Marie Myers
Hewlett Packard EnterpriseAbout Marie Myers
Marie Myers is Executive Vice President and Chief Financial Officer of Hewlett Packard Enterprise (joined January 15, 2024), bringing 20+ years of finance leadership at HP Inc. (CFO, Global Controller, Americas CFO) and prior CFO experience at UiPath . She holds a BA in Political Science and a BA in Economics (University of Queensland) and an MBA (University of St. Thomas) . Public bios report her age as 55 at appointment (Dec-2023) .
HPE performance across Myers’ first fiscal year included: net revenue $30.1B (+3% YoY), GAAP EPS $1.93, non-GAAP EPS $1.99, cash from operations $4.3B, free cash flow $2.3B, and ARR $1.9B (+49% YoY) . For long-term incentives, HPE’s PARSUs incorporate non-GAAP net income growth and a relative TSR modifier; the FY23 two-year segment paid at 108% of target (driven by TSR ~66th percentile) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HP Inc. | Chief Financial Officer | 2021–2023 | Led global finance; previously Global Controller and Americas CFO for Personal Systems; finance lead for 2015 HP/HPE separation . |
| UiPath | Chief Financial Officer | 2018–2019 | Brought public-company discipline to a high-growth automation platform . |
| HP Inc. | Chief Transformation Officer; Global Controller; Americas CFO (Personal Systems) | Various (pre-2021) | Ran IT and transformation; drove intelligent automation in Finance and separation execution for HP/HPE . |
External Roles
| Organization | Role | Committee | Years |
|---|---|---|---|
| Qualcomm Incorporated | Director | Audit Committee | Oct 2024–present . |
| KLA Corporation | Director | — | Feb 2020–present . |
| F5, Inc. | Director | — | Jan 2019–Jan 2024 . |
Fixed Compensation
| Metric | FY2024 |
|---|---|
| Offer-letter base salary | $850,000 |
| Salary actually earned (prorated FY24) | $676,136 |
| Target annual bonus (% of salary) | 150% |
| 401(k) company match | $12,255 |
| Make-whole cash bonus (sign-on) | $500,000 (first of two equal installments; second paid in FY2025) |
Performance Compensation
Annual incentive (PfR) – Structure and FY2024 outcomes (Corporate NEO)
| Metric | Weight | Threshold | Target | Max | Result | Earned as % of target |
|---|---|---|---|---|---|---|
| Corporate Revenue ($B) | 25% | 29.13 | 30.06 | 31.56 | 30.13 | 104% |
| Corporate Operating Profit (non-GAAP, $B) | 50% | 3.12 | 3.26 | 3.51 | 3.17 | 69% |
| Annualized Revenue Run-Rate ($B) | 15% | 1.75 | 1.94 | 2.14 | 1.94 | 99% |
| Intelligent Edge Revenue ($B) | 10% | 5.40 | 5.57 | 5.85 | 4.53 | 0% |
| Weighted corporate financial funding | — | — | — | — | — | 75% |
| MBO Modifier (Myers) | — | — | — | — | — | 120% |
| Total PfR payout as % of target (Myers) | — | — | — | — | — | 90% |
| Myers’ FY2024 annual incentive payout | Amount |
|---|---|
| PfR payout (cash) | $916,809 |
Long-term incentives – FY2024 grants and vesting design
| Instrument | Grant date | Shares/Units | Grant-date fair value ($) | Vesting/Performance |
|---|---|---|---|---|
| Annual RSU | 1/20/2024 | 256,181 | 3,937,502 | Vests ratably over 3 years (annual tranches) |
| Annual PARSU (target) | 1/20/2024 | 256,181 | 4,200,087 | 50% after 2 years; 50% after 3 years; performance on non-GAAP net income growth with relative TSR ±20% modifier; 0–200% payout |
| Make-whole RSU | 1/20/2024 | 195,185 | 2,999,993 | Vests ratably over 3 years |
Additional plan features: clawback covering both time- and performance-based equity in line with NYSE Rule 10D-1 and broader discretionary recovery policy ; no options or SAR repricing and no single-trigger CIC vesting in the equity plan .
Equity Ownership & Alignment
| Category (as of stated date) | Detail |
|---|---|
| Beneficial ownership (12/31/2024) | 0 shares (<1%) |
| Unvested RSUs (10/31/2024) | 460,410 units; $8,973,391 market value at $19.49 |
| Unearned PSUs (10/31/2024) | 261,315 target units; $5,093,029 market/payout value |
| Stock options | None outstanding |
| Ownership guideline | 5x base salary for executive officers; to be met within 5 years; NEOs either met or are on-track |
| Hedging/Pledging | Prohibited for executives (no hedging; no pledging/margin accounts) |
Insider activity indicator: No FY2024 option exercises or vesting-related disposals disclosed for Myers; her FY2024 “Options Exercised and Stock Vested” line is blank (no shares vested/sold) .
