DEF 14A of Hewlett Packard Enterprise Co, Feb 21, 2024

DEF 14A of Hewlett Packard Enterprise Co

Filed Feb 21, 2024 · FY20230001645590-24-000044

Open on EDGAR

  1. Director compensation and stock ownership guidelines

    Director compensation and stock ownership guidelines Non-employee director compensation is determined by the Board, acting on the recommendation of the HRC Committee. When determining and recommending compensation, the HRC Committee annually considers market data for our peer group, which is the same group used for HPE’s executive compensation benchmarking purposes (see “Executive compensation—Compensation discussion and analysis—Other compensation-related matters—Fiscal 2023 peer companies”) as well as input from Frederic W. Cook & Co., Inc. (“FW Cook”), the independent compensation consultant retained by the HRC Committee. Directors who are employees of the Company or its affiliates — currently, only our President and CEO, Antonio Neri — do not receive separate compensation for their Board service. The HRC Committee intends to set director compensation levels at or near the market median relative to directors at our peer group companies to maintain compensation at levels that are competitive and appropriately reflect the directors’ time commitment and responsibilities. A competitive compensation package is important because it enables attraction and retention of highly qualified directors who are critical to our long-term success. For board year 2023, FW Cook conducted a review of director compensation levels relative to our peer group. Results of their review indicated HPE’s director compensation program was generally competitive relative to our peer group. To maintain pace with expected market trends as identified by FW Cook, the HRC Committee recommended a $5,000 increase to both the annual cash and equity retainer (from $110,000 to $115,000 and from $235,000 to $240,000, respectively). The HRC Committee intends to conduct director compensation reviews annually. During board year 2023, non-employee directors were compensated for their service as shown in the chart below:

  2. Director compensation and stock ownership guidelines

    | Pay component | Director compensation(1) | Additional information | | Annual cash retainer(2) | $115,000 | May elect to receive up to 100% in HPE stock(3), which may be deferred(4) | | Annual equity retainer | $240,000 granted in RSUs(5) | May defer up to 100%(4) | | Meeting fees | $2,000 for each board meeting in excess of ten | Paid in cash | | | $2,000 for each committee meeting in excess of ten (per committee) | May elect to receive up to 100% in HPE stock(3), which may be deferred(4) | | Board Chair fee(2) | $200,000 | May elect to receive up to 100% in HPE stock(3), which may be deferred(4) | | Committee chair fees(2) | Audit committee: $30,000 HRC committee: $25,000 All others: $20,000 | May elect to receive up to 100% in HPE stock(3), which may be deferred(4) | | Stock ownership guidelines | 5x annual cash retainer (i.e., $575,000) | Shares counted toward the guideline include those held by the director, directly or indirectly, and deferred vested RSUs. Should be met within five years of election to the Board |

  3. Director compensation and stock ownership guidelines

    1.For purposes of determining director compensation, we use a compensation year that generally commences with the month in which the annual stockholders meeting is held and ends one day prior to the following year’s annual stockholders meeting date. However, this does not coincide with our November through October fiscal year. Therefore, the pay components for the director compensation program for fiscal 2023 reflect program guidelines during both the 2022 and 2023 board years. The 2022 board year began in April 2022 and ended April 2023. The 2023 board year began in April 2023 and will continue until April 2024. 2.Annual cash retainers as well as Chair and committee chair fees paid in cash are paid in quarterly installments. 3.Annual cash retainers and Chair or committee chair fees received in shares of HPE stock in lieu of cash are delivered quarterly in four equal grants. Meeting fees received in shares of HPE stock are delivered at the end of the board year. 4.Deferral elections are made annually and are effective for the following calendar year. For calendar year 2023, directors were permitted to elect to defer, until termination of service from the Board, all or a portion of any compensation received in the form of RSUs or shares of HPE stock. 5.RSUs generally vest on the earlier of the date of the annual stockholder meeting in the following year or after one year from the date of grant. Directors receive dividend equivalent units with respect to RSUs. Non-employee directors are reimbursed for their expenses in connection with attending Board meetings.

  4. Director compensation and stock ownership guidelines

    | HPE 2024 PROXY STATEMENT | 35 |

  5. Fiscal 2023 director compensation

    Fiscal 2023 director compensation The following table provides information regarding compensation for directors who served during fiscal 2023:

  6. Fiscal 2023 director compensation

    | Name | Fees earned or paid in cash(1) ($) | Stock awards(2)(3) ($) | All other compensation ($) | Total ($) | | Patricia F. Russo | 156,458 | 396,216 | — | 552,674 | | Daniel Ammann | 132,917 | 240,011 | — | 372,928 | | Pamela L. Carter | 141,917 | 240,011 | — | 381,928 | | Raymond J. Lane | — | 352,488 | — | 352,488 | | Ann M. Livermore | 112,917 | 240,011 | — | 352,928 | | Antonio F. Neri(4) | — | — | — | — | | Raymond E. Ozzie | 132,917 | 240,011 | — | 372,928 | | Gary M. Reiner | — | 372,486 | — | 372,486 | | Jean M. Hobby | 148,917 | 240,011 | — | 388,928 | | George R. Kurtz(5) | 45,833 | — | — | 45,833 | | Charles H. Noski | 114,917 | 240,011 | — | 354,928 | | Regina E. Dugan | 112,917 | 240,011 | — | 352,928 | | Frank A. D'Amelio(6) | 94,583 | 298,765 | — | 393,348 | | Bethany J. Mayer(7) | 47,917 | 200,005 | — | 247,922 |

  7. Fiscal 2023 director compensation

    1.The dollar amounts shown represent the cash portion of the annual retainers, committee chair fees, chair fees, and additional meeting fees earned with respect to service during fiscal 2023. See “Additional information about fees earned or paid in cash in fiscal 2023” below. Any amounts elected to be received as HPE stock in lieu of cash are reflected in the stock awards column. 2.The amounts in this column reflect the grant date fair value of the annual equity retainer in the amount of $240,011, granted in the form of RSUs in fiscal 2023, as well as the following compensation voluntarily elected to be received in shares or deferred units of HPE stock in lieu of all or a portion of the annual cash retainer, and chair and additional meeting fees (where applicable) during fiscal 2023: Ms. Russo received $156,205, Mr. Lane received $112,477, and Mr. Reiner received $132,475 in shares of HPE stock. The number of shares of HPE stock granted in lieu of cash is determined using the closing stock price on the last day of the board quarter (rounded down to the nearest share). All or a portion of the stock awards may have been deferred based on the director’s compensation election. 3.Represents the grant date fair value of the annual equity retainer granted in fiscal 2023, calculated in accordance with applicable accounting standards relating to share-based payment awards. For awards of RSUs, that amount is calculated by multiplying the closing price of HPE’s stock on the date of grant by the number of units awarded. 4.As our CEO, Mr. Neri did not receive any compensation for his board service. Please see the “Executive compensation—Compensation discussion and analysis” section (the “CD&A”) for details regarding Mr. Neri’s fiscal 2023 compensation. 5.Mr. Kurtz served as a board member during board year 2022 and did not seek reelection for the 2023 board year. Amounts represent a prorated amount paid in fiscal 2023 for his time served in board year 2022. 6.Mr. D'Amelio joined as a board member during board year 2022. Amounts represent a prorated amount paid in fiscal 2023 for his time served in board year 2022 and board year 2023. 7.Ms. Mayer joined as a board member during board year 2023. Amounts represent a prorated amount paid in fiscal 2023 for her time served in board year 2023.

  8. Fiscal 2023 director compensation

    | 36 | HPE 2024 PROXY STATEMENT |

  9. Director nominee experience and qualifications

    Director nominee experience and qualifications The Board annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements, and the long-term interests of our stockholders. The Board believes that its members should possess a variety of skills, professional experience, and backgrounds in order to effectively oversee our business. In addition, the Board believes that each director should possess certain attributes, as reflected in the Board membership criteria described below. Our Corporate Governance Guidelines and our Bylaws contain the current Board membership criteria that apply to nominees recommended for a position on the Board. Under those criteria, members of the Board should have the highest professional and personal ethics and values, consistent with our long-standing values and standards. They should have broad experience at the policy-making level in business, government, technology, or public service. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. In addition, the NGSR Committee takes into account a potential director’s ability to contribute to the diversity of background, experience, and skills represented on the Board, and it reviews its effectiveness in balancing these considerations when assessing the composition of the Board. Directors’ service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to effectively and responsibly perform all director duties. Each director must represent the interests of all of our stockholders. The Board uses these, the minimum criteria for directors and director nominees as set forth in our Bylaws, and other criteria as appropriate to evaluate potential nominees. The Board believes that all the nominees named below are highly qualified and have the skills and experience required for effective service on the Board. The nominees’ individual biographies below contain more specific information about their experiences, qualifications, and skills that led the Board to nominate them. There are no family relationships among our executive officers and directors. All of the nominees have indicated that they will be available to serve as directors. In the event that any nominee should become unavailable, the proxy holders, Antonio F. Neri, Marie Myers, and David Antczak, will vote for a nominee or nominees designated by the Board or the Board may decrease the size of the Board.

