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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
 
 
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material under
§240.14a-12
Dell Technologies Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
No fee required
 
Fee paid previously with preliminary materials
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11
 
 
 


Table of Contents

LOGO


Table of Contents

LOGO

Dear fellow stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to Dell Technologies Inc.’s 2024 Annual Meeting of Stockholders. The meeting will be held virtually on Thursday, June 27, 2024, at 12:00 p.m., Central Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/DELL2024, where you will be able to listen to the meeting live, submit questions and vote online.

 

You will find information regarding the matters to be voted on in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. We are sending many of our stockholders a notice via the internet regarding the availability of the proxy statement, our annual report on Form 10-K for the fiscal year ended February 2, 2024 and other relevant materials. A paper copy of these materials may be requested using one of the methods described in the accompanying proxy statement or the Notice of Internet Availability of Proxy Materials.

You may visit http://investors.delltechnologies.com to access various web-based reports, executive messages and timely information about Dell Technologies’ global business.

Whether or not you plan to attend the annual meeting, please submit your proxy or voting instructions using one of the voting methods described in the accompanying proxy statement. Submitting your proxy or voting instructions by any of these methods will not affect your right to attend the virtual meeting and vote your shares at the virtual meeting if you wish to do so.

 

   
 

“Through everything, we remain focused on delivering innovation for customers. From GenAI to Multicloud to Edge, our end-to-end solutions are accelerating customer transformation.”

 

MICHAEL S. DELL, CHAIRMAN AND CEO

 

 
   
 

If you have questions about the annual meeting, require assistance in submitting your proxy or voting your shares or need additional copies of the accompanying proxy statement or the proxy card, please contact Investor Relations at (512) 728-7800 or investor_relations@dell.com.

If your bank, brokerage firm or other nominee holds your shares, you also should contact your nominee for additional information.

 

  LOGO      

Sincerely,

 

Michael S. Dell

Chairman of the Board and

Chief Executive Officer

 

May 17, 2024


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LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Dell Technologies Inc.:

 

LOGO   Date & Time:      LOGO   Accessibility:      LOGO   Record Date:
 

Thursday, June 27, 2024

12:00 p.m., Central Time

 

www.virtualshareholder

meeting.com/DELL2024

 

Close of Business

May 1, 2024

Voting Recommendations

 

Meeting Proposals

   Board
Recommendations
   Page
Reference

Proposal 1:

  Election of the seven nominees for Group I director and the nominee for Group IV director as specified in this proxy statement    FOR ALL
NOMINEES
   7

Proposal 2:

  Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025    FOR    25

Proposal 3:

  Non-binding, advisory vote to approve named executive officer compensation as disclosed in this proxy statement, or Say-on-Pay    FOR    27

Proposal 4:

  Shareholder proposal requiring that Dell Technologies Inc.’s website list any recipient of material donations from Dell Technologies Inc.    AGAINST    28

Proposal 5:

  Shareholder proposal seeking a report to shareholders on the effectiveness of Dell Technologies Inc.’s diversity, equity, and inclusion efforts    AGAINST    30

In addition, stockholders will consider and take action upon any other business that may properly come before the annual meeting or any adjournment or postponement thereof.

The holders of record of Dell Technologies’ outstanding common stock as of the close of business on May 1, 2024, which is the record date fixed by the Board of Directors, are entitled to notice of and to vote at the annual meeting or at any adjournment or postponement thereof.

We encourage you to access the annual meeting before the start time of 12:00 p.m., Central Time, on June 27, 2024. Please allow ample time for online check-in, which will begin at 11:45 a.m., Central Time, on June 27, 2024.

A complete list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder for at least ten days before the meeting during ordinary business hours at our headquarters located at One Dell Way, Round Rock, Texas 78682. In addition, the list will be available to any stockholder during the annual meeting on the meeting website set forth above using the 16 digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

Whether or not you plan to attend the annual meeting, your Board of Directors urges you to read the proxy statement and submit proxy or voting instructions for your shares via the internet or by telephone, or complete, date, sign and return your proxy card or voting instruction form in the pre-addressed, postage-paid envelope provided. We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs.

This Notice of Annual Meeting of Stockholders and the proxy statement are accompanied by Dell Technologies’ annual report on Form 10-K for the fiscal year ended February 2, 2024, which is our annual report to stockholders for our 2024 fiscal year.

If you have questions about the annual meeting, require assistance in submitting your proxy or voting your shares or need additional copies of the accompanying proxy statement or the proxy card, please contact Investor Relations at (512) 728-7800 or investor_relations@dell.com.

If a bank, brokerage firm or other nominee holds your shares, you also should contact your nominee for additional information.

By Order of the Board of Directors

Richard J. Rothberg

Secretary

May 17, 2024


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YOUR VOTE IS IMPORTANT

Whether or not you plan to attend Dell Technologies’ annual meeting, please submit your proxy or voting instructions as soon as possible. Under New York Stock Exchange rules, if you hold your shares in street name, your bank, brokerage firm or other nominee holding shares on your behalf will NOT be able to vote your shares on Proposal 1 (election of directors), Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in the accompanying proxy statement), Proposal 4 (shareholder proposal requiring that Dell Technologies Inc.’s website list any recipient of material donations from Dell Technologies Inc.) and Proposal 5 (shareholder proposal seeking a report to shareholders on the effectiveness of Dell Technologies Inc.’s diversity, equity, and inclusion efforts) unless it receives specific instructions from you. We strongly encourage you to submit your voting instructions.

We encourage you to submit your proxy or voting instructions via the internet, which is convenient and helps reduce the environmental impact of our annual meeting. For instructions on how to submit your proxy or voting instructions and how to vote your shares, please refer to the section entitled “Questions and Answers About the Annual Meeting” beginning on page 75 of the accompanying proxy statement.


Table of Contents

Table of Contents

 

Summary Information      1  
Environmental, Social and Governance (ESG)      5  
Proposal 1 – Election of Directors      7  
Class C Vote for Group IV Director      7  
Director Groups      7  
Director Nominees      7  
Director Qualifications and Information      8  
Stockholder Arrangements      14  
Share Class Structure      15  
Corporate Governance      15  
Director Compensation      23  
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm      25  
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation      27  
Proposal 4 – Shareholder Proposal Requiring That Dell Technologies Inc.’s Website List Any Recipient of Material Donations From Dell Technologies Inc.      28  
Proposal 5 – Shareholder Proposal Seeking a Report to Shareholders on the Effectiveness of Dell Technologies Inc.’s Diversity, Equity, and Inclusion Efforts      30  
Equity Compensation Plan Information      33  
Compensation Committee Report      34  
Compensation Discussion and Analysis      35  
Introduction      35  
Named Executive Officers      35  
Highlights of Fiscal 2024 Performance      35  
Executive Compensation Philosophy and Core Objectives      36  
Executive Compensation Overview      36  
Individual Compensation Components      37  
Compensation Governance      45  
Compensation of Executive Officers      49  
Fiscal 2024 Summary Compensation Table      49  
All Other Compensation Table      51  
Grants of Plan-Based Awards in Fiscal 2024      52  
Outstanding Equity Awards at End of Fiscal 2024      54  
Stock Vested      56  
Stock Incentive Plan      56  
Other Benefit Plans      57  
Payments Upon Termination of Employment or Change in Control      57  
Pay Ratio Disclosure      59  
Pay Versus Performance Disclosure      60  
Report of the Audit Committee      65  
Security Ownership of Certain Beneficial Owners and Management      66  
Transactions With Related Persons      69  
Policy for Review and Approval of Transactions With Related Persons      69  
Transactions With Michael S. Dell and Other Related Persons      70  
Transactions With VMware      70  
Transactions With Other Principal Stockholders      72  
Relationships and Transactions Under Other Stockholder Agreements and Arrangements      72  
Other Transactions      73  
Questions and Answers About the Annual Meeting      75  
Additional Information      83  
Director Nomination Process      83  
Shareholder Proposals for Next Year’s Annual Meeting      84  
Delinquent Section 16(a) Reports      84  
Stockholders Sharing the Same Last Name and Address      85  
Availability of Annual Report on Form 10-K      85  
Other Matters      85  
Annex A – Selected Definitions      A-1  
Annex B – Reconciliation of Non-GAAP Financial Measure      B-1  
 


Table of Contents

 

Summary Information

 

 

This summary highlights information contained elsewhere in this proxy statement. For more complete information, we encourage you to review the entire proxy statement and Dell Technologies’ annual report on Form 10-K for the fiscal year ended February 2, 2024.

The Notice of Internet Availability of Proxy Materials is first being distributed to stockholders on or about May 17, 2024. On or about May 24, 2024, we will begin mailing a full set of proxy materials to some of our stockholders. All references to “Dell Technologies,” “we,” “us,” “our” and “Company” in this proxy statement refer to Dell Technologies Inc. individually or together with its consolidated subsidiaries.

Annual Meeting of Stockholders

 

   

Date:

  Thursday, June 27, 2024

Time:

  12:00 p.m., Central Time

Record Date:

  May 1, 2024

Webcast:

  The meeting can be accessed by visiting www.virtualshareholdermeeting.com/DELL2024, where you will be able to listen to the meeting live, submit questions and vote online.

Voting Methods:

 

LOGO   LOGO   LOGO   LOGO   LOGO

Submit your proxy

or voting instructions

by internet

 

Submit your proxy

by mobile device

  Submit your proxy or voting instructions by telephone  

Submit your proxy or voting instructions

by mail

 

Submit your vote online during

the meeting

Go to www.proxyvote.com and enter the 16 digit control number provided on your proxy card,

voting instruction form or Notice of Internet Availability of Proxy Materials.

 

Scan this QR code

to vote with your

mobile device. You will need the 16 digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

 

Call the number on

your proxy card or voting instruction form. You will need the 16 digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

 

Complete, sign

and date the proxy card or voting instruction form and mail it in the accompanying

pre-addressed,

postage-paid envelope.

  See instructions in the section captioned “Webcast” above regarding attendance at the virtual annual meeting to vote online. You will need the 16 digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs.

 

Dell Technologies / 2024 Proxy Statement / 1


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Meeting Proposals and Voting Recommendations

 

Meeting Proposals

   Board
Recommendations
   Page
Reference

Proposal 1:

  Election of the seven nominees for Group I director and the nominee for Group IV director as specified in this proxy statement    FOR ALL
NOMINEES
   7

Proposal 2:

  Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025    FOR    25

Proposal 3:

  Non-binding, advisory vote to approve named executive officer compensation as disclosed in this proxy statement, or Say-on-Pay    FOR    27

Proposal 4:

  Shareholder proposal requiring that Dell Technologies Inc.’s website list any recipient of material donations from Dell Technologies Inc.    AGAINST    28

Proposal 5:

  Shareholder proposal seeking a report to shareholders on the effectiveness of Dell Technologies Inc.’s diversity, equity, and inclusion efforts    AGAINST    30

Except as indicated below with respect to Proposal 1, our outstanding series of Class A common stock, Class B common stock and Class C common stock will vote together as a single class on the meeting proposals and on any other business that properly comes before the stockholders for a vote at the meeting.

 

Dell Technologies / 2024 Proxy Statement / 2


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Election of Director Nominees (Proposal 1)

Of the eight director nominees, seven nominees will be elected as Group I directors by the holders of the shares of all outstanding series of our common stock, voting together as a single class. The remaining director nominee will be elected as the Group IV director by the holders of our outstanding Class C common stock, voting separately as a series.

As discussed below under “Proposal 1 — Election of Directors,” the Board of Directors, or Board, is asking holders of our Class A common stock, Class B common stock and Class C common stock to vote “FOR” the election of each of the seven Group I director nominees listed below and holders of our Class C common stock to vote “FOR” the election of the Group IV director nominee listed below. Each nominee will be elected for a term commencing on the date of the nominee’s election and ending on the date on which the nominee’s successor is elected and qualified.

Set forth below is summary information about each director nominee.

 

Nominee and Principal Occupation

  Director
Group
  Age   Director
Since
  Independent   Current Committee
Membership
  Skills and
Experience
LOGO  

Michael S. Dell

Chairman and Chief Executive Officer
of Dell Technologies Inc.

  I   59   2013           LOGOLOGOLOGOLOGOLOGOLOGO
LOGO  

David W. Dorman

Founding Partner of Centerview Capital
Technology

  I   70   2016    

  Nominating and Governance

  LOGOLOGOLOGOLOGOLOGOLOGO
LOGO  

Egon Durban

Co-CEO of Silver Lake

  I   50   2013           LOGOLOGOLOGOLOGOLOGOLOGO
LOGO  

David Grain

Founder and Chief Executive Officer of
Grain Management LLC

  I   61   2021    

  Audit

  LOGOLOGOLOGOLOGOLOGOLOGO
LOGO  

William D. Green

Former Chairman of Accenture plc

  I
  70
  2016
 
 

  Audit (Chair)

  LOGOLOGOLOGOLOGOLOGOLOGO
LOGO  

Ellen J. Kullman –

Lead Independent Director

Executive Chair of Carbon, Inc.

  IV   68   2016    

  Nominating and Governance (Chair)

 

  LOGOLOGOLOGOLOGOLOGOLOGO
LOGO  

Steven M. Mollenkopf

Former Chief Executive Officer
of Qualcomm Incorporated

  I   55   2023    

  Compensation

  LOGOLOGOLOGOLOGOLOGOLOGO
LOGO  

Lynn Vojvodich Radakovich

Former Executive Vice President
and Chief Marketing Officer of
Salesforce.com, Inc.

  I   56   2019    

  Audit

  Compensation (Chair)

  LOGOLOGOLOGOLOGOLOGOLOGO

 

LOGO    Leadership Experience   LOGO    Financial Literacy   LOGO    International Experience
LOGO    Public Company Board Experience   LOGO    Technology Industry Experience   LOGO    Risk Management

 

 

Dell Technologies / 2024 Proxy Statement / 3


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2)

The Board is asking you to vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for our fiscal year ending January 31, 2025, or Fiscal 2025. All PwC fees incurred in connection with professional services rendered to Dell Technologies during our fiscal year ended February 2, 2024, or Fiscal 2024, and February 3, 2023, or Fiscal 2023, are summarized under “Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.”

Say-on-Pay Vote (Proposal 3)

The Board is asking you to vote, on a non-binding, advisory basis, “FOR” the approval of the compensation of our named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures beginning on page 35. The Compensation Committee and the Board value the views of the Company’s stockholders and will take the outcome of the advisory vote into account when considering future executive compensation matters.

Shareholder Proposals (Proposals 4 and 5)

The Board is asking you to vote “AGAINST” each of the shareholder proposals.

Shareholder Proposals for 2025 Annual Meeting of Stockholders

 

   

Deadline for stockholder proposals to be included in our 2025 proxy statement: January 24, 2025

 

   

Deadline for proposed business and nominations for director that will not be included in our 2025 proxy statement: February 27, 2025 – March 29, 2025

 

   

Deadline for notice under the universal proxy rules of the Securities and Exchange Commission, or SEC, for solicitation of proxies in connection with our 2025 annual meeting in support of director nominees other than the Company’s nominees: April 28, 2025

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders To Be Held on Thursday, June 27, 2024:

The accompanying Notice of Annual Meeting of Stockholders, proxy statement,

form of proxy card and Dell Technologies Annual Report on Form 10-K

for the fiscal year ended February 2, 2024 are available electronically

on our website at http://investors.delltechnologies.com under the

News & Events – Upcoming Events section and at www.proxyvote.com.

 

Dell Technologies / 2024 Proxy Statement / 4


Table of Contents

 

Environmental, Social and Governance (ESG)

 

 

LOGO
Advancing Sustainability     Cultivating Inclusion      Transforming Lives      Upholding Trust  

At Dell Technologies, our purpose is to create technologies that drive human progress. By putting our technology, scale and expertise to work, we focus on where we believe we can make the largest impact and can do the most good for both people and the planet. We recognize that all of our stakeholders, including stockholders, customers, suppliers, employees, and communities, are essential to our business.

We take our opportunity and responsibility to create positive impact seriously, making effective governance and transparency an essential part of our Environmental, Social and Governance, or ESG, strategy. Our Board of Directors, directly and through its standing committees, oversees the establishment and maintenance of our governance, compliance and risk oversight processes and procedures to promote the conduct of our business with the highest standards of responsibility, ethics and integrity. Our governance framework includes regular updates to the Board of Directors, incorporates ESG goals and key drivers into the Company’s overall strategy, and involves management committees, including an ESG Steering Committee, charged with overseeing and executing Dell Technologies’ ESG strategy under the supervision of our leadership team. The ESG Steering Committee is also responsible for monitoring and supporting Dell Technologies’ progress towards achieving the established ESG goals and other related ESG priorities. To ensure an integrated perspective and approach to ESG, these management committees are composed of members from various teams across the Company, including representatives from functions such as corporate sustainability and ESG, diversity and inclusion, human resources, philanthropy, security, ethics and privacy, supply chain audit, corporate affairs, government affairs, internal audit, legal, risk management, investor relations, accounting, finance and product, operations and services teams. Together, these governance bodies develop, manage and measure ESG strategy and performance.

We are committed to transparency in our effort to drive human progress, and we regularly evaluate the quality and effectiveness of our ESG reporting based on feedback from our stakeholders, and to align to external reporting frameworks and evolving regulatory requirements. We publish detailed, three-year performance trends on key metrics and on key topics within our annual ESG Report, available on the ESG & Impact page of our website. We complement this information with reporting framework indexes in our ESG Report, such as The Global Reporting Initiative’s (GRI) standards, the World Economic Forum’s (WEF) Stakeholder Capitalism Metrics, CDP Climate, CDP Water Security, and the Sustainability Accounting Standards Board (SASB) standards. This promotes accountability and allows our stakeholders to follow our progress on our 2030 goals.

Our ESG goals guide our impact strategies. To drive measurable impact, goals must reflect where we have the biggest opportunity to drive meaningful change. We consistently evaluate our goals and targets through that lens. Our plan is to activate change in the critical areas of advancing sustainability, cultivating inclusion, transforming lives and upholding trust.

 

   

Advancing Sustainability – We believe we have a responsibility to create a more sustainable future and to protect and enrich our planet together with our customers, suppliers, and communities. We seek to achieve this by focusing our impact on selected key areas, including both climate change and circular economy. We continue to emphasize sustainability across our business ecosystem, valuing natural resources and seeking to minimize our environmental impact. With the power of our global supply chain, Dell Technologies pursues the highest standards of sustainability and ethical practices.

 

   

Cultivating Inclusion – We view diversity and inclusion as a business imperative to help build and empower our future workforce. We strive to cultivate an inclusive workforce and believe our team members should be representative of the diversity in our global customer base. Further, we believe diversity of leadership enhances innovation and ensures that company decisions reflect our diverse stakeholder groups.

 

   

Transforming Lives – We believe our scale, support, and the innovative application of our technology can be a catalyst in advancing fundamental human rights and addressing complex societal challenges, such as digital inclusion, for under-resourced groups. We endeavor to harness the power of technology, our scale, and our expertise to create a digital future that can contribute to the realization of human potential.

