Ann Livermore
Hewlett Packard EnterpriseAbout Ann M. Livermore
Ann M. Livermore, age 66, has served on HPE’s board since 2015 and is an independent director under NYSE and HPE standards. She previously served nearly 35 years at Hewlett-Packard/HPE, including as Executive Vice President of HP’s Enterprise Business (2004–2011) and later as Executive Advisor to HPE’s CEO (2011–2016), bringing deep operating and technology leadership to the board. Her board roles at HPE include the Finance & Investment Committee and the Nominating, Governance & Social Responsibility Committee, aligning with capital allocation, investor relations, governance, and sustainability oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett-Packard Company | Executive Vice President, Enterprise Business | 2004–2011 | Led enterprise business operations, providing extensive operating experience relevant to HPE’s strategy . |
| Hewlett Packard Enterprise | Executive Advisor to CEO | 2011–2016 | Senior leadership counsel to CEO, enhancing continuity and strategic execution . |
| Hewlett-Packard Company/HPE | Various roles in marketing, sales, R&D, business management | Since 1982 (prior to 2016 advisory role) | Broad functional leadership spanning technology, GTM and operations . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| QUALCOMM Incorporated | Director | Current | Semiconductor and telecom equipment company . |
| Samsara Inc. | Director | Current | Software and technology company . |
| United Parcel Service, Inc. | Director | Former (within last 5 years) | Package delivery and logistics; former service noted by HPE . |
Board Governance
- Independence: The board determined Livermore and all non‑employee directors are independent under HPE and NYSE standards; Mr. Neri (CEO) is not independent .
- Committee assignments: Finance & Investment Committee (FIC) member; Nominating, Governance & Social Responsibility (NGSR) Committee member .
- FIC scope: Oversees capital structure, liquidity, borrowings, derivatives, M&A policy/transactions, and investor relations strategy .
- NGSR scope: Oversees corporate governance, stockholder concerns, public policy and political engagement, sustainability (“Living Progress”), board evaluations, director nominations, independence, and board leadership structure .
- Attendance: FY2024 board held 7 meetings; committees held 35; average attendance ~96%; all directors met at least 78% attendance; three executive sessions of non‑management directors held .
- Overboarding limits: Directors generally limited to ≤4 other public company boards (≤2 if serving as a public-company CEO); all directors compliant .
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non‑employee director cash retainer . |
| Chair/Committee chair fees | $0 | Not a chair; no chair fees . |
| Meeting fees | $0 | Meeting fees payable only for meetings beyond ten per year; none reported for Livermore . |
| Total cash (FY2024) | $115,000 | As reported in the director compensation table . |
- Program design (board year 2024): Annual cash retainer $115,000; annual equity retainer $240,000 in RSUs; meeting fees $2,000 beyond ten per year; committee chair fees up to $30,000 depending on committee; Board Chair fee $200,000; directors may elect to receive cash fees in stock and/or defer awards .
Performance Compensation
| Equity Award | Grant Value | Units Granted | Vesting | Dividend Equivalents | Clawback |
|---|---|---|---|---|---|
| RSUs (Annual equity retainer) | $240,000 | 14,068 | RSUs vest at the earlier of next annual meeting or one year after grant; directors can defer . | Dividends accrue and are payable only upon vesting; no dividends on options/SARs . | All awards subject to clawback per law and HPE policy (discretionary over performance‑ and time‑based awards) . |
- Performance metrics: Non‑employee director annual RSUs are time‑based; performance criteria listed under the 2021 Plan apply to employee awards, not to director annual RSUs .
Other Directorships & Interlocks
| Company | Relationship to HPE | Notes |
|---|---|---|
| QUALCOMM Incorporated | Current external board | HPE’s independence review considered transactions with entities associated with independent directors or family members; board concluded such relationships did not exceed materiality thresholds and did not impair independence . |
| Samsara Inc. | Current external board | Same independence review conclusion as above . |
| United Parcel Service, Inc. | Former external board (within last 5 years) | Independence review encompassed directors’ affiliations broadly; board concluded independence retained . |
- Board policy: Limits on other public board service (≤4, or ≤2 if CEO at a public company); all directors compliant, including Livermore .
