Frank D'Amelio
Hewlett Packard EnterpriseAbout Frank A. D’Amelio
Independent director of HPE since 2023; age 67. Former EVP & CFO of Pfizer (with additional responsibility for business operations and global supply chain), and prior senior roles at Alcatel‑Lucent/Lucent (CFO, COO). Currently serves on HPE’s Audit Committee and Finance & Investment Committee; the Board determined he is independent under NYSE and HPE standards.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pfizer Inc. | EVP & CFO; previously SVP & CFO | 2007–Dec 2010 (SVP & CFO); Dec 2010–May 2022 (EVP & CFO) | Periods of additional responsibility for business operations and global supply chain |
| Alcatel‑Lucent | Sr EVP, Business Operations & Integrations | Dec 2006–Aug 2007 | Communications company; transformation/integration leadership |
| Lucent Technologies | CFO; COO | CFO: 2001–2005; COO: 2005–2006 | Various senior leadership roles before Alcatel‑Lucent merger |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Humana Inc. | Director | Current | Public company board; healthcare insurance |
| Zoetis, Inc. | Director | Current | Public company board; pharmaceutical/animal health |
| Catalent, Inc. | Director | Former (within last 5 years) | Public company board; prior service |
Board Governance
- Committee assignments: Audit Committee member (all members designated financial experts); Finance & Investment Committee member. Not a chair of any HPE committee.
- Independence: Board determined D’Amelio (and all non‑employee directors) are independent under HPE and NYSE standards; review included transactions with Pfizer that were below materiality thresholds.
- Attendance and engagement: FY2024 Board held 7 meetings; committees held 35; average director attendance ~96%; all directors attended at least 78% of applicable meetings.
- Overboarding policy/compliance: Directors generally limited to ≤4 other public boards; Board states all directors are compliant; D’Amelio currently on two other public boards (Humana, Zoetis).
- Anti‑hedging/pledging: Directors prohibited from hedging and generally from pledging HPE stock; insider trading policy enforced.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | FY2024 compensation program; directors may elect to receive up to 100% in HPE stock and defer |
| Cash/fees earned by D’Amelio (FY2024) | $115,000 | Fees earned or paid in cash per director compensation table |
| Committee chair fees | N/A for D’Amelio | Chair fees apply only to committee chairs (Audit: $30k; HRC: $25k; others: $20k) |
| Meeting fees | $2,000 per board mtg >10; $2,000 per committee mtg >10 (per committee) | Paid in cash or elect stock; applies if exceeding thresholds |
| Chair of the Board fee | $200,000 | Not applicable to D’Amelio; shown for program completeness |
Performance Compensation
| Award Type | Grant Value | Vesting | Options | Performance Metrics | Deferral/Dividends |
|---|---|---|---|---|---|
| Annual equity retainer (RSUs) – D’Amelio | $240,000 | RSUs generally vest at next annual meeting or 1 year from grant; dividend equivalent units accrue | |||
| Non‑employee director equity awards (FY2024) | RSUs only | Time‑vested | None shown for directors in FY2024 tables | No director performance metrics disclosed; RSUs are time‑based | Directors can elect deferral of RSUs/stock until termination of Board service |
| 2021 Stock Plan practice | N/A (program‑wide context) | N/A | No stock options granted under 2021 Plan as of Feb 3, 2025 | Executive PSUs exist; not applicable to non‑employee director program | Registration S‑8 to be filed for plan amendment |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Humana Inc.; Zoetis, Inc. |
| Former public boards (recent) | Catalent, Inc. |
| HPE related‑party review | HPE transacted with Pfizer during past 3 fiscal years; amounts each year ≤ greater of $1M or 2% of Pfizer revenues; Board concluded no material relationship and independence preserved. |
| General interlocks context | Several directors serve on boards of entities that did ordinary‑course business with HPE; reviewed and deemed non‑material. |
Expertise & Qualifications
- Financial and audit expertise; designated audit committee financial expert; deep fluency with financial statements, controllership, FP&A, treasury.
- Global operations and supply chain experience; transformation and integration leadership from telecom and pharma sectors.
- Strategic capital allocation, M&A evaluation through Finance & Investment Committee role.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 21,175 shares | As of Dec 31, 2024; “*” denotes <1% |
| Shares outstanding (reference) | 1,313,212,053 | Basis for % calculation |
| Ownership as % of outstanding | ~0.0016% | Calculated from 21,175 / 1,313,212,053 (rounded); source figures cited |
| Director RSUs outstanding (FY2024 year‑end) | 31,976 units | Stock awards outstanding at fiscal year end (includes dividend equivalents) |
| Hedging/Pledging | Prohibited | Policy prohibits hedging and generally pledging by directors |
| Stock ownership guideline | 5× annual cash retainer ($575,000) | To be met within 5 years of election; includes deferred vested RSUs |
| Guideline compliance status | On track (<5 years service) | Company states all non‑employee directors with <5 years have either met or are on target; D’Amelio joined 2023 |
Governance Assessment
- Strengths: Independent director with audit financial expert designation; sits on Audit and Finance & Investment committees central to oversight of reporting, risk, capital allocation, and M&A; compensation mix emphasizes equity via time‑vested RSUs, plus strict anti‑hedging/pledging.
- Alignment: Annual equity retainer ($240k RSUs) and stock ownership guideline (5× $115k = $575k) create long‑term alignment; directors may defer equity until Board departure.
- Engagement: Board/committee cadence (7 Board, 35 committee meetings in FY2024) and ~96% average attendance support robust oversight and engagement.
- Potential conflicts: Prior Pfizer executive history reviewed under related‑party policy; HPE’s ordinary‑course transactions with Pfizer were below materiality thresholds; Board affirmed independence.
- Red flags: None disclosed regarding hedging/pledging, loans, related‑party transactions involving D’Amelio, or overboarding; current external boards (Humana, Zoetis) within policy limits.