 

   

Upholding Trust – Upholding trust through security, ethics, and privacy plays a critical role in creating business success. We are committed to upholding ethics and integrity and ensuring that new talent and existing team members align with our ethical

 

Dell Technologies / 2024 Proxy Statement / 5


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

 

culture. We will continue to invest in our advanced privacy governance and risk-management technology and continue seeking to select, evaluate, and do business with third parties who share our dedication to ethics and privacy.

For more information about our commitment to making business and societal impact and our 2030 goals, please consult our annual report on Form 10-K for Fiscal 2024 as well as the reports and content on the ESG & Impact page of our website.

 

Dell Technologies / 2024 Proxy Statement / 6


Table of Contents

 

Proposal 1 – Election of Directors

 

 

In this Proposal 1, the Board is asking stockholders to vote for the election of Michael S. Dell, David W. Dorman, Egon Durban, David Grain, William D. Green, Steven M. Mollenkopf, and Lynn Vojvodich Radakovich to the Board as Group I directors, and for the election of Ellen J. Kullman to the Board as the Group IV director. Each director nominee is currently serving as a member of our Board.

Each of the seven Group I director nominees other than Mr. Mollenkopf was elected to the Board at the 2023 annual meeting of stockholders and is currently serving as a Group I director. The Group IV director nominee was also elected to the Board at the 2023 annual meeting of stockholders and is currently serving as the Group IV director.

Mr. Mollenkopf was appointed to the Board as a Group I director effective on September 27, 2023. His leadership and operating experience, as well as deep engineering expertise, are aligned with our innovation agenda and were considerations in his appointment. Mr. Mollenkopf was identified as a director candidate by a search firm.

Class C Vote for Group IV Director

Holders of the Class C common stock, voting separately as a series, will elect the Group IV director. On the recommendation of the Nominating and Governance Committee, the Board has unanimously nominated Ellen J. Kullman for election as the Group IV director because of the perspective she brings to corporate governance from her extensive experience as a senior executive, including as a chief executive officer, and her board and committee service as an independent director of Dell Technologies and other major public companies. Mrs. Kullman currently serves as our Lead Independent Director and as chair of the Nominating and Governance Committee.

Following the 2023 annual meeting, we engaged with our Class C stockholders on considerations that informed their vote on Mrs. Kullman’s election at that meeting. Their feedback indicated that concern regarding directors who serve on nominating and governance committees of multi-class companies appears to have influenced the vote outcome for Mrs. Kullman.

The Board continues to believe that the current multi-class structure is in the best interest of Dell Technologies and its stockholders, as described in more detail below under “– Share Class Structure.” In addition, the Board has taken significant action in recent years to enhance its corporate governance profile based on stockholder feedback. In response to additional input we received during our most recent stockholder engagement, we have incorporated additional disclosure enhancements throughout the proxy statement. We will continue to engage with our Class C stockholders to understand their views on our Board and governance practices, policies, and disclosures. See “Corporate Governance – Stockholder Engagement” for more details.

Director Groups

The Board is currently composed of eight members, seven of whom are Group I directors and one of whom is the Group IV director.

Under our certificate of incorporation, the number of Group I directors may be no fewer than three or more than 20 directors and will be determined in accordance with our bylaws. The bylaws provide that the total number of directors will be fixed by resolution of the Board and may be no fewer than three directors or more than 21 directors, provided that the number of Group I directors may be no fewer than three directors or more than 20 directors and there shall be one director acting as the Group IV director.

Elections of the members of the Board are held annually at the annual meeting of stockholders. Each director is elected for a term commencing on the date of such director’s election and ending on the date on which the director’s successor is elected and qualified.

Under the certificate of incorporation, each Group I director is elected annually by the holders of all series of our outstanding common stock, voting together as a single class. The Group IV director is elected annually by the holders of Class C common stock, voting separately as a series.

Director Nominees

The Board has nominated seven members currently serving as Group I directors for election as Group I directors at the annual meeting, and one member currently serving as the Group IV director for election as the Group IV director at the annual meeting. Each nominee has consented to be named as a nominee in this proxy statement and to serve as a director if elected. If any

 

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Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

nominee is unavailable for election or unable to serve upon election, the Company’s proxy holders will vote the shares of common stock for which they have received validly executed proxies for any substitute nominee designated by the Board, unless the Board chooses to reduce the number of authorized directors in accordance with, and subject to the terms of, our bylaws and certificate of incorporation, or to leave unfilled the resulting vacancy on the Board.

Biographical and qualification information about each of the nominees is included under “ – Director Qualifications and Information.” The Board’s recommendation of its director nominees is based on the terms of the Dell Technologies certificate of incorporation and the Sponsor Stockholders Agreements described below and on the Board’s carefully considered judgment that the qualifications and experience of the nominees, particularly in areas relevant to Dell Technologies’ strategy and operations, make them suitable candidates to serve on the Board.

 

        
LOGO     

The Board of Directors unanimously recommends a vote

“FOR” each of the Board’s nominees for director.

 

        

Director Qualifications and Information

Director Qualifications – The Board believes that individuals who serve on the Board should have demonstrated notable or significant achievements in business, education or public service; should possess the requisite intelligence, education, experience and judgment to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and should have the highest standards of ethics and integrity, a strong sense of professionalism and an intense dedication to serving the interests of Dell Technologies’ stockholders. A primary responsibility of the Nominating and Governance Committee is to assess the skills and experiences of director candidates and to propose for nomination those individuals that the committee believes will exercise effective leadership and oversight of management in pursuing Dell Technologies’ business strategy. The following are qualifications, experience and skills for Board members that are important to Dell Technologies’ current and future business:

 

   

Leadership Experience – Dell Technologies seeks directors who demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the Company. They demonstrate practical management experience, skills for managing change, and deep knowledge of industries, geographies and risk management strategies relevant to the Company. They have experience in identifying and developing current and future leaders. The relevant leadership experience Dell Technologies seeks includes a past or current leadership role in a major public company or recognized privately held entity; a past or current leadership role at a prominent educational institution or senior faculty position in an area of study important or relevant to the Company; a past elected or appointed senior government position; or a past or current senior managerial or advisory position with a highly visible non-profit organization.

 

   

Finance Experience – Dell Technologies believes that all directors should possess an understanding of finance and related corporate reporting processes. Dell Technologies also seeks to ensure the Board includes directors who qualify as an “audit committee financial expert,” as defined in the SEC’s rules, for potential service on the Audit Committee. The Board has determined that William Green qualifies as an “audit committee financial expert.”

 

   

Industry Experience – Dell Technologies seeks directors who have relevant industry experience. Dell Technologies values experience in areas in which it places strategic importance, including new or expanding businesses, customer segments or geographies, organic and inorganic growth strategies, and existing and new technologies; deep understanding of or a special perspective concerning Dell Technologies’ business environments; and experience with, exposure to, or an established reputation among a broad subset of Dell Technologies’ customer base.

 

   

International Experience – Given its global operations and footprint, Dell Technologies seeks directors who have experience attained through key leadership or management roles in a global business or responsibility for non-U.S. operations.

 

   

Risk Management – Dell Technologies seeks directors who have experience identifying, managing and mitigating risk in enterprise operations, which the Board views as a critical area of oversight in executing on its strategy.

 

   

Diversity of Backgrounds and Perspectives – Dell Technologies believes that our Board should reflect a diversity of perspectives and backgrounds. While the Board has not established any formal diversity policy to be used to identify director nominees, when assessing a candidate’s background and experience, the Board takes into consideration a broad range of factors, including a candidate’s gender, age, race, and ethnicity.

 

Dell Technologies / 2024 Proxy Statement / 8


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Director Matrix – The matrix below shows how the director nominees contribute the various skills, experiences, and perspectives the Board considers important.

 

               
 Name   Leadership
Experience
  Public
Company
Board
Experience
  Financial
Literacy
  Technology
Industry
Experience
  International
Experience
  Risk
Management
  

Diverse

Background

Michael S. Dell

              

David W. Dorman

              

Egon Durban

              

David Grain

              

William D. Green

              

Ellen J. Kullman

              

Steven M. Mollenkopf

              

Lynn Vojvodich Radakovich

              

 

 

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Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Set forth below is biographical information, as of May 17, 2024, about the persons whom the Board has nominated for election at the annual meeting and the qualifications, experience, and skills the Board considered in determining that each person should serve as a director:

 

                       
    LOGO         LOGO    

MICHAEL S. DELL

 

Experience:

Mr. Dell serves as Chairman of the Board and Chief Executive Officer of Dell Technologies. Mr. Dell served as Chief Executive Officer of Dell Inc., a wholly-owned subsidiary of Dell Technologies, from 1984 until July 2004 and resumed that role in January 2007. In 1998, Mr. Dell formed MSD Capital, L.P., now DFO Management, LLC, a private investment firm, for the purpose of managing his and his family’s investments, and, in 1999, he and his wife established the Michael & Susan Dell Foundation to provide philanthropic support to a variety of global causes. He is an honorary member of the Foundation Board of the World Economic Forum and is an executive committee member of the International Business Council. Mr. Dell serves as a member of the Technology CEO Council and is a member of the Business Roundtable. He also serves on the advisory board of Tsinghua University’s School of Economics and Management in Beijing, China, on the governing board of the Indian School of Business in Hyderabad, India, and as a board member of Catalyst, a non-profit organization that promotes inclusive workplaces for women. In June 2014, Mr. Dell was named the United Nations Foundation’s first Global Advocate for Entrepreneurship. Mr. Dell is Non-Executive Chairman of SecureWorks Corp., a global provider of intelligence-driven information security solutions. SecureWorks Corp. is a public majority-owned subsidiary of Dell Technologies. Mr. Dell was Chairman of the Board of Directors of VMware, Inc., a cloud infrastructure and digital workspace technology company that was formerly a public majority-owned subsidiary of Dell Technologies, from September 2016 until it was acquired by Broadcom Inc. in November 2023, and was a board member of Pivotal Software, Inc., formerly a public majority-owned subsidiary of Dell Technologies that provides a leading cloud native platform, from September 2016 until it was acquired by VMware, Inc. in December 2019.

 

Qualifications:

The Board selected Mr. Dell to serve as a director because of his leadership experience as founder of Dell Inc. and Chairman and Chief Executive Officer of Dell Technologies and his technology industry experience.

 

 

Group I Director

 

Age: 59

 

Director since: October 2013

 

 

       

 

                       
    LOGO         LOGO    

DAVID W. DORMAN

 

Experience:

Mr. Dorman has been a Founding Partner of Centerview Capital Technology, or Centerview, a private investment firm, since July 2013. Before his association with Centerview, Mr. Dorman served as a Senior Advisor and Managing Director to Warburg Pincus LLC, a global private equity firm, from October 2006 through April 2008, and in a number of positions with AT&T Corp., or AT&T, a global telecommunications company, from 2000 to 2006. Mr. Dorman joined AT&T as President in December 2000 and was named Chairman and Chief Executive Officer in November 2002, a position he held until November 2005, and served as President and a director of AT&T from November 2005 to January 2006. Before his appointment as President of AT&T, Mr. Dorman served as Chief Executive Officer of Concert Communications Services, a global venture created by AT&T and British Telecommunications plc, from 1999 to 2000, as Chief Executive Officer of PointCast Inc., a web-based media company, from 1997 to 1999 and as Chief Executive Officer and Chairman of Pacific Bell Telephone Company from 1994 to 1997. Mr. Dorman has served as Chairman of the Board of Infoworks.io, an enterprise software company, since July 2018 and as a director of PayPal Holdings, Inc., a digital payments system operator, since July 2015. Mr. Dorman was Non-Executive Chairman of the Board of CVS Health Corporation, a pharmacy healthcare provider, from May 2011 to May 2022 and a director of CVS Health Corporation from March 2006 to May 2022. Mr. Dorman was a member of the board of directors of Expanse, Inc. (formerly Qadium), an enterprise software company, from May 2016 to December 2020. He is Emeritus Trustee on the Georgia Tech Foundation Board of Trustees and an advisor for Somewear Labs, Inc., a satellite communications platform provider.

 

Qualifications:

The Board selected Mr. Dorman to serve as a director because of his expertise in management, finance and strategic planning and because of his public company board and committee experience.

 

 

Group I Director

 

Age: 70

 

Director since: September 2016

 

Board committees:

 

  Nominating and Governance

 

       

 

 

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Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

                       
    LOGO         LOGO    

EGON DURBAN

 

Experience:

Mr. Durban has been a member of the Board of Dell Technologies since the closing of Dell Inc.’s going-private transaction in October 2013. Mr. Durban is Co-CEO of Silver Lake, a global technology investment firm. Mr. Durban joined Silver Lake in 1999 as a founding principal and is based in the firm’s Menlo Park office. Mr. Durban serves on the boards of directors of Motorola Solutions, Inc., a global provider of communication infrastructure, devices, accessories, software and services, TKO Group Holdings, Inc., a premium sports and entertainment company, Unity Software Inc., a company that provides a real-time development platform, and Endeavor Group Holdings, Inc., an entertainment, sports and content company, where he is Chairman of the board of directors. Mr. Durban also serves on the board of Qualtrics International Inc., a leading customer experience management platform software company. Previously, Mr. Durban served on the boards of directors of VMware, Inc., a cloud infrastructure and digital workspace technology company that was formerly a public majority-owned subsidiary of Dell Technologies, from September 2016 until it was acquired by Broadcom Inc. in November 2023, Twitter, Inc., a social networking service, from March 2020 to October 2022, SecureWorks Corp., a public majority-owned subsidiary of Dell Technologies and a global provider of intelligence driven information security solutions, from 2015 to May 2020, and Pivotal Software, Inc., formerly a public majority-owned subsidiary of Dell Technologies that provides a leading cloud native platform, from September 2016 until it was acquired by VMware, Inc. in December 2019. Mr. Durban currently serves on the Business Council and the Business Roundtable. Before joining Silver Lake, Mr. Durban worked in the investment banking division of Morgan Stanley, a global diversified financial services firm.

 

Qualifications:

The Board selected Mr. Durban to serve as a director because of his experience in technology and finance, his knowledge of and experience in global strategic leadership, and his management of multiple companies.

 

 

Group I Director

 

Age: 50

 

Director since: October 2013

 

 

       

 

                       
    LOGO         LOGO    

DAVID GRAIN

 

Experience:

Mr. Grain is the founder and Chief Executive Officer of Grain Management LLC, a private equity firm focused on global investments in the media and communications sectors. Before founding Grain Management LLC in 2007, he served as the President of Global Signal, Inc., an independent wireless communication tower company, from 2002 to 2006. From 2000 to 2003, Mr. Grain served as Senior Vice President of the New England Region of AT&T Broadband, the digital video, internet and digital phone service arm of AT&T Inc., a global telecommunications company. Earlier in his career, Mr. Grain worked for over a decade in the financial services industry, most recently at Morgan Stanley, a global diversified financial services firm, from 1992 to 2000. At Morgan Stanley, he focused on the telecommunications, media and technology sectors. Mr. Grain has served since December 2012 as a director of Southern Company, a gas and utility holding company, where he is currently the Lead Independent Director, and since January 2019 as a director of New Fortress Energy Inc., an integrated liquified natural gas company. Mr. Grain is a trustee of the Brookings Institution, a member of the advisory council of the National Museum of African American History and Culture, and a member of the board of the Martha’s Vineyard Museum.

 

Qualifications:

The Board selected Mr. Grain to serve as a director because of his leadership and operating background, his expertise in finance and risk management, and his public company board experience.

 

 

Group I Director

 

Age: 61

 

Director since: September 2021

 

Board committees:

 

  Audit

 

       

 

 

Dell Technologies / 2024 Proxy Statement / 11


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

                       
    LOGO         LOGO    

WILLIAM D. GREEN

 

Experience:

Mr. Green served as a director of EMC Corporation, or EMC, from July 2013 to August 2016, before EMC was acquired by Dell Technologies, and as EMC’s Independent Lead Director from February 2015 to August 2016. Mr. Green served as Chairman of the Board of Accenture plc, a global management consulting, technology services and outsourcing company, from August 2006 until his retirement in February 2013, and as Chief Executive Officer of that company from September 2004 to December 2010. He was elected as a partner of Accenture plc in 1986. Mr. Green previously served as Co-Chief Executive Officer and Co-Chairman of GTY Technology Holdings Inc., a public sector software-as-a-service (SaaS) company, from September 2016 to February 2019. Mr. Green serves as a director of GTY Technology Holdings Inc., where he has been Chairman of the board of directors since March 2020. Mr. Green is also a member of the board of directors of S&P Global Inc., a company that provides financial ratings, benchmarks, analytics and data. Mr. Green was a board member of Inovalon Holdings, Inc., a company that provides data analytics, intervention and reporting platforms to the healthcare industry, from 2016 until it merged with Ocala Bidco in November 2021 and of Pivotal Software, Inc., formerly a public majority-owned subsidiary of Dell Technologies that provides a leading cloud native platform, from August 2015 until it was acquired by VMware, Inc. in December 2019.

 

Qualifications:

The Board selected Mr. Green to serve as a director because of his leadership and operating experience, his understanding of the information technology industry, and his international business expertise.

 

 

Group I Director

 

Age: 70

 

Director since: September 2016

 

Board committees:

 

  Audit (Chair)

 

       

 

                       
    LOGO         LOGO    

ELLEN J. KULLMAN

 

Experience:

Mrs. Kullman has been the Executive Chair of Carbon, Inc., a 3D printing company, since June 2022. Mrs. Kullman served as President and Chief Executive Officer of Carbon, Inc. from November 2019 to June 2022, and as a member of its board of directors since 2016. Mrs. Kullman previously served as Chief Executive Officer of E. I. du Pont de Nemours and Company, or DuPont, a provider of basic materials and innovative products and services for diverse industries, from January 2009 to October 2015 and as Chair of DuPont from December 2009 to October 2015. She served as President of DuPont from October 2008 to December 2008 and as Executive Vice President of DuPont from June 2006 to September 2008. Before her service in those positions, Mrs. Kullman was Group Vice President-DuPont Safety & Protection. She has served as Chair of the US-China Business Council, a member of the US-India CEO Forum and on the executive committee of the Business Council. She is a member of the National Academy of Engineering and co-chaired their Committee on Changing the Conversation: From Research to Action. Mrs. Kullman also serves as a director of Amgen Inc., a developer and manufacturer of human therapeutics, and The Goldman Sachs Group, Inc., a global investment banking, securities and investment management firm. Mrs. Kullman was a director of United Technologies Corporation, a provider of high-technology products and services to the building systems and aerospace industries, from 2011 to April 2020. She is a member of the board of trustees of Northwestern University and serves on the board of advisors of Tufts University School of Engineering.

 

Qualifications:

The Board selected Mrs. Kullman to serve as a director because of her leadership and operating experience, her experience with technology and product development, and her expertise implementing global business strategy.

