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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
 
 
 


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LOGO


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LOGO

Dear fellow stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to Dell Technologies Inc.’s 2023 Annual Meeting of Stockholders. The meeting will be held virtually on Tuesday, June 20, 2023, at 12:00 p.m., Central Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/DELL2023, 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 3, 2023 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.

 

             
 

“Technology innovation is the catalyst to realize our greatest opportunities as a global society. We have unprecedented power to amplify human creativity and ingenuity, and that power continues to accelerate.”

 

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 10, 2023


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LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Dell Technologies Inc.:

 

LOGO

  Date & Time:     

LOGO

  Accessability:     

LOGO

  Record Date:
 

Tuesday, June 20, 2023

12:00 p.m., Central Time

 

www.virtualshareholder

meeting.com/DELL2023

 

Close of Business

April 26, 2023

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 February 2, 2024    FOR    23

Proposal 3:

  Non-binding, advisory vote to approve named executive officer compensation
as disclosed in this proxy statement, or Say-on-Pay
   FOR    25

Proposal 4:

  Non-binding, advisory vote on whether Dell Technologies should hold a non-binding, advisory vote by stockholders to approve the compensation of the Company’s named executive officers every 1 year, every 2 years or every 3 years, or Say-on-Pay Frequency    FOR
EVERY
1 YEAR
   26

Proposal 5:

  Vote to approve the Dell Technologies Inc. 2023 Stock Incentive Plan    FOR    27

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 April 26, 2023, 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 20, 2023. Please allow ample time for online check-in, which will begin at 11:45 a.m., Central Time, on June 20, 2023.

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 3, 2023, which is our annual report to stockholders for our 2023 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 10, 2023


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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 (advisory vote on the frequency of future advisory votes to approve named executive officer compensation) or Proposal 5 (approval of the Dell Technologies Inc. 2023 Stock Incentive Plan) 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 74 of the accompanying proxy statement.


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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  
Corporate Governance      15  
Director Compensation      21  
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm      23  
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation      25  
Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation      26  
Proposal 5 – Approval of the Dell Technologies Inc. 2023 Stock Incentive Plan      27  
How the 2023 Plan is Designed to Protect Stockholder Interests      27  
Share Authorization and Dilution      28  
Summary of Material Plan Provisions      28  
Summary of Material U.S. Federal Income Tax Consequences      35  
Plan Benefits      37  
Equity Compensation Plan Information      37  
Compensation Committee Report      38  
Compensation Discussion and Analysis      39  
Introduction      39  
Named Executive Officers      39  
Highlights of Fiscal 2023 Performance      39  
Executive Compensation Philosophy and Core Objectives      40  
Executive Compensation Overview      40  
Individual Compensation Components      41  
Compensation Governance      47  
Compensation of Executive Officers      51  
Fiscal 2023 Summary Compensation Table      51  
All Other Compensation Table      52  
Grants of Plan-Based Awards in Fiscal 2023      53  
Outstanding Equity Awards at End of Fiscal 2023      55  
Option Exercises and Stock Vested      56  
2013 Stock Incentive Plan      56  
Other Benefit Plans      56  
Potential Payments Upon Termination of Employment or Change in Control      57  
Pay Ratio Disclosure      58  
Pay Versus Performance Disclosure      59  
Report of the Audit Committee      64  
Security Ownership of Certain Beneficial Owners and Management      65  
Transactions With Related Persons      68  
Policy for Review and Approval of Transactions With Related Persons      68  
Transactions With Michael S. Dell and Other Related Persons      69  
Transactions With VMware      69  
Transactions With Other Principal Stockholders      71  
Relationships and Transactions Under Other Stockholder Agreements and Arrangements      71  
Other Transactions      72  
Questions and Answers About the Annual Meeting      74  
Additional Information      82  
Director Nomination Process      82  
Stockholder Proposals for Next Year’s Annual Meeting      83  
Stockholders Sharing the Same Last Name and Address      84  
Availability of Annual Report on Form 10-K      84  
Other Matters      84  
Annex A – Selected Definitions      A-1  
Annex B – Dell Technologies Inc. 2023 Stock Incentive Plan      B-1  
Annex C – Reconciliation of Non-GAAP Financial Measures      C-1  
 


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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 3, 2023.