Expertise & Qualifications
- Skills: Business development and strategy; executive leadership; extensive technology industry leadership; global operations; growth and transformation; human capital management; operations; public company board governance; risk and compliance; social/ESG .
Equity Ownership
| Beneficial Ownership (as of Dec 31, 2024) | Amount | Notes |
|---|---|---|
| Common shares owned | 189,568 | Less than 1% of outstanding shares (1,313,212,053); includes 175,851 shares held indirectly via a trust with spouse . |
| Director stock awards outstanding | 14,245 | RSUs outstanding at FY2024 year-end, including dividend equivalent units . |
| Ownership guidelines | Met | Non‑employee directors must hold ≥5x annual cash retainer ($575,000) within 5 years; all with >5 years of service have met, including Livermore (director since 2015) . |
| Anti‑hedging/pledging | Prohibited | HPE policy prohibits hedging and, with limited exceptions, holding in margin accounts or pledging HPE stock . |
Governance Assessment
- Committee fit: Livermore’s deep operating and enterprise technology background aligns with FIC’s capital allocation/M&A oversight and NGSR’s governance/sustainability remit, supporting board effectiveness in strategic and oversight functions .
- Independence and conflicts: The board’s formal independence review concluded Livermore’s external board affiliations and any ordinary‑course transactions do not impair independence; she is independent under HPE/NYSE standards, mitigating conflict risk .
- Engagement/attendance: The board’s overall ~96% attendance in FY2024 and use of executive sessions indicate robust engagement; scheduling and overboarding limits reinforce effectiveness and director capacity .
- Pay and alignment: Livermore’s FY2024 compensation comprised $115,000 cash and $240,000 RSUs, with RSUs subject to vesting, dividend deferral until vesting, and clawback—factors that promote alignment and guard against shareholder‑unfriendly features (e.g., no liberal recycling; no option/SAR dividends; no repricing without shareholder approval) .
RED FLAGS: None evident. HPE policies prohibit hedging/pledging; director compensation is modest and capped; independence review addressed potential related‑party exposures; attendance metrics strong .
Director Compensation (FY2024 detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ann M. Livermore | 115,000 | 240,000 | 355,000 |
Additional detail:
- Annual cash retainer received: $115,000; no chair or additional meeting fees .
- RSUs granted: 14,068 units; grant date fair value $240,000; stock awards outstanding at year‑end: 14,245 units (incl. dividend equivalents) .
HPE Director Compensation Structure (Context)
| Pay Component | Director Compensation | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | May elect 100% in HPE stock; can defer . |
| Annual equity retainer | $240,000 RSUs | Standard for non‑employee directors; can defer . |
| Committee chair fees | $20,000–$30,000 | Audit $30k; HRC $25k; others $20k; not applicable to Livermore . |
| Meeting fees beyond 10 | $2,000 per meeting | Board and per-committee beyond ten . |
| Ownership guideline | 5x cash retainer | Should be met within 5 years of election . |
Related Party Transactions & Policies (Conflict Controls)
- NGSR Committee reviews/approves related person transactions >$120,000 with material interest; pre‑approved categories and thresholds limit routine relationships; FY2024 transactions were arm’s‑length with no material direct/indirect interests for directors .
- Independence review covered transactions since FY2022 with entities tied to independent directors; conclusions affirmed independence for non‑employee directors including Livermore .
Say‑on‑Pay & Shareholder Feedback (Context)
- Recent advisory votes on executive compensation received broad support: 89.9% (FY2022) and 90.9% (FY2023), informing HRC’s view of shareholder alignment with pay philosophy .