 

 

Lead Independent Director and Group IV Director

 

Age: 68

 

Director since: September 2016

 

Board committees:

 

  Nominating and Governance (Chair)

 

       

 

 

Dell Technologies / 2024 Proxy Statement / 12


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

                       
    LOGO         LOGO    

STEVEN M. MOLLENKOPF

 

Experience:

Mr. Mollenkopf served from March 2014 to June 2021 as the Chief Executive Officer of Qualcomm Incorporated, or Qualcomm, an engineering-driven, high-technology manufacturing company and a global leader in the development and commercialization of foundational technologies for the wireless industry. Mr. Mollenkopf began his career at Qualcomm as an engineer over 25 years ago and has held several leadership roles at Qualcomm prior to being named Chief Executive Officer, including President, Chief Operating Officer, and head of QCT, Qualcomm’s chipset business. Mr. Mollenkopf was a director of Qualcomm from December 2013 to June 2021 and served as Special Advisor to Qualcomm from June 2021 to 2022. Since his service at Qualcomm, he has acted as Senior Advisor to Consello Group, a financial services advisory and strategic investing platform. Mr. Mollenkopf has served as a director of The Boeing Company, or Boeing, a leading global aerospace firm, since April 2020 and as Independent Chair of the Board of Boeing since March 2024.

 

Qualifications:

The Board selected Mr. Mollenkopf to serve because of his extensive international leadership and operating experience, his deep understanding of the technology industry and his complex manufacturing expertise.

 

 

Group I Director

 

Age: 55

 

Director since: September 2023

 

Board committees:

 

  Compensation

 

       

 

                       
    LOGO         LOGO    

LYNN VOJVODICH RADAKOVICH

 

Experience:

Ms. Vojvodich Radakovich is an advisor to start-up and growth-stage technology companies. She served as Executive Vice President and Chief Marketing Officer of Salesforce.com, Inc., or Salesforce, one of the world’s largest enterprise software companies and a global leader in customer relationship management, from September 2013 to February 2017. Before serving at Salesforce, she was a partner at the venture capital firm Andreessen Horowitz, where she helped portfolio companies accelerate their go-to-market strategies and Global 1000 companies advance their digital agendas. Ms. Vojvodich Radakovich previously held marketing leadership roles at global enterprise software companies, including Microsoft Corporation, BEA Systems, Inc. (before its acquisition by Oracle Corporation) and Terracotta Inc. (before its acquisition by Software AG). Ms. Vojvodich Radakovich began her career as a mechanical engineer working on the design and construction of Gulfstream jets and offshore oil structures, and later worked with Bain & Company, an international consulting firm. Ms. Vojvodich Radakovich currently serves on the boards of directors of Booking Holdings Inc., a global provider of online travel and related services, Ford Motor Company, and Figma, Inc., a web-based design collaboration platform.

 

Qualifications:

The Board selected Ms. Vojvodich Radakovich to serve as a director because of her leadership and operating experience, her understanding of the software industry, and her international business expertise.

 

 

Group I Director

 

Age: 56

 

Director since: April 2019

 

Board committees:

 

  Audit

  Compensation (Chair)

 

       

 

 

Dell Technologies / 2024 Proxy Statement / 13


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Stockholder Arrangements

Certain stockholders have rights to nominate directors and obligations to vote for director nominees under the stockholders agreements described below.

Stockholder Rights to Nominate Directors – Effective as of December 25, 2018, Dell Technologies and certain of its wholly-owned subsidiaries entered into a stockholders agreement, referred to as the MD Stockholders Agreement, with the MD stockholders (as defined in Annex A to this proxy statement) and into a stockholders agreement, referred to as the SLP Stockholders Agreement, with the SLP stockholders (as defined in Annex A to this proxy statement) and other named stockholders. We refer to the MD Stockholders Agreement and the SLP Stockholders Agreement as the Sponsor Stockholders Agreements.

Under the Sponsor Stockholders Agreements, each of the MD stockholders and the SLP stockholders have the right to nominate a number of individuals for election as directors which is equal to (1) in the case where the MD stockholders and the SLP stockholders beneficially own more than 70% of the total voting power for the regular election of directors, which is their beneficial ownership status as of the date of this proxy statement, the percentage of (x) the total voting power for the regular election of directors beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by (y) the number of directors then on the Board (and any vacancy thereon) who are not members of the Audit Committee, or (2) in the case where the MD stockholders and the SLP stockholders beneficially own 70% or less of the total voting power for the regular election of directors, the percentage of (x) the total voting power for the regular election of directors beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by (y) the number of directors then on the Board (and any vacancy thereon), in each case rounded up to the nearest whole number. Further, so long as the MD stockholders or the SLP stockholders each beneficially own at least 5% of all outstanding shares of the common stock entitled to vote generally in the election of directors, each of the MD stockholders or the SLP stockholders, as applicable, are entitled to nominate at least one individual for election to the Board as a Group I director. Of the Group I director nominees proposed for election at this annual meeting, Mr. Dell, Mr. Dorman, Mr. Green and Ms. Vojvodich Radakovich have been designated for nomination by the MD stockholders and Mr. Durban has been designated for nomination by the SLP stockholders.

The SLP Stockholders Agreement provides that, so long as the MD stockholders beneficially own, in the aggregate, common stock representing a majority of the total voting power of the outstanding common stock, which is their beneficial ownership status as of the date of this proxy statement, the SLP stockholders will use their reasonable best efforts to expand the size of the Board to up to 21 directors at the request of the MD stockholders. In addition, under the Sponsor Stockholders Agreements, if any person nominated by the MD stockholders or the SLP stockholders ceases to serve on the Board as a Group I director for any reason (except as a result of a reduction in the applicable stockholders’ right to nominate Group I directors under the relevant Sponsor Stockholders Agreement), the stockholders who nominated such Group I director are entitled to nominate a replacement so long as the stockholders are entitled to nominate at least one Group I director to the Board at such time.

Under the MD Stockholders Agreement, for so long as the MD stockholders are entitled to nominate at least one Group I director, the MD stockholders may have at least one of their nominees then serving on the Board serve on each committee of the Board (except the Audit Committee), to the extent permitted by applicable law and stock exchange rules and subject to certain exceptions. Under the SLP Stockholders Agreement, the SLP stockholders have the same right as the MD stockholders to representation on Board committees for so long as they are entitled to nominate at least one Group I director. The SLP stockholders have waived their right to have a nominee serve on the Compensation Committee and on the Nominating and Governance Committee.

Stockholder Obligations to Vote for Director Nominees – For so long as either the MD stockholders or the SLP stockholders have the right to nominate a Group I director or Group I directors under the applicable Sponsor Stockholders Agreement, each of Dell Technologies, the MD stockholders and the SLP stockholders are obligated to nominate such Group I director or Group I directors for election as part of the slate of directors that is included in Dell Technologies’ proxy statement and to provide the highest level of support for the election of such nominees as any of the foregoing provides to any other individual standing for election as a director. Each of the MD stockholders and the SLP stockholders also are obligated to vote in favor of each Group I director nominated by the MD stockholders or the SLP stockholders in accordance with the MD Stockholders Agreement or the SLP Stockholders Agreement, as applicable, unless the SLP stockholders elect to terminate such arrangements under the SLP Stockholders Agreement. Further, under the Sponsor Stockholders Agreements, none of the MD stockholders or the SLP stockholders may nominate or support any person who is not nominated by the MD stockholders or the SLP stockholders or the then-incumbent directors of Dell Technologies.

 

Dell Technologies / 2024 Proxy Statement / 14


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Share Class Structure

Our multi-class share and controlled ownership structure provides stability in the leadership and management of the Company, enables a long-term time horizon and commitment to a multi-year strategy, including with respect to investments, and positions us to stay ahead of broader industry trends. This structure has successfully enabled us to prioritize innovation and invest in research and development as we create technologies that drive human progress in an increasingly complex environment, positioning us for strong shareholder value creation. We discuss our structure with Class C stockholders through direct engagement and continue to hear support for the governance enhancements our Board has implemented, which we believe differentiate us from other controlled companies with multi-class share structures.

Corporate Governance

Stockholder Engagement – Dell Technologies is committed to maintaining robust and regular dialogue with our stockholders as a core tenet of our governance framework. We value direct engagement with stockholders where we share updated information about our business, deepen our understanding of our investors’ priorities and gather feedback that is shared with our Board and management team to inform our decision-making.

 

 
 How We Engage  

Dell Technologies utilizes various channels to engage with our stockholders on topics of mutual importance throughout the year:

 

  Quarterly earnings communications

 

  Securities analyst meetings

 

  Investor conference presentations

 

  Company-hosted investor events

 

  ESG-focused engagement with proxy voting and stewardship teams

 

  Periodic perception studies to gauge investor sentiment

 

  Regular meetings with current and potential stockholders and securities analysts via executive meetings, conference meetings, non-deal roadshows, and bus tours

 

  Ongoing video, phone and e-mail communications to address investor inquiries

 

 What We Discuss  

We discuss a range of topics relevant to our stockholders, including: long-term business strategy; performance and outlook; macroeconomic factors related to the business; capital allocation; Board composition and practices; corporate governance structure; executive compensation program; and sustainability and human capital efforts.

 

 Who Participates  

Communications with our stockholders are led by members of our management and investor relations teams and are supported by a range of functions across Dell Technologies. Our executive team, including our Chief Executive Officer (CEO), participates in meetings with our stockholders throughout the year, and our independent directors meet with stockholders to discuss Board and other corporate governance matters.

 

In addition to the topics noted above, during the past year we discussed with our stockholders their views that informed their votes at the 2023 annual meeting, including considerations that informed their vote on Mrs. Kullman’s appointment as the Group IV director. From these conversations, we understand that many of the investors that voted against Mrs. Kullman did so as a matter of policy, given her role as chair of the Nominating and Governance Committee of a company with a multi-class share structure. In these conversations we discussed the Board’s decision to appoint the Group IV director (who is elected by Class C stockholders) as chair of the Nominating and Governance Committee and Lead Independent Director of our Board. As described above under “– Share Class Structure,” the Board continues to believe that the multi-class share structure is the appropriate structure for Dell Technologies and provides benefits for all its stockholders.

We also continued to hear support from our stockholders for our Board and governance enhancements. As discussed below, as a controlled company, Dell Technologies is not required to comply with a number of the corporate governance requirements under the rules of the New York Stock Exchange, or NYSE, that apply to non-controlled public companies, including maintaining a Board with a majority of independent directors and appointing standalone and fully independent compensation and nominating/corporate governance committees. The Board’s determination to comply with many of these requirements voluntarily and adoption of other governance changes over the last six years demonstrate our Board’s commitment to incorporate feedback and perspectives from our independent investors to further enhance our governance, policies and disclosures.

 

Dell Technologies / 2024 Proxy Statement / 15


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Summary of Board and Governance Changes in Response to Stockholder Feedback and Additional Actions

In Fiscal 2024, our Board continued to strengthen our governance profile, by:

 

   

establishing the Lead Independent Director role;

 

   

electing, through its independent directors, Mrs. Kullman, an independent, diverse, Group IV director, as Lead Independent Director;

 

   

reconstituting the membership of the Nominating and Governance Committee to consist entirely of independent directors;

 

   

appointing independent director Steve Mollenkopf to the Board;

 

   

establishing a standalone Compensation Committee composed entirely of independent directors; and

 

   

increasing the percentage of independent directors on the Board to 75%, following the addition of Mr. Mollenkopf and the departure of Simon Patterson, a non-independent director.

Information on progress and enhancements related to our ESG initiatives and reporting can be found in our ESG Report and on our ESG & Impact webpage.

Board Evaluation – The Board conducts an annual self-evaluation, led by the Lead Independent Director. The Lead Independent Director and Nominating and Governance Committee review the results of the evaluation with the Board and identify ways to enhance Board processes, performance and effectiveness.

Director Time Commitments – Each director must be willing and able to devote sufficient time and attention to carrying out his or her duties and responsibilities effectively. While the Board acknowledges the value of having directors with significant experience in other businesses and activities, it also understands that effective service requires a substantial commitment. Generally, a non-employee director should not simultaneously serve on more than six public company boards, including the Dell Technologies Board. The nature and extent of a director’s activities will be taken into account in determining the appropriateness of the director’s continued service on the Board.

Each director is required to notify the Chairman prior to accepting a directorship or other position of responsibility with another company and prior to or promptly following a significant change in personal circumstances (including a change in employment or principal job responsibilities). The Board will review and evaluate such circumstances and will determine whether the director’s continued service on the Board would be appropriate under those circumstances.

Each of Dell Technologies’ directors are currently in compliance with the foregoing policy.

Management Development and Succession Planning – The Board reviews and maintains a succession plan for Michael Dell, our CEO. The Nominating and Governance Committee evaluates potential successors to our CEO, including in the event of an emergency, and periodically reviews with our CEO and the Board recommendations regarding such potential successors. In addition, on an annual basis, our Chief Human Resources Officer presents to the Board a report on succession planning for senior management and a report on management development.

Corporate Governance Principles and Codes of Conduct – The Board is committed to achieving business success and increasing long-term stockholder value with the highest standards of integrity and ethics. In that regard, the Board has adopted the Dell Technologies Corporate Governance Principles, which reflect a set of core values that provide the foundation for our governance and management systems and our interactions with our stakeholders, and provide an effective corporate governance framework for the Company. In addition, the Board continues to evaluate Dell Technologies’ corporate governance policies and practices to ensure they are consistent with the Company’s focus on long-term value creation for stockholders. In connection with this effort, in recent years, the Board approved the constitution of a majority independent Board and provided for the Group IV director’s annual election solely by the holders of the Class C common stock. In Fiscal 2024, we continued to incorporate enhancements to our governance, which we describe in “Summary of Board and Governance Changes in Response to Stockholder Feedback and Additional Actions.”

Dell Technologies also maintains a Code of Conduct that applies to all of our directors, officers, and employees, as well as a Code of Ethics for Senior Financial Officers, an Accounting Code of Conduct, an ethics and compliance program, and a comprehensive internal audit program which conducts audits in accordance with the International Standards for the Professional Practice of Internal Auditing.

Copies of the Corporate Governance Principles, Code of Conduct and Code of Ethics for Senior Financial Officers can be found on our website at http://investors.delltechnologies.com under the Governance & Leadership – Governance Documents section.

 

Dell Technologies / 2024 Proxy Statement / 16


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Controlled Company Status – Dell Technologies’ Class C common stock is listed on the NYSE under the trading symbol “DELL.” As a result, Dell Technologies is subject to governance requirements under NYSE rules.

Dell Technologies is a “controlled company” under NYSE corporate governance standards. The NYSE rules define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Dell Technologies is a controlled company on the basis of Mr. Dell’s beneficial ownership of shares of our Class A common stock and Class C common stock representing more than 50% of the voting power of our shares of common stock eligible to vote in the election of our directors.

As a controlled company, Dell Technologies qualifies for exemptions from, and is entitled to elect not to comply with, certain corporate governance requirements under NYSE rules, including the requirement to have a board that is composed of a majority of independent directors and a compensation committee and a nominating/corporate governance committee that are each composed entirely of independent directors, in each case as director independence is defined under NYSE rules. Even though Dell Technologies is a controlled company, it is required to comply with the rules of the SEC and the NYSE relating to the membership, qualifications and operations of the Audit Committee, as discussed further below.

Notwithstanding its eligibility for the exemption from these requirements, the Dell Technologies Board currently has a majority of independent directors and a Compensation Committee and a Nominating and Governance Committee composed entirely of independent directors.

If Dell Technologies ceases to be a controlled company and the Class C common stock continues to be listed on the NYSE, Dell Technologies will be required to comply with NYSE’s director independence requirements relating to the board of directors, a compensation committee and a nominating/corporate governance committee by the date its status changes or within specified transition periods.

Board Leadership – The Dell Technologies bylaws provide that the Board will elect a Chairman to preside at all meetings of the Board at which he is present and to exercise such other responsibilities as the Board may prescribe from time to time. Both the Chairman and Chief Executive Officer positions are currently held by Mr. Dell. Our Corporate Governance Principles provide that the Board’s independent directors will elect a Lead Independent Director for a term of service of one year. The Board’s independent directors have elected Mrs. Kullman to serve as the Company’s Lead Independent Director.

The Board has determined that its current structure, with combined Chairman and Chief Executive Officer roles and a Lead Independent Director, together with the exercise of key oversight responsibilities by our independent directors, is in the best interests of Dell Technologies and our stockholders. The Board believes that maintaining combined Chairman and Chief Executive Officer positions is currently the most effective leadership structure for the Company given Mr. Dell’s in-depth knowledge of Dell Technologies’ business and industry, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of customers. As Chief Executive Officer, Mr. Dell is intimately involved in the day-to-day operations of the Company and is therefore able to effectively elevate the most critical business issues for consideration by the Board’s independent directors and is best positioned to oversee the execution of strategy across each of the Company’s businesses to optimize long-term stockholder value creation. The Lead Independent Director is given broad authority, as described below, to lead oversight of management by our independent directors.

Director Independence – The Board has affirmatively determined that Messrs. Dorman, Grain, Green and Mollenkopf, Mrs. Kullman and Ms. Vojvodich Radakovich, constituting six of our eight directors, are independent under NYSE rules and the standards for director independence established in our Corporate Governance Principles, which incorporate the director independence requirements of the NYSE rules. Mrs. Kullman currently serves as the Lead Independent Director. NYSE rules provide that, in order to determine that a director is independent, the Board must determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In accordance with NYSE rules, when assessing the materiality of a director’s relationship (if any) with the Company, the Board considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation.

 

Dell Technologies / 2024 Proxy Statement / 17


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Our Corporate Governance Principles contain several features which the Company believes help to ensure that the Board maintains effective and independent oversight of management, including the following:

 

   

The Board has a Lead Independent Director who is elected by the independent directors.

 

   

Executive sessions of the independent directors are held in connection with every regularly scheduled Board meeting, and at any time requested by a majority of the independent directors. The agenda for each executive session focuses principally on whether management is performing its responsibilities in a manner consistent with the Board’s direction.

 

   

All members of the Audit Committee are independent directors. The chair of the Audit Committee has and exercises authority to conduct executive sessions of the Audit Committee without management and non-independent directors present.

 

   

All members of the Compensation Committee and the Nominating and Governance Committee are independent directors.

 

   

The Nominating and Governance Committee evaluates each director’s ability to devote sufficient time and attention to carrying out his or her duties and responsibilities effectively, including in accordance with its director time commitment policy described above.

Lead Independent Director The Lead Independent Director is elected by and from among the independent directors for a term of service of one year. The Lead Independent Director has the following responsibilities:

 

   

serves as the principal liaison between the Chairman and the independent directors;

 

   

has authority to call meetings of the independent directors;

 

   

presides at all executive sessions of the independent directors and meetings of the Board at which the Chairman is not present;

 

   

approves meeting agendas for the Board in consultation with the Chairman;

 

   

approves the frequency of Board meetings and meeting schedules to assure that there is sufficient time for discussion of all agenda items;

 

   

approves the information to be provided to the Board, including the quality, quantity, appropriateness and timeliness of such information;

 

   

as appropriate, to be available for consultation and direct communication with stockholders;

 

   

presides over the annual self-evaluation of the Board;

 

   

conducts an annual process for reviewing the CEO’s performance and reports the results of the process to the other independent directors; and

 

   

together with the Board and its committees as well as the independent directors acting in executive session, retains and approves compensation of outside advisers.

