Bethany Mayer
Hewlett Packard EnterpriseAbout Bethany J. Mayer
Bethany J. Mayer, age 63, has served as an independent director of HPE since 2023. She is a seasoned technology executive with prior CEO and senior GM roles, and recent advanced training in cybersecurity (MS, NYU, 2022) and AI technology/management (graduate certificate, UC Berkeley, 2023). She currently serves on HPE’s Audit and Technology Committees, bringing deep expertise in networking, high-speed communications, cybersecurity, and financial oversight as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siris Capital Group | Executive Advisor | Jan 2018 – Oct 2024 | Advised PE portfolio; technology strategy focus |
| Sempra Energy | EVP, Corporate Development & Technology | Nov 2018 – Jan 2019 | Corporate development/technology oversight |
| Ixia, Inc. | President & CEO | 2014 – Apr 2017 (acquired by Keysight in Apr 2017) | Led transformation through sale to Keysight |
| Hewlett‑Packard Company | SVP & GM, Networking | 2011 – 2014 | Led expansion of HP’s networking business |
| Hewlett‑Packard Company | VP, Marketing & Alliances, Enterprise Servers/Storage/Networking | 2010 – 2011 | Go‑to‑market leadership |
External Roles
| Company | Role | Current Status | Notes |
|---|---|---|---|
| Astera Labs, Inc. | Director | Current | Public board service |
| Box Inc. | Director | Current | Public board service |
| LAM Research Corporation | Director | Current | Public board service |
Board Governance
- Committee assignments: Audit Committee member and Technology Committee member; not a chair .
- Audit Committee credentials: Independent, financially literate, and designated as an “audit committee financial expert” alongside other audit members .
- Independence: Board affirmed Mayer has no material relationship with HPE and is independent under HPE and NYSE standards .
- Attendance: Board held 7 meetings and committees 35 in FY2024; overall average attendance ~96% with all directors ≥78% for meetings served .
- Overboarding risk: HPE limits directors to ≤4 other public company boards (≤2 if a sitting public company CEO); Mayer serves on 3, within policy .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non‑employee director cash retainer; paid quarterly |
| Committee chair fees | $0 | Not a committee chair; chair fees only for designated chairs |
| Meeting fees | $0 | Meeting fees apply only for meetings >10 per board/committee; none recorded for Mayer |
| Total fees earned (cash) FY2024 | $115,000 | FY2024 director compensation table |
Performance Compensation
| Equity Component | Grant Value | Units Granted | Vesting | Dividend Equivalents | Deferral Option | Performance Conditions |
|---|---|---|---|---|---|---|
| Annual equity retainer (RSUs) | $240,000 | 14,068 RSUs | RSUs generally vest on the earlier of next annual meeting or 1 year from grant | Directors receive dividend equivalent units on RSUs | Directors may defer up to 100% of RSUs/stock until termination of service | None; time‑based vesting only (no TSR/financial metrics) |
Other Directorships & Interlocks
| External Company | Relationship to HPE | Board Independence Conclusion |
|---|---|---|
| Various companies where HPE had ordinary‑course transactions (supplier/purchaser) involving non‑employee directors (including Mayer) over past 3 fiscal years | Transactions reviewed; amounts did not exceed the greater of $1M or 2% of the other company’s revenues in any of the last 3 fiscal years where applicable | Board determined these relationships do not impair independence or present material conflicts |
Expertise & Qualifications
- Technology/cybersecurity/AI: Networking and high‑speed communications leadership; MS in cybersecurity (NYU, 2022); AI technology/management certificate (UC Berkeley, 2023) .
- Financial oversight: Audit Committee member; audit committee financial expert .
- Executive leadership: CEO (Ixia), SVP/GM at HP; global operations experience .
- Public company board governance: Current director at Astera Labs, Box, LAM Research .
Equity Ownership
| Ownership Measure | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 12,164 shares; less than 1% of outstanding (based on 1,313,212,053 shares) |
| Outstanding stock awards (RSUs) at FY2024 year‑end | 14,245 units (includes dividend equivalents) |
| Director stock ownership guideline | 5x annual cash retainer ($575,000) within 5 years of election |
| Guideline compliance status (general) | Company states all non‑employee directors with <5 years of service are on target to meet guidelines; those >5 years have met |
| Hedging/pledging | Prohibited for directors (anti‑hedging; anti‑pledging/margin with limited exceptions) |
Governance Assessment
- Strengths: Independent director with dual committee service (Audit, Technology) and audit financial expert designation; strong technology/cybersecurity credentials with recent advanced study; robust board‑level attendance culture (~96% average), and firm alignment policies (5x retainer ownership guideline; anti‑hedging/pledging) .
- Compensation alignment: Balanced mix of cash retainer ($115,000) and time‑vested RSUs ($240,000) consistent with peer‑aligned director compensation and FW Cook’s benchmarking; no discretionary bonuses or performance‑metric equity for directors (reduces pay‑for‑performance risk but supports independence) .
- Interlocks/conflicts: Board reviewed ordinary‑course transactions involving directors’ other boards and found them immaterial and not independence‑impairing; Mayer’s three other public boards remain within HPE’s overboarding limits (≤4) .
- RED FLAGS: None identified in proxy disclosures regarding attendance shortfalls, pledging/hedging, related‑party transactions, or overboarding; no director‑specific performance pay anomalies disclosed .