The Notice of Internet Availability of Proxy Materials is first being distributed to stockholders on or about May 10, 2023. On or about May 17, 2023, 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.

Annual Meeting of Stockholders

 

   

Date:

  Tuesday, June 20, 2023

Time:

  12:00 p.m., Central Time

Record Date:

  April 26, 2023

Webcast:

  The meeting can be accessed by visiting www.virtualshareholdermeeting.com/DELL2023, 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.

 

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                   Summary Information                                   
                                         

 

Meeting Proposals and Voting Recommendations

 

Meeting Proposals

   Board
Recommendation
   Page

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

Ratification of appointment of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the fiscal year ending February 2, 2024

   FOR    23

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

   FOR    25

Non-binding, advisory vote on whether Dell Technologies should hold a Say-on-Pay advisory vote every 1 year, every 2 years or every 3 years, or Say-on-Pay Frequency

   FOR EVERY 1 YEAR    26

Vote to approve the Dell Technologies Inc. 2023 Stock Incentive Plan

   FOR    27

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.

 

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                   Summary Information                                   
                                         

 

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   58   2013           LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
LOGO  

David W. Dorman

Founding Partner of Centerview Capital Technology

  I   69   2016    

  Nominating and Governance

 

LOGO   LOGO   LOGO   LOGO   LOGO   LOGO

LOGO  

Egon Durban

Co-CEO of Silver Lake

  I   49   2013          

LOGO   LOGO   LOGO   LOGO   LOGO   LOGO

LOGO  

David Grain

Founder and Chief Executive Officer of Grain Management LLC

  I   60   2021        

LOGO   LOGO   LOGO   LOGO   LOGO   LOGO

LOGO  

William D. Green

Former Chairman of Accenture plc

  I
  69
  2016
 
 

  Audit (Chair)

 

LOGO   LOGO   LOGO   LOGO   LOGO   LOGO

LOGO  

Ellen J. Kullman –

Lead Independent Director

Executive Chair of Carbon, Inc.

  IV   67   2016    

  Nominating and Governance (Chair)

 

  Audit

 

LOGO   LOGO   LOGO   LOGO   LOGO   LOGO

LOGO  

Simon Patterson

Managing Director of Silver Lake

  I   50   2013          

LOGO   LOGO   LOGO   LOGO   LOGO   LOGO

LOGO  

Lynn Vojvodich Radakovich

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

  I   55   2019    

  Audit

 

LOGO   LOGO   LOGO   LOGO   LOGO   LOGO

 

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

 

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                   Summary Information                                   
                                         

 

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 February 2, 2024, or Fiscal 2024. All PwC fees incurred in connection with professional services rendered to Dell Technologies during our fiscal year ended February 3, 2023, or Fiscal 2023, and January 28, 2022, or Fiscal 2022, 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 39. The Nominating and Governance 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.

Say-on-Pay Frequency (Proposal 4)

The Board is asking you to vote, on a non-binding, advisory basis, on whether future non-binding, advisory votes on the compensation of our named executive officers as disclosed in the Company’s annual proxy statement should be held every 1 year, every 2 years or every 3 years. The Board unanimously recommends that stockholders vote “FOR” “Every 1 year” as the frequency with which Dell Technologies should hold this vote.

Approval of the Dell Technologies Inc. 2023 Stock Incentive Plan (Proposal 5)

The Board is asking you to vote “FOR” approval of the Dell Technologies Inc. 2023 Stock Incentive Plan, as described under “Proposal 5 — Approval of the Dell Technologies Inc. 2023 Stock Incentive Plan.”

Stockholder Proposals for 2024 Annual Meeting of Stockholders

 

   

Deadline for stockholder proposals to be included in our 2024 proxy statement: January 11, 2024

 

   

Deadline for proposed business and nominations for director that will not be included in our 2024 proxy statement: February 21, 2024March 22, 2024

 

   

Deadline for notice under the universal proxy rules of the Securities and Exchange Commission, or SEC, for solicitation of proxies in connection with our 2024 annual meeting in support of director nominees other than the Company’s nominees: April 21, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on Tuesday, June 20, 2023:

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 3, 2023 are available electronically on our website at http://investors.delltechnologies.com under the News & Events – Upcoming Events section and at www.proxyvote.com.