The Lead Independent Director also currently serves as chair of the Nominating and Governance Committee and in that role oversees the performance of that committee’s responsibilities as described below under “– Nominating and Governance Committee.”

In connection with Mrs. Kullman’s election as Lead Independent Director, the independent directors considered, among other factors, her leadership as a member of the Board since September 2016, as current chair of the Nominating and Governance Committee and as chair of the Audit Committee from September 2016 to December 2019.

Board Committees – The Board maintains three independent standing committees that assist the Board in discharging its oversight responsibilities: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Board has adopted a written charter for each of the standing committees, which form an integral part of our Corporate Governance Principles. A current copy of each charter can be found on Dell Technologies’ website at http://investors.delltechnologies.com under the Governance & Leadership – Governance Documents section. From time to time, the Board considers the composition of each of the standing committees and whether committee members should rotate among the standing committees.

Under the Sponsor Stockholders Agreements, as described above under “– Stockholder Arrangements – Stockholder Rights to Nominate Directors,” for so long as the MD stockholders or the SLP stockholders are entitled to nominate at least one Group I director, such stockholders may have at least one of their nominees then serving on the Board serve on each committee of the Board other than the Audit Committee, to the extent permitted by applicable law and stock exchange rules and subject to specified exceptions. Ms. Vojvodich Radakovich serves as a member of the Compensation Committee as the MD stockholders’ nominee and Mr. Dorman serves as a member of the Nominating and Governance Committee as the MD stockholders’ nominee. The SLP stockholders have waived their right to have a nominee serve on the Compensation Committee and the Nominating and Governance Committee.

 

Dell Technologies / 2024 Proxy Statement / 18


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

The following table shows, as of May 17, 2024, the members of the Board and the committees on which each director serves and indicates the directors determined by the Board to be independent under NYSE rules and our Corporate Governance Principles.

 

Name

   Audit
Committee
  

Compensation

Committee

   Nominating and
Governance
Committee
   Independent  

Michael S. Dell

           

David W. Dorman

              

Egon Durban

           

David Grain

              

William D. Green

   Chair            

Ellen J. Kullman – Lead
Independent Director

         Chair      

Steven M. Mollenkopf

              

Lynn Vojvodich Radakovich

      Chair         

Descriptions of the primary responsibilities of each committee are set forth below.

Audit Committee

The Audit Committee has three members and is composed entirely of members of the Board who satisfy the standards of independence established for independent directors under NYSE rules and the additional independence standards applicable to audit committee members established pursuant to Rule 10A-3 under the Securities Exchange Act of 1934, or Exchange Act, as determined by the Board. Under NYSE rules, the membership of the Audit Committee is required to consist entirely of no fewer than three directors who are qualified as independent directors as described above. The Board has determined that each member of the Audit Committee meets the “financial literacy” requirement for Audit Committee members under NYSE rules and that Mr. Green is an “audit committee financial expert” within the meaning of SEC rules. Mr. Green (Chair), Mrs. Kullman and Ms. Vojvodich Radakovich served as members of the Audit Committee during Fiscal 2024 through September 26, 2023. Effective September 26, 2023, Mr. Grain was appointed to the Audit Committee and Mrs. Kullman resigned from her position on this committee.

The Audit Committee’s primary responsibilities include, among other matters:

 

   

appointing, retaining, compensating and overseeing a qualified firm to serve as the independent registered public accounting firm to audit Dell Technologies’ financial statements;

 

   

assessing the independence and performance of the independent registered public accounting firm;

 

   

reviewing and discussing the scope and results of the audit and Dell Technologies’ interim and year-end operating results with the independent registered public accounting firm and management;

 

   

establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

 

   

reviewing Dell Technologies’ policies on risk assessment and risk management;

 

   

reviewing and, if appropriate, approving or ratifying transactions with related persons;

 

   

obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes the accounting firm’s internal quality control procedures, any material issues raised by those procedures or other review or inspection, and any steps taken to deal with those issues; and

 

   

pre-approving all audit and all permissible non-audit services, other than de minimis non-audit services in accordance with SEC rules, to be performed by the independent registered public accounting firm.

In conjunction with the mandatory rotation of the audit firm’s lead engagement partner or partner responsible for reviewing the audit, the Audit Committee and its chair are directly involved in the selection of the independent registered public accounting firm’s new lead engagement partner.

 

Dell Technologies / 2024 Proxy Statement / 19


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Compensation Committee

Effective September 29, 2023, the Board established a Compensation Committee composed entirely of independent directors. Ms. Vojvodich Radakovich (Chair) and Mr. Mollenkopf serve as members of the Compensation Committee. Prior to September 29, 2023, the Nominating and Governance Committee acted as the Company’s compensation committee of the Board.

The Compensation Committee’s primary responsibilities include, among other matters:

 

   

approving the compensation policy for our executive officers and non-employee directors, and such other managers as may be directed by the Board;

 

   

approving the forms of compensation to be provided to each executive officer and non-employee director;

 

   

approving recommendations with respect to compensation guidelines for all other employees;

 

   

evaluating the need for, and provisions of, employment contracts or severance arrangements for our executive officers;

 

   

reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking, and evaluating compensation policies and practices that could mitigate any such risk;

 

   

acting as administrator of our equity-based and other compensation plans;

 

   

reviewing and discussing with our management the Compensation Discussion and Analysis disclosure required to be included in the proxy statement for the annual meeting of stockholders or annual report on Form 10-K to be filed with the SEC and, based on such review and discussion, determining whether to recommend to the Board that the Compensation Discussion and Analysis disclosure be included in such filing; and

 

   

preparing the Compensation Committee Report required by SEC rules to be included in the proxy statement for the annual meeting of stockholders or annual report on Form 10-K.

The Compensation Committee has the authority to delegate any of its responsibilities under its charter, along with the authority to take action in relation to such responsibilities, to subcommittees consisting of one or more members of the committee, as the committee may deem appropriate.

In addition, the Compensation Committee may delegate to one or more of our executive officers the authority to make grants of equity-based compensation to eligible individuals who are not directors or executive officers and to administer our equity-based compensation plans, in each case subject to compliance with applicable law, NYSE rules and the terms of any applicable compensation plan. The Compensation Committee may revoke any delegation of authority at any time. Any executive officer to whom the Compensation Committee may delegate authority to make grants of equity-based compensation is required to report regularly to the committee with respect to any grants made. The Compensation Committee has delegated to our Chief Human Resources Officer the authority to offer awards under our equity incentive plan to eligible employees who are not directors or executive officers.

For a discussion of the process by which the Nominating and Governance Committee, prior to September 29, 2023, and the Compensation Committee, beginning on September 29, 2023, evaluated and determined executive officer compensation for Fiscal 2024, including the role of executive officers in determining or recommending the amount or form of executive compensation, see “Compensation Discussion and Analysis.”

Use of Compensation Consultant During Fiscal 2024, our management retained the services of Mercer (US) Inc., or Mercer, an external compensation consultant. Mercer provided advice to management on the design of compensation programs for our directors, executive officers and other employees for Fiscal 2024, including equity-based compensation programs. The total fees paid to Mercer for these services were $0.3 million.

During Fiscal 2024, our management also retained other business units of Mercer and affiliates of Mercer to provide additional services to the Company, including human resources services, services relating to employee benefit plans and insurance services. The total fees paid to Mercer and its affiliates with respect to services provided during Fiscal 2024 (excluding services provided as compensation consultant as discussed above) were $23.3 million.

The Company has determined that the work of Mercer and its affiliates on matters other than executive compensation did not raise any conflict of interest with Mercer’s services as compensation consultant, taking into account, among other factors, Mercer’s policies and procedures relating to the prevention of conflicts of interest and the use of separate teams for compensation consulting services and other services provided by Mercer and its affiliates.

 

Dell Technologies / 2024 Proxy Statement / 20


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Nominating and Governance Committee

From the beginning of Fiscal 2024 through May 8, 2023, Mr. Dell (Chair), Mr. Dorman and Mr. Durban served on the Nominating and Governance Committee. Effective May 8, 2023, the Board approved the reconstitution of the membership of the Nominating and Governance Committee so that the committee is composed entirely of independent directors. In connection with the change in membership, Mr. Dell and Mr. Durban resigned from their positions on the Nominating and Governance Committee, and the Board appointed Mrs. Kullman to serve as a member and as chair of the committee. Mr. Dorman continues his service on this committee.

The Nominating and Governance Committee’s primary responsibilities include, among other matters:

 

   

identifying and evaluating potential candidates to be considered for appointment or election to the Board;

 

   

making recommendations to the Board regarding the selection and approval by the Board of nominees to be submitted for election by a stockholder vote;

 

   

monitoring and reviewing any issues regarding the independence of our non-employee directors or involving potential conflicts of interest affecting any such directors;

 

   

evaluating potential successors to the CEO, including in the event of an emergency, and reviewing periodically with the CEO and with the Board recommendations regarding such potential successors;

 

   

reviewing the Board committee structure and composition and making recommendations annually to the Board regarding the appointment of directors to serve as members of each committee;

 

   

reviewing our Corporate Governance Principles periodically and recommending any changes to such principles to the Board; and

 

   

periodically reviewing and approving changes to our Code of Conduct and other policies with respect to legal compliance, conflicts of interest and ethical conduct.

Compensation Committee Interlocks and Insider Participation – Effective September 29, 2023, the Board established the Compensation Committee composed entirely of independent directors, consisting of Ms. Vojvodich Radakovich and Mr. Mollenkopf. Prior to September 29, 2023, the Nominating and Governance Committee acted as the Company’s compensation committee. During Fiscal 2024 through May 8, 2023, the members of the Nominating and Governance Committee were Mr. Dell (Chair), Mr. Dorman and Mr. Durban. Mr. Dell is our Chief Executive Officer. Following the reconstitution of the Nominating and Governance Committee effective May 8, 2023, the members of the committee were Mrs. Kullman (Chair) and Mr. Dorman. During Fiscal 2024, none of Dell Technologies’ executive officers served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity that has or had one or more executive officers who served as a member of Dell Technologies’ Board, the Compensation Committee or the Nominating and Governance Committee. For information concerning transactions among each of Messrs. Dell and Durban and their related persons, on the one hand, and Dell Technologies and its subsidiaries, on the other hand, see “Transactions With Related Persons.”

Board and Committee Oversight of Risk Management – The Company believes that effectively assessing and managing risk is central to the design and execution of our business strategy and creation of long-term value. The Board, directly and through its standing committees, provides oversight of the Company’s risk management processes. The Board focuses on understanding the most significant risks to the business, evaluating strategies to mitigate those risks, and facilitating communication on risk topics between management and our directors.

While the Board as a whole is responsible for risk oversight, our Company’s management is responsible for designing processes and procedures to identify, assess and manage risk on a day-to-day basis. Management has implemented an enterprise risk management, or ERM, program, managed by the Company’s internal audit function and supported by management risk committees, that is designed to work across the business to identify, assess, govern and manage the Company’s strategic, operational, financial, and compliance risks. Although the Company continually assesses its risk environment, the internal audit function performs an annual risk assessment that is informed by risk data collection, an analysis of industry trends, consideration of insights of third-party risk reporting companies, peer benchmarking, and interviews with senior leaders and Company experts. The annual assessment considers whether risks constitute short-, medium-, and long-term threats to our enterprise and provides for prioritization, in part, based on the timeframe of such risks. Our ERM program is assessed externally on a periodic basis for best practices and maturity of the program.

The Chief Audit Executive presents the results of the annual risk assessment to the Board and reviews with the Board the key risks identified by the ERM program. The Board meets quarterly with the Chief Executive Officer, the General Counsel, the Chief Financial Officer, and the Chief Operating Officer to review business and financial performance as well as to consider existing and emerging risks relevant to each business function and other corporate activities. The Board receives updates from management on risk topics at the Board’s regularly scheduled meetings and at other times as needed.

 

Dell Technologies / 2024 Proxy Statement / 21


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

The Board considers the views of third-party advisors and experts, directly and indirectly through its standing committees and reports by management committees, in evaluating current risks and anticipating new risks to our business. These advisors and experts offer perspectives on best practices, industry trends, and future and emerging risks trends relevant to proactive risk management.

The Board is assisted by its standing committees to address risks in their respective areas of oversight and expertise.

 

   

The Audit Committee exercises responsibility for the oversight of risk policies and processes relating to Dell Technologies’ financial statements and financial reporting processes. The Audit Committee is also responsible for oversight of particular risks, such as major information technology risk exposures (including cybersecurity risk exposures) and financial risk exposures. The Audit Committee reviews and discusses significant risks and exposures to Dell Technologies, and the steps management has taken or plans to take to manage these risks, with management and our independent registered public accounting firm. In exercising this oversight, the Audit Committee receives or participates in:

 

  ¡   

quarterly updates by the Chief Audit Executive regarding key risks, audit status, and other issues or concerns as well as the results of the annual ERM program review;

 

  ¡   

quarterly updates by the Chief Security Officer or other senior security executives regarding cybersecurity and other data security risks;

 

  ¡   

compliance updates regarding key ethics and compliance issues from the Chief Compliance Officer, who reports to the General Counsel; and

 

  ¡   

meetings in executive session with each of the Chief Financial Officer, the Chief Accounting Officer, the Chief Audit Executive, the Chief Compliance Officer, and Dell Technologies’ independent registered public accounting firm.

 

   

The Compensation Committee oversees management of risks associated with executive compensation programs, policies and practices, and evaluates the effect that such compensation arrangements may have on risk decisions.

 

   

The Nominating and Governance Committee monitors the risks associated with CEO succession planning and development, composition of the Board, and policies and management systems relating to environmental, social, and governance matters.

Each of the committee chairs reports to the full Board at its regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee.

Meetings and Attendance – In Fiscal 2024, the full Board met four times, the Audit Committee met eight times, the Compensation Committee, which was established on September 29, 2023, met once and the Nominating and Governance Committee met three times.

In Fiscal 2024, each member of the Board attended at least 75% of the total number of meetings of the Board and each Board committee held during the period in which such member served as a director of Dell Technologies or as a member of such committee.

Dell Technologies encourages, but does not require, directors to attend annual meetings of stockholders when practicable. All eight directors then serving on the Board attended last year’s annual meeting held on June 20, 2023.

Communications With Directors – Any interested person (whether or not a Dell Technologies stockholder) may send communications to the Board as a whole, the independent directors as a group, any Board committee, or any individual member of the Board. Any person who wishes to send such a communication may obtain the appropriate contact information at http://investors.delltechnologies.com under the Governance & Leadership – Contact the Board section.

In addition, any person who has a concern about Dell Technologies’ conduct, accounting, financial reporting, internal controls or auditing matters may communicate that concern directly to the independent directors or to the Audit Committee (through the committee chair). These communications may be made on a confidential and anonymous basis, and may be e-mailed, submitted in writing or reported by phone to the Company’s Global Ethics and Compliance office. Any person who wishes to send this type of communication may obtain the appropriate contact information at http://investors.delltechnologies.com under the Governance & Leadership section. These communications will be forwarded to the appropriate directors for their review in accordance with our guidelines and also will be reviewed and addressed by the Global Ethics and Compliance office.

The status of all outstanding concerns addressed to the independent directors or the Audit Committee will be reported to the full Board on a quarterly basis. The independent directors or the Audit Committee may undertake special action, including the retention of outside advisors or counsel, with respect to any concern addressed to them. Our Code of Conduct prohibits retaliation against any person who reports suspected misconduct or assists with an investigation or audit in good faith.

 

Dell Technologies / 2024 Proxy Statement / 22


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Disclosure Review Committee – The Company maintains a management committee consisting of senior members of the finance and legal functions to assist in fulfilling our obligations to maintain disclosure controls and procedures, and to coordinate and oversee the process of preparing the Company’s filings with the SEC and other public disclosures.

Director Compensation

Our Board has adopted a compensation program for our independent directors that we believe will enable us to continue to attract and retain qualified directors. For Fiscal 2024, our compensation program for independent directors included the following elements:

 

   

an annual cash retainer of $100,000;

 

   

an annual equity retainer with a value of $225,000 payable in the form of restricted stock units that settle in shares of Class C common stock;

 

   

an additional annual cash retainer of $25,000 for service as chair of a committee; and

 

   

effective August 8, 2023, an additional annual cash retainer of $40,000 for service as the Lead Independent Director.

Directors may elect to receive all or a portion of each cash retainer in the form of vested shares of Class C common stock or deferred stock units that settle in shares of Class C common stock, in increments of 25%. In addition, directors may elect to receive all or a portion of their annual equity retainer in the form of deferred stock units that settle in shares of Class C common stock.

Directors’ compensation is generally awarded in September, at the first meeting of the Board of Directors that follows the annual meeting of stockholders. An independent director elected to the Board, other than through election at an annual meeting of stockholders, will receive each applicable annual retainer, which may be prorated for the director’s initial year of service, as determined by the Board.

Fiscal 2024 equity-based awards were granted under the Dell Technologies Inc. 2023 Stock Incentive Plan. Each equity-based award vests in full on the first anniversary of the annual meeting of stockholders that preceded the grant, except that (1) directors appointed prior to September 25, 2020 received an initial equity retainer award that vested annually in equal installments over four years from the grant date and (2) deferred stock units will settle in shares of Class C common stock on the earlier of the termination of the applicable director’s Board service for any reason or a change in control of Dell Technologies. The vesting of unvested equity-based awards will be accelerated upon the director’s death or disability, the termination of the director’s service without cause or a change in control of Dell Technologies. Certain restricted stock units, deferred stock units and stock options exercisable for Class C common stock, as well as shares of Class C common stock received in the settlement of such awards, are subject to the applicable terms and conditions of a management stockholders agreement discussed elsewhere in this proxy statement.

We reimburse our directors for their reasonable expenses incurred in attending meetings of our Board or committees. We provide air transportation for directors to attend meetings of our Board or its committees on aircraft owned or chartered by the Company. Directors may be accompanied by their spouses during such travel, if such travel is approved and in accordance with Company policy. The cost of any such personal travel by a spouse is imputed as income to the director.

We provide our independent directors with liability insurance coverage for their activities as directors.

Our certificate of incorporation and bylaws provide that all of our directors are entitled to indemnification and advancement of expenses from us to the fullest extent permitted by Delaware law. We have entered into indemnification agreements with each of our directors to afford them contractual assurances regarding the scope of their indemnification and to provide procedures for the determination of a director’s right to receive indemnification.

