 39 through 55.
FOR
2
Ratification of independent registered public accounting firm
The Audit Committee has appointed, and is asking stockholders to ratify the appointment of, Ernst & Young LLP (“EY”) as the independent registered public accounting firm for fiscal 2024. Information regarding fees paid to and services rendered by EY can be found on page 56.
FOR
3
Approve Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan’s shares available for issuance
We are asking stockholders to approve Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan’s shares available for issuance. Information can be found beginning on page 57.
FOR
4
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 beginning on page 66.
FOR
5
Approve certificate of amendment to the Amended and Restated Certificate of Incorporation of Hewlett Packard Enterprise Company to permit officer exculpation
The NGSR Committee has recommended, and our Board of Directors has approved, subject to stockholder approval, the adoption of a certificate of amendment to the Amended and Restated Certificate of Incorporation to reflect updated Delaware law provisions permitting officer exculpation. Information regarding our programs can be found beginning on page 68.
HPE 2024 PROXY STATEMENT
1

Proxy statement executive summary
Meeting FAQ
Who can attend the annual meeting?
This year’s annual meeting will continue to be a completely virtual meeting of stockholders via live webcast. You are entitled to attend and 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 12, 2024 or if you hold a valid proxy for the annual meeting.
How can I attend and participate in the annual meeting?
You will be able to attend and participate in the annual meeting of stockholders online and submit your questions during the meeting by visiting annualmeeting.hpe.com. 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”), for which voting instructions must be received by 11:59 p.m., Eastern time, on Friday, April 5, 2024 for the trustee to vote your shares).
To attend and participate in the annual meeting, you will need the 16-digit control number included either on your Notice of Internet Availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. Alternatively, you may use any mobile device to scan the personalized QR code included on your Notice of Internet Availability of the proxy materials or proxy card, in the case of registered stockholders, or as provided by your broker, in the case of beneficial owners, in order to attend the annual meeting without entering the 16-digit control number. If you are a beneficial owner and have any questions about your control number, please contact the broker that holds your shares.
The meeting webcast will begin promptly at 11:00 a.m., Central time, on Wednesday, April 10, 2024. Online access will begin at 10:30 a.m., Central time. We encourage you to access the meeting prior to the start time.
How can I submit questions for consideration during 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 annualmeeting.hpe.com for both beneficial owners and registered stockholders. You will also be able to submit questions during the meeting, by visiting the same URL indicated above.
During the live Q&A session of the meeting, we answer questions both as they come in and those asked in advance, as time permits. We have committed to publishing and answering each question received, following the meeting. Hewlett Packard Enterprise reserves the right to edit or reject questions it deems profane or otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Detailed guidelines for submitting written questions during the meeting are available at annualmeeting.hpe.com.
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:
1-844-976-0738 (toll-free)
1-303-562-9301 (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 or ask questions during the meeting.
For more information, please see our full “Questions and answers” section below.
2
HPE 2024 PROXY STATEMENT

Stockholder engagement
Recognizing that stockholders are the owners of the Company, we are committed to maintaining stockholder outreach programs that are true dialogues. We use every element of the outreach program to provide stockholders with accurate, candid information on relevant issues, sharing the rationale for our corporate strategy and the impact of the Board of Directors’ (the “Board”) oversight of key areas of the Company, gathering stockholder views and feedback on each area, as well as on the outreach program itself.
yearroundengagement.jpg
Securities Analyst Meeting
We launch our stockholder engagement program in the fall with our annual Securities Analyst Meeting (“SAM”). At SAM, our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and members of the management team provide an update on our vision and strategy and the financial outlook for our upcoming fiscal year and longer term, including detailed information for each business unit. It is an important opportunity to demonstrate the breadth of our management team and builds confidence across all stakeholder groups in our strategy and plans to drive long-term, sustainable, profitable growth.
The primary purpose of SAM is to give our stockholders a deeper understanding and direct insight into our business, strategy, and outlook, and address any other topics that management deems important to the health and direction of the Company.
HPE 2024 PROXY STATEMENT
3

Stockholder engagement
Business
SAM gives our stockholders visibility to our business leaders who can provide a deeper dive into areas of each business they deem important to our success and driving stockholder value. This affords stockholders more detailed assessments of the performance, achievements, growth opportunities, and areas of focus for each of our business units. SAM gives our stockholders access to some of the same metrics the Company’s leadership uses and a detailed snapshot of our business unit operations.
StrategyOutlook
Stockholders are provided insights into the Company’s priorities, analysis of business trends, growth opportunities, capital allocation strategy, and macro-economic developments. We believe our stockholders benefit from understanding the key matters that the Company deems important when making strategic decisions.
During SAM, we take the opportunity to provide a detailed outlook for the Company’s next fiscal year and beyond. When coupled with the Business insights and Strategy discussions, our stockholders are exposed to the fundamentals the Company uses to determine its outlook.
The entire event is broadcast live, with webcast replays and transcripts available on our investor relations website following the event.
Board Outreach Program
On the heels of SAM comes a cornerstone of our stockholder engagement — our extensive Board Outreach Program. The program consists of focused, one-on-one meetings between stockholders and our directors 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 directly with our directors. This season, we extended meeting invitations to holders of approximately 58% of our stock, with holders of approximately 43% of our stock electing to participate.
We believe it is important for stockholders to hear directly from our Board, just as it is important for directors to hear stockholders’ unfiltered concerns and perspectives. Directors participating in this outreach program include our independent chair of the Board (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.
Annual virtual stockholder meeting
Our annual stockholder meeting is conducted virtually through a live webcast and online stockholder tools. This facilitates stockholder attendance and enables stockholders to participate fully, and equally, from any location around the world, at no cost. We believe this is the right choice for a Company with a global footprint, not only bringing cost savings to the Company and stockholders, but also increasing the ability to engage with all stockholders, regardless of the amount of stock owned or physical location. As discussed further below, we have designed our virtual format to enhance stockholder access, participation, and communication.
Q&A
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 both as they come in and those asked in advance, as time permits. We have committed to publishing and answering each question received, following the meeting. Questions received from stockholders before and during the annual meeting, along with our responses, are posted on annualmeeting.hpe.com.
Access
The online format increases access for all stockholders regardless of stocks owned or physical location. In addition, the format allows all stockholders to communicate with us both 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 annualmeeting.hpe.com.
4
HPE 2024 PROXY STATEMENT

Stockholder engagement
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.
For more information about the virtual stockholder meeting, see “Questions and answers—Annual meeting information” on page 115.
Year-round engagement
Our comprehensive stockholder engagement program is anchored by our year-round investor relations outreach program that includes post-earnings communications, conference presentations, non-deal roadshows, bus tours, conference meetings, technology webcasts, and general availability to respond to investor inquiries. In addition, we have invited stockholders to our Board meetings to afford them another opportunity to speak directly with our Board about issues important to them. 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, endowments, family offices, advisory firms, and individual investors. In addition, our Board engages with other external stakeholders on behalf of HPE, through customer events, forums, and other publicly facing settings.
Achieve meaningful benefits
In order to maximize the benefit of 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 aim to provide stockholder participants 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 time allow for matters important to stockholders to be addressed, alongside other current salient issues.
We have carefully designed our outreach program to provide continuous and meaningful stockholder engagement and participation. Our committed Board and management team value these interactions and invest significant time and resources to try and maintain 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, 1701 East Mossy Oaks Road, Spring, Texas 77389; e-mail: bod-hpe@hpe.com.
HPE 2024 PROXY STATEMENT
5

Living Progress
Living Progress is HPE’s business strategy for creating sustainable and responsible technology solutions that meet the demands of the future, while advancing the way people live and work. Because our commitment to sustainable and responsible business extends to (and is integrated into) many aspects of our operations, HPE’s competitiveness, resilience, and relationships with a broad array of stakeholders are enhanced in countless ways.
Overview
Our 62,000-strong1 workforce is rallied around an enduring purpose — to advance the way people live and work. We believe our sustainability credentials and portfolio strengthen customer relationships and provide a competitive advantage as we compete for business. Living Progress contributes to new revenue opportunities for HPE by applying our innovative solutions and expertise to help customers overcome their business challenges while driving efficiency and achieving sustainability objectives. We also leverage our environmental and social leadership to support talent acquisition and retention, as well as to promote ongoing access to global markets.
Moreover, the operational and reputational resilience of our value chain creates competitive advantages as we strive to meet and exceed the expectations of our stakeholders. HPE’s proactive approach to managing environmental and social factors across our value chain aims to mitigate risks, such as fluctuating commodity prices, global supply chain disruption, or growing regulatory burdens, while yielding market and commercial opportunities for more sustainable and responsible technology solutions. We take an active approach to managing climate-related risks by setting science-based goals and enabling carbon savings for our customers through efficient technology solutions. For more information regarding our Living Progress plan and our annual Living Progress report, and other environmental, social, and governance (“ESG”) initiatives, and related matters, please visit the “Corporate Responsibility” section of our corporate website.
Accelerating net-zero
It is a business imperative to reduce greenhouse gas (“GHG”) emissions across our value chain and build climate resiliency throughout our business. Our customers’ use of our products contributes the largest portion of our environmental footprint; as such, we are bringing to market edge-to-cloud offerings that can reduce the environmental impact of customers’ IT estates. We take an active approach to managing climate-related risks by setting science-based targets and enabling our customers to advance toward their own sustainability goals through our suite of IT sustainability offerings.
We are committed to accelerating a net-zero future, from bringing new renewable sources to the grid to curbing energy and information technology (“IT”) waste through innovative products, services, and business models. Further, HPE’s high-performance computing technologies are designed to accelerate climate solutions by powering research related to clean energy sources, climate modelling, and more.
Environmental Sustainability of Our Solutions
We leverage the breadth of HPE capabilities to improve the sustainability and efficiency of our customers’ IT estates, utilizing our expertise, hardware, and business models. Our primary focus is on addressing customer pain points in three crucial areas of their sustainable IT journeys: (1) empowering customers with data and visibility into the environmental impact of their IT estates, facilitating consideration of environmental factors in the purchase, management, and disposition of their IT infrastructure, (2) delivering high-performance sustainable technology and services that optimize energy consumption and emissions across the IT ecosystem while promoting clean and sustainable electricity use, and (3) enabling sustainable transformations by providing expertise and advisory services.
____________________________________________________________________
1. This figure includes approximately 1,600 employees of HPE’s subsidiary, CDS, which is a separate legal entity providing true multi-vendor service capabilities for HPE customers. Workforce-related metrics and percentages disclosed in this report do not include such CDS employees, due to limited ability to track such metrics for such population.
6
HPE 2024 PROXY STATEMENT

Living Progress
HPE consistently engages with customers on IT efficiency and sustainable IT issues, offering tailored engagements in sales pursuits. We estimate that our customer briefings on sustainability-related topics contributed to more than $1.8 billion in net revenue booked in fiscal 2023.
Product lifecycle management
We seek to maximize environmental and financial savings across the IT lifecycle by designing for the environment, shifting to consumption-based models, and transitioning to a more circular economy. By designing products from the start with plans for longevity, dematerialization, and waste minimization, we aim to improve our customers’ total cost of ownership and lower their environmental impacts. In addition, HPE offers multiple solutions to help our customers participate in the circular economy, by extending assets lifecycles through programs such as HPE Certified Pre-Owned products and HPE Asset Upcycling Services. HPE Technology Renewal Centers took in approximately 4.2 million end-of-use assets in 2023, refurbishing approximately 78% for reuse while creating additional sources of capital for customers to invest in IT. Our transition to an as-a-service company is in lockstep with our circular economy strategy, committed to reducing our customers’ need for over provisioned and idle equipment and allowing for returns of end-of-use assets for a second life.
Environmental footprint
At HPE, we recognize the imperative to minimize our industry’s environmental footprint, as well as the opportunity to position ourselves as a business and technology leader enabling a low-carbon economy. As one of the first technology companies to set science-based targets to reduce GHG emissions across the value chain, including our operations and supply chain, we continue to set ambitious climate goals and take proactive steps regarding our carbon footprint, energy use, emissions, water footprint, and waste management. In 2022, HPE accelerated its climate ambitions and committed to become a net-zero enterprise by 2040, with near-term targets set across our value chain for 2030. HPE has set additional climate-related targets, including sourcing 50% renewable energy by 2025 (achieved in 2022, three years ahead of schedule) and committing to achieving 100% renewable electricity in our operations by 2030.
Achieving our net-zero commitment requires innovative thinking and active involvement from every leader at HPE. As of 2022, certain management goals and elements of executive compensation for our executive committee have been tied to bespoke climate related key performance indicators and action plans for their respective organizations.
We monitor and manage natural capital-related risks through initiatives, such as advancing the transition to renewable electricity, innovating products and solutions with a lower environmental footprint, and through the responsible sourcing of minerals. Further, water management is an important component of our suppliers’ environmental performance. We require suppliers to publicly report water consumption and withdrawal in their annual sustainability reports, as well as to disclose corporate-wide GHG emissions annually through the CDP supply chain program. Starting from 2022, 33% of production suppliers (based on percent of spend) have set science-based emissions reduction targets, 75% have set water-related targets, and 84% have set waste reduction goals.
Investing in people
HPE continues to invest in the attraction, development, and retention of talent. We are committed to being unconditionally inclusive to capture the ideas and perspectives that fuel innovation and enable our workforce, customers, and communities to succeed in the digital age. When our team members succeed, our Company thrives; thus we consistently make employee engagement a top priority. In this area, we focus on employee development, engagement, and well-being; employee health and safety; diversity, equity, and inclusion (“DEI”); and community investment. Management goals and executive compensation are tied to human capital factors related to talent development and retention, employee engagement, and diverse representation and engagement.
Employee development and engagement
Enabling the best talent in the industry
HPE is focused on fostering high performance culture. We do this by communicating a clear purpose and strategy; setting transparent goals; driving accountability; continuously assessing, developing, and advancing talent; and establishing a leadership-driven talent strategy. We invest in attracting, developing, and retaining the best talent. We believe the dynamism of our industry and our Company enables team members to grow in their current roles and build new skills. Over the past year, our team members completed over 820,000 online/instructor-led courses across a broad range of categories – leadership; inclusion and diversity; professional skills; technical; and compliance. HPE is deeply committed to identifying and developing the next generation of top-tier leadership with a special focus on
HPE 2024 PROXY STATEMENT
7

