Antonio Neri - Chief Executive Officer | Hewlett Packard Enterprise (HPE) Executive Profile & Compensation

About Antonio Neri

Antonio F. Neri is President and CEO of Hewlett Packard Enterprise (HPE), serving as CEO since February 2018 and as an HPE director since 2018; he is not independent due to his executive role and holds no board committee assignments . He is 57 years old . Under his leadership, HPE discloses pay-versus-performance metrics showing HPE total shareholder return (TSR) value of a $100 investment rising to $256 by FY2024 (measurement period beginning Oct 31, 2020), with FY2024 GAAP net earnings of $2,579M and non-GAAP net earnings of $2,655M . HPE maintains an independent Chair structure (Patricia F. Russo), separating Chair and CEO roles, which mitigates dual-role governance concerns .

Past Roles

Organization	Role	Years	Strategic impact
HPE	President & CEO	2018–present	Oversaw development of innovations (HPE Apollo, Superdome X, Synergy) and strategic acquisitions (e.g., Aruba, SGI, Nimble, Cray, Silver Peak, Zerto) to advance HPC/AI and hybrid cloud strategy .
HPE	President	2017–2018	Executive leadership of company operations prior to CEO transition .
HPE	EVP & GM, Enterprise Group	2015–2017	Drove enterprise portfolio strategy across servers, storage, networking and services .
HP Co. (pre-split)	EVP & GM, Enterprise Group	2014–2015	Led enterprise businesses through separation planning .
HP Co.	SVP & GM, Servers; concurrently SVP & GM, Networking	2013–2014; Networking concurrently in 2014	Managed core compute and networking product lines .
HP Co.	SVP & GM, Technology Services	2011–2013	Led global services organization .
HP Co.	VP, Customer Services, Personal Systems Group	2007–2011	Customer support leadership; joined HP in 1996 .

External Roles

Organization	Role	Years	Notes
Elevance Health, Inc.	Director	Current	Listed as Antonio Neri’s other current public company board; committee roles not disclosed in HPE proxy .

Fixed Compensation

Metric	FY2022	FY2023	FY2024
Base Salary ($)	1,275,000	1,300,000	1,300,000
Target Annual Incentive (% of salary)	—	—	200% (Target $2,600,000; threshold $780,000; max $5,200,000)
Actual Annual Incentive Paid ($)	2,352,980	3,053,361	2,350,318
PfR Actual Payout (% of target)	—	—	90% and payout formula disclosed (Corporate/BU performance and MBO modifier)

Notes: FY2024 annual incentive is determined by Base Salary × Target Incentive % × Corporate/BU performance % × MBO modifier; Neri’s FY2024 MBO modifier was 120% and the actual payout equaled 90% of target, amounting to $2,350,318 .

Performance Compensation

Long-term Incentive Grants (FY2024 cycle)

Award type	Grant date	Shares/Units	Grant-date fair value ($)	Vesting schedule	Performance measures
RSU (annual)	12/7/2023	496,278	8,000,001	1/3 each year over 3 years, service-based	N/A
PARSU (annual)	12/7/2023	Target 496,278; Threshold 198,511; Max 992,556	8,136,478 (probable)	50% after 2-year period; 50% after 3-year period, subject to performance and service	Non-GAAP net income growth (internal goals) with ±20% TSR modifier vs S&P 500

FY2023 PARSU Segment One Payout (performance period ended Oct 31, 2024)

Component	Result
Non-GAAP net income growth (2-year avg achievement)	100.0% of target (FY2023 achieved 200%; FY2024 0% after baseline revision due to partial H3C divestiture; two-year average 100%)
Relative TSR vs S&P 500	66th percentile ⇒ 1.079x modifier
Final payout	107.9% of target

Pay-for-performance structure (select governance features)

Clawbacks: Mandatory restatement-based recovery for Section 16 officers; broader discretionary clawback for misconduct beyond NYSE requirements .
No options/repricing: HPE did not grant options under the 2021 Plan and prohibits option/SAR repricing without stockholder approval .
FY2025 annual incentive design change: 80% based on HPE revenue, non-GAAP operating profit (earnings from operations), and ARR; 20% individual MBO; LTI program consistent with FY2024 .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (12/31/2024)	2,085,726 HPE shares; less than 1% of outstanding shares
Unvested RSUs (as of 10/31/2024)	148,055 (12/9/2021 grant; $2,885,592), 312,726 (12/8/2022; $6,095,030), 510,163 (12/7/2023; $9,943,077)
Unearned PARSUs outstanding	243,373 (12/8/2022; $4,743,340), 510,163 (12/7/2023; $9,943,077); all values at $19.49 close on 10/31/2024
Options	Neri and NEOs hold no options
Ownership guidelines	CEO must hold 7× base salary; all NEOs met or are on track; guidelines include directly held shares, 401(k) shares, unvested time-based RSUs (options and unvested PARSUs excluded)
Hedging/pledging	Hedging prohibited; pledging and margin accounts generally prohibited for executives and directors

Implications: A sizable pipeline of time-based RSU and PARSU settlements through FY2026 suggests periodic sale capacity once awards vest; absence of options reduces exercise-driven selling pressure, and anti-hedging/pledging policies reduce alignment risk .