 

Dell Technologies / 2024 Proxy Statement / 23


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Fiscal 2024 Director Compensation

 

Name

Fees earned

or paid in cash
($)(1)(2)

Stock
awards(3)
($)
Option
awards(4)
($)
Total(5)
($)

David W. Dorman

  100,000    224,954    —    324,954 

David Grain

  100,000    224,954    —    324,954 

William D. Green

  125,000    224,954    —    349,954 

Ellen J. Kullman

  167,885    224,954    —    392,839 

Steven M. Mollenkopf

  100,000    224,954    —    324,954 

Lynn Vojvodich Radakovich

  118,750    224,954    —    343,704 

 

(1)

Mrs. Kullman served as the Lead Independent Director and on May 8, 2023, was appointed chair of the Nominating and Governance Committee. Ms. Vojvodich Radakovich was appointed chair of the Compensation Committee on September 29, 2023. The amounts shown in the table for Mrs. Kullman and Ms. Vojvodich Radakovich include retainers for their service as committee chairs prorated from their dates of appointment.

 

(2)

Mr. Dorman received 100% of his annual cash retainer and Mr. Green received 100% of his annual cash retainer and committee chair retainer in vested shares of Class C common stock. Messrs. Grain and Mollenkopf each received 100% of their annual cash retainer in deferred stock units. Mrs. Kullman received 75% of her annual cash retainer and 100% of her committee chair retainer in deferred stock units. The aggregate grant date fair value, computed in accordance with U.S. generally accepted accounting principles, of the vested shares of Class C common stock and deferred stock units awarded was determined by dividing the aggregate retainer amount, or applicable portion of the aggregate retainer amount, by $68.50, the closing price of the Class C common stock as reported on the NYSE on September 28, 2023, rounded down to the next full share or unit. Restricted stock units and deferred stock units will vest on June 20, 2024.

 

(3)

Messrs. Grain, Green and Mollenkopf and Ms. Vojvodich Radakovich each received 100% of their annual equity retainer in deferred stock units. Mr. Dorman received 100% of his annual equity retainer in restricted stock units. Mrs. Kullman received 75% of her annual equity retainer in deferred stock units. The aggregate grant date fair value, computed in accordance with U.S. generally accepted accounting principles, of the deferred stock units and restricted stock units awarded was determined by dividing the aggregate retainer amount, or applicable portion of the aggregate retainer amount, by $68.50, the closing price of the Class C common stock as reported on the NYSE on September 28, 2023, rounded down to the next full unit. Restricted stock units and deferred stock units will vest on June 20, 2024. As of February 2, 2024,

 

   

Mr. Dorman had an aggregate of 3,284 outstanding restricted stock units and 16,252 outstanding deferred stock units;

 

   

Mr. Grain had an aggregate of 19,685 outstanding deferred stock units;

 

   

Mr. Green had an aggregate of 3,284 outstanding deferred stock units;

 

   

Mrs. Kullman had an aggregate of 821 outstanding restricted stock units and 53,766 outstanding deferred stock units;

 

   

Mr. Mollenkopf had an aggregate of 4,743 outstanding deferred stock units; and

 

   

Ms. Vojvodich Radakovich had an aggregate of 3,284 outstanding deferred stock units.

 

(4)

As of February 2, 2024, Mr. Green and Mrs. Kullman each held an aggregate of 272,736 vested options and Ms. Vojvodich Radakovich held an aggregate of 84,198 vested options.

 

(5)

Perquisites and other personal benefits have been excluded as the total value for each director was less than $10,000.

 

Dell Technologies / 2024 Proxy Statement / 24


Table of Contents

 

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

 

 

In this Proposal 2, the Board is asking stockholders to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP, or PwC, as Dell Technologies’ independent registered public accounting firm for Fiscal 2025.

PwC is a registered independent public accounting firm and has served as the independent auditors of the Company or its predecessor since 1986. Although current law, rules and regulations, as well as the Audit Committee’s charter, require Dell Technologies’ independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee, the Board considers the selection of an independent registered public accounting firm to be an important matter of stockholder concern and considers a proposal for stockholders to ratify this selection to be an opportunity for stockholders to provide direct feedback to Dell Technologies on an important issue of corporate governance. If the stockholders do not ratify the selection of PwC, the Audit Committee will take the vote into consideration in determining whether to retain PwC and whether to engage the firm in future years, but may continue to retain PwC. If the appointment is ratified by stockholders, the Audit Committee in its discretion nevertheless may change the appointment at any time during the current fiscal year if it determines that a change would be in the best interests of the Company and its stockholders.

Representatives of PwC are expected to be present at the annual meeting and available to respond to appropriate questions, and will have an opportunity to make a statement if they desire to do so.

 

        
LOGO     

The Board of Directors unanimously recommends a vote “FOR” the ratification of PwC as Dell Technologies’ independent registered public accounting firm for Fiscal 2025.

 

        

In addition to retaining PwC to conduct an independent audit of the consolidated financial statements, Dell Technologies engages PwC from time to time to perform other permissible services. The following table sets forth all fees incurred in connection with professional services rendered to Dell Technologies by PwC during Fiscal 2024 and Fiscal 2023.

Independent Registered Public Accounting Firm Fees (in millions)

 

Fee Type

Fiscal 2024 Fiscal 2023

Audit Fees(a)

$ 26.5 $ 26.1

Audit-Related Fees(b)

  3.3   4.2

Tax Fees(c)

  1.0   0.4

All Other Fees(d)

    0.3

Total

$ 30.8 $ 31.0

 

(a)

This category includes fees incurred for professional services rendered in connection with the audit of the annual financial statements, for the review of the quarterly financial statements, for comfort letters and consents, for the statutory audits of international subsidiaries, and for other procedures.

 

(b)

This category includes fees incurred for professional services rendered in connection with assurance and other activities reasonably related to the audit or review of Dell Technologies’ financial statements, including the audits of Dell Technologies’ employee benefit plans, ESG assurance, system implementation-related audit work, and service organization control attestation services.

 

(c)

This category includes fees incurred for domestic and international income tax compliance and tax audit assistance, and for consultation and advice on business tax matters.

 

(d)

This category consists of fees for all products and services other than the services reported in notes (a) through (c) above, and includes fees incurred for general and financial training services, accounting research software and other permissible advisory services.

The Audit Committee has determined that the provision of the non-audit services described in notes (c) and (d) to the table above was compatible with maintaining PwC’s independence.

 

Dell Technologies / 2024 Proxy Statement / 25


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

The Audit Committee pre-approved PwC’s performance of the foregoing services that were required to be pre-approved under SEC rules. The Audit Committee has adopted a policy requiring pre-approval by the committee of all services (audit and non-audit) to be provided by Dell Technologies’ independent registered public accounting firm other than in accordance with a limited exception provided under SEC rules. In accordance with that policy, the Audit Committee has given its pre-approval for the provision of audit services by PwC for Fiscal 2025, including PwC’s audit fees, and has also given its pre-approval for up to one year in advance for the provision by PwC of particular categories or types of audit-related, tax and other permitted non-audit services. In circumstances in which the services proposed to be provided by PwC are not covered by one of those pre-approvals, the Audit Committee may delegate authority to the chair or other designated members of the Audit Committee to pre-approve those services. Any pre-approvals granted under this delegated authority must be communicated to the full Audit Committee.

 

Dell Technologies / 2024 Proxy Statement / 26


Table of Contents

 

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation

 

 

In this Proposal 3, in accordance with Section 14A of the Exchange Act and the SEC’s rules thereunder, the Board is asking stockholders to approve, on a non-binding, advisory basis, the compensation of Dell Technologies’ named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures beginning on page 35, but excluding disclosures presented in the section titled “Pay Versus Performance Disclosure.”

 

        
LOGO     

The Board of Directors unanimously recommends a vote “FOR” approval of Dell Technologies’ compensation of its named executive officers as disclosed in this proxy statement.

 

        

As described below in the sections of this proxy statement under “Compensation Discussion and Analysis” and “Compensation of Executive Officers,” Dell Technologies’ executive compensation program has been designed to emphasize long-term, performance-dependent pay to motivate and reward long-term value creation for Dell Technologies’ stockholders. Dell Technologies’ executive compensation program has a number of features designed to ensure adherence to the Company’s pay-for-performance philosophy.

The Board encourages stockholders to read the Compensation Discussion and Analysis below, which describes in detail how Dell Technologies’ executive compensation practices operate and are designed to achieve Dell Technologies’ core executive compensation objectives. The Board also encourages stockholders to review the Fiscal 2024 Summary Compensation Table and other compensation tables and the narrative disclosures accompanying the tables appearing under “Compensation of Executive Officers,” which provide detailed information about the compensation of our named executive officers. The Compensation Committee and the Board believe that the compensation practices described in the Compensation Discussion and Analysis are effective in achieving Dell Technologies’ core executive compensation objectives and that the compensation of its named executive officers as disclosed in this proxy statement reflects and supports the appropriateness of Dell Technologies’ executive compensation philosophy and practices.

In accordance with Section 14A of the Exchange Act and the SEC’s rules thereunder, Dell Technologies is asking stockholders to approve this proposal by approving the following non-binding resolution:

RESOLVED, that the compensation paid to Dell Technologies’ named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosures, is hereby APPROVED.

A vote on this resolution, commonly referred to as a Say-on-Pay resolution, is not binding on the Compensation Committee or the Board. Although the vote is advisory in nature and non-binding, the Compensation Committee and the Board value the views of the Company’s stockholders and will take the outcome of the advisory vote into account when considering future executive compensation matters.

 

Dell Technologies / 2024 Proxy Statement / 27


Table of Contents

 

Proposal 4 – Shareholder Proposal Requiring That Dell Technologies Inc.’s Website List Any Recipient of Material Donations From Dell Technologies Inc.

 

 

The National Center for Public Policy Research, 2005 Massachusetts Ave. NW, Washington, DC 20036, has notified Dell Technologies that it intends to present the following shareholder proposal at the annual meeting. Ownership information is available upon request to the Dell Technologies Inc. Corporate Secretary.

Proponent’s Statement

Supporting Statement: Dell is a technology company that designs, manufactures and sells computer hardware and software products. As such, shareholders invest in Dell because of its value as a leading technology company, and the Board’s fiduciary duty requires it to create value for shareholders by serving that fundamental purpose.

Dell has partnerships with a number of organizations that promote the practice of gender transition surgeries on minors and evangelize gender theory to minors. Why are Dell shareholders funding the efforts to spread an ideology seeking to mutilate the reproductive organs of children before they finish puberty?

Proponents of gender theory claim that children are sexually mature enough to make permanent decisions such as taking puberty blockers and undergoing gender transition surgeries. However, most people (which includes Dell shareholders) understand that children are not sexual beings and that there is a reason why minors cannot consent to sexual activity.1

This contentious and vast disagreement between radical gender theory activists and the general public has nothing to do with Dell making and selling computer products. Yet, Dell is partnered with the Human Rights Campaign (HRC),2 GenderCool Project3 and Texas Competes4 - all of which are intent on spreading such ideas to minors and which celebrate the genital mutilation of minors.

The burden of proof is on the Board to explain why this particularly divisive and unordinary use of shareholder resources is deemed to be congruent with its fiduciary duty.

As a Delaware business corporation, Dell is required to first serve the interests of its shareholders.5 However, the child gender transition agenda pushed by HRC,6 GenderCool7 and Texas Competes8 is unrelated to the Company’s fiduciary duty.

Recent events have made clear that company bottom-lines, and therefore value to shareholders, drop when companies engage in overtly political and divisive partnerships. Following Bud Light’s embrace of partisanship, its revenue fell $395 million in North America compared to a year prior.9 This amounts to roughly 10 percent of its revenue in the months following its leap into contentious politics.10 Target’s market cap fell over $15 billion amid backlash for similar actions.11 And Disney stock fell 44 percent in 2022 - its worst performance in nearly 50 years - amid its decision to put extreme partisan agendas ahead of parents’ rights.12

Considering that Dell is partnered with numerous radical organizations that advance the very agenda that so disastrously affected Disney, Target and Bud Light, such partnerships pose a clear risk to Dell shareholders as well.

Resolved: The Proponent requests that the Board of Directors list on the Company website any recipient of material donations from the Company, excluding employee matching gifts. Optimally, this list would include all recipients of $5,000 or more, or would include an explanation of why such donations are not material to the company but still appropriate for the company to undertake.

 

1 

https://www.foxnews.com/politics/americans-oppose-transgender-surgeries-anti-puberty-blockers-for-minors-poll

2 

https://www.hrc.org/about/corporate-partners

3 

https://gendercool.org/partners-and-supporters/

4 

https://www.texascompetes.net/roster

5 

https://law.iustia.com/cases/delaware/court-of-chancery/2012/ca-7164-vcn-0.html, et al.

6 

https://www.hrc.org/resources/transgender-children-and-youth-understanding-the-basics; https://www.hrc.org/resources/supporting-caring-for-transgender-children

7 

https://gendercool.org/our-story/; https://gendercool.org/what-we-do/; https://gendercool.org/what-we-offer/

8 

https://www.texascompetes.net/news/blog/texas-competes-statement-on-govemment-intrusion-into-family-healthcare

9 

https://www.cnn.com/2023/08/03/business/anheuser-busch-revenue-bud-light-intl-hnk/index.html;

10 

https://www.theguardian.com/business/2023/aug/03/bud-light-revenue-sales-anheuser-busch

11 

https://www.foxbusiness.com/media/target-market-cap-losses-hit-15-7-billion-share-near-52-week-low-amid-woke-backlash

12 

https://www.washingtonexaminer.com/policy/economy/disney-has-lost-50-billion-in-value-since-war-with-florida-began; https://www.hollywoodreporter.com/business/business-news/disney-stock-2022-1235289239/; https://markets.businessinsider.com/news/stocks/disney-stock-price-decline-bob-iger-pandemic-inflation-recession-streaming-2022-12

 

Dell Technologies / 2024 Proxy Statement / 28


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Board of Directors’ Statement in Opposition

After careful consideration, the Board of Directors unanimously recommends that you vote “AGAINST” this proposal for the following reasons:

 

   

Our existing disclosures provide stockholders with adequate and transparent information to understand how our partnerships and actions support ESG priorities central to our strategy;

 

   

The contributions we make and organizations we partner with create opportunities which we believe benefit society as a whole and therefore our stockholders; and

 

   

Our Board is committed to maintaining the highest standards of responsibility, ethics and integrity in the implementation of our business and ESG strategies, including through oversight of our involvement with charitable organizations.

As such, the Board does not believe the requested disclosures would create additional value for our stockholders.

Through its commitment to Transforming Lives, one of the ESG pillars that is described in detail in our ESG Report and on our website, Dell Technologies is using the power of technology to help the communities where its employees work and live, locally, nationally and internationally. In particular Dell Technologies believes that it can play an important role in addressing complex societal challenges by driving digital inclusion and building opportunities for all in a digital society, contributing to a more equitable world. To this end, Dell Technologies has supported 345 nonprofits on their digital transformation journey, including through partnerships with, and support of, organizations such as Boys and Girls Clubs and Geeks Without Frontiers. We also work with over 40 nonprofit partners worldwide, which are publicly listed on our website through the ‘Global Nonprofit Partner Director,’ to help 154 million people gain better access to technology and 21st-century skills.

In addition, Dell Technologies believes that increasing opportunities across underrepresented sectors of its communities benefits not just the company, but society as a whole and therefore our stockholders. For this reason it works closely with charitable organizations that promote educational opportunities in schools and colleges across the country in hopes of developing a pipeline of professionals who are the best in their field, regardless of their backgrounds. And to encourage those individuals to pursue careers in technology, Dell Technologies supports organizations that work to create safe and inclusive workplaces for everyone. Our website and ESG Report provide details about the programs with which we are working to drive digital inclusion across the globe.

Dell Technologies maintains strong oversight of its ESG strategy. Our Board of Directors oversees the establishment and maintenance of our governance, compliance and risk oversight processes and procedures to promote the conduct of our business with the highest standards of responsibility, ethics and integrity. Our established governance bodies, including the ESG Steering Committee and ESG Interlock Team, are tasked with overseeing and executing our ESG strategy and priorities. Dell Technologies also maintains a specific corporate governance structure to oversee its involvement with charitable organizations. The review and approval of donations to charitable organizations is effectuated at the corporate level or at the business unit level based on the nature of the donation and the priorities of each group. Management of Dell Technologies’ engagement with community groups and charitable organizations has been an integral component of its business strategy for decades, and a reflection of its values.

To this end, the Board of Directors believes that additional reporting, particularly at the low threshold requested by the proposal, would provide neither meaningful information to investors nor a clear picture of Dell Technologies’ broader initiatives and the strategic direction of its giving plans. The Board believes our existing disclosures and governance provide transparency and oversight of our partnerships that support our publicly-stated ESG commitments. As such, the Board of Directors believes that adoption of this proposal is unnecessary and not in the best interests of Dell Technologies or its stockholders.

 

        
LOGO     

For these reasons, the Board of Directors unanimously recommends a vote “AGAINST” this shareholder proposal.

 

        

 

Dell Technologies / 2024 Proxy Statement / 29


Table of Contents

 

Proposal 5 – Shareholder Proposal Seeking a Report to Shareholders on the Effectiveness of Dell Technologies Inc.’s Diversity, Equity, and Inclusion Efforts

 

 

As You Sow, on behalf of Molly H. Reno Rollover IRA, Laird Norton Family Foundation and Minnesota Valley National Wildlife Refuge Trust, 2020 Milvia Street, Suite 500, Berkeley, CA, 94704, has notified Dell Technologies that it intends to present the following shareholder proposal at the annual meeting. Ownership information is available upon request to the Dell Technologies Inc. Corporate Secretary.

Proponent’s Statement

RESOLVED: Shareholders request that Dell Technologies Inc. (Dell) report to shareholders on the effectiveness of the Company’s diversity, equity, and inclusion efforts. The report should be done at reasonable expense, exclude proprietary information, and provide transparency on outcomes, using quantitative metrics for workforce diversity, hiring, promotion, and retention of employees, including data by gender, race, and ethnicity.

SUPPORTING STATEMENT: Quantitative data is sought so that investors can assess and compare the effectiveness of companies’ diversity, equity, and inclusion programs.

It is advised that this content be provided through Dell’s existing sustainability reporting infrastructure. An independent report specific to this topic is not requested.

WHEREAS: More than half of the S&P 500 and over one-third of the Russell 1000 have released, or have

committed to release, their consolidated EEO-1 forms, a best practice in diversity data reporting. Companies that release, or have committed to release, more inclusion data than Dell include: Salesforce, Microsoft, Texas Instruments, and Raytheon Technologies.

As You Sow and Whistle Stop Capital released research in November 2023 that reviewed the EEO-l reports of 1,641 companies against financial performance metrics from 2016-2021.1 With the information technology sector, statistically significant positive correlations were found between increased manager diversity and free cash flow per share, income after tax, income after tax growth over five years, net profit margin, return on equity, and return on invested capital.

As of the date of the filing of this proposal, Dell had not yet released its consolidated EEO-1 form, nor had it shared sufficient hiring, retention, or promotion data to allow investors to determine the effectiveness of its diversity and inclusion programs.