  10. Fiscal 2023 compensation results

    | Fiscal 2023 incentive program results | | | | | 121% | 145% | 79% | 143% | | Average corporate NEO annual incentive payout as percentage of target | Average business segment NEO annual incentive payout as percentage of target | First segment achievement of the fiscal 2022 PARSUs based on the 2-year performance period as percentage of target | Second segment achievement of the fiscal 2021 PARSUs based on the 3-year performance period as percentage of target |

  11. Executive compensation pay-for-performance philosophy

    | What we do | | What we don’t do | | | | Design compensation programs that do not encourage excessive risk-taking | | Enter into individual executive employment agreements | | | Maintain above-market stock ownership guidelines that require the CEO, and other executive officers to hold shares equal to at least 7x and 5x their base salary, respectively | | Provide tax gross-ups for executive perquisites | | | Provide limited executive perquisites | | Pay share-dividend equivalents in our long-term incentive program before vesting of the underlying shares occurs | | | Prohibit hedging or pledging of Company stock by our executive officers and our directors | | Provide supplemental defined benefit pension plans (except in the case of international transfers, as required by law) | | | Maintain a clawback policy that permits the Company to recover annual and long-term incentives and exceeds applicable NYSE requirements | | Engage in liberal share recycling of options or stock appreciation rights | | | Maintain a severance policy that provides for “double-trigger” change in control equity vesting | | | | | Engage an independent compensation consultant for the HRC Committee that does no other work for the Company | | |

  12. Role of the HRC Committee and its advisors

    Role of the HRC Committee and its advisors The HRC Committee oversees and provides strategic direction to management regarding all aspects of HPE’s pay program for senior executives. It makes recommendations regarding the compensation of the CEO to the independent members of the Board for approval, and it reviews and approves the compensation of the remaining Section 16 officers. All HRC Committee members are independent non-employee directors with significant experience in executive compensation matters. The HRC Committee engages its own independent compensation consultant as well as its own independent legal counsel. The HRC Committee continued to retain both Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant and Vedder Price, P.C. (“Vedder Price”) as its independent legal counsel in fiscal 2023. FW Cook provided analyses, market comparator benchmarking, and recommendations that informed the HRC Committee’s decisions. All modifications to the compensation programs for our NEOs and other Section 16 officers were assessed by FW Cook on behalf of the HRC Committee, and were discussed and approved by the HRC Committee. Pursuant to SEC rules, the HRC Committee assessed the independence of its advisors, and concluded each is independent and that no conflict of interest exists that would prevent FW Cook or Vedder Price from independently providing service to the HRC Committee. Neither FW Cook nor Vedder Price performs other services for the Company, and neither will do so without the prior consent of the HRC Committee chair. FW Cook regularly attends HRC Committee meetings and engages with the HRC Committee chair and the HRC Committee members outside the presence of management. The HRC Committee met five times in fiscal 2023. FW Cook participated in each meeting, as well as preparatory meetings and executive sessions in the absence of management.

  13. Components and mix of compensation

    | Pay component | Role | Determination factors | | Base salary | •Provides fixed portion of annual cash income | •Value of role in competitive marketplace •Criticality of the role •Skills, experience, and performance of individuals compared to the market as well as internal equity | | Annual incentive (i.e., Pay-for-Results or “PfR” Program) | •Provides variable portion of annual cash income •Focuses executives on annual objectives that support long-term strategy and value creation | •Target opportunities based on competitive marketplace, internal equity, and level of experience •Actual payouts based on performance against annual goals at the corporate, business segment (where applicable), and individual level. | | Long-term incentives: •Performance-adjusted restricted stock units (“PARSUs”) •Restricted stock units (“RSUs”) | •Incentivizes long-term sustained financial and stock price performance •Aligns interests of executives with stockholders •Encourages equity ownership •Encourages retention | •Target awards based on competitive marketplace, internal equity, and skills and performance of executive •Realized value based on actual performance against corporate goals, and absolute and relative stock price performance | | All other: •Benefits •Perquisites •Severance protection | •Supports the health and security of our executives, and their ability to save on a tax-deferred basis •Enhances executive productivity | •Competitive marketplace •Level of executive •Standards of good governance |

  14. Process for setting and awarding fiscal 2023 executive compensation

    percentage of shares voted. Our fiscal 2022 Say on Pay vote reflected 89.9% support from our stockholders, based on the percentage of shares voted. The HRC Committee believes this indicates that our stockholders support the philosophy, strategy, objectives, and administration of our executive compensation programs. Following the close of fiscal 2023, the HRC Committee reviewed actual financial results and MBO performance against preset objective goals under our incentive compensation programs for the year. Actual payouts were determined by reference to performance against the established goals including predetermined mechanical adjustments to the annual incentive program (see additional details in the “Fiscal 2023 annual incentives” narrative). In addition, the HRC Committee met in executive session without members of management present to review Mr. Neri’s fiscal 2023 performance, and the independent members of the Board approved Mr. Neri’s fiscal 2023 incentive amount.

  15. Fiscal 2023 base salary

    Fiscal 2023 base salary Our executives receive a limited percentage of their target total direct compensation in the form of base salary, which reinforces our philosophy of linking pay to performance. The HRC Committee positioned executive base salaries to be within a competitive range of the market median for comparable positions at our peer companies, and to generally comprise approximately 10% to 15% of the NEOs’ overall target total direct compensation, which is consistent with the practice of our peer group companies. The NEOs are paid an amount of base salary sufficient to attract qualified executive talent and maintain a stable management team. The HRC Committee recommended, and the independent members of our Board approved, an increase to Mr. Neri’s salary to $1.3 million, effective at the beginning of fiscal 2023, to reduce the gap in his compensation compared to the median of our peer companies. No other NEOs received a base salary increase for fiscal 2023.

  16. Fiscal 2023 annual incentives

    Fiscal 2023 annual incentives

  17. Pay-for-Results (“PfR”) program design

    Pay-for-Results (“PfR”) program design Our NEOs were eligible to earn an annual cash incentive award under the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as amended, for fiscal 2023. The target annual incentive awards for fiscal 2023 were set at 200% of base salary for Mr. Neri, 150% of base salary for Mr. Cox for the portion of the fiscal year he served as interim CFO and 80% of base salary otherwise, 150% of base salary for Mr. Schultz and Mr. Robbiati, and 125% of base salary for the other NEOs.

  18. Pay-for-Results (“PfR”) program design

    Corporate revenue, incremental Intelligent Edge revenue, HPE annualized revenue run-rate, and operating profit metrics were used for the fiscal 2023 annual incentives for all corporate NEOs. The inclusion of incremental Intelligent Edge revenue and HPE annualized revenue run-rate reinforces the importance of our strategic growth areas including our as-a-service transition. The annual incentive programs for Mr. Mottram and Mr. MacDonald were based on business segment revenue, business segment operating profit, HPE annualized revenue run-rate, and business services orders (Mr. MacDonald only). These metrics were important annual measures to drive stockholder value through the Company’s strategy and business results. The achievement of certain individual performance-based MBO goals may result in a range between a 20% increase and 20% decrease to financial funding to determine the final annual incentive payout for each NEO. The MBO goals were established at the beginning of the performance period and were measured objectively following the end of the fiscal year. The specific metrics, their linkage to corporate or business segment results, as applicable, and the weighting that was placed on each, were chosen because the HRC Committee believed: •performance against these metrics enhances value for stockholders, capturing both the top and bottom line; •a balanced weighting and various caps limit the likelihood of rewarding executives for taking excessive risk; and •using different measures avoids paying for the same performance twice.