Living Progress
diverse and technical talent. Our Inclusive Leadership course reinforces our leaders’ roles in making HPE an inclusive place to work. As of 2023, 87% of our leaders completed the course.
HPE believes in advancing team members’ growth and career goals by striving to unlock their full potential. Throughout 2023, we enhanced our professional development courses, coaching opportunities, performance assessment tools, goal-setting support, and other resources. This included launching a People Leader Development program designed to instill knowledge and best practices for building diverse, high-performance teams. In 2022, we launched My Success Plan, a series of quarterly conversations that take place between people leaders and team members, accompanied by supporting tools to link career aspirations with development opportunities. In fiscal 2024 we are launching our Performance Enablement framework, which builds on the My Success Plan conversations to support the continuous development of our team members, as well as promoting accountability and achievement against performance goals.
We also conduct an in-depth annual talent and succession review with our CEO and Executive Committee members. The process focuses on accelerating talent development, strengthening succession pipelines, and advancing diversity representation for our most critical roles.
Fostering a culture that engages our people and inspires innovation
Our strong and vibrant culture is the foundation for how we are committed to making HPE a destination for top talent and a place where people are proud to work. It starts with the blueprint we established in 2019 under Antonio Neri’s leadership, clearly articulating who we are as an organization, and defining a set of beliefs that inspire team members to innovate and pursue new ways to serve our customers. The culture is centered on four key beliefs that guide how we show up every day: accelerating what’s next, making bold moves, believing in the power of “yes we can,” and being a force for good through our technology, inclusion, and a focus on making the world better. The blueprint further defines our DNA and key leadership principles, which are reinforced by senior leaders who are committed to HPE’s mission and culture, and work tirelessly to advance our purpose.
Our team members keep our culture strong and lead our business forward. To help HPE remain a great place to work, we regularly analyze our human resource efforts to build on our strengths and address areas of opportunity. We seek to foster a deep sense of belonging at HPE and engage all team members in shaping our culture through programs, campaigns, and community events. In 2023, our culture ambassadors helped facilitate quarterly Cultural Connect communications focusing on how HPE cultural behaviors align with our business objectives.
Our most recent global engagement survey shows that our culture continues to resonate with team members, with our overall Employee Engagement Index at 83%. Among responding team members, more than 84% would recommend HPE as a great place to work, and nearly 88% say they are proud to work for HPE.
Health, wellness, and safety
The health, wellness, and safety of every team member remains a top priority at HPE. Whether in the office or working remotely, we have policies and resources in place to help our workforce stay healthy. Our hybrid work environment, which we started implementing in 2021, offers a flexible work model for team members globally. Our “Work That Fits Your Life” global initiative, which launched in 2019, includes an industry-leading paid parental leave program (minimum twenty-six weeks), part-time work opportunities for new parents or team members transitioning to retirement, and "Wellness Fridays" which provide team members with four full days each year to focus on their well-being. HPE's wellness program offers holistic support for team member needs surrounding mental health, physical health, social/community well-being, and financial wellness, while continuing to deliver on critical business results.
Diversity, equity, and inclusion
Our DEI strategy centers on three pillars: advancement, equity, and inclusion. We believe that advancement will accelerate development and progression of both our diverse team members and the overall enterprise by creating pathways to opportunities across the Company; equity will create equitable access to resources, diversified career experiences, and career support; and inclusion will enable a workplace where all team members feel respected and valued for who they are while feeling like they belong on the team and can succeed at HPE. We continually strive to foster a highly inclusive culture for all team members globally.
Guided by the strategy, we invest in career development and set up pathways to grow within HPE, take a data driven approach to analyzing performance, and, above all, strive to create an environment where all team members feel appreciated for the unique
8
HPE 2024 PROXY STATEMENT

Living Progress
perspectives and skills they contribute. Our commitment to these principles encourages our world-class talent to enjoy long careers at HPE, enabling our business success and furthering the execution of our social impact strategy.
In 2023, we increased our overall representation of underrepresented minorities by 2.3 percentage points in the U.S. We also increased our female workforce by 0.4 percentage points worldwide, by 0.7 percentage points in technical roles, and by 1.9 percentage points in executive roles. We also reached a commendable 27.7% representation of females among our executive population. HPE will continue to strive to align representation to market availability of historically underrepresented groups.
For further information on diversity at HPE, including EEO-1 data since 2018, please visit https://www.hpe.com/us/en/living-progress/report.html.
We view equity and inclusion in leadership roles as critical to propel our business. We believe these goals are an integral part of our DEI strategy to promote advancement, equity, and inclusion among our team members, which we believe will continue to fuel HPE as a driver of innovation and an industry disruptor.
Management at all levels works to expand opportunities and enhance inclusive leadership acumen across the enterprise. Our Board, CEO, and Executive Committee have been directly involved in setting and reinforcing our high standards. We continue to double down on our cultural investment by expanding our focus on equity, leading data-driven reviews at key inflection points during the HPE talent life cycle, and enhancing and expanding our external DEI relationships to provide greater professional and leadership opportunities, as well as increase engagement of our high potential diverse team members. We also enhanced our Candid Conversation series to increase understanding and encourage discussion around the “speak up” culture through discussions with team members and continued delivering Inclusion for All, virtual instructor-led sessions based on the latest behavioral science research. This learning experience was offered to all team members, customized for five geographies, and delivered in five languages. In 2023, 69% of the organization participated in the experience. This session is included in the onboarding journey for our new hires and continues to be available to all team members.
We believe people should be paid equitably for what they do and how they do it, regardless of their gender, race, or other personal characteristics. We maintain policies to promote equal pay, and we regularly review our global pay practices with an aim to pay team members in similar roles and locations commensurately with their experience and responsibilities. We partner with independent third-party experts to conduct annual pay assessments and identify unexplained gaps between our present state and our goal of equitable pay treatment for all team members. Where these reviews identify such gaps at a country-wide level, we adjust compensation to eliminate the gap. As a result of our efforts, our most recent pay equity review demonstrated that we have achieved pay parity for base compensation and bonus targets between male and female team members in the U.S. (including among underrepresented ethnicities), U.K., and India, when accounting for job title, time-in-role, experience, and location. We conduct a number of compensation analyses in other countries to provide competitive and equitable pay and, where permissible, we intend to incorporate similar third-party pay assessments into our existing processes.
Community investment
Our culture of giving strengthens the communities where we live and work, and it remains a powerful means of engaging team members. We use our strengths and skills as a technology leader to support community organizations and empower team members to use their passion and expertise to serve others.
In 2022, we launched our social impact strategy, which amplifies our mission to enhance the way people live and work. In 2023, we further integrated this strategy with our community investment programs to accelerate progress and apply our innovation engine to scale solutions to societal challenges. HPE leverages our technology, talent, and resources to drive change across three areas: (1) healthcare, (2) community resilience, and (3) DEI and human rights.
HPE believes we can leverage technology for good to solve some of the world’s most complex challenges. Through our HPE Accelerating Impact initiative, HPE partners with a social impact accelerator to provide tech nonprofits with the funding, support, and partnerships they need to grow and scale. In the design and execution of HPE Accelerating Impact and other community investment activities, we take care to intentionally integrate a DEI lens and commit to directing support to those who need it the most.
HPE supports the resilience of our communities through our disaster relief programs. HPE’s longstanding support of the Red Cross Disaster Responder Program enables the Red Cross to address all phases of a given disaster — from preparedness to immediate response, all the
HPE 2024 PROXY STATEMENT
9

Living Progress
way through long-term recovery. Additionally, we have provided, and continue to provide, assistance to longstanding partners and channel funds to address critical issues and inequities exacerbated by the pandemic.
Operating responsibly
We succeed by operating responsibly, holding ourselves and our business partners to the highest ethical standards. We embrace our responsibility to help safeguard the environment and human rights, and we work with our suppliers and supply chain partners to uphold the same principles. We work to help our customers, and their employees stay secure by building security into everything we do. We are also focused on safeguarding data and building privacy protections into all of our products and systems. In the public arena, we advocate for policies that will help people thrive in a digital, connected world.
Ethical sourcing
We are committed to holding our supply chain partners to high ethical standards and regularly audit and engage with suppliers to promote compliance with HPE standards through our Supply Chain Responsibility (“SCR”) program. Our mission is to protect and elevate workers, reduce and prevent negative global and community environmental impact, and benefit our Company, business partners, and customers. Through our longstanding SCR program, we assess social and environmental risks in our supply chain and set rigorous standards and targets, including our Migrant Worker Standard and a science‑based supply chain greenhouse gas emissions reduction goal. While we continue to hone our program and policies to address emerging risks and monitor compliance, we also work to further elevate supply chain social and environmental standards by training, sharing knowledge, and collaborating with our suppliers and industry partners.
Protecting human rights across our value chain
We believe that the basic freedoms and standards of treatment to which all people are entitled are universal. Upholding these rights is fundamental to our values. We respect the rights of all individuals impacted by our work and that of our partners and customers. We pay particular attention to vulnerable groups including migrants, children, women, racial and ethnic minorities, and human rights defenders as articulated in our Commitment to Respect the Rights of Marginalized Groups. We continue to be committed to the United Nations (“UN”) Guiding Principles on Business and Human Rights, which is the international standard on how to apply human rights to how we work, and our standards and codes reflect the International Labour Organization’s core conventions. We design and develop internal procedures for robust due diligence, build awareness across our Company, suppliers, and partners, and strengthen governance and systems to hold ourselves accountable. In 2022, we worked with an external evaluator on a new Company-wide Human Rights Impact Assessment to better understand our risks, identify potential gaps in our due diligence, and update our management strategy and processes. We adopted recommendations provided by this assessment to refine our strategy and develop our new roadmap for continuous improvement.
Responsible design and use of artificial intelligence
Our product groups consider the protection of human rights at all stages, from initial ideation and design through development, production, and customer use. This “human rights by design” approach is increasingly relevant to our work in artificial intelligence (“AI”).
In 2020, we drafted our AI Ethical Principles and publicly launched and began operationalizing these principles in 2021, assessing AI that we develop, source to use, or source to include in our solutions. This work is now overseen by our AI Ethics Responsibility Committee. We have AI Ethics training available to all team members, and we offer similar training for sales partners, plus support to our customers to highlight where AI-related risks may exist. In 2022, we created additional subcommittees within our AI working group with an aim to further operationalize the AI Ethical Principles and better tailor our assessments and support to the different ways AI comes into contact with our business.
Data security
The volume of digital data is growing at an exponential rate, and as data increases, so do the threats against it. Further, the cybersecurity landscape has become even more complex following changes to the ways people live and work after the COVID-19 pandemic, requiring ongoing and more sophisticated support for remote working, and as such, shifting IT infrastructure needs to the edge. We seek to continue improving product technology capabilities to perform in this new environment — our technology can help anticipate evolving threats, protect against new vulnerabilities, detect intruders, and enable recovery from an attack. We aim to prioritize data security at every step of our value chain and are committed to safeguarding our and our customers’ data and operations. Our Silicon Root of Trust technology gives our servers an immutable fingerprint that prevents malicious code from corrupting essential firmware. We also utilize
10
HPE 2024 PROXY STATEMENT