As detailed below, inclusion indicators are also important in assessing Dell’s workplace equity efforts, and if the Company will be able to successfully build, utilize, and maintain a diverse management team.

Hiring: Studies conducted by economists at the University of Chicago and UC Berkeley found that “discriminating companies tend to be less profitable,” stating “it is costly for firms to discriminate against productive workers.”2

Promotion: Without equitable promotional practices, companies will be unable to build the necessary employee pipelines for diverse management. Women and employees of color experience “a broken rung” in their careers; for every 100 men who are promoted, only 87 women are. Whereas women of color comprise 18 percent of the entry-level workforce and only 6 percent of executives.3

Retention: Retention rates indicate if employees believe a Company represents their best opportunity. Morgan Stanley has found that employee retention above industry average can indicate a competitive advantage and higher levels of future profitability.4

Investors have reason to be concerned given allegations of race and gender-based wage discrimination that resulted in a $7 million settlement cost to Dell.5

 

1 

https://www.asyousow.org/report-page/2023-positive-relationships-linking-workforce-diversity-and-financial-performance

2 

https://www.nytimes.com/2021/07/29/business/economy/hiring-racial-discrimination.html

3 

https://www.mckinsey.com/featured-insights/diversity-and-inclusion/women-in-the-workplace

4 

https://www.morganstanley.com/im/publication/insights/articles/article_culturequantframework_us.pdf. p. 2

5 

https://www.statesman.com/story/news/local/flash-briefing/2019/09/30/dell-to-pay-7-million-to-settle-discrimination-case/2646704007/

 

Dell Technologies / 2024 Proxy Statement / 30


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

Board of Directors’ Statement in Opposition

After careful consideration, the Board of Directors unanimously recommends that you vote “AGAINST” this proposal for the following reasons:

 

   

Our existing disclosures, coupled with our commitment to additional reporting, provide stockholders with information that is duplicative with the requested report;

 

   

Dell Technologies maintains a strong commitment to cultivating inclusion, one of the pillars of our ESG strategy, in our hiring and promotion practices and at all levels of our organization; and

 

   

We believe diversity is central to our mission to create technologies that drive human progress, and our strategy and disclosure surrounding our diversity and inclusion efforts are overseen at the highest level by our Board and a dedicated management committee.

As such, the Board believes that the report would be an inefficient use of resources without providing a commensurate benefit to investors and, as a result, is not in the best interest of Dell Technologies’ stockholders.

As stated on our website and in our ESG Report, Dell Technologies values diversity and inclusion in everything it does for its employees, customers and communities. We believe that cultivating inclusion benefits the company and its shareholders as well as the broader community and, therefore, we view diversity and inclusion as a business imperative. We provide clear disclosure of the programs in place to support our commitment to attracting, building, developing and retaining a diverse workforce, as well as the results of these efforts through our diversity and inclusion data.

By increasing opportunities across underrepresented sectors of the community, Dell Technologies hopes to develop a pipeline of professionals who are the best in their field, regardless of their backgrounds. Dell Technologies is proud to report that as of fiscal 2024, 35% of its global workforce self-identified as women and 29% of its global people leaders self-identified as women. In the U.S., 16% of its workforce self-identified as Black/African American or Hispanic/Latino, while 13% of people leaders in its U.S. workforce self-identified as Black/African American or Hispanic/Latino. Additional information regarding the diversity of our broader workforce can be found in our ESG Report and on our website. Beginning this year, Dell Technologies has also committed to disclose its consolidated EEO-1 report, which provides a breakdown of the gender, racial and ethnic composition of its US workforce by EEO-1 job category.

Dell Technologies also continues to innovate, not only in its business, but in its hiring and retention practices. The company strives to improve its inclusion efforts and has published concrete goals to measure its success. As reported in the most recent ESG Report, by 2030, Dell Technologies’ goal is that 50% of its global workforce and 40% of its global people leaders will be those who self-identify as women and 25% of its U.S. workforce and 15% of its U.S. people leaders will be those who self-identify as Black/African American or Hispanic/Latino. We seek to meet these goals by investing in innovative recruiting and hiring programs intended to attract the best talent possible and address the global technology talent gap; and developing and retaining our current team members through a supportive corporate culture focused on equality of access to career advancement and upskilling programs. Information concerning the success and progress of our diversity and inclusion initiatives is included in the Dell Technologies ESG Report published on our website and updated annually.

We maintain strong oversight of our ESG strategy, which includes cultivating inclusion. Our Board of Directors oversees the establishment and maintenance of our governance, compliance and risk oversight processes and procedures to promote the conduct of our business with the highest standards of responsibility, ethics and integrity. Our established governance bodies, including the ESG Steering Committee and ESG Interlock Team, are tasked with overseeing and executing our ESG strategy and priorities.

We have also been recognized by third parties for the success of Dell Technologies’ diversity and inclusion efforts, which has resulted in numerous awards, including:

 

   

Fast Company’s 2023 World Changing Company of the Year

 

   

#10 in Forbes’ ranking of 2022 World’s Best Employers

 

   

#1 in Newsweek’s 2022 list of America’s Most Loved Workplaces

 

   

Recognition in 2024 as one of the World’s Most Ethical Companies by the Ethisphere Institute

 

   

Named #1 Autism Company of the Year in 2023 by Disability:IN

 

   

Perfect score and platinum medal awarded in 2022 by Ecovadis

 

Dell Technologies / 2024 Proxy Statement / 31


Table of Contents
                                                       
  Summary Information    Environmental,  Social and Governance (ESG)    Proposal 1    Proposal 2    Proposal 3    Proposal 4    Proposal 5    Equity Compensation Plan Information   

Compensation  Committee

Report

 
                   

 

   

100% rating by Human Rights Campaign Foundation’s Corporate Equality Index

 

   

Recognition in 2023, for the 13th consecutive year, for spending more than $1 billion annually with minority- and women-owned businesses

Given Dell Technologies’ demonstrated investment in and success of its diversity and inclusion efforts, the level of disclosure already provided to investors, and its commitment to provide additional reporting of the gender, racial and ethnic composition of its U.S. workforce, the Board of Directors believes that the proposal would result in undue cost and administrative burden without commensurate benefit to our stockholders.

 

        
LOGO     

For these reasons, the Board of Directors unanimously recommends a vote “AGAINST” this shareholder proposal.

 

        

 

Dell Technologies / 2024 Proxy Statement / 32


Table of Contents

 

Equity Compensation Plan Information

 

 

The following table sets forth certain information about our equity compensation plans as of the end of Fiscal 2024.

 

Plan Category

Number of
securities to
be issued upon
exercise
of outstanding
options,
warrants and
rights(1)

Weighted-average
exercise price of
outstanding options,
warrants and

rights(2)

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
first column)(3)

Equity compensation plans approved by security holders

  40,137,113  $ 16.23    58,080,682

Equity compensation plans not approved by security holders

  —    —   

Total:

  40,137,113  $ 16.23    58,080,682

 

(1)

The number of securities to be issued upon exercise of outstanding options, warrants and rights set forth in this column represents, as of the end of Fiscal 2024, with respect to equity compensation plans approved by security holders, the aggregate number of shares of Class C common stock that were issuable upon the exercise or settlement of outstanding options, time-based and performance-based restricted stock units, or RSUs, and deferred stock units, or DSUs, granted under the 2013 Stock Incentive Plan or, after approval thereof by stockholders on June 20, 2023, the 2023 Stock Incentive Plan. The number of securities to be issued under equity compensation plans approved by security holders reported in this column consists of the aggregate number of securities that may be issued in connection with 754,610 options to purchase Class C common stock, 32,987,683 time-based RSUs that may be settled in Class C common stock, 6,293,806 performance-based RSUs that may be settled in Class C common stock and 101,014 time-based DSUs that may be settled in Class C common stock.

 

(2)

Weighted-average exercise prices do not reflect shares issuable in connection with the settlement of RSUs or DSUs, as RSUs and DSUs have no exercise price.

 

(3)

The number of securities remaining available for future issuance reported in this column with respect to equity compensation plans approved by security holders represents the aggregate number of shares of Class C common stock that were available for issuance in connection with grants of options, time-based and performance-based restricted stock, time-based and performance-based RSUs and DSUs, and other types of equity awards authorized under the 2023 Stock Incentive Plan. The maximum number of shares of Class C common stock issuable under the 2023 Stock Incentive Plan (subject to adjustment under the plan) is 103,343,265, which may be issued in the form of any such awards.

 

Dell Technologies / 2024 Proxy Statement / 33


Table of Contents

 

Compensation Committee Report

 

 

The Compensation Committee of the Board of Directors of Dell Technologies Inc. has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into Dell Technologies Inc.’s annual report on Form 10-K for the fiscal year ended February 2, 2024.

COMPENSATION COMMITTEE

Lynn Vojvodich Radakovich, Chair

Steven M. Mollenkopf

 

Dell Technologies / 2024 Proxy Statement / 34


Table of Contents

 

Compensation Discussion and Analysis

 

 

Compensation Discussion and Analysis Table of Contents

 

 

Introduction

     35  

Named Executive Officers

     35  

Highlights of Fiscal 2024 Performance

     35  

Executive Compensation Philosophy and Core Objectives

     36  

Executive Compensation Overview

     36  

Individual Compensation Components

     37  

Compensation Governance

     45  
 

Introduction

This Compensation Discussion and Analysis is intended to provide our stockholders with an understanding of Dell Technologies’ compensation philosophy, its core principles, and the compensation in effect for Fiscal 2024 for our named executive officers, also referred to as NEOs.

Dell Technologies’ compensation programs are designed to attract, reward, and retain high-quality talent and to provide appropriate incentives for achieving Dell Technologies’ financial goals and strategic objectives. Dell Technologies’ compensation programs are focused on both Company and individual performance to create a culture of meritocracy that rewards our named executive officers and other executive officers for their work in achieving performance objectives and aligns their interests with the interests of our stockholders. We emphasize performance-based variable pay programs to drive Company and individual performance and promote this alignment, and we incorporate time-based incentives to achieve targeted goals, such as attracting and retaining key talent.

Named Executive Officers

The named executive officers for Fiscal 2024 were:

 

LOGO     LOGO     LOGO     LOGO     LOGO

Michael S. Dell

Chairman and Chief Executive Officer

   

Yvonne McGill

Chief Financial Officer

   

Jeffrey W. Clarke

Chief Operating Officer and Vice Chairman

   

Richard J. Rothberg

General Counsel

   

William F. Scannell

President, Global Sales and Customer Operations

Anthony Charles Whitten, our former Co-Chief Operating Officer, and Thomas W. Sweet, our former Chief Financial Officer, were also named executive officers for Fiscal 2024. Mr. Whitten resigned from his position as Co-Chief Operating Officer effective August 18, 2023. Mr. Sweet retired from his position as Chief Financial Officer effective August 4, 2023. Ms. McGill was appointed Chief Financial Officer effective August 5, 2023.

Highlights of Fiscal 2024 Performance

During Fiscal 2024, Dell Technologies was faced with a challenging macroeconomic backdrop and headwinds that impacted the broader technology industry. Throughout the year, we remained focused on our key strategic priorities, building long-term value for our stockholders, and addressing our customers’ needs.

We quickly adapted to a dynamic market by leveraging the depth and breadth of our portfolio, extending our model into the high-growth AI opportunity, and making prudent decisions to align our investments with our strategic priorities. We accelerated our innovation agenda and continued to deepen relationships with our customers to meet their needs in the evolving macroeconomic environment. We generated strong profitability, maintained leading market share positions across multiple businesses, and delivered on our capital allocation commitments during the year. Since initiating our capital allocation framework in Fiscal 2023, Dell Technologies has returned $7 billion to shareholders through share repurchases and dividends.

 

Dell Technologies / 2024 Proxy Statement / 35


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

Our full-year financial results for Fiscal 2024 included the following highlights:

 

 

Net Revenue

 

$88.4B

 

    

 

Operating Income

 

$5.2B

 

    

 

Non-GAAP

Operating Income

 

$7.7B

 

    

 

Shareholder Return

 

$3.2B

 

through share repurchases

and dividends

 

Non-GAAP operating income is a financial measure not calculated in accordance with generally accepted accounting principles in the United States of America, or GAAP. A reconciliation of this non-GAAP financial measure to operating income, as calculated in accordance with GAAP, is set forth in Annex B to this proxy statement.

Executive Compensation Philosophy and Core Objectives

Our core compensation objectives that reinforce our strong pay-for-performance philosophy include:

 

   

aligning the interests of our named executive officers and other executive officers with those of Dell Technologies’ stockholders by emphasizing long-term, performance-dependent compensation;

 

   

creating a culture of meritocracy by linking pay to individual and Company performance;

 

   

providing appropriate cash and equity incentives for achieving Dell Technologies’ financial goals and strategic objectives; and

 

   

providing compensation opportunities that are competitive with companies with which Dell Technologies competes for executive talent.

Executive Compensation Overview

Elements of Total Compensation Package – The primary components of Dell Technologies’ compensation program for named executive officers are base salary, annual incentive bonuses and, except with respect to Mr. Dell, equity incentives that are performance-based and time-based. We also provide our named executive officers with limited benefits and perquisites. Mr. Dell does not receive equity incentives because the Board believes that his interests are appropriately aligned with the interests of our stockholders based on his substantial ownership interest in the Company. Dell Technologies does not target a fixed mix of pay for executive officers, but compensation is intended to be heavily weighted toward at-risk pay.

In determining appropriate pay levels, the Committee evaluates each executive officer individually, and may consider such factors, among others, as individual level of responsibility, market practices and internal equity considerations. The following shows the primary elements of compensation paid to the named executive officers, other than Mr. Dell, in Fiscal 2024.

 

 

LOGO

Compensation Committee – Effective September 29, 2023, the Board established a Compensation Committee composed entirely of directors whom the Board determined meet the requirements for independent directors under NYSE rules, as well as the additional independence requirements specified under SEC and NYSE rules for membership on this committee. The Board implemented this change to be responsive to feedback and perspectives shared by our stockholders. We believe that providing independent oversight of compensation decisions further strengthens the alignment of executives’ interests with those of our stockholders. Ms. Vojvodich Radakovich (Chair) and Mr. Mollenkopf have served as members of this committee since its formation. Prior to September 29, 2023, the Nominating and Governance Committee acted as the Company’s compensation committee. During Fiscal 2024 through May 8, 2023, the members of the Nominating and Governance Committee were Mr. Dell (Chair), who is our CEO, Mr. Dorman and Mr. Durban. Since May 8, 2023, the Nominating and Governance Committee has consisted of

 

Dell Technologies / 2024 Proxy Statement / 36


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

Mrs. Kullman (Chair) and Mr. Dorman. For additional information, see “Proposal 1 – Election of Directors – Corporate Governance.” References in this Compensation Discussion and Analysis to the “Committee” refer to the Nominating and Governance Committee for periods prior to September 29, 2023 and to the Compensation Committee thereafter.

Executive Compensation Determinations – For Fiscal 2024, the Committee recommended and the Board approved Mr. Dell’s salary. The Committee approved cash compensation for our other named executive officers. The Committee recommended and the Board approved equity grants for our non-CEO NEOs until the establishment of the Compensation Committee effective September 29, 2023, after which date equity grants are approved by the Compensation Committee. Following its establishment, the Compensation Committee generally approves compensation for all our named executive officers, including Mr. Dell.

Compensation Consultants – The Committee did not engage any compensation consultant to advise on executive officer compensation matters for Fiscal 2024. In making executive pay decisions for Fiscal 2024, the Committee relied on the general knowledge and experience of its members, as well as peer group data, analysis and recommendations presented by management and developed in consultation with Mercer, the external compensation consultant engaged by management. For information about management’s use of a compensation consultant, see “Proposal 1 – Election of Directors – Corporate Governance – Compensation Committee – Use of Compensation Consultant.” Effective March 4, 2024, the Committee appointed Pay Governance LLC as its independent compensation consultant.

Process for Evaluating and Determining Executive Officer Compensation – Dell Technologies conducts a thorough evaluation of the performance of each named executive officer and each other executive officer annually and then makes a determination regarding such officer’s compensation for the current fiscal year.

Dell Technologies measures each named executive officer’s performance against an annual performance plan that is established at the beginning of the fiscal year, with key performance indicators tied to achieving a holistic set of strategic and operational goals. The annual performance plan includes the factors discussed below.

For Fiscal 2024, after input from management, including the CEO or the Chief Operating Officer, and the human resources department, the Committee approved cash incentive payments for each executive officer. When making individual compensation decisions for an executive officer, the Committee considered a variety of factors, including:

 

   

the annual performance of Dell Technologies and the executive officer’s business unit, if applicable;

 

   

the executive officer’s performance, experience and ability to contribute to Dell Technologies’ long-term strategic goals, including modernizing our core offerings, pursuing key growth opportunities, and making contributions towards our ESG goals;

 

   

the executive officer’s historical compensation;

 

   

internal pay equity; and

 

   

retention considerations.

Consideration of Annual Say-On-Pay Results – At our annual meeting of stockholders in 2023, the Fiscal 2023 compensation for our named executive officers as disclosed in our proxy statement for that annual meeting received approximately 99% support in our Say-on-Pay advisory vote. Notwithstanding this strong level of support, the Committee continues to discuss our executive compensation program with stockholders and reviews the program for potential areas of enhancement.

Compensation Risk Oversight – Dell Technologies undertakes an annual review of the Company’s material compensation processes, policies and programs for all employees across the following categories: compensation mix; short-term and long-term incentive plan design; performance measures; relationship between performance and payouts; recoupment policies; ownership requirements and severance or change in control policies under the executive compensation program; and oversight. Based on the annual review, the Company determined that those processes, policies and programs do not encourage unnecessary or excessive risk-taking, manipulation of financial measures to impact personal financial rewards, or behavior that focuses on short-term results at the expense of long-term value creation. The Company’s analysis and determination was presented for review by and discussion with the Committee.

Individual Compensation Components

Base Salary

We use base salary to attract and retain talented executive officers needed to manage the business. Base salaries for each named executive officer are determined annually by the Committee. The base salaries of our executive officers other than Mr. Dell vary based on each executive officer’s level of responsibility, performance, experience and historical compensation, as well as retention and internal equity considerations.

 

Dell Technologies / 2024 Proxy Statement / 37


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

Mr. Dell’s annual base salary of $950,000 is reviewed annually. As in prior fiscal years, the Board honored Mr. Dell’s request that it not consider any increase in his base salary for Fiscal 2024.

The table below summarizes the annual base salary rate of each named executive officer for Fiscal 2024. Base salary increases were recommended by management and approved by the Committee for Messrs. Clarke, Rothberg, Scannell, and Whitten based on an evaluation of NEO base salaries in comparison to base salaries of similarly-situated executives at peer companies, and in recognition of each executive’s contributions to the business and the Company’s broader strategic objectives. Ms. McGill also received a base salary increase in connection with her promotion to Chief Financial Officer. As a result of payroll processes, and, if relevant, proration due to mid-year promotion or termination of employment, the actual base salaries paid for the fiscal year may vary from the annual base salary rate approved by the Committee shown below.