  19. Pay-for-Results (“PfR”) program design

    | Fiscal 2023 PfR | | | | Financial performance metrics | Definition(1) | Rationale for metric | | Corporate revenue | Net revenue as defined and reported in HPE’s Annual Report on Form 10-K for fiscal 2023 | Reflects top line financial performance, which is a strong indicator of our long-term ability to drive stockholder value | | Business segment revenue | Business segment net revenue, including intersegment net revenue, as defined and reported in HPE’s Annual Report on Form 10-K for fiscal 2023 | | | Corporate operating profit | Non-GAAP earnings from operations (2), as defined and reported in HPE’s Annual Report on Form 10-K for fiscal 2023 | Reflects operational financial performance which is directly tied to stockholder value on a short-term basis | | Business segment operating profit | Segment earnings from operations, as defined and reported in HPE’s Annual Report on Form 10-K for fiscal 2023 | | | Corporate annualized revenue run-rate(3) | Annualized revenue run-rate, as defined and reported in HPE’s Annual Report on Form 10-K for fiscal 2023 | Reinforces the importance of our as-a-service transition | | Business services orders | Business services attach orders as defined and reported in HPE’s internal orders results | Reflects both long-term top line and short-term operational financial performance tied to stockholder value |

  20. Discussion of fiscal 2023 MBOs

    | Annual base salaryx | Target annual incentive %x | Corporate/BU performance %X | MBO modifier (+/- 20% of financial funding) | = | Annual incentive payout ($) |

  21. Discussion of fiscal 2023 MBOs

    | Fiscal 2023 PfR program annual incentive payout | | | | | | | | | | Annual incentive target (% of salary) | % of target annual incentive funded | | | | | Named executive officer | Annual salary ($) | | Financial metrics (1) (% of target) | MBO Modifier (% of Target) | Actual payout (1) (% of target) | Actual payout ($) | | Antonio F. Neri | 1,300,000 | 200 | 112 | 105 | 117 | 3,053,361 | | Jeremy Cox (2) | 650,000 | 97.5 | 112 | 120 | 134 | 850,579 | | John F. Schultz | 800,000 | 150 | 112 | 110 | 123 | 1,476,350 | | Phil Mottram | 550,000 | 125 | 199 | 105 | 200 | 1,375,000 | | Neil B. MacDonald | 550,000 | 125 | 83 | 110 | 91 | 624,999 | | Tarek Robbiati (3) | 850,000 | 150 | n/a | n/a | n/a | n/a |

  22. Discussion of fiscal 2023 MBOs

    1. Financial metrics and Actual payout percentages are rounded. 2. Mr. Cox’s Fiscal 2023 incentive was based on a proration of his 80% target incentive percentage before August 2023 and his 150% target incentive percentage thereafter. 3. Due to his resignation in August 2023, Mr. Robbiati was not eligible for an annual incentive award for fiscal 2023.

  23. Long-term incentives

    Long-term incentives

  24. Fiscal 2023 award mix

    •RSUs support retention and are linked to stockholder value and ownership, which are also important goals of HPE’s executive compensation program. Annual RSUs vest ratably over three years from the date of grant. Note: Consistent with long-term incentives granted to the Company’s other Senior Vice Presidents, Mr. Cox’s fiscal 2023 long-term incentives were granted in the form of 100% restricted stock units.

  25. Fiscal 2023 annual LTI grant values

    Fiscal 2023 annual LTI grant values The HRC Committee, and in the case of Mr. Neri, the independent members of the Board, approved the value of fiscal 2023 annual LTI awards for the NEOs based on factors such as competitive market data, internal equity, individual performance, and the executives’ potential future contributions.

  26. Fiscal 2023 annual LTI grant values

    | Fiscal 2023 annual LTI target award values ($) | | | | | Named executive officer | PARSUs (50%) | RSUs (50%) | Total LTI value (100%) | | Antonio F. Neri | 7,500,000 | 7,500,000 | 15,000,000 | | Jeremy Cox | — | 1,000,000 | 1,000,000 | | John F. Schultz | 3,250,000 | 3,250,000 | 6,500,000 | | Phil Mottram | 2,250,000 | 2,250,000 | 4,500,000 | | Neil B. MacDonald | 2,250,000 | 2,250,000 | 4,500,000 | | Tarek Robbiati (1) | 3,500,000 | 3,500,000 | 7,000,000 |

  27. Fiscal 2023 annual LTI grant values

    1. Mr. Robbiati forfeited all unvested equity awards at the time of his resignation in August 2023. These values represent the target dollar value of awards granted. The actual grant date fair value used for accounting and disclosure purposes may vary. For more information on NEO grants of PARSUs and RSUs during fiscal 2023, see the “Fiscal 2023 grants of plan-based awards” table.

  28. Fiscal 2023 PARSUs

    Fiscal 2023 PARSUs The PARSUs were structured to have two- and three-year performance periods that began at the start of fiscal 2023 and continue through the end of fiscal 2024 and 2025, respectively. Under this program, fifty percent of the PARSUs are eligible for vesting based on performance over two years with continued service, and fifty percent are eligible for vesting based on performance over three years with continued service. The two- and three-year performance measures are each based on HPE’s non-GAAP net income growth and a modifier dependent upon relative TSR performance against the S&P 500 constituents. The PARSUs granted to our NEOs measure net income to drive accountability for all aspects of revenue, costs, expenses, depreciation on past capital expenditures, and taxes, which we believe are all key drivers of stockholder value. Internal non-GAAP net income goals were set after consideration of historical performance, internal budgets, and external expectations. Additional details regarding the fiscal 2023 PARSU design are illustrated and further described below.

  29. Fiscal 2023 PARSUs

    | | | Two- and three-year performance periods | | | | | Target PARSUs grantedx | Corporate non-GAAP net income performance % | X | Relative TSR modifier (+/- 20% of financial funding) | = | Final PARSUs vested |

  30. Fiscal 2023 PARSUs

    | Fiscal 2023 PARSUs | | | | | | | | Segment | Vesting(1) | Non-GAAP net income growth vs. internal goals(2)(3)(4) | | Relative TSR vs. S&P 500 +/- 20% modifier(4) | | Overall payout | | Segment one | 50% after two-year performance period | Max Target Threshold < Threshold | 200% 100% 50% 0% | ≥ 90th percentile 50th percentile ≤ 25th percentile | 1.2x 1.0x 0.8x | 0 - 200% of target | | Segment two | 50% after three-year performance period | Max Target Threshold < Threshold | 200% 100% 50% 0% | ≥ 90th percentile 50th percentile ≤ 25th percentile | 1.2x 1.0x 0.8x | 0 - 200% of target |

  31. Fiscal 2023 PARSUs

    1.Performance measurement and vesting occur fifty percent each at the end of the two- and three-year periods, subject to continued service. 2.Non-GAAP net income goals are determined based on the most recent preceding fiscal-year results adjusted by the predetermined year-over-year net income growth rates approved by the HRC Committee at the beginning of the performance period. See the “GAAP to non-GAAP reconciliations” attached as Annex B for additional details regarding non-GAAP diluted net earnings per share. 3.Targets to be disclosed only following the end of the performance periods out of concern for competitive harm. 4.Interpolated for performance between threshold/target and target/maximum achievement levels for net income and relative TSR.

  32. Vesting achievement under the fiscal 2022-2023 PARSU award cycle

    Vesting achievement under the fiscal 2022-2023 PARSU award cycle The number of segment one fiscal 2022 PARSUs earned was based on our performance against two-year non-GAAP net income growth rates approved by the HRC Committee at the beginning of the performance period and a modifier dependent upon relative TSR performance against the S&P 500 constituents. The actual performance achievement as a percent of target for the completed two-year performance period as of October 31, 2023 is summarized in the table below:

  33. Vesting achievement under the fiscal 2022-2023 PARSU award cycle

    | | | Non-GAAP net income growth (% of target earned) | | | | Relative TSR vs. S&P 500(1) (modifier of achievement %) | | Total payout (% of target vesting) | | | Performance period | YoY target (%) | YoY result (%) | Achievement (%) | 2-year average achievement (%) | | | | | Segment | | | | | | Percentile | Modifier (%) | | | Segment one(2) | FY22 (3) | 104 | 102 | 77.6 | 69.1 | 78th percentile | 113.9 | 78.7 | | | FY23 (4) | 110 | 106 | 60.7 | | | | |

  34. Vesting achievement under the fiscal 2022-2023 PARSU award cycle

    1.Relative TSR as reported by Bloomberg and calculated using the average closing price of HPE and the S&P 500 companies’ common stock for the beginning and end of the performance period, assuming reinvestment of dividends. 2.Segment one of the fiscal 2022 PARSU performance period began on November 1, 2021 and ended on October 31, 2023. 3.The non-GAAP net income growth threshold and maximum for fiscal 2022 were 100% and 108% respectively. 4.The non-GAAP net income growth threshold and maximum for fiscal 2023 were 105% and 115% respectively.