Living Progress
certificate-based identities and verifications, which are designed to further enhance our products’ security. We utilize our HPE Trusted Supply Chain program to manufacture our products in highly secure U.S. facilities, reducing sourcing risk and offering verifiable cyber assurance, and have recently expanded this program to serve our international customers with enhanced security and compliance needs.
Privacy
Protecting the privacy of personal information is a priority for business and society. HPE places importance on practices that protect data and comply with data protection laws globally. Protecting privacy is more than a legal obligation — it safeguards the trust and confidence we’ve built with team members, customers, and business partners. Robust privacy governance and internal accountability controls strengthen our ability to meet regulatory requirements and stakeholder expectations. The HPE Privacy Office advises on our global privacy program and works closely with HPE’s Cyber Security Digital Security Risk Management team, as well as other global functions and business units within the Company. The Privacy Office partners with HPE senior leaders who support our global privacy program and compliance activities. We aim to educate all HPE team members and build privacy awareness through our mandatory annual Standards of Business Conduct training and other privacy training modules. The completion rate for this training is consistently above 99%.
Public policy
We advocate for policies that will help society thrive in a digital-first world while contributing to the sustainable growth of our business. We have been, and are still, relentlessly pursuing smarter, better ways of using technology that protects citizens and consumers and are cost-effective and sustainable. As a trusted advisor for governments in their digital transformation journeys, HPE advises on cloud strategy, the benefits of hybrid cloud solutions, and updated procurement models. By shifting to offer our entire portfolio as-a-service, we aim to provide the best of the public cloud on‑premises and help reduce the barriers to digital transformation through cost‑effective, sustainable IT solutions. We publicly disclose information on lobbying and political spending, including that of the HPE Political Action Committee (“HPE PAC”), our related governance practices, and our membership in trade associations to which we pay annual dues of $25,000 or more on our political engagement and advocacy website, which can be accessed at www.hpe.com/us/en/about/governance/political-engagement-advocacy. Furthermore, our Board’s NGSR Committee oversees engagement with governments and matters of public policy, as well as our separate HPE PAC, as described on the aforementioned website and in our annually published Living Progress Report, our Corporate Governance Guidelines, and the NGSR Committee’s charter, all publicly available on our Investor Relations website. HPE’s Senior Vice President of Corporate Affairs is responsible for the Company’s political and public policy engagement, but acts within the parameters set by the NGSR Committee when making decisions on lobbying and political spending, and takes measures to provide that our actions are ethical, legal, transparent, and align with the HPE Standards of Business Conduct.
Business Resilience
Business Resilience encompasses HPE’s ability to rapidly respond and adapt to disruptive events that have the potential to impact our operations, be it team members, sites, critical operations, customers, partners, brand, or reputation. HPE’s Business Resilience function governs two corporate programs: Crisis Management and Business Continuity, both of which help to build, support, and promote both operational and reputational resilience, while also enabling the business and creating a competitive advantage for HPE. Our Crisis Management program is designed to help geographic and country leaders prepare for and respond to disruptive events that might impact operations in their geography in an effective, timely manner, with the goal of protecting people and minimizing damage to our profitability, reputation, and ability to operate. Our Business Continuity program is designed to help business and function leaders prepare and plan for disruptive events that might impact critical business operations and services, so that we may continue such critical business operations at acceptable pre-defined levels. The mission of HPE’s Business Resilience function is to enable the business to achieve its objectives by improving the effectiveness of risk management, control, response, and governance while implementing industry best practices in the program areas of Crisis Management and Business Continuity, thereby creating and enhancing HPE’s competitive advantage through effective preparation and planning.
How we report
Our culture of integrity and transparency builds trust with our stakeholders as we collaborate to make meaningful progress on the issues most relevant to our business. Our ESG reporting promotes accountability, aligning with prominent standards and frameworks to meet the needs of our stakeholders. This includes investor-driven standards and frameworks such as the sector-specific indicators set forth by the Sustainability Accounting Standards Board, the Taskforce on Climate-related Financial Disclosures (“TCFD”), Global Reporting Initiative’s Sustainability Reporting Guidelines (2021), and the United Nations Sustainable Development Goals. We regularly evaluate the
HPE 2024 PROXY STATEMENT
11

Living Progress
effectiveness and scope of our ESG reporting by analyzing these external reporting frameworks and guidelines, as well as peer company disclosures and implementing feedback from our stockholders and other stakeholders. In addition, we closely monitor forthcoming ESG reporting obligations in the jurisdictions in which we operate to promote compliance with mandatory disclosures.
Oversight
HPE Living Progress is overseen by our Board and its various committees in an integrated manner, with the NGSR Committee primarily responsible for oversight and implementation of the Living Progress strategy. HPE leadership regularly briefs the Board on material ESG topics covering risks, opportunities, impacts, and strategies. In addition, the NGSR Committee reviews, assesses, reports, and provides guidance to management and the Board regarding HPE’s policies and programs relating to material ESG matters. Specifically, the NGSR Committee has oversight of (1) key ESG issues, such as climate change, privacy, and human rights and (2) disclosures of Living Progress strategy, practices, and initiatives. As of 2022, our Corporate Governance Guidelines were updated to mandate the NGSR Committee to consider potential nominees’ ability to contribute to the diversity of background and experience represented on our Board. With the ever-growing importance of the “social” aspect within ESG, our Board and the HRC Committee also play important roles in overseeing critical topics such as employee wellness, diversity metrics, and social justice initiatives.
The Board
Responsible for integrating material ESG risks and opportunities into HPE’s long-term strategy.
Nominating, Governance and
Social Responsibility Committee
Finance and
Investment Committee
Primarily responsible for oversight of material ESG issues, including the annual review of our Living Progress strategy, board diversity and composition, and Living Progress disclosures.
Continuously reviews stockholder sentiment and perspectives, including their views on material ESG matters, to promote alignment and engagement.
HR and Compensation CommitteeAudit Committee
Oversees corporate culture and employee relations topics, including diversity, equity, and inclusion initiatives; social justice activities; pay equity; compensation philosophy; and succession planning.
Oversees material ESG risks as part of overall risk management, reviews ESG disclosures in Securities Exchange Commission (“SEC”) filings, and oversees adherence to our existing controls and procedures.
12
HPE 2024 PROXY STATEMENT

Living Progress
HPE regularly engages with the Board and executive committee on environmental and social considerations as a matter of best practice to drive continued business success. Our strategy is also informed by the Living Progress Strategy Council, a cross-functional team of executives who promote best-in-class performance across organizations such as Corporate Affairs, Legal, Human Resources, Global Operations, Ethics and Compliance, and Finance and Controllership.
External
Stakeholders
HPE Executive Council
HPE Foundation
Board
Living Progress Strategy Council
HPE Foundation
Corporate Affairs
Legal
Human Resources
CTO/Hybrid Cloud
Global Operations
Finance and
Controllership
Global Communications
Ethics and
Compliance
Global Workplace
Investor Relations
Recognition
ESG ratings agencies consistently rank HPE among the top global and industry leaders for ESG issue management and performance. In particular, we have been recognized by the following prominent ESG rating agencies:
CDP_logo_Primary_White_(1).jpg
dowjones.jpg
MSCI_logo_2019.jpg
D-A SCALE
0-100 SCALE
CCC-AAA SCALE
A-
76
AAA
90th percentile
92nd percentile
90th percentile
CDP, DJSI, and MSCI ESG ratings are as of calendar year 2023. CDP score for Climate Change A- (90th percentile). 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 constitute 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.
HPE 2024 PROXY STATEMENT
13

Governance
Overview
Our Board is committed to excellence in corporate governance. We believe that our long-standing tradition of principled, ethical governance benefits 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 oversightIndependence and participationStockholder rights
Development and oversight of Company strategy and execution
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
11 of 12 director nominees are independent by New York Stock Exchange (“NYSE”) standards
Independent Chair of the Board
Executive sessions of non-management directors are 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 and stakeholder 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
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 https://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.
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
14
HPE 2024 PROXY STATEMENT

Governance
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; or
(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.
In making its independence determinations, the Board considered transactions occurring since the beginning of fiscal 2021 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 current Chief Executive Officer of ExxonMobil Low Carbon Solutions, a subsidiary of ExxonMobil, and the former 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 ExxonMobil and its subsidiaries (together, “ExxonMobil”) and General Motors Company and its subsidiaries (together “General Motors”). The amount that Hewlett Packard Enterprise paid in each of the last three fiscal years to ExxonMobil or General Motors, as applicable, and the amount received in each fiscal year by Hewlett Packard Enterprise from ExxonMobil and General Motors, as applicable, did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of the consolidated gross revenues of ExxonMobil or General Motors, as applicable.
Mr. Kurtz is the Founder and Chief Executive Officer of CrowdStrike Holdings, 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. The amount that Hewlett Packard Enterprise paid in each of the last three fiscal years to CrowdStrike, and the amount received in each fiscal year by Hewlett Packard Enterprise from CrowdStrike, did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of CrowdStrike’s consolidated gross revenues.
Each of Mr. Ammann, Ms. Carter, Mr. D’Amelio (who was appointed to the Board in January 2023), Dr. Dugan, Ms. Hobby, Mr. Kurtz (who did not stand for re-election in 2023), Mr. Lane, Ms. Livermore, Ms. Mayer (who was appointed to the Board in June 2023) Mr. Noski, Mr. Ozzie, Mr. Reiner, and Ms. Russo, 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
HPE 2024 PROXY STATEMENT
15

Governance
non-employee director, including Mr. Ammann, Ms. Carter, Mr. D’Amelio, Dr. Dugan, Ms. Hobby, Mr. Kurtz (during the portion of fiscal year 2023 he served on the Board), Mr. Lane, Ms. Livermore, Ms. Mayer, Mr. Noski, Mr. Ozzie, Mr. Reiner, and Ms. Russo, and each of the members of the Audit Committee, the HRC Committee, and the NGSR Committee has (or had) 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 (or was) 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.
Limits on directors’ 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 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 generally or two other public company boards if the director is a CEO at a public company. All directors are currently compliant with this policy. Further, the ability of each director to devote sufficient time and attention to director duties is expressly considered as part of the annual Board evaluation process, which aims to evaluate the effectiveness and engagement of HPE’s directors, including in the context of their external commitments. We review these limits as part of our annual review of our Corporate Governance Guidelines and ongoing review of the policies of our institutional investors.
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 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 our Board, as well as on his or her outside boards, including committee membership and chair positions.
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.
We schedule our Board and committee meetings up to three years in advance to promote director attendance and maximum participation. Directors serve for one-year terms; accordingly, there is an opportunity to evaluate annually each director’s ability to serve, which is further discussed in the “Director evaluations” section below.
93993%
board meetings
committee meetings
average attendance rate
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. In prior years, our directors have attended the World Economic Forum, HPE Discover, HPE Leader Forum, HPE International Women’s Day, and ReadyNow! (a board directorship readiness immersion program for emerging leaders) and they sponsor HPE’s Inclusion and Diversity Council. We are very 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.
16
HPE 2024 PROXY STATEMENT