 

Name

  

Fiscal 2024 Base 

Salary Rate 

($) 

Michael S. Dell

       950,000 

Yvonne McGill(1)

       650,000 

Jeffrey W. Clarke

       1,033,512 

Richard J. Rothberg

       755,019 

William F. Scannell

       900,000 

Thomas W. Sweet

       850,000 

Anthony Charles Whitten

       980,500 

 

  (1)

The amount shown reflects Ms. McGill’s base salary rate from August 5, 2023, the date of her appointment as Chief Financial Officer, through the end of the fiscal year.

Annual Cash Bonus

In Fiscal 2024, all of Dell Technologies’ executive officers were eligible to receive an annual cash bonus under the Incentive Bonus Plan, or IBP.

The IBP is designed to align executive officer pay with Dell Technologies’ short-term financial and strategic results, while also serving to attract, retain and motivate executive officers.

IBP Formula

 

       

 

Base 

Salary 

 × 

Target
Annual
Incentive
Opportunity

 

 × 

 

Corporate
Performance
Modifier

 × 

 

Individual Performance Modifier

 = 

 

IBP
Payout

 

Dell Technologies / 2024 Proxy Statement / 38


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

IBP Target Incentive Opportunity

The Committee establishes a target incentive opportunity annually for each executive officer expressed as a percentage of base salary for the fiscal year. Under his employment agreement, Mr. Dell is eligible for an annual cash bonus with a target opportunity equal to 200% of his base salary. For Fiscal 2024, target annual incentive opportunities for our named executive officers were as follows:

 

Name

   Target Annual Incentive
Opportunity
as Percentage of Base Salary(1)

Michael S. Dell

       200 %

Yvonne McGill

       100 %

Jeffrey W. Clarke

       150 %

Richard J. Rothberg

       100 %

William F. Scannell

       100 %

Thomas W. Sweet

       100 %

Anthony Charles Whitten

       150 %

 

  (1)

The target annual incentives for all our NEOs who were NEOs in Fiscal 2023 remained unchanged. Ms. McGill’s target annual incentive opportunity shown here became effective from the date of her appointment as Chief Financial Officer and was applied to her base salary earned following her appointment through the end of the fiscal year.

IBP Corporate Performance Modifier

The Committee establishes corporate performance measures and target goals annually. For Fiscal 2024, the designated corporate performance measures and target goals were designed to drive profitable growth and achieve strategic objectives. The Committee chose to retain the same two performance measures used in Fiscal 2023, non-GAAP net revenue and non-GAAP operating income, as the Committee believes these are key drivers of long-term value creation. These non-GAAP financial measures were selected for the incentive program as key elements of our long-term financial framework and are not the same as externally reported non-GAAP net revenue or non-GAAP operating income for Dell Technologies, as the IBP measure excludes the results of certain business operations that are not classified as reportable segments. The targets for the IBP were intended to be “stretch” goals that could not be easily achieved. Fiscal 2024 target values were set below Fiscal 2023 target values consistent with the Company’s outlook for Fiscal 2024 performance shared with the market in the March 2, 2023 fourth quarter earnings call, in which the Company described the impact of continued industry-wide headwinds on Company performance. The Committee retains discretion to adjust IBP measures and consider such other factors as it deems appropriate, including macroeconomic conditions and significant corporate transactions.

The Fiscal 2024 IBP goals were as follows:

 

Performance Measures

Weighting Threshold

Plan

(Target)

Above

Plan(1)

Results

Non-GAAP Net Revenue(2)

  50 % $ 75.1B $ 83.5B $ 105.5B $ 82.8B

Non-GAAP Operating Income(3)

  50 % $ 6.7B $ 7.4B $ 9.4B $ 7.8B

IBP modifier

    72 %   100 %   175 %   107 %

 

(1)

For Fiscal 2024, there was no cap on the IBP corporate performance modifier, which would increase on a linear basis for performance above target.

 

(2)

For purposes of the IBP, non-GAAP net revenue is calculated by adjusting Dell Technologies’ GAAP net revenue to exclude the results of certain business operations that are not classified as reportable segments. As a result of this adjustment, non-GAAP net revenue for this purpose is not the same as externally reported non-GAAP net revenue for Dell Technologies.

 

(3)

For purposes of the IBP, non-GAAP operating income is calculated by adjusting Dell Technologies’ GAAP operating income to exclude the impact of purchase accounting, amortization of intangibles, transaction-related expenses, stock-based compensation expense and other corporate expenses, and the results of certain business operations that are not classified as reportable segments. As a result of the adjustment to exclude the results of certain business operations, non-GAAP operating income for this purpose is not the same as externally reported non-GAAP operating income for Dell Technologies.

 

Dell Technologies / 2024 Proxy Statement / 39


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

IBP Individual Performance Modifier

In recognition of the named executive officers’ role in driving corporate performance, the Committee takes into account personal performance to determine executive officers’ bonus amounts, assigning each executive officer an individual modifier from 0% to 150% following the end of each fiscal year.

In accordance with Mr. Dell’s request, the Committee set Mr. Dell’s individual performance modifier at 100%, consistent with the level for prior fiscal years and did not consider an increase in that level. In determining individual performance modifiers for our other named executive officers, the Committee considered such factors as achievement of financial targets for the business, cost management, strategic and transformational objectives relating to the executive officer’s business unit or function, and ethics and compliance. The Committee also considered progress made toward achieving the Company’s ESG goals. As discussed above in “Process for Evaluating and Determining Executive Officer Compensation,” management’s recommendations to the Committee were based on progress towards these objectives, as set forth in each executive officer’s annual performance plan. The Committee does not place specific weightings on any particular objective but assigns each individual executive officer an individual performance modifier based on its judgement using a holistic assessment of the officer’s performance.

IBP Payouts for Fiscal 2024

Following the end of Fiscal 2024, the Committee approved bonus payments to our named executive officers who remained employed by the Company at the end of the fiscal year. The following table shows the corporate and individual performance modifiers and the corresponding bonus amounts for each named executive officer. Cash bonus payments are calculated based on actual base salaries paid, which may vary from the base salary rates listed above.

 

Name

Target

IBP

($)

Corporate

Modifier

(%)

Individual

Modifier

(%)

Bonus

Payment

($)

Michael S. Dell

  1,900,000   107   100   2,033,000

Yvonne McGill

  467,434 (1)    107   110 (2)    580,650 (3) 
             

Jeffrey W. Clarke

  1,538,730   107   130   2,140,373

Richard J. Rothberg

  749,635   107   110   882,320

William F. Scannell

  892,308   107   120   1,145,724

Thomas W. Sweet(4)

  N/A   N/A   N/A   N/A

Anthony Charles Whitten(5)

  N/A   N/A   N/A   N/A

 

(1)

Ms. McGill’s base salary rate was increased to $650,000 upon her appointment as Chief Financial Officer effective August 5, 2023. The target amount is based on her salary rates in effect before and after her appointment.

 

(2)

Ms. McGill’s individual modifier shown here became effective upon her appointment as Chief Financial Officer and was applied to her base salary earned following her appointment through the end of the fiscal year.

 

(3)

Ms. McGill’s bonus payment includes $198,125 attributable to her service with the Company prior to her appointment as Chief Financial Officer.

 

(4)

Mr. Sweet retired from his position as Chief Financial Officer effective August 4, 2023. Because his employment terminated prior to the end of the fiscal year and IBP payouts, he was not eligible to receive a bonus payment under the terms of the IBP.

 

(5)

Mr. Whitten resigned from his position as Co-Chief Operating Officer effective August 18, 2023. Because his employment terminated prior to the end of the fiscal year and IBP payouts, he was not eligible to receive a bonus payment under the terms of the IBP.

Equity Incentives

Overview

Aligning the interests of our named executive officers with those of our stockholders is a core compensation objective of Dell Technologies. For our non-CEO NEOs, we offer equity incentive opportunities as the most significant component of their total target compensation in furtherance of this objective as well as to create a culture of meritocracy and enhance our ability to attract and retain executive talent. The vesting provisions of our time-based and performance-based RSUs encourage retention and align the interests of our NEOs with those of our stockholders.

Mr. Dell did not receive any equity-based compensation from the Company for Fiscal 2024. The Board believes that Mr. Dell is appropriately incentivized and his interests are appropriately aligned with the interests of our stockholders based on his substantial ownership interest in the Company.

 

Dell Technologies / 2024 Proxy Statement / 40


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

In Fiscal 2024, all of our other named executive officers except Mr. Sweet were granted time-based and performance-based RSUs. Information on Fiscal 2024 equity awards can be found in the Grants of Plan-Based Awards in Fiscal 2024 table under “Compensation of Executive Officers.”

Performance-based RSUs are eligible to cliff vest three years after the grant date, based on achievement measured against a combination of:

 

   

annual financial performance measures, which are defined each year during the three-year period (collectively weighted 50%); and

 

   

relative total shareholder return, or rTSR, which we define as the cumulative total shareholder return measured against a peer group of companies belonging to the Standard & Poor’s 500 Information Technology Index over a three-year performance period (also weighted 50%).

We believe that our use of this index to calculate rTSR promotes transparency and consistency and allows for accurate measurement of the performance of the Company, as one of the technology sector’s leading enterprises, against a broad industry standard.

Fiscal 2024 annual time-based RSUs granted to our named executive officers are eligible to vest ratably over a three-year period, assuming continued service. In addition to his Fiscal 2024 annual time-based RSUs, upon the Committee’s recommendation, the Board awarded Mr. Clarke a time-based RSU award with a three-year vesting period using the following increments: 20% on the first anniversary of the grant date; 30% on the second anniversary of the grant date; and 50% on the third anniversary of the grant date, subject to continued service. This award is intended to continue to align Mr. Clarke with our long-term interests given the importance of his role to continued progress against our strategic priorities.

Performance-based RSUs have a maximum vesting opportunity of up to 200% of the target number of shares. There is no guaranteed level of payout, so if performance is below threshold across each of the performance measures, the entire amount of performance-based RSUs could be forfeited. We believe our use of three one-year performance periods for financial performance measures in combination with a full three-year rTSR measure appropriately balances the challenging cyclicality and volatility of our market, while still effectively aligning the compensation of our named executive officers with the Company’s short-term and long-term financial goals and long-term shareholder value creation.

 

Dell Technologies / 2024 Proxy Statement / 41


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

The following tables present information about the performance-based RSUs granted to our named executive officers in Fiscal 2024, Fiscal 2023 and Fiscal 2022.

Fiscal 2024 Performance-Based RSUs

Annual Financial Performance Measures

Annual financial performance measures are set each year and are collectively weighted at 50%. Achievement against targets is measured each year, and performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

 

          Goals ($ in billions)(1)        

Percentage
of Target
Financial
Funding

 

Performance Measure

   Weight    Threshold    Plan
(Target)
   Above Plan
(Maximum)
   Results

Year 1 (Fiscal 2024)

                             

Non-GAAP Net Revenue(2)

   25%    75.1    83.5    96.0    82.8   

 

116%(4)

Non-GAAP Operating Income(3)

   25%    6.7    7.4    8.5    7.8

Funding Percentage

      50%    100%    200%      

 

(1)

Financial performance goals for Fiscal 2024 were approved by the Committee in March 2023.

 

(2)

For Fiscal 2024, non-GAAP net revenue is calculated by adjusting Dell Technologies’ GAAP net revenue to exclude the results of certain business operations that are not classified as reportable segments. As a result of this adjustment, non-GAAP net revenue for this purpose is not the same as externally reported non-GAAP net revenue for Dell Technologies.

 

(3)

For Fiscal 2024, non-GAAP operating income is calculated by adjusting Dell Technologies’ GAAP operating income to exclude the impact of purchase accounting, amortization of intangibles, transaction-related expenses, stock-based compensation expense and other corporate expenses, and the results of certain business operations that are not classified as reportable segments. As a result of the adjustment to exclude the results of certain business operations, non-GAAP operating income for this purpose is not the same as externally reported non-GAAP operating income for Dell Technologies.

 

(4)

Each modifier is applicable to one-sixth of the Fiscal 2024 awards, reflecting a 50% weighting of annual financial performance measures for year one of the three one-year performance periods. A corresponding number of RSUs will be eligible to vest on March 15, 2026, subject to continued service.

Relative Total Shareholder Return

rTSR is measured over a three-year performance period and is weighted at 50%. Performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

 

  rTSR Percentile Achieved Percentage of Target

Maximum

85th percentile 200%

Target

50th percentile 100%

Threshold

25th percentile 50%

 

Dell Technologies / 2024 Proxy Statement / 42


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

Fiscal 2023 Performance-Based RSUs

Annual Financial Performance Measures

Annual financial performance measures are set each year and are collectively weighted at 50%. Achievement against targets is measured each year, and performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

 

          Goals ($ in billions)(1)        

Percentage
of Target
Financial
Funding

 

Performance Measure

   Weight    Threshold    Plan
(Target)
   Above Plan
(Maximum)
   Results

Year 1 (Fiscal 2023)

                             

Non-GAAP Net Revenue

   30%    101.9    107.3    118.0    102.3   

 

75%(4)

Non-GAAP Operating Income

   20%    7.7    8.5    9.8    8.6

Year 2 (Fiscal 2024)

                             

Non-GAAP Net Revenue(2)

   25%    75.1    83.5    96.0    82.8   

 

116%(4)

Non-GAAP Operating Income(3)

   25%    6.7    7.4    8.5    7.8

Funding Percentage

      50%    100%    200%      

 

(1)

Financial performance goals for Fiscal 2024 were approved by the Committee in March 2023.

 

(2)

For Fiscal 2024, non-GAAP net revenue is calculated by adjusting Dell Technologies’ GAAP net revenue to exclude the results of certain business operations that are not classified as reportable segments. As a result of this adjustment, non-GAAP net revenue for this purpose is not the same as externally reported non-GAAP net revenue for Dell Technologies.

 

(3)

For Fiscal 2024, non-GAAP operating income is calculated by adjusting Dell Technologies’ GAAP operating income to exclude the impact of purchase accounting, amortization of intangibles, transaction-related expenses, stock-based compensation expense and other corporate expenses, and the results of certain business operations that are not classified as reportable segments. As a result of the adjustment to exclude the results of certain business operations, non-GAAP operating income for this purpose is not the same as externally reported non-GAAP operating income for Dell Technologies.

 

(4)

Each modifier is applicable to one-sixth of the Fiscal 2023 awards, reflecting a 50% weighting of annual financial performance measures for years one and two of the three one-year performance periods. A corresponding number of performance-based RSUs will be eligible to vest on March 15, 2025, subject to continued service.

Relative Total Shareholder Return

rTSR is measured over a three-year performance period and is weighted at 50%. Performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

 

  rTSR Percentile Achieved Percentage of Target

Maximum

85th percentile 200%

Target

50th percentile 100%

Threshold

25th percentile 50%

 

Dell Technologies / 2024 Proxy Statement / 43


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

Fiscal 2022 Performance-Based RSUs

Annual Financial Performance Measures

Annual financial performance measures are set each year and are collectively weighted at 50%. Achievement against targets is measured each year, and performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

 

          Goals ($ in billions)(1)        

Percentage
of Target
Financial
Funding

 

Performance Measure

   Weight    Threshold   

Plan

(Target)

  

Above Plan

(Maximum)

   Results

Year 1 (Fiscal 2022)

                             

Non-GAAP Net Revenue

   30%    91.0    95.8    105.3    107.0   

 

200%(4)

Non-GAAP Operating Income

   20%    8.0    8.9    10.2    10.6

Year 2 (Fiscal 2023)

                             

Non-GAAP Net Revenue

   30%    101.9    107.3    118.0    102.3   

 

75%(4)

Non-GAAP Operating Income

   20%    7.7    8.5    9.8    8.6

Year 3 (Fiscal 2024)

                             

Non-GAAP Net Revenue(2)

   25%    75.1    83.5    96.0    82.8   

 

116%(4)

Non-GAAP Operating Income(3)

   25%    6.7    7.4    8.5    7.8

Funding Percentage

      50%    100%    200%      

 

(1)

Financial performance goals for Fiscal 2024 were approved by the Committee in March 2023. Financial performance results for Fiscal 2022 are not the same as externally reported results as they are not presented on a continuing operations basis.

 

(2)

For Fiscal 2024, non-GAAP net revenue is calculated by adjusting Dell Technologies’ GAAP net revenue to exclude the results of certain business operations that are not classified as reportable segments. As a result of this adjustment, non-GAAP net revenue for this purpose is not the same as externally reported non-GAAP net revenue for Dell Technologies.

 

(3)

For Fiscal 2024, non-GAAP operating income is calculated by adjusting Dell Technologies’ GAAP operating income to exclude the impact of purchase accounting, amortization of intangibles, transaction-related expenses, stock-based compensation expense and other corporate expenses, and the results of certain business operations that are not classified as reportable segments. As a result of the adjustment to exclude the results of certain business operations, non-GAAP operating income for this purpose is not the same as externally reported non-GAAP operating income for Dell Technologies.

 

(4)

Each modifier is applicable to one-sixth of the Fiscal 2022 awards, reflecting a 50% weighting of annual financial performance measures for years one, two, and three of the three one-year performance periods. A corresponding number of performance-based RSUs vested on March 15, 2024.

Relative Total Shareholder Return

rTSR is measured over a three-year performance period and is weighted at 50%. Performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

 

  rTSR Percentile Achieved Percentage of Target

Maximum

85th percentile 200%

Target

50th percentile 100%

Threshold

25th percentile 50%
     

rTSR Goal Attainment

92.96 percentile 200%

 

Dell Technologies / 2024 Proxy Statement / 44


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

Other Compensation Components

Benefits and Perquisites

Dell Technologies provides limited benefits and perquisites to its executive officers. While such benefits and perquisites are not a significant part of executive officer compensation on a dollar value basis, the Committee believes that these elements of compensation are important for delivering a competitive package to attract and retain qualified executive officers. Benefits and perquisites include those described below.

 

   

Annual Physical – Dell Technologies pays for a comprehensive annual physical for each executive officer and the executive officer’s spouse or domestic partner and reimburses the executive officer’s related travel and lodging costs, subject to an annual maximum payment of $5,000 per person.

 

   

Technical Support – Dell Technologies provides executive officers with computer technical support and, in some cases, certain home network equipment. The incremental cost to Dell Technologies of providing these services is limited to the cost of hardware provided and is not material.

 

   

Security – Dell Technologies provides executive officers with security services, including alarm installation and monitoring and, in some cases, certain home security upgrades in accordance with the recommendations of an independent security study. Mr. Dell reimburses the Company for costs related to personal security protection provided to Mr. Dell and his family.

 

   

Financial Counseling and Tax Preparation Services – Under the terms of his employment agreement, Mr. Dell is entitled to reimbursement for financial counseling services (including tax preparation) of up to $12,500 annually. Other executive officers are entitled to reimbursement of up to $15,000 annually for financial counseling services (including tax preparation).