  35. Vesting achievement under the fiscal 2021-2023 PARSU award cycle

    Vesting achievement under the fiscal 2021-2023 PARSU award cycle The number of segment two fiscal 2021 PARSUs earned was based on our performance against three-year non-GAAP net income growth rates approved by the HRC Committee at the beginning of the performance period and a modifier dependent upon relative TSR performance against the S&P 500 constituents. The actual performance achievement as a percent of target for the completed three-year performance period as of October 31, 2023 is summarized in the table below:

  36. Vesting achievement under the fiscal 2021-2023 PARSU award cycle

    | | | Non-GAAP net income growth (% of target earned) | | | | Relative TSR vs. S&P 500(1) (modifier of achievement %) | | Total payout (% of target vesting) | | | Performance period | YoY target (%) | YoY result (%) | Achievement (%) | 3-year average achievement (%) | | | | | Segment | | | | | | Percentile | Modifier (%) | | | Segment two(2) | FY21 (3) | 110 | 130 | 200.0 | 120.6 | 88th percentile | 118.8 | 143.2 | | | FY22 (4) | 107 | 102 | 67.0 | | | | | | | FY23 (4) | 107 | 106 | 94.8 | | | | |

  37. Vesting achievement under the fiscal 2021-2023 PARSU award cycle

    1.Relative TSR as reported by Bloomberg and calculated using the average closing price of HPE and the S&P 500 companies’ common stock for the beginning and end of the performance period, assuming reinvestment of dividends. 2.Segment two of the fiscal 2021 PARSU performance period began on November 1, 2020 and ended on October 31, 2023. 3.The non-GAAP net income growth threshold and maximum for fiscal 2021 were 102% and 116%, respectively. 4.The non-GAAP net income growth threshold and maximum for fiscal 2022 and fiscal 2023 were 100% and 113%, respectively.

  38. Use of comparative compensation data and compensation philosophy

    Use of comparative compensation data and compensation philosophy The HRC Committee reviewed Section 16 officer compensation and compared it to that of executives in similar positions with HPE’s peers for purposes of benchmarking target pay levels. The HRC Committee’s annual review of our peer group resulted in the addition of one peer, Kyndryl Holdings, for fiscal 2023. The HRC Committee reviewed and approved the following 19 company peer group, which informed decision making for fiscal 2023 target pay levels:

  39. Use of comparative compensation data and compensation philosophy

    | Fiscal 2023 peer companies | | | | Accenture | HP Inc. | NetApp | | ADP | IBM | Qualcomm | | Cisco Systems, Inc. | Intel Corporation | Seagate Technology | | Cognizant | Jabil | Western Digital | | DXC Technology | Juniper Networks | Xerox | | Flex Ltd. | Kyndryl Holdings | | | Honeywell | Micron Technology | |

  40. Use of comparative compensation data and compensation philosophy

    For fiscal 2023, FW Cook used the following screening criteria to develop a pool of potential peers: •Industry — companies operating in similar or comparable industry space. •Size — companies that would position HPE in a range around the peer median on size characteristics mainly focused on revenue and market cap. HPE is positioned within a reasonable range around peer median on several size characteristics (e.g., revenue, operating income, and market cap). At the time the fiscal 2023 peer group was approved, the Company was between the median and 75th percentile for revenue and between the 25th percentile and median for market capitalization. In reviewing comparative pay data from these companies against pay for our Section 16 officers (including our NEOs), the HRC Committee evaluated data, using regression analysis where necessary to adjust for size differences between HPE and the expanded set of companies included in the analysis. Exclusions were made for particular data points of certain companies if they were anomalous and not representative of market practices. The HRC Committee continued to set target total direct compensation levels for fiscal 2023 that were generally within a competitive range of the market median, although in some cases it sets higher levels for attraction and retention purposes. The HRC Committee reviews HPE’s peer group annually to assess the appropriateness for competitive benchmarking of executive pay and compensation design.

  41. Policy on recovery in event of financial restatement

    Policy on recovery in event of financial restatement HPE maintains a “clawback” policy that permits the Company to recover certain annual incentives (and long-term cash incentives, if any) from senior executives in the event that fraud or personal misconduct results in a significant restatement of financial results. The policy permits the recovery of incentives paid from those senior executives whose fraud or misconduct resulted in the restatement to the extent the amounts paid would have been lower absent the fraud or misconduct, as determined by the Board. In addition, HPE’s equity grant agreements and employee agreements regarding confidential information and proprietary developments provide that incentive and equity awards are subject to clawback, cancellation, or other appropriate treatment if the recipient engages in misconduct that is prohibited by applicable law or HPE policy, or if clawback is otherwise required by applicable law or HPE policy. Additionally, HPE adopted a clawback policy for compliance with the NYSE listing standards and Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) effective October 2, 2023. This additional clawback policy applies to current or former Section 16 officers and only in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws; misconduct on the part of the executive is not required. Under this additional clawback policy, HPE is required to recoup incentive-based compensation (as that term is defined in Section 10D of the Exchange Act, which includes our PARSU awards and our annual incentive awards) erroneously received within the three fiscal years preceding the date restatement is determined to be required.

  42. Fiscal 2023 summary compensation table

    Fiscal 2023 summary compensation table The following table sets forth information concerning the compensation of our CEO, CFO, and three other most highly compensated executive officers who remained employed at the end of fiscal 2023 (as well as Mr. Robbiati, who served as CFO during fiscal 2023):

  43. Fiscal 2023 summary compensation table

    | Name and principal position(1) | Year | Salary ($)(2) | Bonus ($) | Stock awards ($)(3) | Option awards ($) | Non-equity incentive plan compensation ($)(4) | Change in pension value and nonqualified deferred compensation earnings ($)(5) | All other compensation ($)(6) | Total ($) | | Antonio F. Neri President and Chief Executive Officer | 2023 | 1,300,000 | — | 15,577,803 | — | 3,053,361 | — | 135,385 | 20,066,549 | | | 2022 | 1,275,000 | — | 13,386,710 | — | 2,352,980 | — | 351,675 | 17,366,365 | | | 2021 | 1,225,000 | — | 13,118,823 | — | 4,005,970 | 16,091 | 686,531 | 19,052,415 | | Jeremy Cox Senior Vice President, Controller and Chief Tax Officer & Interim Chief Financial Officer | 2023 | 650,000 | — | 999,994 | — | 850,579 | — | 34,750 | 2,535,323 | | John F. Schultz Executive Vice President, Chief Operating and Legal Officer | 2023 | 800,000 | — | 6,750,387 | — | 1,476,350 | — | 94,429 | 9,121,166 | | | 2022 | 800,000 | — | 6,052,518 | — | 971,605 | — | 112,491 | 7,936,614 | | | 2021 | 775,000 | — | 4,539,107 | — | 1,821,592 | — | 236,853 | 7,372,552 | | Phil Mottram Executive Vice President, General Manager of Intelligent Edge | 2023 | 550,000 | — | 4,673,358 | — | 1,375,000 | — | 28,847 | 6,627,205 | | Neil B. MacDonald Executive Vice President, General Manager of Compute | 2023 | 550,000 | — | 4,673,358 | — | 624,999 | — | 166,016 | 6,014,373 | | | 2022 | 550,000 | — | 3,089,231 | — | 1,012,761 | — | 33,443 | 4,685,435 | | Tarek Robbiati Former Executive Vice President, Chief Financial Officer | 2023 | 765,755 | — | 7,269,653 | — | — | — | 13,330 | 8,048,738 | | | 2022 | 850,000 | — | 6,178,494 | — | 1,227,641 | — | 8,500 | 8,264,635 | | | 2021 | 850,000 | — | 12,204,482 | — | 2,501,688 | — | 9,531 | 15,565,701 |