 

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Environmental, Social and Governance (ESG)

 

 

LOGO

At Dell Technologies, our purpose is to create technologies that drive human progress, putting our technology, scale and expertise to work where it can do the most good for both people and the planet. We recognize that all our stakeholders – stockholders, customers, suppliers, employees, and communities – as well as the environment and society, 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 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 metrics into the Company’s overall strategy and involves management committees, including an ESG Steering Committee, charged with the development and achievement of Dell Technologies’ long-term ESG strategy. The ESG Steering Committee is also responsible for monitoring and supporting Dell’s progress towards achieving the established ESG goals and other related ESG priorities as well as ensuring compliance with regulations. 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 the following functions: sustainability, diversity and inclusion, human resources, giving and social innovation, ethics and compliance, security and privacy, products and services, supply chain, corporate affairs, government affairs, internal audit, legal, risk management, investor relations, and accounting and finance. Together, these governance bodies develop, manage and measure our ESG strategy and progress.

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 stockholders and other stakeholders and conduct a review of other external reporting frameworks. We publish detailed, three-year performance trends on key metrics and on key topics, including within our annual ESG Report, available on the ESG & Impact page of our website. This reporting promotes accountability and allows our stakeholders to follow our progress in achieving our goals. We complement this information with online indexes to the Global Reporting Initiative’s (GRI) standards, the World Economic Forum’s (WEF) Stakeholder Capitalism Metrics, the Climate Disclosure Project (CDP), the Task Force on Climate-Related Financial Disclosure (TCFD), and the Sustainability Accounting Standards Board (SASB) standards.

Our ESG goals represent an extension of our purpose as a company – to drive human progress. These goals guide impact strategies as we approach the year 2030 and beyond. To drive measurable impact, goals must reflect where we have the biggest opportunity to drive meaningful change. We constantly evaluate our goals and targets with that lens. Our plan is to activate change in the critical areas of advancing sustainability, cultivating inclusion, transforming lives, and upholding ethics and privacy.

 

   

Advancing Sustainability – We believe we have a responsibility to protect and enrich our planet together with our customers, suppliers, and communities. We continue to prioritize sustainability across our business ecosystem, valuing natural resources and seeking to minimize our 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 that will enable us to build and empower our future workforce and we strive to cultivate inclusion for our team members, customers, and communities. It is essential that our workforce be fully representative of the diversity in our global customer base. Further, we believe that diversity of leadership increases innovation and ensures that company decisions reflect a wide variety of perspectives.

 

   

Transforming Lives – We believe our scale, support, and the innovative application of our portfolio can play an important role in advancing fundamental human rights and addressing complex societal challenges, including improving health, education, and economic opportunities for the underserved. We endeavor to harness the power of technology to create a future that is capable of realizing human potential.

 

   

Upholding Ethics and Privacy – Ethics and privacy play a critical role in establishing a strong foundation for positive social impact. We are committed to ensuring that new talent and existing team members align with our ethical culture. We will

 

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

Compensation   Committee

Report

                  
                 

 

 

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 level of dedication to ethics and privacy.

For more information about our commitment to making both business and societal impact, our reporting on key indicators from across our business and our 2030 ESG goals and progress, please consult our annual report on Form 10-K for Fiscal 2023 as well as the reports and content on the ESG & Impact page of our website.

 

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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, Simon Patterson 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 was elected to the Board at the 2022 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 2022 annual meeting of stockholders and is currently serving as a Group IV director.

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. We added this voting provision to our certificate of incorporation in connection with the transaction, which we refer to as the Class V transaction, that we completed on December 28, 2018. In connection with that transaction, we agreed to implement certain enhancements to our corporate governance that include the right of our Class C stockholders to vote for a director independently from the holders of our other outstanding series of common stock.

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, as chair of the Nominating and Governance Committee and as a member of the Audit Committee.

Director Groups

The Board is currently composed of eight members, seven of whom are Group I directors and one of whom is a Group IV director under the terms of our organizational documents.

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 a 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 a 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 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.