 

   

Travel Expenses – Dell Technologies pays for reasonable travel expenses for an executive officer’s spouse or domestic partner to attend Dell Technologies-sponsored events if the travel is at the Company’s request.

Dell Technologies also pays for incremental costs related to the personal use of non-commercial aircraft, including corporate aircraft owned by Dell Technologies, for our non-CEO NEOs when such travel occurs. We maintain a written policy governing aircraft use that allows for personal use of non-commercial aircraft by executives in limited circumstances and with appropriate prior approvals. The value of any personal use of a non-commercial aircraft by our non-CEO NEOs or their guests is imputed as income, in accordance with applicable tax regulations. Dell Technologies does not provide any tax gross-ups for such imputed income.

Mr. Dell uses private aircraft indirectly and wholly owned by him and operated by an independent company for his air travel, including for travel related to Dell Technologies. The Company leases the aircraft for Mr. Dell’s business travel, and the cost of Company-related business travel by Mr. Dell on his aircraft is paid for by the Company. Mr. Dell also has an indirectly-held fractional ownership interest in other aircraft. The cost of Company-related business travel by Mr. Dell on such fractionally-owned aircraft is paid for by the Company.

 

   

Other – Executive officers participate in Dell Technologies’ other benefit plans on the same terms as other employees. These plans include medical, dental and life insurance benefits, and the Dell Inc. 401(k) Plan. For additional information, see “Compensation of Executive Officers Other Benefit Plans.” Executive officers are also eligible to participate in activity rewards and healthy rewards programs and earn amounts thereunder on the same terms and conditions as other employees.

For more information about Dell Technologies’ arrangements with Mr. Dell with respect to security, travel and certain other benefits, see “Transactions With Related Persons Transactions With Michael S. Dell and Other Related Persons.”

Compensation Governance

Stock Ownership Guidelines

The Board of Directors has not adopted stock ownership requirements for our directors or executive officers. The Board of Directors and the Committee believe that at this time the design of Dell Technologies’ equity compensation strategy for executive officers links the interests of executive officers closely with those of other Dell Technologies stockholders. Additionally, the Board believes Mr. Dell’s ownership in the Company already reflects his full alignment with the long-term performance of Dell Technologies.

Policy on Hedging Transactions and Pledging of Securities

Dell Technologies maintains a securities trading policy that applies to our directors and employees, including executive officers and other officers, and prohibits certain activities relating to specified securities, as described below. The policy also generally applies to family members who reside with any director or employee, any other person who lives in the director’s or employee’s household, and any other family members whose transactions in securities are directed by, or subject to the influence or control of, the director or employee, as well as entities, such as a corporation, partnership or trust, controlled by the director or employee.

 

Dell Technologies / 2024 Proxy Statement / 45


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

The activities prohibited by the policy include (1) hedging and monetization transactions that would permit any such person to continue to own the securities without the full risks and rewards of ownership, (2) transactions in put options, call options or other derivative securities on an exchange or in any other organized market and (3) the holding of the securities in a margin account or other pledging of the securities as collateral for a loan. The policy prohibits hedging and monetization transactions without regard to the means by which they are accomplished, whether through the use of financial instruments such as prepaid variable forwards, equity swaps, collars or exchange funds or otherwise, including short sales, option positions and pledges arising from certain types of hedging transactions.

The foregoing provisions of the securities trading policy apply to transactions in all securities, including equity securities, issued by Dell Technologies or SecureWorks Corp., the Company’s public majority-owned subsidiary, that are held by any person covered by the policy. Equity securities subject to the policy include awards granted under equity compensation plans, as well as derivative securities that are not issued by the foregoing entities, such as exchange-traded put or call options or swaps relating to those entities’ securities.

The administrator of the policy has the discretion, on a case-by-case basis and in appropriate circumstances, to waive or modify the restrictions and prohibitions on the hedging and other transactions described above.

Recoupment of Compensation

If Dell Technologies restates its reported financial results, the Board of Directors will review the bonus and other cash or equity awards made to the executive officers, including the named executive officers, based on financial results during the period subject to the restatement and, to the extent practicable under applicable law or as required by the Company’s recoupment policy described below, Dell Technologies will seek to recover or cancel any of these awards that were awarded as a result of achieving performance targets that would not have been met under the restated financial results.

In Fiscal 2024, the Company adopted an executive compensation recoupment or “clawback” policy in compliance with an NYSE listing standard that was adopted in 2023 in accordance with Exchange Act Rule 10D-1. Under its policy, which the Company has filed as an exhibit to its Annual Report on Form 10-K, if the Company is required to prepare an accounting restatement, it must recover from any current or former executive officer incentive-based compensation that was erroneously awarded during the three years before the date on which the restatement was required. The recoverable amount would be calculated as the amount of incentive-based compensation received in excess of the amount that otherwise would have been received if such compensation had been determined based on the restated financial measure. The Company’s recoupment obligation is subject to limited impracticability exceptions authorized under the NYSE standard.

Employment Agreements; Severance and Change-in-Control Arrangements

Employment Agreement With Michael S. Dell

Mr. Dell’s employment is subject to an employment agreement with Dell Technologies and its wholly-owned subsidiary Dell Inc. pursuant to which Mr. Dell serves as Chief Executive Officer and as Chairman of the Board of Directors of Dell Technologies. Under the employment agreement, Mr. Dell may resign for any or no reason or the Board of Directors may terminate him at any time for “cause” (as defined below). In addition, following a change in control of Dell Technologies (as defined below) or a qualified initial public offering (as defined in the agreement), the Board of Directors may terminate Mr. Dell for any or no reason.

Under the employment agreement, Mr. Dell is entitled to an annual base salary of $950,000 and is eligible for an annual bonus with a target opportunity equal to 200% of his base salary. Mr. Dell’s base salary is subject to annual review by the Board of Directors and subject to increase, but not decrease. Further, as discussed under “– Individual Compensation Components – Other Compensation Components – Benefits and Perquisites,” Dell Technologies reimburses Mr. Dell for financial counseling and tax preparation up to $12,500 per year, an annual physical (for himself and his spouse) up to $5,000 per person and all business travel and business expenses reasonably incurred by Mr. Dell. Dell Technologies also provides Mr. Dell and his family with business-related security protection.

 

Dell Technologies / 2024 Proxy Statement / 46


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

Mr. Dell is subject to a covenant of indefinite duration not to disclose confidential information and an obligation to assign to Dell Technologies and Dell Inc. any intellectual property created by Mr. Dell during his employment.

Under the employment agreement, “cause” is generally defined as any of the following events:

 

   

the conviction of Mr. Dell for a felony resulting in his incarceration; or

 

   

the legal incapacity of Mr. Dell to serve as (1) a director of Dell Technologies or certain subsidiaries of Dell Technologies or (2) the chief executive officer of Dell Technologies or certain subsidiaries of Dell Technologies.

Under the employment agreement, a “change in control” is generally defined as any of the following events:

 

   

a sale or disposition of all or substantially all of the assets of Dell Technologies and its subsidiaries, taken as a whole, to any person, entity or group;

 

   

any person, entity or group (other than Mr. Dell, the SLP stockholders or certain related parties) becomes the beneficial owner of capital stock representing 50% or more of the total voting power of Dell Technologies’ outstanding capital stock, other than pursuant to a merger or consolidation of Dell Technologies with or into any other entity that does not constitute a “change in control” under the following change-in-control event; or

 

   

any merger or consolidation of Dell Technologies with or into any other entity unless the holders of Dell Technologies’ outstanding voting securities immediately before the closing directly or indirectly beneficially own capital stock representing a majority of the total voting power of the resulting entity in substantially the same proportions as their ownership in Dell Technologies immediately before such a transaction.

Severance and Change-in-Control Arrangements With Other Named Executive Officers

Each of the other named executive officers, consisting of Ms. McGill and Messrs. Clarke, Rothberg and Scannell, has entered into a Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement with Dell Technologies pursuant to which, if the executive’s employment is terminated without “cause,” or if the executive resigns for “good reason” (each as defined below), the executive will receive a cash severance payment equal to 300% of the executive’s then-current annual base salary. Two-thirds of this severance amount will be payable as soon as practicable following termination of employment and the remainder will be payable on the one-year anniversary of such termination. Each of the agreements obligates the executive to comply with certain non-competition and non-solicitation obligations for a period of 12 months following termination of employment and also provides that the executive may not use or disclose certain confidential information of Dell Technologies as set forth in the agreement at any time during or after the executive’s employment. Messrs. Sweet and Whitten were parties to these agreements at the time of the termination of their employment in Fiscal 2024.

Unvested equity awards will be forfeited upon termination of employment, except in the case of termination due to death or disability. The award agreements do not provide an exception to this treatment in the case of a termination of employment following a change in control of Dell Technologies. In the case of termination due to death or disability, the outstanding, unvested portion of such named executive officer’s time-based awards and the portion of such named executive officer’s performance-based awards for which performance has been determined will vest and the portion of such named executive officer’s performance-based awards for which performance has not been determined will vest at the target level. In connection with Mr. Whitten’s resignation from his position as Co-Chief Operating Officer effective August 18, 2023, Dell Technologies entered into a separation agreement with Mr. Whitten that, in addition to providing for a general release and waiver of claims against Dell Technologies, provides for continued vesting of (1) 177,747 time-based restricted stock units that settle in shares of the Dell Technologies Class C common stock which will vest on August 16, 2024 and (2) 177,747 time-based restricted stock units which will vest on August 16, 2025. All other unvested equity awards outstanding on the effective date of Mr. Whitten’s resignation were terminated.

Dell Technologies believes that these severance benefits help it to attract and retain key executives who may be presented with alternative employment opportunities that might appear to be more attractive absent these protections.

Under the Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreements, “cause” generally is defined as any of the following events:

 

   

a violation of confidentiality obligations;

 

   

acts resulting in being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty;

 

   

conduct that constitutes gross neglect, insubordination, willful misconduct or breach of Dell Technologies’ code of conduct or the executive’s fiduciary duty; or

 

Dell Technologies / 2024 Proxy Statement / 47


Table of Contents
                     
 

Compensation 

Discussion

and Analysis

  Compensation  of Executive Officers   Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security
Ownership of Certain
Beneficial Owners and

Management 

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                     

 

   

a determination by senior management that the executive violated laws relating to the workplace environment.

Under the Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreements, “good reason” generally is defined as any of the following events, if in each case not timely cured:

 

   

a material reduction in base salary;

 

   

a material adverse change in title or reduction in authority, duties or responsibilities; or

 

   

a change in the executive’s principal place of work of more than 25 miles.

Under the Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreements, “change in control” is generally defined to include any of the following events:

 

   

the sale or disposition, in one or a series of related transactions, to any person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than to the Sponsor Stockholders (as defined for purposes of the agreements) or any of their respective affiliates or to any person or group in which any of the foregoing is a member, of all or substantially all of the consolidated assets of Dell Technologies;

 

   

any person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than the Sponsor Stockholders or any of their respective affiliates or any person or group in which any of the foregoing is a member, is or becomes the beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the outstanding shares of Dell Technologies common stock, other than as a result of any merger or consolidation that does not constitute a change in control pursuant to the event immediately set forth below;

 

   

any merger or consolidation of Dell Technologies with or into any other person, unless the holders of the Dell Technologies common stock immediately prior to such merger or consolidation beneficially own (within the meaning of Rule 13d-3 of the Exchange Act) a majority of the outstanding shares of the common stock (or equivalent voting securities) of the surviving or successor entity (or the parent entity thereof); or

 

   

prior to an initial public offering of the Class C common stock that is registered under the Securities Act of 1933, the Sponsor Stockholders and their respective affiliates cease to have the ability to cause the election of that number of members of the Board who would collectively have the right to vote a majority of the aggregate number of votes represented by all of the members of the Board, and any person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than the Sponsor Stockholders and their respective affiliates or any person or group in which any of the foregoing is a member, beneficially owns (within the meaning of Rule 13d-3 of the Exchange Act) outstanding voting stock representing a greater percentage of voting power with respect to the general election of members of the Board than the shares of outstanding voting stock which the Sponsor Stockholders and their respective affiliates collectively beneficially own (within the meaning of Rule 13d-3 of the Exchange Act).

For more information about potential payments to Mr. Dell under his employment agreement and to Ms. McGill and Messrs. Clarke, Rothberg and Scannell under their severance agreements, see Compensation of Executive Officers – Potential Payments Upon Termination of Employment or Change in Control.”

 

Dell Technologies / 2024 Proxy Statement / 48


Table of Contents

 

Compensation of Executive Officers

 

 

Fiscal 2024 Summary Compensation Table

The following table summarizes the total compensation paid or granted for the fiscal years indicated by Dell Technologies to the following persons, each of whom was an executive officer of Dell Technologies during Fiscal 2024:

 

   

Michael S. Dell, who served as our principal executive officer

 

   

Yvonne McGill, who served as our principal financial officer from August 5, 2023

 

   

Thomas W. Sweet, who served as our principal financial officer until August 4, 2023

 

   

Jeffrey W. Clarke, Richard J. Rothberg and William F. Scannell, who are our three other most highly compensated executive officers

 

   

Anthony Charles Whitten, who served as our Co-Chief Operating Officer until August 18, 2023, and would have been a named executive officer if he had been employed by the Company at the end of Fiscal 2024

 

Name and

principal position

  

Fiscal

Year

    

Salary

($)

   

Bonus

($)

   

Stock

awards

($)(1)

   

Non-equity

incentive plan

compensation

($)(2)

    

All other

compensation

($)(3)

    

Total

($)

 

Michael S. Dell

Chairman and Chief

Executive Officer

     2024        950,000                   2,033,000          47,405          3,030,405  
     2023        986,538 (4)                  1,795,500          27,314          2,809,352  
     2022        931,731 (5)                  2,515,673          19,943          3,467,347  

Yvonne McGill

Chief Financial Officer

     2024        583,970 (6)            5,464,532 (7)      580,650          47,479          6,676,631  

Jeffrey W. Clarke

Chief Operating Officer

and Vice Chairman

     2024        1,025,820             23,034,304 (8)      2,140,373          47,063          26,247,560  
     2023        1,013,195 (4)            14,345,465       1,797,914          42,332          17,198,906  
     2022        929,622             13,837,995       2,447,230          45,706          17,260,553  

Richard J. Rothberg

General Counsel

     2024        749,635             5,262,949 (9)      882,320          62,062          6,956,966  

William F. Scannell

President, Global Sales

and Customer Operations

     2024        892,308             7,438,194 (9)      1,145,724          100,588          9,576,814  
     2023        873,077 (4)            8,616,552       993,125          65,182          10,547,936  
     2022        790,385       545 (10)      8,393,267       1,387,125          40,428          10,611,750  

Thomas W. Sweet

Former Chief Financial Officer

     2024        425,000 (11)            578,592 (12)      —          45,961          1,049,553  
     2023        873,077 (4)            4,298,891       953,400          54,585        6,179,953  
     2022        790,385             8,393,267       1,387,125          41,530          10,612,307  

Anthony Charles Whitten

Former Co-Chief Operating Officer

     2024        521,808 (13)            10,014,546 (9)      —          23,591          10,559,945  
     2023        968,885 (4)            9,999,024       1,587,033          49,510          12,604,452  
     2022        398,077 (14)      5,000,000 (15)      44,999,984 (16)      967,327          61,524          51,426,912  

 

(1)

Stock award values represent performance-based and time-based RSUs. To estimate the fair value of performance-based RSUs containing a market condition, the Company uses the Monte Carlo valuation model. The assumptions used to calculate this type of fair value are incorporated herein by reference to Note 17 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended February 2, 2024, filed with the SEC on March 25, 2024. The fair value of all other stock awards is generally based on the closing price of the Class C common stock as reported on the NYSE on the grant date or the trade date immediately preceding the grant date if the grant date falls on a non-trading day. Dividend equivalent rights accrue on RSUs granted beginning in March 2022 and are factored into the grant date fair value. Dividend equivalent rights are paid when the underlying RSUs vest.

 

(2)

Amounts represent annual cash bonus payments under the IBP.

 

(3)

See the “All Other Compensation Table” below for additional detail.

 

(4)

Amount reflects base salary paid in Fiscal 2023 based on one more pay period than in Fiscal 2024 or Fiscal 2022.

 

(5)

Mr. Dell’s annual base salary rate remained unchanged at $950,000. Due to the timing of the reinstatement of his salary after his voluntary relinquishment of a portion of his salary in Fiscal 2021, Mr. Dell’s actual base salary for Fiscal 2022 was $931,731.

 

Dell Technologies / 2024 Proxy Statement / 49


Table of Contents
                   
 

Compensation 

of Executive Officers

  Pay Versus Performance  Disclosure  

Report of

the Audit Committee 

 

Security Ownership of Certain Beneficial  Owners and

Management

  Transactions  With Related Persons   Questions and Answers About the Annual Meeting    Additional Information    Annex A    Annex B   
                   

 

(6)

Amount reflects combined value of Ms. McGill’s salary before her appointment as Chief Financial Officer and her prorated salary at her increased base salary rate from the date of her appointment as Chief Financial Officer through the end of Fiscal 2024.

 

(7)

Stock awards represent March 2023 grants consisting of (a) time-based RSUs, (b) performance-based RSUs based on rTSR for the three-year period from Fiscal 2024 through Fiscal 2026, and (c) performance-based RSUs based on Fiscal 2024 non-GAAP net revenue and non-GAAP operating income. Stock awards also include portions of performance-based RSUs granted in March 2022 and March 2021 based on Fiscal 2024 non-GAAP net revenue and non-GAAP operating income. In addition, stock awards include a time-based RSU award granted in August 2023 in connection with Ms. McGill’s appointment as Chief Financial Officer.

 

(8)

Stock awards represent March 2023 grants consisting of (a) time-based annual and retention RSUs (b) performance-based RSUs based on rTSR for the three-year period from Fiscal 2024 through Fiscal 2026, and (c) performance-based RSUs based on Fiscal 2024 non-GAAP net revenue and non-GAAP operating income. Stock awards also include portions of performance-based RSUs granted in March 2022 and March 2021 based on Fiscal 2024 non-GAAP net revenue and non-GAAP operating income.

 

(9)

Stock awards represent March 2023 grants consisting of (a) time-based RSUs, (b) performance-based RSUs based on rTSR for the three-year period from Fiscal 2024 through Fiscal 2026, and (c) performance-based RSUs based on Fiscal 2024 non-GAAP net revenue and non-GAAP operating income. Stock awards also include portions of performance-based RSUs granted in March 2022 and March 2021 based on Fiscal 2024 non-GAAP net revenue and non-GAAP operating income.

 

(10)

Represents Inspire award points to celebrate 35 years of service with the Company.

 

(11)

Amount represents prorated salary for Fiscal 2024 through Mr. Sweet’s last day with the Company.

 

(12)

Represents a portion of performance-based RSUs granted in March 2021 based on Fiscal 2024 non-GAAP net revenue and non-GAAP operating income.

 

(13)

Amount represents prorated salary for Fiscal 2024 through Mr. Whitten’s last day of employment with the Company.