  44. Fiscal 2023 summary compensation table

    1.Mr. Cox was appointed Interim CFO effective August 25, 2023 and was not a named executive officer in fiscal 2021 and 2022. Mr. Robbiati resigned from HPE effective August 25, 2023. Mr. Mottram was not a named executive officer in fiscal 2021 and 2022. Mr. MacDonald was not a named executive officer in fiscal 2021. 2.Amounts shown represent base salary earned during the fiscal year, as described in the “Fiscal 2023 base salary” section. 3.The grant date fair value of all stock awards has been calculated in accordance with applicable accounting standards. For information on the assumptions used to calculate the fair value of the awards, refer to Note 5, “Stock-Based Compensation” to our “Consolidated Financial Statements” in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended October 31, 2023, as filed with the SEC on December 22, 2023. In the case of RSUs, the value is determined by multiplying the number of units granted by the closing price of HPE’s stock on the grant date. For PARSUs awarded in fiscal 2023, amounts shown reflect the grant date fair value of the PARSUs for the two- and three-year performance periods beginning with fiscal 2023, based on the probable outcome of performance conditions related to these PARSUs on the grant date. The 2023 PARSUs include both market-related (relative TSR) and internal (non-GAAP net income) performance goals as described under “Determination of fiscal 2023 executive compensation—long-term Incentives.” Consistent with the applicable accounting standards, the grant date fair value of the relative TSR component has been determined using a Monte Carlo simulation model. The table below sets forth the grant date fair value for the PARSUs granted to our NEOs in fiscal 2023. 4.All amounts shown represent payouts under the PfR program. Such amounts were earned during the applicable fiscal year but paid after the end of that fiscal year. 5.Amounts shown represent the increase in actuarial present value of NEO pension benefits during the applicable fiscal year, as described in more detail under “Narrative to the fiscal 2023 pension benefits table” below. The amounts reported do not reflect additional accruals, but reflect the passage of one additional year from the prior present value calculation and changes in other actuarial assumptions. The assumptions used in calculating the changes in pension benefits are described in footnote 3 to the “Fiscal 2023 pension benefits table” below. 6.The amounts shown are detailed in the “Fiscal 2023 all other compensation table” below.

  45. Fiscal 2023 summary compensation table

    | 90 | HPE 2024 PROXY STATEMENT |

  46. Fiscal 2023 summary compensation table

    | Name | Probable outcome of performance conditions grant date fair value ($)* | Maximum outcome of performance conditions grant date fair value ($)* | | Antonio F. Neri | 8,077,806 | 16,155,611 | | Jeremy Cox | — | — | | John F. Schultz | 3,500,385 | 7,000,771 | | Phil Mottram | 2,423,350 | 4,846,701 | | Neil B. MacDonald | 2,423,350 | 4,846,701 | | Tarek Robbiati | 3,769,649 | 7,539,297 |

  47. Fiscal 2023 summary compensation table

    * All amounts shown represent the grant date fair value of the PARSUs subject to the internal non-GAAP net income performance goals and relative TSR modifier (i) based on the probable or target outcome as of the date the goals were set and (ii) based on achieving the maximum level of performance (i.e., 200% of target) for the two- and three-year performance periods beginning in fiscal 2023. The grant date fair value of the PARSUs awarded on December 8, 2022 was $17.55 per unit, which was determined using a Monte Carlo simulation model. Grants are subject to the internal non-GAAP net income performance goals and a relative TSR modifier.

  48. Fiscal 2023 grants of plan-based awards

    Fiscal 2023 grants of plan-based awards The following table provides information on awards granted under the PfR program for fiscal 2023, and awards of RSUs and PARSUs granted as part of the fiscal 2023 long-term incentive compensation, all of which are provided under the HPE 2021 Stock Incentive Plan:

  49. Fiscal 2023 grants of plan-based awards

    | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: number of shares of stock or units(3) (#) | Grant-date fair value of stock and option awards(4) ($) | | Name | Grant date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Antonio F. Neri | | | | | | | | | | | PfR | | 780,000 | 2,600,000 | 5,200,000 | | | | | | | Annual RSU | 12/8/2022 | | | | | | | 460,405 | 7,499,997 | | Annual PARSU | 12/8/2022 | | | | 184,162 | 460,405 | 920,810 | | 8,077,806 | | Jeremy Cox(5) | | | | | | | | | | | PfR | | 190,125 | 633,750 | 1,267,500 | | | | | | | Annual RSU | 12/8/2022 | | | | | | | 61,387 | 999,994 | | John F. Schultz | | | | | | | | | | | PfR | | 360,000 | 1,200,000 | 2,400,000 | | | | | | | Annual RSU | 12/8/2022 | | | | | | | 199,509 | 3,250,002 | | Annual PARSU | 12/8/2022 | | | | 79,804 | 199,509 | 399,018 | | 3,500,385 | | Phil Mottram | | | | | | | | | | | PfR | | 192,500 | 687,500 | 1,375,000 | | | | | | | Annual RSU | 12/8/2022 | | | | | | | 138,122 | 2,250,007 | | Annual PARSU | 12/8/2022 | | | | 55,249 | 138,122 | 276,244 | | 2,423,350 | | Neil B. MacDonald | | | | | | | | | | | PfR | | 192,500 | 687,500 | 1,375,000 | | | | | | | Annual RSU | 12/8/2022 | | | | | | | 138,122 | 2,250,007 | | Annual PARSU | 12/8/2022 | | | | 55,249 | 138,122 | 276,244 | | 2,423,350 | | Tarek Robbiati | | | | | | | | | | | PfR | | 382,500 | 1,275,000 | 2,550,000 | | | | | | | Annual RSU | 12/8/2022 | | | | | | | 214,856 | 3,500,004 | | Annual PARSU | 12/8/2022 | | | | 85,942 | 214,856 | 429,712 | | 3,769,649 |

  50. Fiscal 2023 grants of plan-based awards

    1.Amounts represent the range of possible cash payouts for fiscal 2023 awards under the PfR Program. 2.Fiscal 2023 PARSU amounts represent the range of shares that may vest at the end of the two- and three-year performance periods applicable to the award, assuming achievement of threshold, target, and maximum performance. Under this program, fifty percent of the PARSUs are eligible for vesting based on performance over two years with continued service, and fifty percent are eligible for vesting based on performance over three years with continued service. The two- and three-year performance measures are each based on HPE’s non-GAAP net income results and a modifier dependent upon relative TSR performance against the S&P 500 constituents. To the extent that our non-GAAP net income performance is below threshold for the performance period, no shares will vest for the applicable tranche. For additional details, see the discussion of PARSU awards under “Determination of fiscal 2023 executive compensation—Long-term incentives—Fiscal 2023 PARSUs.” 3.RSUs vest as to one third of the units on each of the first three anniversaries of the grant date, subject to continued service. 4.See footnote 2 to the “Fiscal 2023 summary compensation table” for a description of the method used to determine the grant date fair value of stock awards. This value may differ from the value represented in the “Fiscal 2023 summary compensation table” due to rounding. 5.Mr. Cox’s Fiscal 2023 annual incentive was based on a proration of his 80% target incentive percentage before August 2023 and his 150% target incentive percentage thereafter.

  51. Fiscal 2023 grants of plan-based awards

    | 92 | HPE 2024 PROXY STATEMENT |

  52. Fiscal 2023 year-end outstanding equity awards

    Fiscal 2023 year-end outstanding equity awards The following table provides information on stock and option awards held by the NEOs as of October 31, 2023:

