Robert Calderoni
Hewlett Packard EnterpriseAbout Robert M. Calderoni
Independent, non-employee director appointed to HPE’s Board effective July 16, 2025; chairs the newly formed Strategy Committee and serves on the Integration Committee focused on the Juniper Networks acquisition . A veteran technology executive with 30+ years in hardware, software, and IT services, and prior CEO/Chairman roles at Ariba and Citrix; previously led SAP’s Cloud business post-Ariba acquisition . Initial SEC Form 3 shows no HPE common stock owned at appointment; he will receive pro‑rata cash and RSU retainers under HPE’s non‑employee director program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citrix Systems | Executive Chairman | 2015–2018 | Led governance and strategy oversight during transformation |
| Citrix Systems | Chairman | 2019–2022 | Board leadership through strategic changes |
| Citrix Systems | Interim CEO & President | 2015–2016; 2021–2022 | Operational leadership during CEO transitions |
| SAP | President, Cloud Business | 2012–2014 | Scaled cloud post-Ariba acquisition |
| Ariba | CEO | From 2001 | Led B2B commerce platform growth |
| Ariba | Chairman | From 2003 | Board leadership prior to SAP acquisition |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| KLA Corporation | Chairman of the Board | Current | Semiconductor capital equipment |
| Ansys, Inc. | Board Member | Current | Engineering simulation software |
| Juniper Networks | Board Member | Prior | Relevant to HPE’s integration focus |
| LogMeIn | Board Member | Prior | SaaS collaboration/security |
Board Governance
- Committee assignments: Chair, Strategy Committee (members: Calderoni, Gary Reiner, Raymond Lane, Charles Noski) ; Member, Integration Committee (Juniper integration; chaired by Frank D’Amelio; members include Pamela Carter, Bethany Mayer) .
- Independence: Strategy Committee charter requires the Chair be an independent director; initial Chair is Mr. Calderoni . He is a non‑employee director and has no related‑party transactions or family relationships requiring disclosure .
- Attendance/engagement context: HPE’s FY2024 Board held 7 meetings and committees held 35; average attendance ~96% across directors (Calderoni joined mid‑2025) .
- Governance structure signals: HPE entered a Cooperation Agreement with Elliott; includes formation of Strategy Committee chaired by Calderoni, investor consent on changes to the Strategy Committee charter, standstill and voting commitments, and an information‑sharing agreement—indicating heightened activist involvement and Board responsiveness .
Fixed Compensation
| Component | Amount | Vest/Payment Mechanics | Notes |
|---|---|---|---|
| Annual cash retainer | $115,000 | Paid quarterly; may elect stock in lieu of cash | Pro‑rata for service starting July 16, 2025 |
| Board Chair fee | $200,000 | Paid quarterly; stock election allowed | Not applicable (Calderoni is not Board Chair) |
| Committee chair fees (standing committees) | Audit $30,000; HRC $25,000; Others $20,000 | Paid quarterly | Strategy Committee is ad hoc; fees not specified in charter |
| Meeting fees (above 10/year) | $2,000 per excess Board mtg; $2,000 per excess Committee mtg | Cash; stock election allowed | Applies if meetings exceed threshold |
Performance Compensation
| Component | Grant Value | Vesting | Features |
|---|---|---|---|
| Annual RSU retainer | $240,000 | RSUs vest on earlier of next annual meeting or one year from grant | Dividend equivalent units accrue on RSUs |
| FY2025 pro‑rata RSU grant | Pro‑rata portion of annual equity retainer | Per program; pro‑rated for partial board year | Standard non‑employee director terms |
Other Directorships & Interlocks
| Company | Relationship to HPE | Potential interlock/conflict review |
|---|---|---|
| KLA Corporation (Chairman) | Semiconductor equipment supplier ecosystem | No HPE related‑party transactions disclosed; monitor routine commercial interactions |
| Ansys (Director) | Enterprise software; engineering simulation | No HPE related‑party transactions disclosed |
| Juniper Networks (prior Director) | HPE acquired Juniper; integration oversight | Appointment to Integration Committee leverages prior experience |
Expertise & Qualifications
- Networking, infrastructure, enterprise software, and cloud operations experience; prior CEO/Chairman roles demonstrate transformation leadership .
- Strategy oversight credentials (Citrix Executive Chair; SAP Cloud leadership) align with HPE’s post‑Juniper portfolio and value‑creation focus .
Equity Ownership
| As of | Filing | Security | Amount Beneficially Owned | Notes |
|---|---|---|---|---|
| July 17, 2025 | Form 3 | HPE Common Stock | 0 shares | Initial statement of beneficial ownership; attorney‑in‑fact designation filed |
| Program guideline | Policy | Stock ownership guideline | 5× annual cash retainer ($575,000) target within 5 years | Applies to all non‑employee directors; anti‑hedging/pledging policy in place |
Insider Trades and Filings
| Date | Form | Description | Key Details |
|---|---|---|---|
| July 17, 2025 | Form 3 | Initial Statement of Beneficial Ownership | Reports 0 common shares; direct ownership; attorney‑in‑fact filed |
Governance Assessment
- Positive signals: Independent director with deep transformation background chairs the Strategy Committee to review HPE’s business and opportunities; structured Integration Committee oversight enhances post‑deal execution .
- Alignment: Will receive standard non‑employee director cash/RSU retainer; subject to 5× retainer ownership guideline over five years; anti‑hedging/pledging policy applies .
- Activist context: Cooperation Agreement grants Elliott standstill/voting commitments and prior consent on Strategy Committee charter changes, indicating strong shareholder influence; Calderoni’s leadership role suggests the Board is prioritizing value‑creation reviews at pace .
- Independence/Conflict checks: No Item 404(a) related‑party transactions or family relationships disclosed; initial zero holdings typical for new appointees, with pro‑rata grants to follow .
RED FLAGS: Elevated activist influence via Cooperation Agreement (e.g., investor consent on Strategy Committee charter) could constrain committee independence and signal pressure for strategic actions; investors should monitor how the Strategy Committee’s recommendations translate into capital allocation or portfolio moves .