Governance
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. Our process is designed to gauge understandings of and effectiveness in board composition and conduct; meeting structure and materials; committee composition; strategic planning and oversight; succession planning; culture and diversity; and other relevant topics, such as crisis management and ESG-related perspectives and skills.
The process involves the NGSR Committee, working with the Board Chair, designing each year’s evaluation process, which rotates among three formats: (1) written questionnaires, (2) individual interviews, and (3) group discussions. Starting in fiscal 2024, written questionnaires will be utilized annually, in addition to group discussion and individual interviews in the years those formats are employed. When designing the evaluation process and questions, the Board considers the current dynamics of the boardroom, the Company, our industries, the format of previous annual evaluations, and issues that are at the forefront of our investors’ minds.
Written questionnairesIndividual interviewsGroup discussions
Format: each of our directors respond to tailored questionnaires and their responses are compiled, analyzed, and discussed with each committee and the Board.
☑ 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 and consistency year to year
Format: our Chair interviews each of our directors separately with questions addressing pertinent topics related to the Board and the Company. The results of these interviews are discussed with the full Board.
☑ Fosters in-depth feedback
☑ More personal, and promotes natural discussion of key topics
Format: led by our Chair, our directors engage in a structured conversation during a scheduled Board meeting, covering an agenda of discussion topics that is customized to this format and circulated in advance.
☑ Encourages directors to listen and learn from each other
☑ Allows for elaboration on feedback
☑ Feedback and discussions occur instantly and simultaneously
Director succession planning and Board refreshment
Our NGSR Committee oversees and plans for director succession and refreshment of the Board, by regularly monitoring the composition of and identifying ways to strengthen our Board, including to cultivate a mix of skills, experience, tenure, and diversity that promote and support the Company’s long-term strategy. In doing so, the NGSR Committee takes into consideration the overall needs, composition, and size of the Board, along with the considerations regarding director candidate qualifications, which are further discussed in “Director candidate selection and evaluation—Identifying and evaluating candidates for directors” on page 34.
Executive succession planning
As described in its charter, one of the HRC Committee’s responsibilities is to oversee succession planning and leadership development. The HRC Committee and our Board lead periodic succession and talent reviews, in which critical skills required from management to create stockholder value are utilized to assess the readiness of successors for the CEO, Executive Committee members, and senior officers. In addition, the Board reviews emerging diverse, technical, and go-to-market talent and regularly interacts with key team members, which provides identified successors with important exposure opportunities. Lastly, we maintain updated emergency succession plans for the CEO, Executive Committee members, other Section 16 officers, and edge-to-cloud leadership team members. On an ongoing basis, the Board reviews these succession plans, with input from the CEO and 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 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.
HPE 2024 PROXY STATEMENT
17

Governance
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. 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 target to meet, our stock ownership guidelines within the expected time.
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.
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 HPE 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;
18
HPE 2024 PROXY STATEMENT

Governance
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
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 2023 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. 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, 1701 East Mossy Oaks Road, Spring, Texas 77389, e-mail: bod-hpe@hpe.com.
This correspondence is provided to all directors. 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, 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.
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 https://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, 1701 East Mossy Oaks Road, Spring, Texas 77389.
Stock ownership information
Common stock ownership of certain beneficial owners and management
The following table sets forth information as of December 31, 2023 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 “Fiscal 2023 summary compensation table” on page 90; and
all of our directors and executive officers as a group.
HPE 2024 PROXY STATEMENT
19

Governance
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, 2024 (60 days after December 31, 2023) through the exercise of any stock options, through the vesting and settlement of restricted stock units (“RSUs”) payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after February 29, 2024 and any RSUs vesting or settling on or before February 29, 2024 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.
Beneficial ownership table
Name of beneficial owner
Shares of common stock beneficially owned
(#)
Percent of common stock outstanding
(%)
BlackRock(1)
129,983,4589.99
State Street Corporation(2)
70,870,5455.45
The Vanguard Group(3)
156,075,19212.01
Daniel Ammann(4)
114,873*
Pamela L. Carter(5)
125,258*
Frank A. D'Amelio3,444*
Regina E. Dugan9,673*
Jean M. Hobby61,279*
Raymond J. Lane930,481*
Ann M. Livermore(6)
172,178*
Bethany J. Mayer0*
Charles H. Noski(7)
55,677*
Raymond E. Ozzie130,187*
Gary M. Reiner(8)
251,686*
Patricia F. Russo(9)
301,988*
Jeremy K. Cox14,374*
Neil B. MacDonald(10)
147,716*
Marie E. Myers0*
Philip J. Mottram26,466*
Antonio F. Neri(11)
2,389,586*
Tarek Robbiati0*
John F. Schultz278,123*
All current executive officers and directors as a group (22 persons)(12)
5,161,661*
*    Represents holdings of less than 1% based on 1,299,823,550 outstanding shares of common stock as of February 1, 2024.
1.     Based on the most recently available Schedule 13G/A filed with the SEC on January 24, 2024 by BlackRock, Inc. According to its Schedule 13G/A, BlackRock, Inc. reported having sole voting power over 115,925,740 shares, shared voting power over 0 shares, sole dispositive power over 129,983,458 shares, and shared dispositive power over 0 shares beneficially owned. The Schedule 13G/A contained information as of December 31, 2023 and may not reflect current holdings of HPE’s stock. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
2.     Based on the most recently available Schedule 13G/A filed with the SEC on January 30, 2024 by State Street Corporation (‘‘State Street’’). According to its Schedule 13G/A, State Street reported having sole voting power over 0 shares, shared voting power over 44,340,670 shares, sole dispositive power over 0 shares, and shared dispositive power over 70,719,910 shares. The Schedule 13G/A contained information as of December 31, 2023 and may not reflect current holdings of HPE’s stock. The address for State Street is State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114-2016.
20
HPE 2024 PROXY STATEMENT

Governance
3.    Based on the most recently available Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, Inc. (‘‘Vanguard’’). According to its Schedule 13G/A, Vanguard reported having sole voting power over 0 shares, shared voting power over 1,679,457 shares, sole dispositive power over 150,359,950 shares, and shared dispositive power over 5,715,242 shares. The Schedule 13G/A contained information as of December 29, 2023 and may not reflect current holdings of HPE’s stock. The address for Vanguard is The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355.
4.     Represents 114,873 shares that Mr. Ammann holds indirectly with his spouse.
5.     Includes 39,301 shares that Ms. Carter has elected to defer receipt of until the termination of her service as a member of the Board.
6.     Includes 158,461 shares that Ms. Livermore holds indirectly through a trust with her spouse.
7.    Includes 30,392 shares that Mr. Noski elected to defer receipt of until the termination of his service as a member of the Board.
8.     Represents 251,686 shares that Mr. Reiner holds indirectly with his spouse.
9.    Includes 286,670 shares that Ms. Russo elected to defer receipt of until the termination of her service as a member of the Board..
10. Includes 7,671 shares that Mr. MacDonald has the right to acquire by exercise of stock options.
11.    Includes 365,945 shares that Mr. Neri has the right to acquire by exercise of stock options.
12. Includes 417,701 shares that current executive officers and directors have the right to acquire.

HPE 2024 PROXY STATEMENT
21

Our Board
russo2.gif
Responsibilities
Presides at all meetings of the Board, including executive sessions of the independent directors.
Oversees the planning of the annual Board calendar, schedules and sets the agenda for meetings of the Board in consultation with other directors, and leads the discussion at such meetings.
Acts as liaison between the independent directors and the CEO on sensitive matters.
Chairs the annual meeting of stockholders.
Is available in appropriate circumstances to speak on behalf of the Board.
Performs such other functions and responsibilities as set forth in our Corporate Governance Guidelines or as requested by the Board from time to time.
Patricia F. Russo
Our Chair
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 (“Audit”); (2) Finance and Investment Committee (“FIC”); (3) HR and Compensation Committee (“HRC”); (4) Nominating, Governance and Social Responsibility Committee (“NGSR”); and (5) Technology Committee (“Tech”). 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 https://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 committee’s activities. Additionally, the Board and each of the committees have the authority to retain, terminate, and receive appropriate funding for outside advisors as the Board or each committee deems necessary.
The composition of each standing committee is as follows:
Independent directorsAuditFICHRCNGSRTech
Daniel Ammann*
CHAIR
l
Pamela L. Carter
l
CHAIR
Frank A. D’Amelio
l
l
Regina E. Dugan
l
Jean M. Hobby
CHAIR
Raymond J. Lane
l
Ann M. Livermore
l
l
Bethany J. Mayer
l
Charles H. Noskill
Raymond E. Ozzie
CHAIR
Gary M. Reiner
CHAIR
l
Patricia F. Russo
l
l
Employee directors
Antonio F. Neri
* Not standing for re-election
22
HPE 2024 PROXY STATEMENT

Our Board
Board leadership structure
The Board is currently led by an independent director, Patricia F. Russo, our 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, with an express 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 an independent director serving as Chair. Our Board believes this leadership structure effectively allocates authority, responsibility, and oversight between management and the independent members of our Board and enhances the accountability of our CEO to the 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. The Board believes that Ms. Russo is well-suited to serve as Chair given her extensive global business experience along with her proven leadership acumen, which enable her to provide independent and informed guidance and oversight to management. The Board recognizes that no single leadership model is right for all companies at all times and that, depending on the circumstances, other leadership models, such as combining the Chair and CEO roles, might be appropriate. Accordingly, the Board expects to periodically review its leadership structure.
Board composition
Our Board consists of world-class directors with the diversity of skills, experience, ethnicity, and gender necessary to provide exceptional leadership for HPE.
The selection criteria for our directors includes (1) high professional and personal ethics and values consistent with our long-standing values and standards; (2) broad policy-making experience in business, government, technology, or public service; (3) sufficient time to devote to the Board and our Company; (4) diversity of race, ethnicity, gender, socio-economic background, professional experience (including, but not limited to, senior leadership and operating experience and board experience in a publicly-listed company), and skills (including, but not limited to, financial, industrial/technical, growth and transformation, environmental, social/human capital, cybersecurity, or international expertise); and (5) experience as an investor with a commitment to enhancing stockholder value and representation of the interests across our stockholder base. In addition, our Bylaws require that to be qualified to serve as a director and to be eligible to be a director nominee, each director and director nominee: (1) must not have been an officer or director of a company that is a competitor of HPE within the prior three years (unless otherwise approved by the Board); (2) must not be serving as a director at more than four other public companies; and (3) must not be a named subject of a criminal proceeding (excluding traffic violations and other minor offenses) pending as of the date HPE first mails the proxy materials that include the name of the nominee and, within the ten years preceding such date, must not have been convicted in such a criminal proceeding.
We continually assess whether our Board maintains the right balance of skills, experience, and acumen required for exceptional leadership. Our Board structure, composition, and evaluation process are thoughtfully designed in consideration of a number of factors, including our stockholders’ and stakeholders’ perspectives and the proven positive effect that diversity can have on decision making, risk oversight, innovation, and financial performance. In particular, we mandate our external search firms to prioritize searches for candidates exhibiting racial, ethnic, and/or gender diversity. This year, our Board continues to bring a diverse set of backgrounds, skills, and experiences to HPE that are essential to collaborating with management and driving our strategy forward. We continue to demonstrate robust diversity on our Board, and remain committed to being a leader in our industry. Our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills and experience. The Board has
undergone significant refreshment over the last five years to better align the Board’s composition to our long-term strategy and broaden the Board’s perspectives to enhance its performance. The average tenure of the directors currently serving on our Board is 5.78 years.
3121
HPE 2024 PROXY STATEMENT
23

Our Board
Committees of the Board:
Audit Committee
For financial reporting process and audit
Members
hobby.gif
Jean M. Hobby (chair)
pamela.gif
Pamela L. Carter
damelio.gif
Frank A. D’Amelio
whiteblankspace-29.jpg
Risk oversight role and primary responsibilities
Audit
Oversee the performance of our internal audit function
Review the qualifications, independence, work product, and performance of the independent registered public accounting firm and evaluate and determine the firm's compensation
Financial reporting
Oversee financial reporting
Review and discuss earnings press releases
Review the audit and integrity of our financial statements
Compliance processes
Oversee our compliance with legal and regulatory requirements
Conduct investigations into complaints concerning federal securities laws
Review results of significant investigations and management's response to investigations
Risk management
Review identified risks to HPE, including litigation, compliance, and material ESG matters
Review risk assessment and management practices, including the Enterprise Risk Management program
Review and oversee business continuity, crisis management, and disaster recovery risks and planning
Information and cybersecurity
Review the adequacy and effectiveness of information and cybersecurity policies and related internal controls
Required qualifications
Each director on the Audit Committee must be independent within the meaning of the NYSE standards of independence for directors and audit committee members, and must meet applicable NYSE financial literacy requirements, each as the Board determines. The Board determined that each of the Audit Committee members is independent within the meaning of applicable laws and listing standards. Additionally, at least one director on the Audit Committee must be an “audit committee financial expert,” as determined by the Board in accordance with the SEC rules. The Board determined that each of Ms. Hobby, chair of the Audit Committee, and Mr. D’Amelio is an audit committee financial expert.
Key skills and experiences
Financial and audit
Global
Financial reporting disclosure
Operations
Financial statement review
Risk and compliance
24
HPE 2024 PROXY STATEMENT

