Regina Dugan
Hewlett Packard EnterpriseAbout Regina E. Dugan
Regina E. Dugan, age 61, is an independent director of HPE since 2022. She is President & CEO of Wellcome Leap (since April 2020) and previously led advanced technology programs at Meta (Facebook) and Google; notably, she served as the 19th Director of DARPA (2009–2012), bringing deep innovation and security credentials to HPE’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellcome Leap Inc. | President & CEO | Apr 2020–present | Leads health innovation; executive leadership |
| Facebook (Meta) – Building 8 | Vice President, Engineering | 2016–2018 | Drove advanced hardware programs |
| Google – Advanced Technology and Projects | Vice President of Engineering | 2012–2016 | Led breakthrough R&D initiatives |
| DARPA | Director (19th) | 2009–2012 | National security innovation; cybersecurity insights |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Siemens AG | Director | Current | Multinational industrial technology; public company |
| Varian Medical Systems, Inc. | Director | Former | Prior public board service (within last 5 years) |
| Zynga Inc. | Director | Former | Prior public board service (within last 5 years) |
Board Governance
- Committee assignments: Technology Committee member; not a chair .
- Independence: Board determined Dr. Dugan is independent under HPE and NYSE standards; committees are composed entirely of independent directors .
- Attendance and engagement: Fiscal 2024 saw 7 Board meetings and 35 committee meetings; average attendance ~96%. All directors met at least 78% attendance; all twelve directors attended the last annual meeting .
- Executive sessions: Non‑management director executive sessions are generally held at each Board and committee meeting .
- Board leadership: HPE has an independent Chair (Patricia F. Russo), with separate Chair/CEO roles .
- Limits on other boards: HPE guidelines cap directors at no more than four other public company boards; all directors are compliant .
Fixed Compensation
| Metric | Fiscal 2024 |
|---|---|
| Fees earned or paid in cash ($) | $115,000 |
| Stock awards – grant date fair value ($) | $240,000 |
| Committee chair fees ($) | $0 |
| Meeting fees ($) | $0 |
| Total director compensation ($) | $355,000 |
- Program structure: Annual cash retainer $115,000 and annual equity retainer $240,000 in RSUs; chair fees apply only if serving as chair; meeting fees paid only above 10 meetings per year. Directors may elect to receive cash components in stock or defer awards .
Performance Compensation
| RSU Detail | Fiscal 2024 |
|---|---|
| RSUs granted (#) | 14,068 |
| Grant date fair value ($) | $240,000 |
| RSUs outstanding at fiscal year-end (#) | 14,245 (incl. dividend equivalents) |
- Vesting schedule: Non‑employee director RSUs generally vest on the earlier of the next annual stockholder meeting or one year from grant; dividend equivalents accrue and pay only upon vesting .
- Clawbacks: All awards are subject to HPE clawback policies and applicable NYSE rules; no option repricing; no single‑trigger CIC vesting; strong equity governance .
Other Directorships & Interlocks
| Company | Relationship to HPE Director | Transaction Review Outcome |
|---|---|---|
| Various companies where directors (incl. Dr. Dugan) serve as non‑employee directors/advisors | External boards had ordinary‑course dealings with HPE in the past 3 fiscal years | Amounts did not exceed the greater of $1M or 2% of the counterparty’s revenues; Board determined independence is maintained |
- HPE’s related‑person transaction policy requires NGSR Committee review of any director‑related transactions over $120,000 with a material interest; factors include arm’s‑length terms, independence impact, and availability of alternatives .
Expertise & Qualifications
- Skills: Business development, cybersecurity, executive leadership, technological innovation, legal/regulatory/public policy, and public company board governance .
- AI and cyber oversight: Board (with Audit and Technology Committees) oversees AI governance and cybersecurity; her background strengthens technology risk oversight .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Shares of common stock beneficially owned (#) | 27,027 |
| Ownership as % of shares outstanding | <1% |
| RSUs outstanding at fiscal year-end (#) | 14,245 |
- Stock ownership guidelines: Non‑employee directors must hold at least 5× annual cash retainer ($575,000) within five years; directors with <5 years of service have met or are on track to meet guidelines .
- Hedging/pledging: Prohibited for directors; margin accounts and pledging are generally not allowed, aligning with shareholder interests .
- Insider trading: Designated individuals may trade only in open windows; robust policy and training in place .
Governance Assessment
- Board effectiveness: Independent status, Technology Committee membership, and deep AI/cyber credentials enhance oversight of HPE’s strategic pillars (hybrid cloud, AI, networking) .
- Alignment: Majority of her director pay is in equity (time‑vested RSUs), with ownership guidelines, dividend equivalents only upon vesting, and clawbacks—all supportive of long‑term alignment .
- Engagement: Board outreach invites holders of ~43% of HPE stock; directors (including committee chairs) participate directly, supporting investor confidence .
- Shareholder signals: Recent Say‑on‑Pay approvals were 89.9% (FY22) and 90.9% (FY23), indicating broad support for HPE’s compensation governance .
- Conflicts & RED FLAGS: No material related‑party exposures identified; independence affirmed; anti‑hedging/pledging policies in effect; no option repricing or single‑trigger CIC vesting. No red flags evident from proxy disclosures .