  53. Fiscal 2023 year-end outstanding equity awards

    | | | | | | | Stock awards | | | | | | | Option awards | | | | | | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(5) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(5) ($) | | Name | Grant date | Number of securities underlying unexercised options exercisable(1) (#) | Equity incentive plan awards number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date(2) | Number of shares or units of stock that have not vested(3) (#) | Market value of shares or units of stock that have not vested(4) ($) | | | | Antonio F. Neri | 12/7/2016 | 365,945 | — | 14.67 | 12/7/2024 | — | — | — | — | | | 12/10/2020 | — | — | — | — | 181,864 | 2,797,068 | — | — | | | 12/9/2021 | — | — | — | — | 288,521 | 4,437,453 | 224,505 | 3,452,887 | | | 12/8/2022 | — | — | — | — | 473,864 | 7,288,028 | 473,864 | 7,288,028 | | Jeremy Cox | 12/10/2020 | — | — | — | — | 18,093 | 278,270 | — | — | | | 12/16/2020 | — | — | — | — | 3,006 | 46,232 | — | — | | | 12/9/2021 | — | — | — | — | 32,236 | 495,790 | — | — | | | 4/20/2022 | — | — | — | — | 50,749 | 780,520 | — | — | | | 12/8/2022 | — | — | — | — | 63,182 | 971,739 | — | — | | John F. Schultz | 12/10/2020 | — | — | — | — | 62,665 | 963,788 | — | — | | | 12/9/2021 | — | — | — | — | 110,969 | 1,706,703 | 86,349 | 1,328,048 | | | 6/21/2022 | — | — | — | — | 21,880 | 336,514 | 17,035 | 261,998 | | | 12/8/2022 | — | — | — | — | 205,342 | 3,158,160 | 205,342 | 3,158,160 | | Phil Mottram | 12/10/2020 | — | — | — | — | 18,093 | 278,270 | — | — | | | 5/28/2021 | — | — | — | — | 16,899 | 259,907 | — | — | | | 12/9/2021 | — | — | — | — | 69,078 | 1,062,420 | 51,809 | 796,822 | | | 12/8/2022 | — | — | — | — | 142,160 | 2,186,421 | 142,160 | 2,186,421 | | Neil B. MacDonald | 12/7/2016 | 7,671 | — | 14.67 | 12/7/2024 | — | — | — | — | | | 12/10/2020 | — | — | — | — | 22,615 | 347,819 | — | — | | | 12/9/2021 | — | — | — | — | 69,078 | 1,062,420 | 51,809 | 796,822 | | | 12/8/2022 | — | — | — | — | 142,160 | 2,186,421 | 142,160 | 2,186,421 | | Tarek Robbiati | — | — | — | — | — | — | — | — | — |

  54. Fiscal 2023 year-end outstanding equity awards

    1.Options awards in this column are fully vested. 2.Reflects the date in which the options may no longer be exercised as a result of expiration. All options have an eight-year term. 3.Stock awards in this column include RSUs and rounded underlying dividend equivalent units accrued through October 31, 2023. The RSUs vest as to one third of the units on each of the first three anniversaries of the grant date, subject to continued service. 4.Value calculated based on the $15.38 closing price of HPE stock on October 31, 2023. 5.The amounts in this column include the second segment of the target fiscal 2022 PARSUs, the first and second segment of the target fiscal 2023 PARSUs, and rounded underlying dividend equivalent units accrued through October 31, 2023. Final vested shares are subject to actual performance of HPE’s non-GAAP net income and relative TSR within two- and three-year performance periods, subject to continued service.

  55. Fiscal 2023 year-end outstanding equity awards

    | HPE 2024 PROXY STATEMENT | 93 |

  56. Fiscal 2023 options exercises and stock vested

    Fiscal 2023 options exercises and stock vested The following table provides information regarding options exercised and stock awards vested for the NEOs during fiscal 2023:

  57. Fiscal 2023 options exercises and stock vested

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise(1) ($) | Number of shares acquired on vesting(2) (#) | Value realized on vesting(3) ($) | | Antonio F. Neri | 434,884 | 3,761,953 | 1,053,212 | 16,555,015 | | Jeremy Cox | — | — | 109,080 | 1,753,476 | | John F. Schultz | — | — | 393,652 | 6,185,084 | | Phil Mottram | — | — | 114,499 | 1,804,256 | | Neil B. MacDonald | 15,200 | 82,434 | 157,828 | 2,480,120 | | Tarek Robbiati | — | — | 302,429 | 4,836,061 |

  58. Fiscal 2023 options exercises and stock vested

    1.Reflects the amounts realized based on the number of shares purchased multiplied by the difference between the market price and the exercise price of shares of HPE stock on the date of exercise. 2.Reflects RSUs, the first segment of the fiscal 2022 PARSUs, the second segment of the fiscal 2021 PARSUs, and accrued dividend equivalent shares. 3.Reflects the fair market value of HPE stock on the vesting date for PARSUs, RSUs, and accrued dividend equivalent shares. Fair market value is determined based on the closing price of HPE stock on the applicable vesting date.

  59. Fiscal 2023 pension benefits table

    Fiscal 2023 pension benefits table The following table provides information about the present value of accumulated pension benefits payable to each NEO:

  60. Fiscal 2023 pension benefits table

    | Name(1) | Plan name(2) | Number of years of credited service (#) | Present value of accumulated benefit(3) ($) | Payments during last fiscal year ($) | | Antonio F. Neri | Nederland Plan | 3.2 | 73,938 | — | | | IRG | 27.5 | 92,913 | — | | Jeremy Cox | — | — | — | — | | John F. Schultz | — | — | — | — | | Phil Mottram | — | — | — | — | | Neil B. MacDonald | — | — | — | — | | Tarek Robbiati | — | — | — | — |

  61. Fiscal 2023 pension benefits table

    1.Mr. Neri is the only NEO who is eligible to receive benefits under any HPE defined benefit pension plan. 2.The “Nederland Plan” refers to the Centraal Beheer Algemeen Pensioenfonds or CB APF. HPE exited the Stichting Pensioenfonds Hewlett Packard Nederland, a multiple employer pension under which HPE had participated; this exit was completed during the 2022 fiscal year. “IRG” refers to the International Retirement Guarantee. 3.Because the change in the pension table amounts from those in the prior fiscal year determine the increase in pension value, both the current assumptions as of October 31, 2023, and for the prior fiscal year as of October 31, 2022, have been included in the following description. Mr. Neri participated in an HP Inc. pension plan while employed in the Netherlands. As of October 31, 2023, the present value for this plan is based on a discount rate of 4.25% and mortality in accordance with the AG forecast table 2022. As of October 31, 2022, the assumptions included a discount rate of 3.69% and mortality in accordance with the AG forecast table 2020. The earliest unreduced retirement age in the Nederland Plan is age 67. Due to his transfer from the Netherlands to the U.S. at the request of the Company, Mr. Neri is also covered under the IRG. As of October 31, 2023, the present value of IRG benefits is based on a discount rate of 5.80%, lump sum interest rates of 5.58% for the first five years, 5.66% for the next 15 years and 5.56% thereafter, and applicable mortality. As of October 31, 2022, the assumptions included a discount rate of 5.32%, lump sum interest rates of 4.48% for the first five years, 5.26% for the next 15 years, and 5.07% thereafter, and applicable mortality. The earliest unreduced retirement age for the IRG based on Mr. Neri’s employment history is age 65. His pension value has decreased during the 2023 fiscal year by $3,689 due to increases in the discount rates which correspond to increases in bond yields globally. As required, this decrease is reported as a $0 increase in the summary compensation table.

  62. Narrative to the fiscal 2023 pension benefits table

    Narrative to the fiscal 2023 pension benefits table HPE does not sponsor any qualified U.S. defined benefit pension plans and only participates in one nonqualified U.S. defined benefit retirement plan for selected international transfers. As a result, no NEO currently accrues a benefit under any U.S. qualified defined benefit

  63. Narrative to the fiscal 2023 pension benefits table

    | 94 | HPE 2024 PROXY STATEMENT |

  64. Narrative to the fiscal 2023 pension benefits table

    pension plan. Benefits previously accrued by an NEO under non-U.S. HPE pension plans are payable to them following termination of employment, subject to the terms of the applicable plan. Mr. Neri, who is a participant in the nonqualified U.S. plan for international transfers, has the potential to accrue an additional benefit under the International Retirement Guarantee (“IRG”), but only in the event that HPE requires him to change the country of his employment.

  65. Fiscal 2023 nonqualified deferred compensation table

    Fiscal 2023 nonqualified deferred compensation table The following table provides information about contributions, earnings, withdrawals, distributions, and balances under the EDCP:

  66. Fiscal 2023 nonqualified deferred compensation table

    | Name | Executive contributions in last FY(1) ($) | Registrant contributions in last FY(1)(2) ($) | Aggregate earnings in last FY ($) | Aggregate withdrawals/ distributions ($) | Aggregate balance at FY end ($) | | Antonio F. Neri | — | — | — | — | — | | Jeremy Cox | 738,867 | 12,200 | 216,989 | 1,911,139 | 3,603,776 | | John F. Schultz | 4,100 | 12,200 | 138,313 | 182,129 | 2,248,794 | | Phil Mottram | — | — | — | — | — | | Neil B. MacDonald | 8,976 | 9,816 | 97,198 | 15,755 | 1,723,982 | | Tarek Robbiati | — | — | — | — | — |

  67. Fiscal 2023 nonqualified deferred compensation table

    1.The amounts reported here as “executive contributions” and “registrant contributions” are reported as compensation to such NEOs in the “Fiscal 2023 summary compensation table” above as “salary” and “all other compensation”, respectively. 2.The contributions reported here as “registrant contributions” were made in fiscal 2023 with respect to participant base salary deferrals made during fiscal 2022 and 2023.