Our Board
Finance and Investment Committee
For significant treasury matters, strategic transactions, and capital allocation reviews
Members
ammann.gif
Daniel Ammann (chair)*
* Not standing for re-election
damelio.gif
Frank A. D’Amelio
livermore.gif
Ann M. Livermore
noski.gif
Charles H. Noski
whiteblankspace-29.jpg
Risk oversight role and primary responsibilities
Finance
Oversee significant treasury matters, such as capital structure and allocation strategy, global liquidity, borrowings currency exposure, cash position, dividend policy, share issuances and repurchases, and capital spending
Review and assess financial risks pertaining to financial markets and HPE's financial strategies
Oversee our loans and loan guarantees of third parties
Review capitalization of our Financial Services business
Mergers and acquisitions
Evaluate and revise our mergers and acquisitions approval policies structure
Assist the Board in evaluating investment, acquisition, certain long-term commercial, joint venture, and divestiture transactions
Evaluate the execution, financial results, and integration of completed transactions
Investment
Review derivative policy
Review and approve certain swaps and other derivative transactions
Oversee fixed income investments
Investor Relations
Oversee investor relations strategies, outreach, messaging, and other activities
Required qualifications
A majority of the directors on the Finance and Investment Committee must be independent within the meaning of applicable laws and listing standards, as the Board determines. The Board determined that each of the Finance and Investment Committee members is independent within the meaning of applicable laws and listing standards.
Key skills and experiences
Capital structure and strategy
Growth and transformation
Captive finance
Investment
Entrepreneurship and venture capital
HPE 2024 PROXY STATEMENT
25

Our Board
HR and Compensation Committee
For executive compensation structure and human capital strategy
Members
pamela.gif
Pamela L. Carter (chair)
ammann.gif
Daniel Ammann*
* Not standing for re-election
russo2.gif
Patricia F. Russo
whiteblankspace-29.jpg
Risk oversight role and primary responsibilities
Compensation structure and strategy
Discharge the Board’s responsibilities relating to the compensation of our executives and directors
Annually review and evaluate management’s performance and compensation
Oversee and provide risk management of our compensation structure, including our equity and benefits programs
Review and discuss the compensation discussion and analysis disclosure and additional disclosures in compliance with SEC or listing standards
Periodically review and administer (as needed) incentive compensation recoupment or forfeiture policies applicable to executive officers (including those designed to comply with Rule 10D-1 of the Exchange Act)
Human capital and workforce management
Generally oversee our human capital and workforce management strategies and programs
Monitor workforce diversity and equal employment opportunity issues
Talent management and succession planning
Review senior management selection and oversee executive succession planning and leadership development
Delegation of authority
May delegate its duties and responsibilities to a subcommittee consisting of one or more directors on the HRC Committee, another director, or other persons, unless otherwise prohibited by applicable laws or listing standards
Required qualifications
Each director on the HRC Committee must be independent within the meaning of applicable laws and listing standards, as the Board determines. In addition, members of the HRC Committee must qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board determined that each of Ms. Carter, chair of the HRC Committee, and HRC Committee members, Mr. Ammann and Ms. Russo, is independent within the meaning of the NYSE standards of independence for directors and compensation committee members, and qualifies as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.
Key skills and experiences
Executive compensation
Operations
Human capital management
Social
26
HPE 2024 PROXY STATEMENT

Our Board
Nominating, Governance and Social Responsibility Committee
For board evaluation, director nomination, and corporate citizenship
Members
reiner.gif
Gary M. Reiner (chair)
livermore.gif
Ann M. Livermore
noski.gif
Charles H. Noski
russo2.gif
Patricia F. Russo
whiteblankspace-29.jpg
Risk oversight role and primary responsibilities
Corporate governance
Develop and regularly review our Corporate Governance Guidelines
Identify and monitor social, political, and environmental trends and provide guidance relating to public policy matters (including political contributions activity and policy) and global citizenship
Oversee our sustainable and responsible business practices, policies, and disclosures to align with our core business strategy and evaluate our progress against ESG targets
Review proposed changes to our Certificate of Incorporation, Bylaws, and Board committee charters
Oversee that proper attention is given and effective responses are made to stockholder concerns
Design and execute annual evaluations of the Board, committees, and individual directors
Oversee the HRC Committee's evaluation of senior management
Board composition
Identify, recruit, and recommend candidates to be nominated for election as directors
Develop and recommend Board criteria for identifying director candidates
Oversee the organization and leadership structure of the Board to discharge its duties and responsibilities properly and efficiently
Evaluate director independence and financial literacy and expertise
Required qualifications
Each director on the NGSR Committee must be independent within the meaning of applicable laws and listing standards, as the Board determines. The Board determined that each of the NGSR Committee members is independent within the meaning of applicable laws and listing standards.
Key skills and experiences
Corporate citizenship
Legal, regulatory, and public policy
Corporate governance
Operations
Executive level leadership
Public company board governance
HPE 2024 PROXY STATEMENT
27

Our Board
Technology Committee
For technology and intellectual property portfolio strategy
Members
ozzie.gif
Raymond E. Ozzie (chair)
dugan.gif
Regina E. Dugan
lane.gif
Raymond J. Lane
Bethany_proxy.jpg
Bethany J. Mayer
rainer.gif
Gary M. Reiner
Risk oversight role and primary responsibilities
Technology and intellectual property strategies
Make recommendations to the Board concerning our technology strategies
Assess the health and oversee the execution of our technology strategies
Assess the scope and quality of our intellectual property
Technology trends and guidance
Identify, evaluate, and monitor existing and potential trends in technology development
Provide guidance on technology as it may pertain to market entry and exit, investments, mergers, acquisitions and divestitures, research and development investments, and key competitor and partnership strategies
Privacy and data protection
Monitor new technology, trends, and regulatory obligations with respect to privacy, data protection, and data retention
Required qualifications
Each director on the Technology Committee will have such qualifications as the Board determines.
Key skills and experiences
Cybersecurity
Extensive industry leadership
Enterprise information technology
Research and development
Entrepreneurship and venture capital
Technological innovation
28
HPE 2024 PROXY STATEMENT

Our Board
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 and its committees approach risk assessment, management, and oversight in an integrated manner, with subject matter responsibility and Board oversight thereof as described below:
The Board
The Board oversees management’s implementation of the Enterprise Risk Management (“ERM”) program, including reviewing our enterprise risk portfolio and evaluating management’s approach to addressing identified risks. In addition, the Board oversees escalated risks and the inclusion of risk considerations in strategy decisions. Various Board committees also have responsibilities for the oversight of risk that supplement the ERM program, as described below. The Board regularly receives reports from its committees and management on various aspects of our business, including related risks and strategies for addressing them.
Audit CommitteeFinance and Investment CommitteeHR and Compensation Committee
Responsible for overseeing risks related to the Company’s financials, audits, internal controls, litigation, regulatory matters, as well as cybersecurity governance and monitoring activities, and designing the annual ERM program.Responsible for overseeing finance-related risks pertaining to the Company’s investments, acquisitions, strategic commercial relationships, joint ventures, and divestitures, as well as risks relating to treasury, debt, and financial services.
Considers risks and achievement of Company objectives associated with our compensation policies and practices, human capital management programs and strategies, diversity and gender programs, training, metrics, and executive succession planning.
Nominating, Governance and Social Responsibility CommitteeTechnology Committee
Responsible for overseeing risks associated with stockholder concerns, public policy, government affairs (including political contributions policy and activity), and regulatory and compliance matters relating to emerging political and global citizenship trends, as well as material ESG matters, including human rights, privacy, environmental sustainability, and corporate governance.
Responsible for overseeing risks associated with the Company’s innovation efforts, technology strategies, and intellectual property portfolio.
Our Board, both directly and through its committees, reviews and oversees our ERM program, which is an ongoing, enterprise-wide program designed to enable effective and efficient identification of, and management visibility into, critical enterprise risks over the short-, intermediate-, and long-term, 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 relevant to the Company’s strategy and operation; and facilitates appropriate risk response strategies at the Board, committee, and management levels.
Under the ERM program, management 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 Global Business groups, Internal Audit, Enterprise Finance Reporting, Treasury, Information Technology, Cybersecurity, Human Resources, Corporate Affairs, and Legal teams all provide input into this process and are responsible for the day-to-day monitoring, evaluating, reporting, and mitigating of their respective risk categories. From time to time, we also utilize industry information sources, such as professional services firms or subscription resources, to assess trends and benchmarking data relevant to our industry to assist in determining certain risk trends and changes. Management then develops response plans for risks categorized as requiring management focus based on performance indicators 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. The ERM program may from time to time perform detailed assessments of or manage programs related to emerging industry risks in evaluating management’s control and response strategies. These programs inform risk actions and mitigation strategies in areas of emerging risk where industry best practices may not yet be established.
This structure enables us to provide specialized attention to, and oversight of, key risk areas by aligning our committees with risk oversight in their 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
HPE 2024 PROXY STATEMENT
29

Our Board
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. The ERM program also works in tandem with our Controllership organization and the Financial Reporting group therein, to align the risk identification and assessment with our existing disclosure controls and procedures.
We evaluate risks and refresh our risk register annually, which is then used to guide our risk mitigation, planning, and progress reporting throughout the year. For certain risks, we may apply a longer-term lens of review, monitoring, and mitigation activities, upon assessing potential impacts to our business in partnership with other internal functions and with input from industry data sources and benchmarking conversations.
Cybersecurity risk management
HPE operates a complex and large hybrid IT infrastructure critical in maintaining our ongoing operations in addition to a significant research and development footprint including labs, build and test systems, and supporting infrastructure which all have varying levels of risk exposures. We have a Chief Security Officer (“CSO”) who oversees digital security, which includes the corporate IT environment, our public cloud presence, and security standards that are used as a framework for managing security across HPE. Our CSO is also responsible for cyber talent management, developing and administering our corporate security training (achieving 99% participation), and sponsoring our cybersecurity 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 CSO, management, and HPE product security experts from various business and operational areas. We maintain various security certifications across the Company, and part of our compliance program includes regular third-party audits to better enable our security management program to remain current. We are also pursuing additional certifications which have become increasingly relevant as we continue to migrate to an edge-to-cloud company.
Recognizing HPE’s transformation and strategy as an edge-to-cloud software-as-a-service organization, HPE has a Cloud Services Chief Information Security Officer, reporting to our CSO, responsible for cloud security, policies, and standards across our HPE GreenLake edge-to-cloud platform and as-a-service environment, working closely with product security teams and business units to securely enable HPE’s cloud security strategy.
Compensation risk management
During fiscal 2023, we again undertook an annual review of our material compensation processes, policies, and programs for all employees to assess whether our compensation programs and practices are reasonably likely to have a material adverse effect on Hewlett Packard Enterprise. In conducting this assessment, we reviewed the structure of all of our material compensation plans against an inventory of risk features; 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 over the past year. Management presented a summary of the findings to the HRC Committee, and based on this analysis and discussion with management and its independent advisor, the HRC Committee concluded that the overall program did not foster excessive risk taking or contain provisions or features likely to have a material adverse effect on HPE.
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 appropriate payout curves that balance upside opportunity for over achievement of target goals with downside implications for underachievement. We believe that these factors, combined with effective Board and management oversight and the engagement of an independent advisor that does no other work for HPE, 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.
Diversity and inclusion and talent risk management
The HRC Committee — in overseeing HPE’s human resources strategy, programs, and objectives — provides oversight and evaluation of our compensation structure, including equity and benefit programs. The HRC Committee effectively oversees workforce management practices and programs and monitors HPE’s diversity and inclusion efforts to promote compliance with equal opportunity employment requirements. HPE consistently sets bold aspirational goals that champion diversity and inclusion actions to hire, promote, recognize, train, and retain key team members, particularly those of diverse ethnic and racial backgrounds. The HRC Committee, through its authority, regularly monitors these programs’ internal employee training metrics in determining Company performance and achievement of DEI aspirations.
30
HPE 2024 PROXY STATEMENT

