Jeremy Cox

About Jeremy Cox

Jeremy K. Cox (age 47) is Senior Vice President, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer at Hewlett Packard Enterprise (HPE). He served as Interim CFO from August 25, 2023 to January 14, 2024, and resumed his Controller/Chief Tax Officer role thereafter . During FY24, HPE’s annual incentive plan (PfR) for NEOs was driven by corporate metrics: revenue (25% weight), non‑GAAP operating profit (50%), ARR (15%), and Intelligent Edge revenue (10%); results funded 75% of target at the corporate level (revenue $30.13B vs $30.06B target; operating profit $3.17B vs $3.26B target) . Cox’s FY24 annual incentive paid 75% of target, reflecting a proration of his target bonus percentage for time served as interim CFO (150% of salary) and otherwise (80% of salary) .

Past Roles

External Roles

Fixed Compensation

Notes:

• FY2023 perquisite breakdown includes financial counseling of $13,500 within “All other compensation” .
• Cox had no option exercises and realized value from 84,026 shares vesting in FY2024 ($1,379,081) .

Performance Compensation

Annual Incentive (PfR) – Corporate Scorecard (FY2024)

Individual payout mechanics (FY2024)

Design notes:

• FY2024 targets were set at “challenging” levels; corporate operating profit defined as non‑GAAP earnings from operations; no automatic adjustments applied in FY2024 .
• Cox’s FY2024 annual incentive target was 150% during his interim CFO period and 80% otherwise .

Long‑Term Incentives (LTI)

• For FY2024, Cox’s LTI was delivered 100% in time‑vested RSUs (consistent with other Senior Vice Presidents). Annual RSUs vest one‑third on each of the first three anniversaries of the grant date, subject to continued service .
• HPE PARSUs for other NEOs measure two‑ and three‑year non‑GAAP net income growth with an RTSR modifier vs S&P 500; Cox did not receive PARSUs in FY2024 .

Key outstanding stock awards (as of Oct 31, 2024; market value uses $19.49 close)

Equity Ownership & Alignment

Additional alignment factors

• Unvested/outstanding equity under 2021 Plan (as of Feb 3, 2025): Time‑vested RSUs 262,801; no PSUs for Cox in this table .
• Stock ownership guidelines: CEO 7x salary; other executive officers (incl. Cox) 5x salary, to be met within five years. HPE reports all NEOs met or were on track as of end FY2024 .
• Anti‑hedging/pledging: Executive officers are prohibited from hedging HPE stock and, with limited exceptions, from holding HPE stock in margin accounts or pledging as collateral .

Employment Terms

Severance Plan for Executive Officers (SPEO) and change‑in‑control (CIC)

• Multiples: CEO 2.0x; EVPs/Presidents 1.5x; Senior Vice Presidents 1.0x of (base salary + average actual bonuses over prior 3 years), capped at 2.99x base + target bonus .
• Standard not‑for‑cause: cash severance per multiple; pro‑rata annual bonus for year of termination (based on actual results); pro‑rata vesting of unvested equity if performance conditions met; lump‑sum health stipend equal to 18 months of COBRA differential; vested options exercisable up to 1 year .
• CIC (double‑trigger within 24 months): full acceleration of options and RSUs; PARSUs vest at target; cash severance paid lump sum .

Estimated potential payments for Jeremy Cox (as if terminated Oct 31, 2024)

Clawback and other governance

• Clawback policies: (i) NYSE/SEC Rule 10D compliant clawback requiring recoupment of incentive‑based compensation erroneously received within three fiscal years prior to a required restatement (no misconduct required); and (ii) broader discretionary clawback for misconduct under HPE policies or law (covers annual incentives and equity) .
• Say‑on‑Pay support: 89.9% (FY2022) and 90.9% (FY2023) approval; HRC Committee cites strong stockholder support for pay programs .

Trading Plans, Vesting Schedules, and Insider Selling Pressure

Rule 10b5‑1 and other trading arrangements disclosed in 10‑Q Item 5 (Other Information)

Vesting structure for Cox’s RSUs: one‑third annually over three years from grant date; see grants above (e.g., 12/7/2023, 12/8/2022, 4/20/2022, 12/9/2021) .

Performance & Track Record (select disclosures)

• Served as Interim CFO during CFO transition; HPE reaffirmed guidance concurrently with the transition announcement on Aug 7, 2023 .
• As principal financial officer, Cox certified HPE’s 10‑Q (Q3 FY2023) and 10‑K (FY2023) under Sarbanes‑Oxley Sections 302/906 .

Compensation Structure Analysis

• Cash vs equity mix: FY2024 total $4.64M included $3.50M in RSUs (100% of LTI), reinforcing retention and equity alignment; no options outstanding for NEOs, reflecting shift away from options .
• Annual incentive rigor: FY2024 corporate funding at 75% amid below‑target operating profit and IE segment revenue, demonstrating down‑capture when metrics miss .
• Governance: Robust clawbacks and anti‑hedge/pledge policy; ownership guideline of 5x salary for executives .

Equity Ownership & Alignment (detail)

Say‑on‑Pay & Peer Group (context)

• Say‑on‑Pay support ~90% in recent years (FY2022: 89.9%; FY2023: 90.9%) .
• Pay benchmarking targets compensation “within a competitive range of the market median,” reviewed annually with FW Cook; peer set comprises large tech/services names (e.g., Accenture, HP Inc., IBM, Intel, Qualcomm, etc., per latest peer set disclosure) .

Investment Implications

• Alignment: Significant unvested RSU overhang (e.g., 223k from Dec‑2023 grant) aligns Cox with share price over a multi‑year period; no options reduces risk‑seeking from option convexity . Ownership guidelines and anti‑hedging/pledging strengthen alignment .
• Selling pressure: Multiple Rule 10b5‑1 plans adopted/terminated across 2024–2025 covering up to ~100k–119k shares each suggest orderly liquidity around vesting windows; monitor filings for executions near plan start windows (cool‑off respected) .
• Retention/Severance: As an SVP, severance multiple is 1.0x under SPEO with double‑trigger equity acceleration in a CIC; FY2024 modeled payouts indicate ~$3.6M not‑for‑cause and ~$7.31M CIC, supporting retention but limiting outsized parachute risk .
• Pay‑for‑performance: FY2024 PfR payout at 75% demonstrates downside sensitivity when operating profit/segment targets miss; long‑term PARSU rigor resides at CEO/EVP levels, while Cox’s 100% RSU LTI prioritizes retention .