Gary Reiner
Hewlett Packard EnterpriseAbout Gary M. Reiner
Gary M. Reiner (age 70) is an independent director of HPE since 2015. He chairs the Nominating, Governance and Social Responsibility (NGSR) Committee and serves on the Technology Committee. Reiner’s core credentials include enterprise IT leadership (former SVP & CIO at GE), private equity operating expertise (former Operating Partner at General Atlantic), and strategy consulting (former Partner at Boston Consulting Group) . He beneficially owns 105,738 HPE shares, largely held indirectly with his spouse, and is below 1% of outstanding shares; the Board affirms his independence under NYSE and HPE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Atlantic LLC | Operating Partner | Nov 2011–Dec 2024 | Private equity operating executive focused on IT; adds investor/portfolio rigor to board discussions |
| General Atlantic LLC | Special Advisor | Sep 2010–Nov 2011 | Transition advisory role pre-Operating Partner; informs capital allocation perspective |
| General Electric Company (GE) | SVP & Chief Information Officer | 1996–Mar 2010 | Led IT strategy/execution across global conglomerate; deep enterprise technology governance |
| Boston Consulting Group, Inc. | Partner | Earlier career | Strategy/process improvement in tech businesses; strengthens oversight of transformation programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Director | Current | Large, global financial services board experience; cross-industry risk and capital markets insight |
Board Governance
- Committee assignments: NGSR Chair and Technology Committee member .
- NGSR scope: Oversees corporate governance guidelines, board evaluation/refresh, director nominations/independence, sustainability (“Living Progress”), public policy/government affairs, and stockholder concerns .
- Technology scope: Oversees technology strategy, innovation, IP portfolio and trends; guidance for M&A/R&D allocations .
- Independence: Board determined Reiner (and all non-employee directors) has no material relationship with HPE and is independent under NYSE and HPE standards .
- Attendance and engagement: Board held 7 meetings in fiscal 2024; committees held 35 (NGSR 5; Technology 6); average board/committee attendance ~96%, and all directors attended ≥78% of meetings; all 12 directors attended the 2024 annual meeting .
- Stockholder outreach: Directors (including committee chairs) conduct one-on-one meetings with holders of ~43% of outstanding stock each season; annual meeting is fully virtual with broad Q&A transparency .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Director may elect up to 100% to be received in HPE stock; deferrable |
| Committee chair fee (NGSR) | $20,000 | Electable into stock; deferrable |
| Meeting fees | $2,000 per board meeting >10; $2,000 per committee meeting >10 | Electable into stock; deferrable |
| Chair of the Board fee | $200,000 | Not applicable to Reiner; for Board Chair |
| Director stock ownership guideline | 5x annual cash retainer ($575,000) | Expected within 5 years of election; includes deferred vested RSUs |
| Anti-hedging/pledging | Prohibited (limited exceptions for margin) | Applies to directors; further aligns interests |
Reiner’s fiscal 2024 director pay mix shows strong equity alignment:
- Cash paid: $0 (elected stock in lieu of cash)
- Stock awards: $374,978 total, including the standard $240,000 RSU grant plus $134,978 of elected stock in lieu of cash fees .
- Stock awards granted/outstanding: 21,202 granted; 14,245 outstanding RSUs at FY-end (incl. dividend equivalents) .
Performance Compensation
| Element | Amount/Terms | Performance Metrics | Vesting/Other |
|---|---|---|---|
| Annual equity retainer | $240,000 in RSUs | None; director grants are time-based | RSUs vest at next annual meeting or one year; dividend equivalents accrue and pay only at vesting; awards subject to clawback policy |
Director equity is time-based; HPE does not grant performance-conditioned equity to non-employee directors .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Citigroup Inc. | Director | Board’s independence review covered transactions with entities associated with independent directors; amounts were ordinary-course and below the greater of $1 million or 2% revenue thresholds; independence affirmed . |
Expertise & Qualifications
- Business development and strategy; executive-level leadership; extensive industry leadership; global experience; growth and transformation; investment; operations; public company board governance; cybersecurity; technological innovation .
- Former Fortune 100 CIO; private equity operator; senior strategy consultant—provides robust oversight of IT, digital risk, and transformation agendas .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 105,738 shares; below 1% of 1,313,212,053 outstanding (Dec 31, 2024) |
| Indirect holdings | 104,192 shares held indirectly with spouse |
| Pledged shares | Prohibited by policy (limited exceptions for margin accounts) |
| Hedging | Prohibited for directors |
| Ownership guideline | 5x cash retainer ($575,000) |
| Compliance status | All non-employee directors with >5 years of service have met guidelines; Reiner qualifies (>5 years) |
Governance Assessment
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Strengths
- NGSR chair with direct oversight of governance, board composition, stockholder concerns, and sustainability—supports board effectiveness and investor confidence .
- Strong alignment: elected 100% of cash retainers/fees into stock; substantial equity-based pay; anti-hedging/pledging policies .
- Deep enterprise technology and risk experience (GE CIO; Tech Committee member), enhancing oversight of digital, AI, and cybersecurity risk .
- Board-level engagement and attendance metrics are robust (96% average; full director attendance at annual meeting) .
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Watch items
- As NGSR Chair, oversees public policy and political engagement. The Board opposed a stockholder proposal to expand lobbying transparency in 2025; investors focused on political spending/disclosure may scrutinize NGSR oversight. Monitor stakeholder feedback and future votes .
- Ordinary-course transactions with entities associated with directors were reviewed and below materiality thresholds; continue monitoring interlocks for evolving exposure .
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No RED FLAGS identified in disclosures regarding attendance, independence, hedging/pledging, related-party transactions, or unusual pay practices. Director compensation is market-aligned and primarily equity-based, with established clawbacks .