Patricia Russo
Hewlett Packard EnterpriseAbout Patricia F. Russo
Patricia F. Russo (age 72) is the independent Chair of HPE’s Board, serving since 2015. She is the former CEO of Alcatel‑Lucent, and previously Chairman and CEO/President of Lucent Technologies, bringing deep telecom, M&A, and governance expertise. Current public boards include General Motors (chairs Governance & Corporate Responsibility Committee), KKR & Co. Inc., and Merck & Co., Inc., underscoring broad industry reach and boardroom leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett‑Packard Company | Lead Independent Director | 2014–2015 | Led governance oversight pre‑split; transitioned to HPE Chair . |
| Alcatel‑Lucent, S.A. | Chief Executive Officer | 2006–2008 | Led merger integration and restructuring in severe industry downturn . |
| Lucent Technologies, Inc. | Chairman; CEO & President | Chairman 2003–2006; CEO/President 2002–2006 | Executed transformative transactions; crisis leadership in telecom cycle . |
| Arconic Corporation | Lead Director; Chair of Governance & Nominating | Prior service (dates not specified) | Oversaw governance during split of Alcoa and Arconic . |
External Roles
| Company | Role | Committees/Positions |
|---|---|---|
| General Motors Company | Director | Chair, Governance & Corporate Responsibility Committee . |
| KKR & Co. Inc. | Director | Board member . |
| Merck & Co., Inc. | Director | Board member . |
Board Governance
- Independent Chair; leads agendas, presides over executive sessions, liaises between independent directors and CEO, and chairs the annual meeting .
- Committee memberships: HR & Compensation (HRC); Nominating, Governance & Social Responsibility (NGSR) .
- Independence: Board determined all non‑employee directors (including Russo) are independent under NYSE and HPE standards .
- Attendance: FY2024 saw 7 Board and 35 committee meetings with ~96% average attendance; all directors met at least 78% threshold; executive sessions generally at each Board and committee meeting .
- Stock ownership guidelines: ≥5x annual cash retainer ($575,000) within 5 years; directors with >5 years (including Russo) have met guidelines; anti‑hedging and anti‑pledging policies in place .
- Related‑party safeguards: NGSR oversees and pre‑approves related‑person transactions; FY2024 transactions with entities linked to directors were arm’s‑length and below materiality thresholds; independence affirmed .
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $115,000 | Payable quarterly; may be taken in stock and deferred. |
| Board Chair fee | $200,000 | May be taken in stock and deferred. |
| Committee chair fees | N/A for Russo; HRC/Audit/Other are $25,000/$30,000/$20,000 | Russo is not a committee chair. |
| Meeting fees | $2,000 per meeting over ten (Board/Committee) | Paid in cash or stock; not separately disclosed for Russo in FY2024. |
| FY2024 cash earned | $157,500 | Reflects portion of retainers/Chair fee paid in cash. |
| Cash breakdown FY2024 | Annual retainer $57,500; Chair/committee chair fees $100,000; total $157,500 | Remaining Chair/retainer value taken in stock per election. |
Performance Compensation (Director)
| Equity Component | Grant Value | Shares Granted | Vesting | Notes |
|---|---|---|---|---|
| Annual equity retainer (RSUs) | $240,000 | Included in total 22,391 shares for Russo’s FY2024 stock awards | Vests at next annual meeting or one year from grant; dividend equivalents accrue and pay only upon vesting . | Directors may defer up to 100% until termination of Board service . |
| Additional stock elected in lieu of cash (RSUs/stock) | $157,474 (Russo) | Included in 22,391 total shares granted FY2024 | Fully vested if taken as stock; deferrable per annual election . |
Directors do not receive performance‑based pay. For context on company oversight, the HRC administers executive performance plans using defined metrics:
| Fiscal 2024 Executive Incentive Metrics (Oversight by HRC; not tied to director pay) | Definition | Rationale |
|---|---|---|
| Corporate Revenue | Net revenue as reported in 10‑K . | Top‑line performance drives long‑term value . |
| Non‑GAAP Operating Profit | Non‑GAAP earnings from operations per 10‑K (defined) . | Operational discipline; short‑term value . |
| Annualized Revenue Run‑Rate (ARR) | HPE GreenLake and aaS annualized run‑rate per 10‑K definition . | Aligns aaS transition . |
| Segment Revenue/Operating Profit, Services/aaS Orders, AI Hardware Orders | Segment measures set for applicable executives . | Balanced top/bottom‑line, strategic priorities . |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Board service limits | HPE guidelines: ≤4 other public boards (≤2 if a sitting public‑company CEO); all directors compliant . |
| Transactions with companies linked to directors | Ordinary‑course dealings (e.g., GM, Pfizer, ExxonMobil, others) remained below greater of $1M or 2% revenue for counterparties; independence maintained . |
Expertise & Qualifications
- Business development & strategy; executive leadership; global growth and transformation; operations; investment; financial & audit; risk & compliance; public company governance; social responsibility .
- Demonstrated M&A and restructuring leadership (Lucent–Alcatel merger; Alcoa/Arconic split governance) .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 332,487 shares; <1% of outstanding | Includes 317,169 deferred shares until end of Board service . |
| RSUs outstanding (FY2024 year‑end) | 329,610 units | Includes dividend equivalent units . |
| Stock ownership guideline | ≥$575,000 (5× annual cash retainer) | Met (director >5 years) . |
| Anti‑hedging/pledging | Prohibited for directors; limited exceptions for margin accounts; aligns interests . |
Insider trades and filings (illustrative recent activity):
- Form 4 (Dec 17, 2024): shares issued pursuant to the 2021 Stock Incentive Plan in lieu of Q3 cash retainer .
- Form 4 (May 6, 2025, for May 2): election to defer receipt of common stock; routine director compensation reporting .
- Form 4 (Jul 2, 2024, for Jun 28): routine director stock award reporting .
- EDGAR index (2025 filing reference) .
Governance Assessment
- Board effectiveness: Russo’s independent Chair role, strong attendance culture, and active stockholder outreach bolster oversight and investor confidence .
- Committee work: Service on HRC and NGSR aligns expertise (compensation, governance, ESG/public policy). HRC uses independent advisors (FW Cook) exclusively for committee work, limiting consultant conflicts .
- Alignment: Significant personal equity (deferred shares, RSUs), strict anti‑hedging/pledging, and robust stock ownership guidelines met—strong “skin‑in‑the‑game” indicators .
- Conflicts: Ordinary‑course transactions with companies linked to directors were below thresholds; NGSR policy and case‑by‑case review mitigate risk; independence reaffirmed—low related‑party exposure .
- Director pay: Mix of cash and time‑based RSUs; no performance‑linked director awards; transparent structure and deferral options; Chair fee acknowledged .
- Investor signals: Executive pay programs emphasize pay‑for‑performance with clear metrics; strong governance profile (executive sessions, majority voting, proxy access, no poison pill) supports confidence .
Bold RED FLAGS: None evident. Russo’s outside board service is within HPE policy; no pledging/hedging; no related‑party transactions deemed material; consultant independence maintained .