Employment Terms
| Topic | Key terms / Potential value |
|---|---|
| Severance plan (SPEO) – cash | EVPs: 1.5x (base salary + 3-year average annual incentive), pro-rata annual incentive for year of termination, plus health stipend; capped at 2.99x (base + target bonus) |
| Equity on involuntary termination (non-CIC) | Pro-rata vesting of unvested equity if performance conditions satisfied |
| Change-in-control (double trigger) | Involuntary termination not-for-cause or good reason within 24 months: full acceleration of options/RSUs; PARSUs vest at target; if awards not assumed in CIC, automatic acceleration based on greater of actual or pro-rata target |
| Estimated benefits (as of 10/31/2024) | Not-for-cause: $7,128,092 total ($2,690,247 cash severance; $2,492,592 RSUs; $1,945,253 PARSUs) . CIC term: $16,756,667 total (same cash; $8,973,391 RSUs; $5,093,029 PARSUs) . |
| Clawback | Mandatory (financial restatements) plus broader misconduct recovery across time- and performance-based incentives |
Performance & Track Record
- FY2024 company results: revenue $30.1B (+3% YoY), GAAP EPS $1.93, non-GAAP EPS $1.99, CFO $4.3B, FCF $2.3B, ARR $1.9B (+49% YoY) .
- HRC assessment of Myers’ FY2024 leadership: “above target” MBO performance; delivered “exceptional financial leadership” and maintained high engagement/retention in Finance .
- Long-term metrics: PARSUs tie to non-GAAP net income growth with a relative TSR modifier; FY23 two-year segment paid at 108% (TSR ~66th percentile) .
Governance, Peer Benchmarking, and Say‑on‑Pay
- Compensation Committee and advisors: HRC Committee chaired by Pamela L. Carter; independent advisors FW Cook (comp consultant) and Vedder Price (legal) .
- Peer group for FY2024 benchmarking included Accenture, Cisco, IBM, Intel, Micron, NetApp, Qualcomm, HP Inc., Juniper, Honeywell, etc. .
- Key policies: no hedging/pledging; above-market ownership guidelines (CEO 7x, other execs 5x); limited perqs; no tax gross-ups; clawback policies exceed NYSE minimums .
- Say‑on‑Pay: FY2024 advisory vote results: 881,278,779 For; 88,693,376 Against; 3,366,265 Abstentions . Prior years’ support cited at 90.9% (FY2023) in CD&A .
Compensation Structure Analysis
- Mix and alignment: For HPE NEOs, “90%+” of CEO and a substantial portion of other NEO pay is at‑risk; annual cash PfR balanced between top-line, profitability, ARR, and segment KPIs; LTI split equally RSUs/PARSUs emphasizing multi-year non‑GAAP NI growth and relative TSR .
- Metric rigor: Corporate operating profit under-earned (69%) while revenue/ARR were near target; Intelligent Edge revenue missed (0%). Myers’ corporate PfR funded at 75% then adjusted by a 120% MBO modifier to 90% of target .
- Plan safeguards: no option/SAR repricing; double‑trigger CIC; robust clawback; no single-trigger vesting; dividends only upon vesting for full‑value awards .
Quantitative Exhibits
Summary Compensation (Marie Myers)
| Year | Salary ($) | Bonus ($) | Stock awards ($) | Non‑equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 676,136 | 500,000 | 11,137,583 | 916,809 | 12,255 | 13,242,783 |
FY2024 Grants of Plan‑Based Awards (Marie Myers)
| Award | Grant date | Threshold | Target | Max | Shares/Units | Grant-date value ($) |
|---|---|---|---|---|---|---|
| PfR (cash) | — | 304,262 | 1,014,205 | 2,028,410 | — | — |
| RSU (annual) | 1/20/2024 | — | — | — | 256,181 | 3,937,502 |
| PARSU (target) | 1/20/2024 | — | — | — | 256,181 | 4,200,087 |
| RSU (make‑whole) | 1/20/2024 | — | — | — | 195,185 | 2,999,993 |
Outstanding Equity (as of 10/31/2024)
| Category | Count | Value ($) |
|---|---|---|
| Unvested RSUs | 460,410 | 8,973,391 |
| Unearned PSUs (target) | 261,315 | 5,093,029 |
Potential Payments to Myers (as of 10/31/2024)
| Scenario | Severance cash ($) | RSUs ($) | PARSUs ($) | Total ($) |
|---|---|---|---|---|
| Not for Cause | 2,690,247 | 2,492,592 | 1,945,253 | 7,128,092 |
| Change in Control (DT) | 2,690,247 | 8,973,391 | 5,093,029 | 16,756,667 |
Investment Implications
- Alignment and retention: Significant unvested equity (≈$14.1M as of 10/31/24) with multi-year PARSU/RSU vesting suggests strong retention and alignment; anti-hedging/pledging and 5x salary ownership guideline further reinforce alignment . Near-term selling pressure looks limited given FY2024 had no vested/sold shares for Myers and time-based RSUs vest over three years .
- Pay-for-performance: Annual incentive under-earned on profit while revenue/ARR were near target; long-term awards hinge on non‑GAAP NI growth with a TSR overlay—constructively balances growth, profitability, and shareholder returns .
- Governance quality: Double-trigger CIC, robust clawbacks, no repricing, no tax gross‑ups and independent compensation oversight are positive signals; 2024 Say‑on‑Pay support strong by votes cast .
- Risk flags: Plan modifications were applied to certain legacy PARSUs (Russia/Belarus adjustments) and H3C baseline revisions; while appropriate under policy, investors should monitor precedent for future discretion in performance certification .
Overall, Myers’ package is heavily equity-weighted with clear performance linkages, strong retention features, and governance safeguards—supporting alignment with long-term value creation while limiting near-term selling pressure.