Our Board
Crisis risk management
Hewlett Packard Enterprise maintains a vigorous crisis management framework overseen by senior management, the Executive Risk Council, and the Board. HPE’s crisis management framework is designed to provide a consistent global approach to crisis management regardless of incident cause, size, location, or complexity. It is also designed as a flexible and scalable framework within which HPE organizations at all levels and locations can work together to manage crises. HPE’s crisis management structure consists of 53 country level crisis management teams (“CMT”) in locations around the globe where HPE has operations, as well as one Corporate CMT designed to manage crises that impact more than one country or if an enterprise level crisis occurs. HPE’s Business Resilience Function governs the global crisis management program that develops and adjusts policies, playbooks, and procedures; institutes standards and core processes that are universally applied across all CMTs; establishes communication protocols and best practices; provides tools and training required to locally implement the policy and framework requirements; and coordinates with team members across all countries, functions, and business units. The Audit Committee regularly receives updates and reviews the Company’s crisis management framework, policies, and processes. HPE, under the direction of the Corporate Crisis Manager and in working with business unit crisis leaders, periodically performs tabletop simulations and validates the operation of HPE’s crisis programs. HPE’s crisis management framework is only one aspect of its Business Resilience programs which also include its business continuity and other risk mitigation strategies.
Climate change risk management
Climate change serves as a risk multiplier increasing both the frequency and severity of natural disasters that may affect our worldwide business operations. As a technology company, HPE views addressing climate change not only as a risk and a moral imperative, but also as a business opportunity to innovate technologies to help our customers thrive in a carbon-constrained world. HPE was among the first technology companies to disclose climate risks and opportunities in alignment with the recommendations of the TCFD.
We regularly undertake climate scenario analyses to enhance our understanding and management of these risks and opportunities. In 2023, we integrated material ESG risks, including those related to climate, into our ERM program, categorizing them as top-tier risks subject to direct oversight by HPE's Audit Committee.
The NGSR Committee provides oversight of the Company’s Living Progress strategy, policies, and practices, including those related to climate change. HPE has set ambitious public targets to manage environmental impacts such as greenhouse gas emissions and renewable energy procurement. Details on HPE’s climate strategy and performance, as well as our TCFD disclosure, can be found in our annual Living Progress Report.
Geopolitical risk management
Geopolitical risks have continued to escalate in isolated areas across the globe, making this risk in isolation more visible to our Board and Audit Committee. The Crisis Management organization adjusts our strategies and mitigation efforts based on new inputs or factors that may impact HPE’s performance, for example in the EMEA region in light of the conflicts between Russia and Ukraine and in the Middle East. As part of on-going monitoring, the teams have identified predictable scenarios and prepared leadership to implement mitigation considerations. We continue to monitor the region and impacts that the Russia-Ukraine conflict has on surrounding locations, including implementing mitigation actions where possible, such as raising and actively planning for energy and fuel shortages with the Audit Committee each quarter. While actions taken by HPE from the Russia-Ukraine conflict were effective in mitigating the Company’s exposure, our Audit Committee receives regular updates on the Company’s geopolitical risks and how those risks may be affecting corporate strategy and operations. Similarly, we continue to monitor events and updates related to the recent conflicts in the Middle East and their impacts on HPE operations. We have been actively engaged with affected employees and have been providing safeguards within the region where possible and necessary. Additionally, with the execution of HPE’s put option with H3C, HPE and our Board continue to monitor activities in China and Taiwan relevant to our business operations and supply chain efficiencies, implementing mitigation strategies as needed and ensuring the safety and well-being of personnel in these locations.
Operations and supply chain risk management
HPE’s supply chain is of critical importance in the Company’s ability to successfully develop and deliver products to our customers, channel partners, and resellers worldwide. Despite the easing of the supply chain instability and constraints originally brought on by the COVID-19 pandemic, we recognize that supply chain issues persist throughout the industry. As such, our supply chain effectiveness and resiliency have remained a high-priority focus for our Company, with our supply chain risk reviewed regularly by our Audit Committee and Board. We
HPE 2024 PROXY STATEMENT
31

Our Board
have implemented a number of resiliency initiatives and work closely in partnership with other risk organizations to simulate tabletop scenarios that provide additional mitigation considerations that have proven effective in our enhancement of operations and supply chain resiliency.
Human rights risk management
HPE has an industry-leading human rights program, and we are proud of our leadership position in integrating respect for human rights around the world into our operations and value chain. We consistently score at the top of the industry on major human rights benchmarks and are the only two-time winner of the Thomson-Reuters Foundation’s prestigious Stop Slavery Award, which recognizes our efforts to combat forced labor and modern slavery.
Our Board provides substantial oversight of HPE’s global human rights program. The program sits in HPE’s Ethics & Compliance Office, led by our Chief Ethics & Compliance Officer (“CECO”). The CECO reports to HPE’s Chief Operating and Legal Officer (“COLO”). Our CECO meets at least quarterly with the Audit Committee of the Board to report on key ethics and compliance risks facing the Company, and we address human rights risk in our annual ethics and compliance risk review with the Board. The Board approves HPE’s annual Modern Slavery Transparency Statement, and the Audit Committee approves HPE’s annual Conflict Minerals Disclosure filed with the U.S. Securities and Exchange Commission. Our human rights program also falls within our broader Living Progress strategy, policies, and public disclosures, which are led by our Chief Sustainability Officer and overseen by the Board’s NGSR Committee.
The CECO also chairs HPE’s Ethics & Compliance Committee, an executive-level committee comprising our COLO, CFO, General Counsel, and other senior executives from our business units, that provides oversight and guidance for HPE’s ethics and compliance program. This committee meets quarterly, and often considers human rights issues.
Throughout the year, the Board, our executives, the CECO, and the COLO review emerging human rights trends, including salient risks, stakeholder perspectives, and HPE’s approach to mitigating those risks. In 2021, we substantially revised our Global Human Rights Policy, and advanced it further in 2023 including highlighting our updated six salient human rights risks — (1) responsible use of our products, (2) responsible product development, (3) modern slavery and decent work, (4) responsible sourcing of minerals, (5) diversity equity and inclusion, and (6) right to clean, healthy, and sustainable environment — which have been identified through a Company-wide human rights risk assessment conducted by a third-party human rights expert. We monitor these human rights risks and perform thorough due diligence on an ongoing basis, in an effort to avoid complicity in human rights violations.
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 2023, our Board held nine meetings. In addition, our five committees held a total of 39 meetings, with the Audit Committee meeting 12 times, the HRC Committee meeting five times, the NGSR Committee meeting four times, the Finance and Investment Committee meeting nine times (two of which were joint meetings with the Technology Committee), and the Technology Committee meeting nine times (two of which were joint meetings with the Finance and Investment Committee). Of the five regularly scheduled and four special Board meetings held during fiscal 2023, five 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.
With an attendance rate of 93% across all Board and committee meetings, all directors serving during fiscal 2023 attended at least 83% 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.
Directors are also encouraged to attend our annual meeting of stockholders. Last year, each of our twelve directors then-serving was in attendance.

32
HPE 2024 PROXY STATEMENT

Our Board
Director candidate selection and evaluation
Overview
PROCESS
The NGSR Committee regularly evaluates the needs of the Board in terms of diversity, skills, experience, and composition.
circleassets-05.gif
Candidates are identified with input from stockholders, search firms, and/or management, with a mandate given to our search firms to prioritize candidates exhibiting racial, ethnic, and/or gender diversity, or notable skills instrumental to our strategy.
circleassets-05.gif
The NGSR Committee considers the culture of the Board, evaluates qualifications, reviews conflicts and independence, interviews candidates, and recommends nominees.
circleassets-05.gif
The Board evaluates qualifications, reviews conflicts and independence, discusses impact to the Board, and selects nominees.
circleassets-05.gif
Our stockholders vote on nominees at HPE’s annual virtual meeting of stockholders.
circleassets-05.gif
IMPLEMENTATION
Eight new directors have been added since our inception, each bringing fresh perspectives and unique skill sets to the Board.
Mary Agnes Wilderotter* | Antonio F. Neri | Jean M. Hobby | George R. Kurtz** | Charles H. Noski
Regina E. Dugan | Frank A. D’Amelio | Bethany J. Mayer
* Served on the HPE Board from 2015 to 2022; did not stand for re-election in 2022.
** Served on the HPE Board from 2019 to 2023; did not stand for re-election in 2023.
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
HPE 2024 PROXY STATEMENT
33

Our Board
forth on page 42 under “Proposals to be voted on—Proposal no. 1: Election of directors—Hewlett Packard Enterprise Company Board of Directors skills and qualifications.” Any stockholder recommendations submitted for consideration by the NGSR Committee should include verification of the person submitting the recommendation’s stockholder status, the recommended candidate’s name and qualifications for Board membership, and should be addressed to:
Corporate Secretary
Hewlett Packard Enterprise Company
1701 East Mossy Oaks Road
Spring, Texas 77389
Email: bod-hpe@hpe.com
Stockholder nominations
In addition, our Bylaws and SEC rules 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 and SEC rules, see “Questions and answers—Stockholder proposals, director nominations, and related Bylaws provisions—How may I nominate individuals to serve as directors and what are the deadlines for director nominations?” on page 118.
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 the Board maintains the appropriate diversity, skills, perspectives, and experiences that 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 skill set, giving consideration to evolving skills, perspectives, and experiences needed on our Board.
We have a robust director refreshment plan that outlines best practices, is periodically updated, and is designed to keep our NGSR Committee apprised of evolving trends in corporate board composition and expectations from our stockholders, stakeholders, and regulatory bodies. The NGSR Committee considers such Board refreshment as part of its annual evaluation of the Board, with the goal of maintaining a diverse Board to bring representation of varied perspectives, personal and professional experiences and backgrounds, as well as other differentiating characteristics to our Board 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 race, and geography. Separately, we have also mandated our external search firm to prioritize candidates exhibiting racial, ethnic, or gender diversity. 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. Guided by these principles and insights, our NGSR Committee and Board have employed the process set forth above in assessing our current directors and evaluating and selecting new director candidates. We believe our current directors bring a diverse set of skills, backgrounds, and experiences to HPE that are essential to driving our strategy forward as the market and competitive landscape evolves. In light of the above, we believe our Board continues to demonstrate a strong commitment to diversity.
Once the NGSR Committee determines a vacancy or necessity, 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. In addition, 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. In the case of Ms. Mayer, a third-party professional search firm identified her as a potential director nominee.
34
HPE 2024 PROXY STATEMENT

Our Board
Director compensation and stock ownership guidelines
Non-employee director compensation is determined by the Board, acting on the recommendation of the HRC Committee. When determining and recommending compensation, the HRC Committee annually considers market data for our peer group, which is the same group used for HPE’s executive compensation benchmarking purposes (see “Executive compensation—Compensation discussion and analysis—Other compensation-related matters—Fiscal 2023 peer companies”) 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 currently, only our President and CEO, Antonio Neri do not receive separate compensation for their Board service.
The HRC Committee intends to set director compensation levels at or near the market median relative to directors at our peer group companies to maintain compensation at levels that are competitive and appropriately reflect the directors’ time commitment and responsibilities. A competitive compensation package is important because it enables attraction and retention of highly qualified directors who are critical to our long-term success. For board year 2023, FW Cook conducted a review of director compensation levels relative to our peer group. Results of their review indicated HPE’s director compensation program was generally competitive relative to our peer group. To maintain pace with expected market trends as identified by FW Cook, the HRC Committee recommended a $5,000 increase to both the annual cash and equity retainer (from $110,000 to $115,000 and from $235,000 to $240,000, respectively). The HRC Committee intends to conduct director compensation reviews annually.
During board year 2023, 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)
$115,000
May elect to receive up to 100% in HPE stock(3), which may be deferred(4)
Annual equity retainer
$240,000 granted in RSUs(5)
May defer up to 100%(4)
Meeting fees$2,000 for each board meeting in excess of tenPaid 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)
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., $575,000)
Shares counted toward the guideline include those held by the director, directly or indirectly, and deferred vested RSUs. 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 2023 reflect program guidelines during both the 2022 and 2023 board years. The 2022 board year began in April 2022 and ended April 2023. The 2023 board year began in April 2023 and will continue until April 2024.
2.Annual cash retainers as well as 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 annually and are effective for the following calendar year. For calendar year 2023, directors were permitted to elect to defer, until termination of service from the Board, 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.
Non-employee directors are reimbursed for their expenses in connection with attending Board meetings.
HPE 2024 PROXY STATEMENT
35