 

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Compensation   Committee

Report

                  
                 

 

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 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 Dell Technologies’ 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. Two of the members of our Audit Committee have been designated by the Board 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 Dell Technologies places strategic importance, including new or expanding businesses, customer segments or geographies, organic and inorganic growth strategies, and existing and new technologies; deep understanding or a special perspective concerning Dell Technologies’ business environments; and experience with, exposure to, or reputation among a broad subset of Dell Technologies’ customer base.

 

   

International Experience – 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.

 

   

Diversity of Background – Dell Technologies believes that our Board should reflect of 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.

 

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                   Summary Information     Environmental,   Social and Governance (ESG)   Proposal 1     Proposal 2     Proposal 3     Proposal 4     Proposal 5    

Compensation   Committee

Report

                  
                 

 

Director Matrix – The Board evaluates, selects and nominates qualified candidates for election or appointment to the Board. 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
  Global
Mindset,
Emerging
Markets,
Operational
Experience
  Risk
Management
   Diverse

Michael S. Dell

              

David W. Dorman

              

Egon Durban

              

David Grain

              

William D. Green

              

Ellen J. Kullman

              

Simon Patterson

              

Lynn Vojvodich Radakovich

              

 

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Compensation   Committee

Report

                  
                 

 

Set forth below is biographical information, as of May 10, 2023, 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:

 

                                                                       
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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. 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 also 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, and 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 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 merged with 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: 58

 

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 he also serves 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 following its merger with Palo Alto Networks. He is Emeritus Trustee on the Georgia Tech Foundation Board of Trustees and is a member of the Georgia Tech Advisory Board.

 

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: 69

 

Director since: September 2016

 

Board committees:

 

  Nominating and Governance

 

       

 

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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, Qualtrics International Inc., a leader in customer experience management platform software, Unity Software Inc., a company that provides a real-time development platform, Endeavor Group Holdings, Inc., an entertainment, sports and content company, where he is Chairman of the board of directors, and VMware, Inc., a cloud infrastructure and digital workspace technology company that was formerly a public majority-owned subsidiary of Dell Technologies. Previously, Mr. Durban served on the boards of directors of 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 merged with 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: 49

 

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 experience as a director of publicly traded companies.

 

 

Group I Director

 

Age: 60

 

Director since: September 2021

 

       

 

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Compensation   Committee

Report

                  
                 

 

                                                                       
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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 through 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 until 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 merged with 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: 69

 

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 through 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 until 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: 67

 

Director since: September 2016

 

Board committees:

 

  Nominating and Governance (Chair)

 

  Audit

 

       

 

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Compensation   Committee

Report

                  
                 

 

                                                                       
    LOGO         LOGO    

SIMON PATTERSON

 

Experience:

Mr. Patterson has been a member of the Board of Dell Technologies since the closing of Dell Inc.’s going-private transaction in October 2013. Mr. Patterson is a Managing Director of Silver Lake, a global technology investment firm, which he joined in 2005. Mr. Patterson previously worked at Global Freight Exchange Limited, a logistics software company acquired by Descartes Systems Group, the Financial Times and McKinsey & Company, a global management consulting firm. Mr. Patterson serves on the boards of trustees of the Natural History Museum in London and The Royal Foundation of The Prince and Princess of Wales, where he serves as Vice Chairman. Previously, he served on the boards of directors of Tesco plc, a multinational grocery and general merchandise retailer, Intelsat S.A., a provider of integrated satellite solutions, and N Brown Group plc, a digital fashion retailer.

 

Qualifications:

The Board selected Mr. Patterson to serve as a director because of his knowledge of and experience in finance, technology and global operations.

 

 

Group I Director

 

Age: 50

 

Director since: October 2013

 

       

 

                                                                       
    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: 55

 

Director since: April 2019

 

Board committees:

 

  Audit

 

       

 

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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 entered into in connection with the Class V transaction referred to above.

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, 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 Mr. Patterson 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, 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 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.

 

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Compensation   Committee

Report

                  
                 

 

Corporate Governance

Stockholder Engagement – Dell Technologies is committed to maintaining robust and regular dialogue with our stockholders, a core tenant 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 across 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 CEO, participates in meetings with our stockholders throughout the year, while our independent directors meet with stockholders to discuss Board and other corporate governance matters.

 

More information can be found on our Investor Relations website.