  68. Narrative to the fiscal 2023 nonqualified deferred compensation table

    Narrative to the fiscal 2023 nonqualified deferred compensation table The amounts reported in the nonqualified deferred compensation table were provided under the EDCP, a nonqualified deferred compensation plan that permits eligible U.S. employees to defer base salary in excess of the amount taken into account under the qualified HPE 401(k) Plan and bonus amounts of up to 95% of the annual incentive bonus payable under the PfR program. In addition, a matching contribution is available under the plan to eligible employees. The matching contribution applies to base salary deferrals on

  69. Narrative to the fiscal 2023 nonqualified deferred compensation table

    | HPE 2024 PROXY STATEMENT | 95 |

  70. Narrative to the fiscal 2023 nonqualified deferred compensation table

    compensation above the Code limits that apply to the qualified HPE 401(k) Plan under the Code, up to a maximum of two times the Code’s compensation limit. In calendar year 2022, the NEOs were eligible for a matching contribution up to 4% on base salary contributions in excess of the Code limit up to a maximum of two times that limit (matching contributions were available on calendar year 2022 base salary from $305,000 to $610,000). In calendar year 2023, the NEOs were eligible for a matching contribution up to 4% on base salary contributions in excess of the Code limit up to a maximum of two times that limit (matching contributions were available on calendar year 2023 base salary from $330,000 to $660,000). In effect, the EDCP permits these executives and all eligible employees to receive a 401(k)-type matching contribution on a portion of base salary deferrals in excess of Code limits. Upon becoming eligible for participation, employees must specify the amount of base salary and/or the percentage of annual incentives to be deferred, as well as the time and form of payment. If termination of employment occurs before retirement (defined under the EDCP as at least age 55 with 15 years of service), distribution is made in the form of a lump sum in January of the year following the year of termination, subject to any delay required under Code Section 409A. At retirement (or earlier, if properly elected), benefits are paid according to the distribution election made by the participant subject to any delay required under Code Section 409A. No withdrawals are permitted prior to the previously elected distribution date, other than hardship withdrawals as permitted by applicable law. Amounts deferred or credited under the EDCP are credited with notional investment earnings based on participant investment elections made from among the investment options available under the HPE 401(k) Plan. Accounts maintained for participants under the EDCP are not held in trust, and all such accounts are subject to the claims of general creditors of HPE. No amounts are credited with above-market earnings.

  71. Potential payments upon termination or change in control

    Potential payments upon termination or change in control The amounts in the following table generally estimate potential payments that would have been due if an NEO had terminated employment with HPE effective October 31, 2023, under each of the circumstances specified below. These amounts are in addition to benefits generally available to U.S. employees upon termination of employment, such as distributions from the HPE 401(k) Plan and payment of accrued vacation where required.

  72. Potential payments upon termination or change in control

    | | | | | Long-term incentive programs | | | | Name | Termination scenario | Total(1) ($) | Severance(2) ($) | Stock options(3) ($) | RSUs(3) ($) | PARSUs(3) ($) | | Antonio Neri | Voluntary/For Cause | — | — | — | — | — | | | Disability | 25,263,481 | — | — | 14,522,550 | 10,740,931 | | | Retirement | 25,263,481 | — | — | 14,522,550 | 10,740,931 | | | Death | 25,263,481 | — | — | 14,522,550 | 10,740,931 | | | Not for Cause | 21,072,779 | 8,909,492 | — | 6,824,679 | 5,338,608 | | | Change in Control | 34,172,973 | 8,909,492 | — | 14,522,550 | 10,740,931 | | Jeremy Cox | Voluntary/For Cause | — | — | — | — | N/A | | | Disability | 2,572,551 | — | — | 2,572,551 | N/A | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Death | 2,572,551 | — | — | 2,572,551 | N/A | | | Not for Cause | 2,489,724 | 1,440,511 | — | 1,049,213 | N/A | | | Change in Control | 4,013,062 | 1,440,511 | — | 2,572,551 | N/A | | John F. Schultz | Voluntary/For Cause | — | — | — | — | — | | | Disability | 10,913,386 | — | — | 6,165,165 | 4,748,221 | | | Retirement | 10,913,386 | — | — | 6,165,165 | 4,748,221 | | | Death | 10,913,386 | — | — | 6,165,165 | 4,748,221 | | | Not for Cause | 8,518,187 | 3,357,351 | — | 2,784,900 | 2,375,936 | | | Change in Control | 14,270,737 | 3,357,351 | — | 6,165,165 | 4,748,221 |

  73. Potential payments upon termination or change in control

    | 96 | HPE 2024 PROXY STATEMENT |

  74. Potential payments upon termination or change in control

    | | | | | Long-term incentive programs | | | | Name | Termination scenario | Total(1) ($) | Severance(2) ($) | Stock options(3) ($) | RSUs(3) ($) | PARSUs(3) ($) | | Phil Mottram | Voluntary/For Cause | — | — | — | — | — | | | Disability | 6,770,260 | — | — | 3,787,017 | 2,983,243 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Death | 6,770,260 | — | — | 3,787,017 | 2,983,243 | | | Not for Cause | 5,224,734 | 2,242,491 | — | 1,540,019 | 1,442,224 | | | Change in Control | 9,012,751 | 2,242,491 | — | 3,787,017 | 2,983,243 | | Neil B. MacDonald | Voluntary/For Cause | — | — | — | — | — | | | Disability | 6,579,902 | — | — | 3,596,659 | 2,983,243 | | | Retirement | 6,579,902 | — | — | 3,596,659 | 2,983,243 | | | Death | 6,579,902 | — | — | 3,596,659 | 2,983,243 | | | Not for Cause | 4,993,917 | 2,077,867 | — | 1,473,826 | 1,442,224 | | | Change in Control | 8,657,769 | 2,077,867 | — | 3,596,659 | 2,983,243 | | Tarek Robbiati (4) | Voluntary Exit | — | — | — | — | — |

  75. Potential payments upon termination or change in control

    1.The total excludes amounts earned, or benefits accumulated, due to continued service by each NEO through October 31, 2023, including vested stock options, RSUs, PARSUs, accrued retirement benefits, and vested balances in the EDCP, as those amounts are detailed in the preceding tables. The total also excludes amounts each NEO was eligible to receive under the annual PfR program with respect to fiscal 2023 performance. For Mr. Neri, the total excludes amounts payable from the Netherlands pension and IRG programs in which he participates, as those are fully described in the “Fiscal 2023 pension benefits table” above. 2.For Mr. Neri, the amounts reported represent the cash benefits payable under the SPEO (as defined below) at the rate applicable to the CEO (i.e., using 2.0x multiple of base salary plus the three-year average of annual incentive payments). For the other NEOs, the amounts reported are the cash benefits payable in the event of a qualifying termination under the SPEO (i.e., base salary plus the three-year average of annual incentive payments with a 1.5x multiplier for Executive Vice Presidents and Presidents, or a 1.0x multiplier for Senior Vice Presidents). For each NEO, the amounts also include 18 times the difference between the monthly COBRA premium to continue the NEO’s group medical coverage and the monthly standard premium charged to active employees for that same coverage. 3.Value calculated based on the $15.38 closing price of HPE stock on October 31, 2023. 4.Mr. Robbiati voluntarily resigned effective August 25, 2023 and did not receive any severance benefits upon his exit.

