Pamela Carter
Hewlett Packard EnterpriseAbout Pamela L. Carter
Pamela L. Carter, 75, has served on the HPE Board since 2015. She is the former President of Cummins’ Distribution Business (2008–2015), former President of Cummins Filtration (2005–2008), previously VP & GM EMEA (2000–2003), and earlier Cummins’ VP, General Counsel, and Corporate Secretary (1997–2000). She was elected Indiana Attorney General in 1992, the first African American woman to hold that office in the U.S., serving until 1997, and holds the CERT Certificate in Cybersecurity Oversight from NACD/Carnegie Mellon CERT. At HPE, she chairs the HR and Compensation Committee and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | President, Distribution Business | 2008–2015 | Led global distribution operations; experience in international strategy and operations |
| Cummins Filtration | Vice President; President | 2005–2008 | Business leadership across manufacturing and distribution |
| Cummins Inc. | VP & GM, EMEA | 2000–2003 | Oversaw Europe, Middle East, Africa operations |
| Cummins Inc. | VP, General Counsel & Corporate Secretary | 1997–2000 | Legal, regulatory, and corporate governance expertise |
| State of Indiana | Attorney General | 1992–1997 | First African American woman AG; public policy and regulatory credentials |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Enbridge Inc. | Director | Current other public company board per HPE nominee profile |
| Broadridge Financial Solutions, Inc. | Director | Current other public company board per HPE nominee profile |
Board Governance
- Committee assignments: Chair, HR and Compensation Committee; Member, Audit Committee .
- Independence: The Board determined all non‑employee directors (including Ms. Carter) are independent under NYSE/HPE standards; it reviewed transactions since FY2022 involving entities associated with directors and found none interfered with independent judgment .
- Related relationships: Directors (including Ms. Carter) or immediate family members served as non‑employee directors/trustees/advisors to companies with ordinary‑course transactions with HPE over the past three years; amounts in each year did not exceed the greater of $1 million or 2% of the counterparty’s revenues, and independence was affirmed .
- Attendance: FY2024 Board held 7 meetings; committees held 35. Average attendance ~96% across Board/committees; all directors attended ≥78% of applicable meetings. Audit Committee met 11 times; HRC met 7 times .
- Overboarding policy: Directors generally limited to ≤4 other public boards (≤2 if serving as a public company CEO); all directors are compliant .
- Executive sessions: 3 of 7 Board meetings included non‑management executive sessions; Audit Committee held ten executive sessions in FY2024 .
- Audit Committee qualifications: All members are financially literate and designated “audit committee financial experts” .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 115,000 | Standard non‑employee director retainer; payable quarterly; may elect stock in lieu of cash |
| Committee chair fee (HRC) | 25,000 | HRC chair fee per pay program schedule |
| Additional meeting fees | — | Fees only for meetings in excess of ten per board/committee |
| Total cash fees | 140,000 | Sum of cash components |
Program parameters (FY2024): Annual cash retainer $115,000; committee chair fees: Audit $30,000, HRC $25,000, others $20,000; meeting fees $2,000 per meeting beyond ten; Board Chair fee $200,000; directors may elect to receive up to 100% of cash in HPE stock and may defer RSUs/stock; RSUs include dividend equivalents .
Performance Compensation
| Equity Element | Grant/Outstanding | Vesting/Terms | Dollar Value |
|---|---|---|---|
| Annual equity retainer (RSUs) | Granted FY2024: 14,068 units | RSUs generally vest at next annual meeting or 1 year from grant; dividend equivalents accrue and pay only if vested | |
| Stock awards outstanding at FY-end | 54,192 units | Includes dividend equivalent units | — |
| Grant date fair value (FY2024 RSU grant) | — | — | 240,000 |
Notes: Non‑employee director equity is time‑vested RSUs; no performance‑based PSUs or options for directors are disclosed. The 2021 Stock Incentive Plan caps combined director annual cash retainer plus equity retainer at $750,000 (non‑chair) and provides for automatic RSU director grants; plan amendments extended duration and increased available shares, subject to stockholder approval .
Other Directorships & Interlocks
| Company | Relationship to Ms. Carter | Potential Interlock/Transactions | Independence Determination |
|---|---|---|---|
| Enbridge Inc. | Director | HPE reviewed ordinary‑course transactions with companies associated with directors during past 3 fiscal years; amounts did not exceed the greater of $1M or 2% of the counterparty’s revenues | Board determined independence unaffected |
| Broadridge Financial Solutions, Inc. | Director | Same review as above | Independence unaffected |
Expertise & Qualifications
- Executive leadership across manufacturing/distribution; deep legal, regulatory, and public policy experience; cybersecurity oversight credential (CERT) .
- Audit Committee financial expert; financial literacy in financial reporting and audit oversight .
- Skills include human capital management, compensation oversight, global operations, risk/compliance, and public company governance .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Shares beneficially owned | 143,294; less than 1% of outstanding |
| Deferred shares | Includes 39,947 shares deferred until termination of Board service |
| Stock awards outstanding at FY-end | 54,192 RSUs including dividend equivalents |
| Director ownership guideline | 5x annual cash retainer ($575,000) target within 5 years of Board election |
| Compliance status | All non‑employee directors with >5 years of service have met the guideline |
| Hedging/pledging | Prohibited for directors; no hedging or pledging of HPE stock allowed |
Governance Assessment
- Role and effectiveness: As HRC Chair and Audit member, Carter sits at the core of pay design, human capital oversight, succession planning, and financial reporting/cybersecurity risk governance—positions with significant influence on investor‑critical control systems .
- Independence and conflicts: Board’s annual independence review and quantitative thresholds around director‑affiliated transactions support independence and mitigate related‑party concerns; independence affirmed for Carter and peers .
- Attendance and engagement: FY2024 meeting cadence was high (7 Board; 35 committee); average attendance ~96% and minimum ≥78% indicate strong engagement norms for the Board; Audit met 11 times and held extensive executive/private sessions, consistent with deep oversight .
- Alignment: Her FY2024 compensation mix was equity‑tilted ($240,000 RSUs vs $140,000 cash), with deferral elections available and a strict anti‑hedging/pledging policy; she has >5 years tenure and the Board confirms guideline compliance for such directors, indicating skin‑in‑the‑game alignment .
- Compensation governance quality: HRC uses an independent consultant (FW Cook), meets regularly (7 meetings in FY2024), and administers clawback/recoupment policies including Rule 10D‑1 compliance—factors that bolster pay‑for‑performance credibility .
RED FLAGS: None disclosed regarding pledging/hedging, related‑party transactions above quantitative thresholds, or low attendance; director‑affiliated ordinary‑course transactions were below materiality thresholds with independence maintained .