John Schultz
Hewlett Packard EnterpriseAbout John Schultz
Executive Vice President and Chief Operating & Legal Officer at Hewlett Packard Enterprise since July 2020, previously EVP, General Counsel and Secretary at HPE and HP . Education: J.D., University of Pennsylvania Law School; B.A., Albright College . Age last disclosed as 51 in HPE’s 2015 Form 10‑K; MarketScreener lists 61 as of 2025 . HPE FY2024 performance: revenue $30.1B (+3% YoY), GAAP EPS $1.93 (+25%), non‑GAAP EPS $1.99 (−7%), free cash flow $2.3B (+3%), ARR $1.9B (+49%); HPE TSR value of fixed $100 investment reached $256 for FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HP Inc. | Executive Vice President & General Counsel | 2012–2015 | Led global litigation, investigations, IP, commercial and employment disputes . |
| Hewlett Packard Enterprise | EVP, General Counsel & Secretary | 2015–2017 | Established post‑separation governance and legal function for HPE . |
| Hewlett Packard Enterprise | Chief Legal & Administrative Officer | 2017–2020 | Led transformation, sustainability, resilience/security, ethics & compliance . |
| Hewlett Packard Enterprise | Chief Operating & Legal Officer (EVP) | 2020–present | Heads OLAA (Legal, Ethics & Compliance, Global IT, Workplace, Corporate Affairs, eCommerce, Cyber/Digital Risk, Juniper integration office) . |
| Morgan, Lewis & Bockius LLP | Partner, Litigation | 2005–2008 | Defended complex tech/commercial litigation; external counsel to HP . |
| Drinker Biddle & Reath LLP | Commercial & Product Liability Litigation | ~1991–2005 | Specialized in commercial and product liability litigation . |
External Roles
| Organization | Role | Years | Committees/Notes |
|---|---|---|---|
| Columbia Banking System, Inc. | Director | 2015–present | Audit; Compensation; Nominating & Governance . |
| Albright College | Board member | n/d | Governance role (education affiliation) . |
| National Legal Aid & Defender Association | Board member | n/d | Legal services advocacy . |
| Children’s Beach House | Board member | n/d | Community service . |
| Beebe Hospital | Finance Committee | n/d | Finance oversight . |
| The Anti‑Slavery Collective | Advisory Board | n/d | Human rights/human trafficking initiatives . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $800,000 | $800,000 | $800,000 |
Performance Compensation
FY2024 Annual Incentive (PfR) – Design and Outcome
| Item | FY 2024 |
|---|---|
| Target annual incentive (% of salary) | 150% |
| Financial metrics funding (% of target) | 75% |
| MBO modifier (% of target) | 115% (above target; led Juniper integration strategy; sustainable tech) |
| Actual payout (% of target) | 87% |
| Actual payout ($) | $1,039,564 |
| FY2024 corporate metrics used | Corporate revenue; incremental Intelligent Edge revenue; ARR; non‑GAAP operating profit (caps if profit below threshold) |
FY2024 Long‑Term Incentives (Grants and Mechanics)
| Grant | Grant Date | Shares/Units | Grant‑Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| Annual RSU | 12/7/2023 | 209,367 | $3,374,996 | Time‑vested; vests 1/3 annually over 3 years, subject to service . |
| Annual PARSU (Target) | 12/7/2023 | 209,367 (Threshold 83,747; Max 418,734) | $3,432,572 (probable outcome) | Two and three‑year performance periods; non‑GAAP net income growth with relative TSR modifier vs S&P 500 . |
| PARSU Modification Charge | 10/30/2024 | — | $697,098 | HRC adjusted FY2022 PARSU goal measurement to remove Russia/Belarus effects for consistency . |
PARSU Achievement (Earn‑outs certified in FY2024)
| PARSU Cycle Segment | Period | Earned (% of target) |
|---|---|---|
| FY2023 PARSU – 2‑year segment | Nov 2022–Oct 2024 | 108% (target non‑GAAP net income growth; 108% TSR modifier) |