Employment Terms

Scenario (as of 10/31/2024)	Cash severance	RSUs	PARSUs	Total
Not for cause	7,807,444 (2.0× base + 3-yr avg bonus, subject to cap)	8,476,820	7,305,174	23,589,438
Change in control + qualifying termination (double trigger)	7,807,444	18,923,699 (full acceleration)	14,686,417 (target/greater of actual vs pro rata per terms)	41,417,560

Key provisions:

Severance Plan for Executive Officers (SPEO): CEO multiple 2.0× base plus 3-year average annual incentive; pro-rata annual bonus; pro-rata equity vesting where applicable; lump-sum COBRA stipend (18× premium differential) .
Change in control: Double-trigger equity vesting; if awards are not assumed in a non-survivor CIC, acceleration occurs at transaction close with PARSUs at greater of actual vs pro-rata target .
Retirement eligibility: Upon retirement (age/service thresholds), time-based RSUs continue vesting on schedule; PARSUs vest at end of period subject to final performance; Neri eligible for Netherlands-related pension programs referenced by HPE .

Board Governance

Role and independence: Neri is CEO and an employee director; he is not independent. HPE’s Board is led by independent Chair Patricia F. Russo; all committees are entirely independent, and CEO does not serve on committees, addressing CEO–Chair dual-role concerns .
Board service: Neri has served on HPE’s board since 2018; overall board/committee attendance rate was ~96% in FY2024 (aggregate statistic) .
Director pay: As CEO, Neri receives no additional compensation for board service .

Director Compensation (for context; CEO as director)

Item	Detail
CEO director fees	Not paid; CEO receives no separate compensation for board service

Compensation Structure Analysis

Feature	Observation
Cash vs equity mix	Majority “at-risk” and equity-based; 90%+ of CEO target total direct compensation is at-risk (per CD&A narrative) .
Shift to RSUs vs options	HPE grants RSUs and PARSUs; no stock options granted under 2021 Plan; reduces exercise-price leverage risk .
Performance metrics	PARSUs tied to multiyear non-GAAP net income growth with TSR modifier; FY2025 annual bonus to be aligned to revenue, non-GAAP operating profit, and ARR, plus MBO .
Metric adjustments	FY2024 included a modification to fiscal 2022 PARSU non-GAAP net income goal measurement and baseline revisions related to Russia/Belarus and H3C divestiture; highlights committee discretion and design flexibility .
Clawbacks and policies	Robust clawback, anti-hedging/pledging, double-trigger CIC; no repricing .
Peer benchmarking	HRC Committee targets pay around market median; uses FW Cook as independent consultant; annual peer review .

Say-on-Pay & Shareholder Engagement

Advisory vote: Board recommends FOR the executive compensation program; HPE emphasizes engagement and governance best practices .
Board outreach and virtual annual meeting infrastructure detailed; continuous engagement program cited .

Related Party Transactions and Red Flags

Related party transactions: NGSR Committee oversight with policies; HPE reports FY2024 related transactions were arm’s length; no material executive-related conflicts disclosed .
Risk indicators: Anti-hedging/pledging, no options/repricing, robust clawback; no tax gross-ups; director/exec stock ownership guidelines .
Perquisites: FY2024 included limited perqs; Neri’s personal aircraft usage reported at $67,319; executive protection program initiated early FY2025 .

Expertise & Qualifications

Technical/operator background: More than two decades at HP/HPE; led major product platforms and acquisitions in HPC, networking, and storage; broad strategic and operational expertise across enterprise IT .
Board skills matrix: Neri’s skills span business development, executive leadership, operations, technological innovation, risk and compliance, among others .

Equity and Compensation Tables (Selected Multi-Year)

Year	Stock awards ($)	Non-equity incentive ($)	All other comp ($)	Total ($)
FY2022	13,386,710	2,352,980	351,675	17,366,365
FY2023	15,577,803	3,053,361	135,385	20,066,549
FY2024	17,646,855 (incl. PARSU modification charge)	2,350,318	78,799	21,411,197

Employment & Contracts Snapshot

Element	Term
Executive employment agreements	HPE does not enter into individual executive employment agreements; relies on SPEO .
Non-compete/non-solicit	Not specifically disclosed in proxy; SPEO governs severance economics .
Deferred compensation/pension	Change in pension value for FY2024 reported at $35,225; references to Netherlands pension/IRG for Neri .

Investment Implications

Alignment and retention: Significant unvested RSUs and PARSUs create strong multi-year retention hooks; 7× salary ownership guideline and anti-hedging/pledging policy support alignment with shareholders .
Selling pressure: The three-year RSU vesting cadence and 2/3-year PARSU schedules imply periodic settlement-related liquidity needs; absence of options reduces forced exercise-driven supply .
Change-in-control costs: Double-trigger vesting and 2.0× cash multiple imply substantial CIC costs ($41.4M total modeled as of 10/31/2024), relevant for M&A scenarios and potential deal premiums .
Pay-for-performance: Multiyear PARSU design tied to non-GAAP net income and TSR; FY2023 PARSU segment paid at 107.9%, demonstrating payout sensitivity to both internal growth and market-relative returns .
Governance quality: Independent Chair, fully independent committees, robust clawbacks, and no option repricing limit governance risk signals often scrutinized by investors .