Our Board
Fiscal 2023 director compensation
The following table provides information regarding compensation for directors who served during fiscal 2023:
Name
Fees earned or paid in cash(1)
($)
Stock awards(2)(3)
($)
All other compensation
($)
Total
($)
Patricia F. Russo156,458 396,216 — 552,674 
Daniel Ammann
132,917 240,011 — 372,928 
Pamela L. Carter
141,917 240,011 — 381,928 
Raymond J. Lane— 352,488 — 352,488 
Ann M. Livermore
112,917 240,011 — 352,928 
Antonio F. Neri(4)
— — — — 
Raymond E. Ozzie132,917 240,011 — 372,928 
Gary M. Reiner— 372,486 — 372,486 
Jean M. Hobby148,917 240,011 — 388,928 
George R. Kurtz(5)
45,833 — — 45,833 
Charles H. Noski
114,917 240,011 — 354,928 
Regina E. Dugan
112,917 240,011 — 352,928 
Frank A. D'Amelio(6)
94,583 298,765 — 393,348 
Bethany J. Mayer(7)
47,917 200,005 — 247,922 
1.The dollar amounts shown represent the cash portion of the annual retainers, committee chair fees, chair fees, and additional meeting fees earned with respect to service during fiscal 2023. See “Additional information about fees earned or paid in cash in fiscal 2023” 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 $240,011, granted in the form of RSUs in fiscal 2023, as well as the following compensation voluntarily elected to be received in shares or deferred units 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 2023: Ms. Russo received $156,205, Mr. Lane received $112,477, and Mr. Reiner received $132,475 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 2023, 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.As our CEO, Mr. Neri did not receive any compensation for his board service. Please see the “Executive compensation—Compensation discussion and analysis” section (the “CD&A”) for details regarding Mr. Neri’s fiscal 2023 compensation.
5.Mr. Kurtz served as a board member during board year 2022 and did not seek reelection for the 2023 board year. Amounts represent a prorated amount paid in fiscal 2023 for his time served in board year 2022.
6.Mr. D'Amelio joined as a board member during board year 2022. Amounts represent a prorated amount paid in fiscal 2023 for his time served in board year 2022 and board year 2023.
7.Ms. Mayer joined as a board member during board year 2023. Amounts represent a prorated amount paid in fiscal 2023 for her time served in board year 2023.
36
HPE 2024 PROXY STATEMENT

Our Board
Additional information about fees earned or paid in cash in fiscal 2023
The following table provides additional information regarding fees earned or paid in cash to non-employee directors in fiscal 2023:
Name
Annual
retainers(1)
($)
Chair/committee
chair fees(2)
($)
Additional
meeting fees(3)
($)
Total(4)
($)
Patricia F. Russo56,458 100,000 — 156,458 
Daniel Ammann
112,917 20,000 — 132,917 
Pamela L. Carter
112,917 25,000 4,000 141,917 
Raymond J. Lane— — — — 
Ann M. Livermore
112,917 — — 112,917 
Antonio F. Neri(5)
— — — — 
Raymond E. Ozzie112,917 20,000 — 132,917 
Gary M. Reiner— — — — 
Jean M. Hobby112,917 30,000 6,000 148,917 
George R. Kurtz(6)
45,833 — — 45,833 
Charles H. Noski
112,917 — 2,000 114,917 
Regina E. Dugan
112,917 — — 112,917 
Frank A. D'Amelio(7)
94,583 — — 94,583 
Bethany J. Mayer(8)
47,917 — — 47,917 
1.The dollar amounts shown include annual cash retainers earned during fiscal 2023 and are based on a portion of the 2022 and 2023 board years.
2.Committee chair fees are calculated based on service during each board year. The dollar amounts shown include such fees earned in fiscal 2023 and are based on a portion of the 2022 and 2023 board years. For Ms. Russo, the remaining one-half of her Board Chair fee was paid in HPE stock.
3.Additional meeting fees are calculated based on the number of designated board meetings and committee meetings attended during each board year.
4.Total excludes compensation voluntarily elected to be received in shares of HPE stock in lieu of cash during fiscal 2023 as described in footnote two in the “Fiscal 2023 director compensation” table above.
5.As our CEO, Mr. Neri did not receive any compensation for his board service. Please see the “CD&A” section for details regarding Mr. Neri’s fiscal 2023 compensation.
6.Mr. Kurtz served as a board member during board year 2022 and did not seek reelection for the 2023 board year. Amounts represent a prorated amount paid in fiscal 2023 for his time served in board year 2022.
7.Mr. D'Amelio joined as a board member during board year 2022. Amounts represent a prorated amount paid in fiscal 2023 for his time served in board year 2022 and board year 2023.
8.Ms. Mayer joined as a board member during board year 2023. Amounts represent a prorated amount paid in fiscal 2023 for her time served in board year 2023.
HPE 2024 PROXY STATEMENT
37

Our Board
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 2023, the grant date fair value of each of those awards, and the number of stock awards outstanding as of the end of fiscal 2023:
Name
Stock awards
granted during fiscal 2023
(#)
Grant date fair value of stock awards granted during fiscal 2023(1)
($)
Stock awards
outstanding at
fiscal year end(2)
(#)
Patricia F. Russo26,482 396,216 299,622 
Daniel Ammann
17,010 240,011 17,254 
Pamela L. Carter
17,010 240,011 56,299 
Raymond J. Lane23,827 352,488 17,254 
Ann M. Livermore
17,010 240,011 17,254 
Antonio F. Neri(3)
— — — 
Raymond E. Ozzie17,010 240,011 17,254 
Gary M. Reiner25,040 372,486 17,254 
Jean M. Hobby17,010 240,011 17,254 
George R. Kurtz(4)
— — — 
Charles H. Noski
17,010 240,011 47,957 
Regina E. Dugan
17,010 240,011 17,254 
Frank A. D'Amelio
20,454 298,765 17,254 
Bethany J. Mayer
11,898 200,005 12,069 
1.Represents the grant date fair value of stock awards granted in fiscal 2023 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 2023.
3.As our CEO, Mr. Neri did not receive any compensation for his board service. Please see the “CD&A” section for details regarding Mr. Neri’s fiscal 2023 compensation.
4.Mr. Kurtz served as a board member during board year 2022 and did not seek reelection for the 2023 board year.
38
HPE 2024 PROXY STATEMENT

Proposals to be voted on

Proposal
no. 1:
Election of directors
On the recommendation of the NGSR Committee, the Board has nominated the 12 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 or, if earlier, until his or her resignation or removal. Daniel Ammann is not standing for re-election at this annual meeting. As a result, effective at this annual meeting, Mr. Ammann will step down from the board, and the size of the board will be reduced to 12 directors.
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 and our Bylaws 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, 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, experience, and skills 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 effectively and responsibly perform all director duties. Each director must represent the interests of all of our stockholders. The Board uses these, the minimum criteria for directors and director nominees as set forth in our Bylaws, and other criteria as appropriate to evaluate potential 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 more specific information about their experiences, qualifications, and skills that led the Board to nominate them. There are no family relationships among our executive officers and directors.
All of the nominees have indicated that they will be available to serve as directors. In the event that any nominee should become unavailable, the proxy holders, Antonio F. Neri, Marie Myers, and David Antczak, will vote for a nominee or nominees designated by the Board or the Board may decrease the size of the Board.
Director election voting standard and resignation policy
We have adopted a policy whereby any incumbent director nominee who receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election will tender his or her offer of resignation for consideration by the NGSR Committee. The NGSR Committee will then make a recommendation to the Board regarding the appropriate response to such an offer of resignation.

HPE 2024 PROXY STATEMENT
39

Proposals to be voted on
Vote required
Each director nominee who receives a majority of the votes cast with respect to such director nominee, among the outstanding shares of HPE common stock present in person or represented by proxy and entitled to vote on this proposal at the annual meeting, will be elected. For purposes of this proposal, a majority of votes cast means that the director nominee must receive more “FOR” votes than “AGAINST” votes to be elected.
Recommendation of the Board of Directors
whitecheck.gif
Our Board recommends a vote FOR the election to the Board of each of the following nominees.
40
HPE 2024 PROXY STATEMENT

Proposals to be voted on
Hewlett Packard Enterprise Company 2024 Board of Directors nominees
Our employees and our Board reflect our goal of bringing together great minds of all backgrounds to provide the best for HPE and the world. The following provides a snapshot of the diversity, skills, and experience of our director nominees, followed by summary information about each individual nominee.
Independent directors
NameAge
Director
since
Noteworthy experience
Industry experienceOther current public
company boards
pamela.gif
Pamela L. Carter
74
2015
Former President, Cummins Distribution Business
Former President, Cummins Filtration
Manufacturing
Distribution
Government
Automotive
Enbridge Inc.
Broadridge Financial Solutions, Inc.
Frank A. D’Amelio
66
2023
Former Executive VP and CFO, Pfizer Inc.
Former COO and CFO, Lucent Technologies, Inc.
Telecommunications
Healthcare
IT/Technology
Catalent, Inc.
Humana Inc.
Zoetis, Inc.
damelio.gif
dugan.gif
Regina E. Dugan
60
2022
President and CEO, Wellcome Leap, Inc.
Former VP of Engineering, Facebook (now Meta Platforms, Inc.)
Former SVP of Advanced Technology and Projects, Alphabet Inc.
19th Director of DARPA
IT/Technology
Security
Aerospace & Defense
Healthcare
Siemens AG
hobby.gif
Jean M. Hobby
63
2019
Former Global Strategy Partner and CFO, PricewaterhouseCoopers, LLP
Financial Services
Integer Holdings Corporation
Texas Instruments Incorporated
Raymond J. Lane
77
2015
Managing Partner, GreatPoint Ventures
Former President and COO, Oracle Corporation
Former Managing Partner, Kleiner Perkins
IT/Technology
Food Tech
Beyond Meat, Inc.
lane.gif
Ann M. Livermore
65
2015
Former Executive VP, Hewlett-Packard Company Enterprise Business
IT/Technology
Logistics
Semiconductors
QUALCOMM Incorporated
Samsara Inc.
livermore.gif
Bethany_proxy.jpg
Bethany J. Mayer
62
2023
Executive Advisor, Siris Capital Group
Former Executive VP, Corporate Development and Technology, Sempra Energy
Former President and CEO, Ixia, Inc.
Former SVP, General Manager at Hewlett-Packard Company (now HP, Inc. and Hewlett Packard Enterprise Company)
IT/Technology
Energy
Sempra Energy
Box Inc.
LAM Research Corporation
noski.gif
Charles H. Noski
71
2020
Former CFO and Vice Chairman, Bank of America Corporation
Former CFO, Northrop Grumman Corporation
Former CFO and Vice Chairman, AT&T Corporation
Former President and COO, Hughes Electronics Corporation
Telecommunications
Aerospace & Defense
Financial Services
Booking Holdings Inc.
Raymond E. Ozzie
68
2015
CEO, Blues Wireless Inc.
Former Chief Software Architect and Chief Technical Officer, Microsoft Corporation
IT/Technology
Communications
None
ozzie.gif
reiner.gif
Gary M. Reiner
69
2015
Operating Partner, General Atlantic LLC
Former SVP and Chief Information Officer, General Electric Company
Former Partner, Boston Consulting Group, Inc.
IT/Technology
Financial Services
Citigroup, Inc.
russo2.gif
Patricia F. Russo
71
2015
Former CEO, Alcatel-Lucent, S.A.
Automotive
Manufacturing
Distribution
IT/Technology
General Motors Company
KKR & Co. Inc.
Merck & Co., Inc.
Employee director
Antonio F. Neri
56
2018
President and CEO, Hewlett Packard Enterprise Company
IT/Technology
Healthcare
Elevance Health, Inc.
neri.gif
HPE 2024 PROXY STATEMENT
41

Proposals to be voted on
Hewlett Packard Enterprise Company Board of Directors skills and qualifications
Our Board selected the nominees based on their diverse set of backgrounds, skills, and experiences, which align with our business strategy and contribute to the effective oversight of HPE.
274275276
100%100%100%
Business development
and strategy
Business ethics
Executive level
leadership
The following includes a skills and qualifications matrix highlighting many of the key experiences and competencies our directors bring to the Company.
names-11.jpg
names-12.jpg
names-13.jpg
names-14.jpg
names-15.jpg
names-16.jpg
names-17.jpg
names-18.jpg
names-19.jpg
names-20.jpg
names-21.jpg
names-22.jpg
Business development and strategy: Experience in setting and executing corporate strategy is critical to the successful planning and execution of our long-term vision.
Business ethics: Dedication to the highest levels of ethics and integrity within the enterprise context underpins the holistic commitment of HPE to operate with integrity.
Executive level leadership: Experience in executive positions within business enterprises is key to the effective oversight of management.
Growth and transformation: Experience with significant corporate growth and transformation provides valuable insights for our evolving business.
Extensive industry leadership: Experience at the executive level in the technology sector enhances our Board’s understanding of our strategy, market dynamics, operations, and its ability to effectively oversee management.
42
HPE 2024 PROXY STATEMENT