| FY2022 PARSU – 3‑year segment | Nov 2021–Oct 2024 | 88% (below target non‑GAAP net income growth; 112% TSR modifier) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (12/31/2024) | 270,431 HPE shares (less than 1% of outstanding) . |
| Ownership as % of outstanding | ~0.02% (MarketScreener) . |
| Outstanding RSUs (as of 10/31/2024) | 56,944 (2021 grant); 11,232 (6/21/2022 grant); 133,656 (12/8/2022 grant); 215,225 (12/7/2023 grant) . |
| Market value of unvested RSUs (10/31/2024) | $1,109,839; $218,912; $2,604,955; $4,194,735, respectively (at $19.49 close) . |
| Unearned PARSUs outstanding (10/31/2024) | 105,462 (12/8/2022); 215,225 (12/7/2023) . |
| Market/payout value of unearned PARSUs (10/31/2024) | $2,055,454; $4,194,735, respectively (at $19.49 close) . |
| FY2024 shares vested | 411,798 shares vested; value realized $7,361,241 . |
| ESPP purchases (since inception) | 9,470 HPE shares . |
| Options | NEOs do not hold option awards . |
| Stock ownership guidelines (executives) | 5x base salary for NEOs (CEO 7x); all NEOs met or were on track by FY2024 . |
| Anti‑hedging/pledging | Hedging prohibited; pledging and margin accounts prohibited for executives . |
| Clawback policy | Company may recover annual and long‑term incentives; beyond NYSE requirements . |
Employment Terms
| Scenario | Total ($) | Cash Severance ($) | RSUs ($) | PARSUs ($) | Notes |
|---|---|---|---|---|---|
| Disability/Retirement/Death | $14,378,631 | — | $8,128,441 | $6,250,190 | Equity continued/accelerated per plan. |
| Not for Cause | $9,784,234 | $2,972,472 | $3,693,654 | $3,118,108 | Severance per SPEO: generally base salary + 3‑yr avg bonus × multiple; benefits include COBRA differential ×18 months . |
| Change in Control | $17,351,103 | $2,972,472 | $8,128,441 | $6,250,190 | Equity subject to “double‑trigger” vesting upon qualifying termination . |
Performance Compensation Structure Analysis
- Year‑over‑year: FY2024 target LTI remained 50% PARSUs / 50% RSUs; PARSUs align with multi‑year non‑GAAP net income growth and relative TSR; RSUs support retention with three‑year ratable vesting .
- Annual incentives: Corporate metrics (revenue, Edge revenue, ARR, non‑GAAP operating profit) with caps prevent payouts above 100% if profit under threshold; MBO modifiers ±20% emphasize leadership, inclusion, retention, environment .
- Governance guardrails: No hedging/pledging; robust clawback; independent consultant (FW Cook); pay positioned near market median; stock ownership guidelines above market .
Perquisites and Deferred Compensation
- FY2024 “All Other Compensation”: $104,000 total including 401(k) match $13,360, personal aircraft usage $22,640, and miscellaneous $68,000 (e.g., financial counseling, charitable match, travel imputed income per prior detail) .
- EDCP (Deferred Comp) FY2024: Executive contributions $24,000; aggregate earnings $583,649; withdrawals/distributions $209,419; FY‑end balance $2,647,023 .
Investment Implications
- Alignment: High equity mix (RSUs/PARSUs) and above‑market ownership guidelines, no hedging/pledging, and clawback strengthen pay‑for‑performance alignment and reduce misalignment risk .
- Retention vs. Liquidity: Significant unvested RSUs/PARSUs and ESPP participation suggest multi‑year retention incentives; three‑year RSU vesting can create periodic selling needs for tax/portfolio reasons, but margin‑call risk is mitigated by pledging bans .
- Change‑in‑Control economics: Moderate cash severance and double‑trigger equity vesting provide continuity incentives; potential award modifications (e.g., FY2022 PARSU adjustment) bear monitoring as a governance judgement area .
- Execution signals: Above‑target MBOs tied to Juniper integration and sustainability initiatives, combined with HPE’s FY2024 revenue/ARR growth and TSR progression, indicate operational impact in enterprise transformation and risk functions .
Sources for background and roles: HPE leadership bio and external profiles .