Charles Noski
Hewlett Packard EnterpriseAbout Charles H. Noski
Independent director (age 72) serving on HPE’s Board since 2020; former Vice Chairman and CFO of Bank of America, CFO of Northrop Grumman and AT&T, and President/COO of Hughes Electronics, with early career at Deloitte & Touche (partner). Core credentials include deep finance, accounting, capital markets, risk oversight, and large‑company operational leadership; at HPE he chairs the Finance & Investment Committee and serves on the Nominating, Governance & Social Responsibility Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Corporation | Vice Chairman | Jun 2011–Sep 2012 | Senior leadership; capital management and risk oversight |
| Bank of America Corporation | CFO | May 2010–Jun 2011 | Finance leadership; accounting and capital markets |
| Northrop Grumman Corporation | CFO | 2003–2005 | Enterprise finance and audit oversight |
| Northrop Grumman Corporation | Board Director | 2002–2005 | Board governance and risk oversight |
| AT&T Corporation | CFO; Vice Chairman | CFO 1999–2002; Vice Chairman 2002 | Restructuring, capital markets, finance leadership |
| Hughes Electronics Corporation | President, COO, Board Director | 1990–1999 | Operations leadership; large‑scale business execution |
| Deloitte & Touche LLP | Partner (joined 1973) | Through 1990 | Audit and accounting expertise |
External Roles
| Organization | Role | Status |
|---|---|---|
| Booking Holdings Inc. | Director | Current |
| Wells Fargo & Company | Director | Former service within last 5 years |
Board Governance
- Committee assignments: Chair, Finance & Investment Committee; Member, Nominating, Governance & Social Responsibility Committee .
- Independence: Board determined Noski has no material relationship with HPE and is independent under HPE and NYSE standards .
- Attendance and engagement: FY2024 Board held 7 meetings; committees held 35 (FIC met 6 times). Directors averaged ~96% attendance; all directors attended ≥78% of Board/committee meetings; Board conducts executive sessions and participates in direct stockholder outreach .
Fixed Compensation
| Component (FY2024) | Amount/Detail |
|---|---|
| Annual cash retainer | $115,000 |
| Committee chair fee (FIC) | $11,667 (portion of board year across FY2024) |
| Additional meeting fees | $0 (no fees reported for >10 meetings) |
| Annual equity retainer (RSUs) | $240,000 grant date fair value |
| RSUs granted during FY2024 | 14,068 units |
| Director ownership guideline | 5× cash retainer = $575,000 expected within 5 years of election |
Notes:
- Directors may elect to receive cash retainers in stock and may defer RSUs/stock until termination of Board service .
- Noski’s FY2024 total director compensation: $366,667 (cash + stock awards) .
Performance Compensation
- HPE non‑employee director pay is not performance‑based; equity awards are time‑vested RSUs, with dividend equivalents; no options, bonuses, or performance metrics are disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship to HPE | Independence/Conflict View |
|---|---|---|
| Various counterparties (where HPE did ordinary‑course business over past 3 years) | Noski or immediate family is/was non‑employee director/trustee/advisory board member | Transactions were ordinary course; amounts did not exceed the greater of $1M or 2% of the counterparty’s revenues; Board affirmed independence . |
Expertise & Qualifications
- Business development/strategy; executive leadership; extensive industry leadership; finance & audit; global operations; investment; risk & compliance; public company board governance .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership | 73,987 shares; elected to defer receipt until termination of Board service |
| Shares outstanding reference | 1,313,212,053 as of Dec 31, 2024 |
| Ownership as % of outstanding | ~0.006% (73,987/1,313,212,053; derived from cited inputs) |
| RSUs outstanding at FY2024 end | 63,487 units (includes dividend equivalents) |
| Ownership guideline compliance | HPE states all non‑employee directors with >5 years’ service have met guidelines; those <5 years have met or are on track (general disclosure) |
| Hedging/pledging | Prohibited for directors under HPE policy (anti‑hedging/anti‑pledging) |
Governance Assessment
- Strengths: Seasoned finance executive with audit/accounting depth; chairs capital allocation and treasury oversight (FIC)—critical for investor confidence in balance sheet discipline and M&A; independence affirmed; director equity and deferral elections indicate alignment; robust Board processes for evaluations, risk, and stockholder engagement .
- Potential conflicts: Ordinary‑course transactions with entities tied to directors (including Noski) reviewed under HPE policy; amounts below materiality thresholds; independence maintained—no related‑party red flags identified in FY2024 .
- Attendance/engagement: High Board/committee attendance; FIC met 6 times in FY2024, suggesting active treasury/M&A oversight during the year .
- Compensation alignment: Standard market‑aligned director pay structure (cash + time‑vested RSUs); no pay anomalies, options, or performance metric gaming evident for directors; FW Cook serves as independent compensation consultant to HRC on director pay .
RED FLAGS: None evident in proxy disclosures regarding pledging, hedging, related‑party transactions above thresholds, or low attendance. Continued monitoring recommended for external board commitments and any evolving interlocks per HPE’s overboarding limits (≤4 other boards) and related‑party policies .