Proposals to be voted on
names-11.jpg
names-12.jpg
names-13.jpg
names-14.jpg
names-15.jpg
names-16.jpg
names-17.jpg
names-18.jpg
names-19.jpg
names-20.jpg
names-21.jpg
names-22.jpg
Global: Experience operating and managing international enterprises, residence abroad, and studying other cultures enables oversight of how HPE navigates a global marketplace.
Risk and compliance: Experience identifying, mitigating, and managing a broad range of risks across an enterprise helps effective oversight of our Enterprise Risk Management program.
Operations: Experience successfully managing complex operations, such as supply chain or manufacturing, helps optimize our business and enhance our readiness.
Investment: Strong financial acumen and corporate investment experience underlies our capital allocation decisions and promotes consideration of an investor’s view of our business in Board discussions.
Financial and audit: Experience in accounting, its governing rules, audit functions, analyzing financial statements, and overseeing budgets is key to the Board’s oversight of our financial reporting and functions.
Human capital management: Experience in human capital management in large organizations helps our Board oversee succession planning, corporate culture, talent development, and our executive compensation program.
Technological innovation: Technical understanding of leading technologies, such as software/hardware development, manufacturing, and cloud computing is essential to understanding our business strategy and our opportunities to incorporate emerging technologies.
Cybersecurity: Experience understanding and navigating the cybersecurity threat landscape in our business and that of our customers is critical to an effective risk management program.
Legal, regulatory, and public policy: Experience in government positions or setting and analyzing public policy, legislative, and administrative priorities offers insight in the regulatory environments in which we operate.
Environmental, social, and governance
Environmental: Experience in environmental and sustainability topics strengthens the Board’s oversight of our strategic business imperatives and long-term value creation for stockholders in an environmentally sustainable manner.
Social: Experience advocating for gender and racial equality, human rights, and effective corporate citizenship contributes to our ability to remain at the forefront of ensuring social justice, diversity, equity and inclusivity.
Public company board governance: Experience on other public company boards provides insight into the dynamics and operations of a corporate board, the relationship between a board to senior management and stockholders, and the oversight of strategic, operational, and corporate governance-related matters.
HPE 2024 PROXY STATEMENT
43

Proposals to be voted on
pamela.gif
Public directorships*
Enbridge Inc.
Broadridge Financial Solutions, Inc.
Former service**
CSX Corporation
whiteblankspace-29.jpg
Pamela L. Carter
Recent career
Ms. Carter served as the President of Cummins Distribution Business, a global division of Cummins Inc., a Fortune 500 company focused on diesel and natural gas engine and related technology design, manufacture, and distribution company, from 2008 until her retirement in 2015. Prior to that, Ms. Carter served as Vice President and then President of Cummins Filtration, from 2005 to 2008. From 2000 to 2003, Ms. Carter served as Vice President and General Manager, EMEA at Cummins. Prior to that, Ms. Carter served as Vice President, General Counsel, and Corporate Secretary of Cummins from 1997 to 2000. In 1992, Ms. Carter was elected state attorney general of Indiana, becoming the first African American female to be elected to that office in the United States, serving until 1997.
Committee membership: Audit; HR and Compensation (chair)
HPE director since: 2015
Impact
Ms. Carter brings a wealth of experiences to the HPE Board following a trailblazing career including becoming the first African American woman ever elected as a state attorney general, and subsequently executive officer of Cummins. Ms. Carter also benefits the Board with her comprehensive legal experience in both the public and private sectors, bringing insightful perspective of regulatory and policy knowledge into a business setting. Her experience with issues surrounding global trade, international business strategy and operations, and corporate transformations from her prior leadership of a complex design and manufacturing business are also valuable assets to the Board.
Skills and qualifications
Business development and strategy
Business ethics
Cybersecurity
Environmental
Executive level leadership
Extensive industry leadership
Financial and audit
Global
Growth and transformation
Human capital management
Legal, regulatory, and public policy
Operations
Public company board governance
Risk and compliance
Social
*    Enbridge Inc. is a global energy infrastructure company, and Broadridge Financial Solutions, Inc. is a financial industry servicing company.
**    Within the last 5 years. CSX Corporation is a rail-based freight transportation company.
44
HPE 2024 PROXY STATEMENT

Proposals to be voted on
damelio.gif
Public directorships*
Catalent, Inc.
Humana Inc.
Zoetis, Inc.
whiteblankspace-29.jpg
Frank A. D’Amelio
Recent career
Mr. D’Amelio served as Executive Vice President and Chief Financial Officer (“CFO”) at Pfizer Inc. (“Pfizer”), a research-based global biopharmaceutical company, from December 2010 until his retirement in May 2022, during which time he had periods of additional responsibility over business operations and global supply chain. Prior to that, Mr. D’Amelio served as Senior Vice President and CFO from 2007 to December 2010 at Pfizer. Before joining Pfizer, Mr. D’Amelio served as Senior Executive Vice President of Business Operations and Integrations of Alcatel-Lucent, a communications company, from December 2006 to August 2007, along with various senior leadership roles at Lucent Technologies, Inc. prior to that, notably as CFO from 2001 to 2005 and as Chief Operating Officer from 2005 to 2006.
Committee membership: Audit; Finance and Investment
HPE director since: 2023
Impact
Mr. D’Amelio contributes valuable insights into financial, operational, strategic, and transformation-related matters, from his in-depth experiences leading and managing large companies in the pharmaceutical and telecommunication technology industries. He exhibits fluency and familiarity with financial statements, public company audit functions, controllership, financial planning and treasury operations, making him a great asset to our Board and both the Audit Committee and Finance and Investment. He also brings seasoned experience helping large global companies navigate global supply chain issues and complex transformations, which we believe will be instrumental for our business resilience efforts and transformation journey.
Skills and qualifications
Business development and strategy
Business ethics
Executive level leadership
Extensive industry leadership
Financial and audit (audit committee financial expert)
Global
Growth and transformation
Human capital management
Investment
Operations
Public company board governance
Risk and compliance
Social
* Catalent, Inc. is a pharmaceutical and biotechnology company, Humana Inc. is a healthcare insurance company, and Zoetis, Inc. is a pharmaceutical and medical treatment company.
HPE 2024 PROXY STATEMENT
45

Proposals to be voted on
dugan.gif
Public directorships*
Siemens AG
Former service**
Varian Medical Systems, Inc.
Zynga Inc.
whiteblankspace-29.jpg
Regina E. Dugan
Recent career
Dr. Dugan has served as the President and Chief Executive Officer of Wellcome Leap Inc., a U.S. non-profit organization supporting discovery and innovation for the benefit of human health, since April 2020. Prior to that, Dr. Dugan served as Vice President, Engineering at then-Facebook Inc.’s Building 8 from 2016 to 2018, and Vice President of Engineering at then-Google Inc.’s Advance Technology and Projects from 2012 to 2016. From 2009 to 2012, Dr. Dugan served as the 19th Director of the Defense Advanced Research Projects Agency (“DARPA”), and was the first woman to lead the agency. Prior to that, Dr. Dugan served in various private high tech commercial roles and public roles in the US Department of Defense and the National Aeronautics and Space Administration.
Committee membership: Technology
HPE director since: 2022
Impact
Dr. Dugan’s leadership in both business and government, driving innovation and breakthroughs in advanced technologies, and deep technical experience with technology companies are attributes that we believe meaningfully contribute to our Board’s ability to oversee our technological and strategic transformation. She brings a developer mindset with engineering experience, which offers our Board unique perspectives to better understand emerging technology disciplines, such as cloud computing and AI. Further, as former Director of DARPA and senior executive in global technology companies, Dr. Dugan adds valuable insights on cybersecurity matters and cutting-edge technological research & development to our Board.
Skills and qualifications
Business development and strategy
Business ethics
Cybersecurity
Executive level leadership
Extensive industry leadership
Global
Growth and transformation
Investment
Legal, regulatory, and public policy
Operations
Public company board governance
Risk and compliance
Social
Technological innovation
*    Siemens AG is a multinational conglomerate corporation focusing on digitalization, electrification and automation for the process and manufacturing industries.
**    Within the last 5 years. Varian Medical Systems, Inc. is a medical treatment and software company, and Zynga Inc. is a social video game services company.
46
HPE 2024 PROXY STATEMENT

Proposals to be voted on
hobby.gif
Public directorships*
Integer Holdings Corporation
Texas Instruments Incorporated
whiteblankspace-29.jpg
Jean M. Hobby
Recent career
Ms. Hobby served as a Global Strategy Partner at PricewaterhouseCoopers LLP (“PwC”) from 2013 until her retirement in June 2015. Prior to that, Ms. Hobby served as PwC’s Technology, Media and Telecom Sector Leader from 2008 to 2013 and its Chief Financial Officer from 2005 to 2008. Ms. Hobby joined PwC in 1983 and became a partner in 1994.
Committee membership: Audit (chair)
HPE director since: 2019
Impact
From her senior leadership roles at PwC, including as Global Strategy Partner and CFO, Ms. Hobby brings deep expertise in finance, strategic planning, and technology to the Board. In addition, with her strong experience in audit- and financial control-related matters, she helps drive the Board’s and Audit Committee’s robust exercise of their numerous oversight responsibilities.
Skills and qualifications
Business development and strategy
Business ethics
Executive level leadership
Financial and audit (audit committee financial expert)
Global
Operations
Public company board governance
Risk and compliance
*    Integer Holdings Corporation is a medical device manufacturing company, and Texas Instruments Incorporated is a designer of semiconductors.

HPE 2024 PROXY STATEMENT
47

Proposals to be voted on
lane.gif
Public directorships*
Beyond Meat, Inc.
whiteblankspace-29.jpg
Raymond J. Lane
Recent career
Mr. Lane has served as Managing Partner of GreatPoint Ventures, a venture firm focused on early stage enterprise and digital health technologies, since April 2014. Prior to that, Mr. Lane served as executive Chairman of Hewlett-Packard Company from September 2011 to April 2013 and as non-executive Chairman of Hewlett-Packard Company from November 2010 to September 2011. Until December 2019, Mr. Lane served as Managing Partner of Kleiner Perkins, a private equity firm, after having previously served as one of its Managing Partners from 2000 to 2013. Prior to joining Kleiner Perkins, Mr. Lane was President, Chief Operating Officer, and Director of Oracle Corporation, a software company. Before joining Oracle in 1992, Mr. Lane was a senior partner of Booz Allen Hamilton, Inc., a consulting company. Prior to Booz Allen Hamilton, Mr. Lane served as a division vice president with Electronic Data Systems Corporation, an IT services company that Hewlett-Packard Company acquired in August 2008. Mr. Lane served as Chairman of the Board of Trustees of Carnegie Mellon University from July 2009 to July 2015. He also serves on the Board of Special Olympics International.
Committee membership: Technology
HPE director since: 2015
Impact
Mr. Lane brings with him a wide variety of corporate experiences: everything from an early stage venture capital investor, principally in the information technology industry, to an executive of a multinational public technology company. Drawing on these experiences from a career leading large technology enterprises spanning several decades, Mr. Lane provides the Board insight into worldwide operations, management, and the development of a winning corporate strategy, which are valuable for navigating HPE’s transformation journey in a quickly changing technology industry.
Skills and qualifications
Business development and strategy
Business ethics
Cybersecurity
Environmental
Executive level leadership
Extensive industry leadership
Global
Growth and transformation
Investment
Public company board governance
Technological innovation
*    Beyond Meat, Inc. is a producer of plant-based meat substitutes.
48
HPE 2024 PROXY STATEMENT

Proposals to be voted on
livermore.gif
Public directorships*
QUALCOMM Incorporated
Samsara Inc.
Former service**
United Parcel Service, Inc.
whiteblankspace-29.jpg
Ann M. Livermore
Recent career
Ms. Livermore served as Executive Vice President of the Hewlett-Packard Company’s Enterprise Business from 2004 until June 2011, and served as an Executive Advisor to our Chief Executive Officer between then and 2016. Prior to that, Ms. Livermore served in various other positions at Hewlett-Packard Company in marketing, sales, research and development, and business management since joining the Company in 1982.
Committee membership: Finance and Investment; Nominating, Governance and Social Responsibility
HPE director since: 2015
Impact
Ms. Livermore brings extensive operational experience in senior leadership positions from nearly 35 years at Hewlett-Packard Company and Hewlett Packard Enterprise. Her tenure provides the Board vast in-house knowledge and experience in the areas of technology, marketing, sales, research and development, and business management, as well as provides senior management with insightful leadership.
Skills and qualifications
Business development and strategy
Business ethics
Executive level leadership
Extensive industry leadership
Global
Growth and transformation
Human capital management
Operations
Public company board governance
Risk and compliance
Social
*    Qualcomm Incorporated is a semiconductor and telecommunications equipment company, and Samsara Inc. is a software and technology company.
** Within the last 5 years. United Parcel Service, Inc. is a package delivery and logistics company.
HPE 2024 PROXY STATEMENT
49

Proposals to be voted on
Bethany_proxy.jpg
Public directorships*
Sempra Energy
Box Inc.
LAM Research Corporation
Former service**
Marvell Technology, Inc.