  76. Narrative to the potential payments upon termination or change in control table

    Narrative to the potential payments upon termination or change in control table This narrative reflects plans and provisions in effect as of October 31, 2023. In fiscal 2023, Section 16 officers (including all of the NEOs) were covered by our Severance Plan for Executive Officers (the “SPEO”), which is intended to protect HPE and its stockholders, and provide a level of transition assistance in the event of an involuntary termination of employment. Under the SPEO, participants who incur an involuntary termination, not for cause, and who execute a full release of claims following such termination, which release has not been revoked or attempted to be revoked, are eligible to receive severance benefits in an amount determined as a multiple of the sum of base salary and the average of the actual annual incentives paid for the preceding three years. In the case of the CEO, the multiplier is 2.0, and in the case of Executive Vice Presidents and Presidents, the multiplier is 1.5. The multiplier for Senior Vice Presidents who are executive officers is 1.0. In all cases, the SPEO cash benefit will not exceed 2.99 times the sum of the executive’s base salary plus target annual incentive as in effect immediately prior to the termination of employment. In addition to the cash benefit, the participants in the SPEO were eligible to receive (1) a pro rata annual incentive award for the year of termination based on actual performance results, (2) pro rata vesting of unvested equity awards if any applicable performance conditions have been satisfied, and (3) a lump-sum health-benefit stipend in an amount equal to 18 months’ COBRA premiums for continued group medical coverage for the executive and his or her eligible dependents, to the extent those premiums exceed 18 times the monthly premiums for active employees in the same plan with the same level of coverage as of the date of termination. Under the SPEO, participants who incur an involuntary termination that is not for cause and does not occur within 24 months after a change in control will receive the calculated severance benefit in four equal installments over a period of 18 months. Participants who incur an involuntary termination not for cause that is within 24 months after a change in control will receive the SPEO’s cash severance benefit in a single lump sum within 75 days of termination.

  77. Narrative to the potential payments upon termination or change in control table

    | HPE 2024 PROXY STATEMENT | 97 |

  78. Chief Executive Officer (“CEO”) pay ratio

    Chief Executive Officer (“CEO”) pay ratio For fiscal 2023, the median annual total compensation of all employees of HPE (other than our CEO) was $66,816. The annual total compensation of our CEO was $20,066,549. Based on this information, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was approximately 300 to 1. We identified the “median employee” by using the following methodology and material assumptions, adjustments, and estimates (consistent with all applicable SEC rules): •we selected August 31, 2023 as the date upon which we would identify the “median employee;” •as of this date, our employee population consisted of approximately 63,773 individuals, excluding employees on leaves of absence who are not expected to return to work; •for purposes of determining our median employee, we excluded employees in certain countries that, in total, resulted in the exclusion of approximately 1,475 employees. This exclusion represents less than 5% of HPE’s total number of employees as permitted under SEC rules; •we used fiscal year-to-date “gross cash earnings” paid through August 31, 2023 as our consistently applied compensation measure. In this context, gross cash earnings includes any salary (including overtime), bonus, and/or commissions. Salaries were annualized for all permanent employees who were hired after the fiscal year began; all foreign currencies were converted to U.S. dollars based on an exchange rate for the relevant period; and •once we identified the median employee, we calculated the elements of the median employee’s fiscal 2023 total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. A summary of employees before and after the de minimis exemption is included below: HPE’s employee population included 15,919 U.S. based employees and 47,854 employees outside of the U.S. After excluding 1,475 employees (representing less than 5% of HPE’s total number of employees), as permitted under SEC rules, we identified our median employee from a group of approximately 62,298 employees globally.

  79. Chief Executive Officer (“CEO”) pay ratio

    | HPE 2024 PROXY STATEMENT | 99 |

  80. Chief Executive Officer (“CEO”) pay ratio

    | Excluded employees by country | | | | | Country | # of employees | Country | # of employees | | Denmark | 142 | Chile | 94 | | Argentina | 136 | Norway | 85 | | Portugal | 131 | New Zealand | 80 | | Greece | 130 | Vietnam | 70 | | Egypt | 110 | Kazakhstan | 35 | | Hungary | 108 | Qatar | 28 | | Finland | 103 | Luxembourg | 14 | | Philippines | 103 | Russia | 10 | | Peru | 96 | | | | | | Total employees excluded | 1,475 |

  81. Chief Executive Officer (“CEO”) pay ratio

    This information is being provided for the purposes of compliance with the pay ratio disclosure requirement. Neither the HRC Committee nor HPE management used the pay ratio measure in making compensation recommendations or decisions. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

  82. Pay versus performance

    Pay versus performance Pursuant to Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid (“CAP”) for the Company’s CEO (also referred to in this section as the “Principal Executive Officer” or “PEO”) and non-PEO NEOs and certain aspects of the financial performance of the Company. The CAP values disclosed do not reflect the actual amount of compensation paid to our NEOs during the applicable year. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. For information regarding compensation decisions made by our Compensation Committee, refer to the “Compensation Discussion and Analysis” section beginning on page 70.

  83. Pay versus performance

    | | Summary Compensation Table total for Principal Executive Officer (“PEO”) ($) (1) | Compensation actually paid to PEO ($) (1) (2) | Average Summary Compensation Table total for Non-PEO NEOs ($) (1) | Average compensation actually paid to Non-PEO NEOs ($) (1) (2) | Value of initial fixed $100 investment based on: | | Net income (millions) ($) (5) | Non-GAAP net earnings (millions) ($)(6) | | Year | | | | | HPE Total shareholder return ($) (3) | Peer group total shareholder return ($) (4) | | | | 2023 | 20,066,549 | 27,183,439 | 6,469,361 | 4,718,843 | 196 | 153 | 2,025 | 2,832 | | 2022 | 17,366,365 | 12,260,283 | 6,430,178 | 4,807,054 | 176 | 117 | 868 | 2,664 | | 2021 | 19,052,415 | 31,328,118 | 7,668,183 | 11,531,681 | 175 | 147 | 3,427 | 2,602 |

  84. Pay versus performance

    1.Mr. Neri served as our CEO in fiscal years 2023, 2022, and 2021. Non-PEO NEOs in fiscal year 2023 include Messrs. Cox, Schultz, Mottram, MacDonald, and Robbiati. Non-PEO NEOs in fiscal year 2022 included Messrs. Robbiati, Schultz, Alan May, and MacDonald. Non-PEO NEOs in fiscal year 2021 included Messrs. Robbiati, Schultz, Alan May, Tom Black, and Keerti Melkote. 2.The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in the table below. Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid consist of:

  85. Pay versus performance

    | 100 | HPE 2024 PROXY STATEMENT |

  86. Pay versus performance

    | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Total compensation from Summary Compensation Table | 20,066,549 | 6,469,361 | 17,366,365 | 6,430,178 | 19,052,415 | 7,668,183 | | Less: Change in actuarial present value reported in the "change in pension value and nonqualified deferred compensation earnings" column of the SCT | — | — | — | — | (16,091) | — | | Plus: Service cost for pension plans | — | — | — | — | — | — | | Less: Amount reported in the "Stock awards" column of the SCT | (15,577,803) | (4,873,350) | (13,386,710) | (4,666,732) | (13,118,823) | (5,096,141) | | Plus: Year end fair value of equity awards granted in the year | 16,871,925 | 3,675,699 | 9,272,474 | 3,316,605 | 19,334,854 | 6,435,366 | | Year over year change in fair value of outstanding and unvested equity awards | 1,448,323 | 271,467 | (1,077,275) | (314,568) | 3,119,548 | 1,095,667 | | Fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | — | 456,387 | | Change in fair value of equity awards granted in prior years that vested in the year | 3,137,192 | 542,955 | (759,020) | (249,551) | 1,586,632 | 515,924 | | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | — | (1,518,675) | — | — | — | — | | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | 1,237,254 | 151,385 | 844,449 | 291,123 | 1,369,583 | 456,296 | | CAP total | 27,183,439 | 4,718,843 | 12,260,283 | 4,807,054 | 31,328,118 | 11,531,681 |

  87. Pay versus performance

    3.Represents the cumulative TSR of the Company of an initial investment of $100 for the measurement period beginning October 31, 2020, and ending October 31, 2023, 2022, and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K as required under Item 402(v) of Regulation S-K. 4.The Peer Group TSR is based on the S&P Information Technology Index and the value of an initial fixed investment of $100 on October 31, 2020, assuming the reinvestment of any dividends. 5.Reflects net income as shown in the Company’s Annual Report on Form 10-K for the fiscal years ended October 31, 2023, 2022, and 2021, respectively. 6.Non-GAAP net earnings, as calculated and described in the Company’s Annual Report on Form 10-K for the year ended October 31, 2023, was selected as the company-selected measure for fiscal year 2023, as it was deemed to be the most important financial performance measure used to link Company performance to CAP to our PEO and average CAP to our other NEOs for fiscal 2023. Please note non-GAAP net earnings may not have been the most important financial performance measure for fiscal years 2022 and 2021, and we may determine a different financial measure to be the company-selected measure in future years.