In Fiscal 2023, as part of our ESG and Stewardship engagement program, our engagement team contacted holders representing more than 43% of our Class C common stock. We engaged with several of our top holders, while many other stockholders acknowledged that our enhanced ESG and proxy disclosures and prior communications had provided them with sufficient information to understand our approach on key issues.

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, provided for the Group IV director’s annual election solely by the holders of the Class C common stock and, early in Fiscal 2024, elected a Lead Independent Director through its independent directors and approved the reconstitution of the membership of the Nominating and Governance Committee to consist solely of independent directors.

Dell Technologies also maintains and enforces 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.

Controlled Company Status – Dell Technologies’ Class C common stock is listed on the New York Stock Exchange, or NYSE, under the ticker 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.

 

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

Compensation   Committee

Report

                  
                 

 

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. 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 the Nominating and Governance Committee is now composed solely of independent directors. The Nominating and Governance Committee fulfills various of the responsibilities of a nominating/corporate governance committee and a compensation committee operated in accordance with NYSE rules. We may choose to change the composition of the Board or the Nominating and Governance Committee in the future to manage these aspects of our corporate governance fully in accordance with the controlled company exemption.

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. Effective on April 24, 2023, the Board’s independent directors 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 and Green, Mrs. Kullman and Ms. Vojvodich Radakovich, constituting five of our eight directors, are independent under NYSE rules and the standards for independent directors 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.

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:

 

   

Executive sessions of the independent directors are held at least twice during each fiscal year in connection with regularly scheduled Board meetings, 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 Nominating and Governance Committee are independent directors.

 

   

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

 

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

Compensation   Committee

Report

                  
                 

 

Lead Independent Director The Lead Independent Director is elected 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 appointment as Lead Independent Director, the independent directors considered her strong leadership as a member of the Board since September 2016, as chair of the Audit Committee from September 2016 to December 2019, and as a member of the Audit Committee after she ceased to act as the committee’s chair.

Board Committees – The Board maintains two standing committees which assist the Board in discharging its oversight responsibilities: the Audit 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. 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 Nominating and Governance Committee.

The following table shows, as of May 10, 2023, 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    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   

Simon Patterson

        

Lynn Vojvodich Radakovich

        

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

 

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

Compensation   Committee

Report

                  
                 

 

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 solely 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 two members are an “audit committee financial expert” within the meaning of SEC rules. Mr. Green (Chair), Mrs. Kullman and Ms. Radakovich served as members of the Audit Committee during Fiscal 2023.

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.

Nominating and Governance Committee

During Fiscal 2023, Mr. Dell (Chair), Mr. Dorman and Mr. Durban served on the Nominating and Governance Committee. Effective on May 8, 2023, the Board approved the reconstitution of the membership of the Nominating and Governance Committee so that the committee thereafter will be composed entirely of members of the Board who satisfy the standards of independence established for independent directors under NYSE rules and any additional independence standards established pursuant to SEC rules. 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;

 

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

Compensation   Committee

Report

                  
                 

 

   

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.

In addition, the Nominating and Governance Committee acts as the compensation committee of the Board, in which capacity it has the following responsibilities, among others:

 

   

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 Nominating and Governance 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 Nominating and Governance 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 Nominating and Governance Committee may revoke any delegation of authority at any time. Any executive officer to whom the Nominating and Governance 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 Nominating and Governance 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 evaluated and determined executive officer compensation for Fiscal 2023, 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 2023, 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 $0.04 million.

During Fiscal 2023, 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 2023 (excluding services provided as compensation consultant as discussed above) were $19.1 million.

 

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

Compensation   Committee

Report

                  
                 

 

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.

Compensation Committee Interlocks and Insider Participation – The Nominating and Governance Committee functions as the compensation committee. During Fiscal 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. During Fiscal 2023, 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 or the Nominating and Governance Committee. For information concerning transactions among each of Messrs. Dell and Durban and their associated 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 Officers 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.

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

 

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

Compensation   Committee

Report

                  
                 

 

  ¡   

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 Nominating and Governance Committee monitors the risks associated with succession planning and development, composition of the Board, and compensation programs, policies, and practices, and evaluates the effect that such compensation arrangements may have on risk decisions.

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 2023, the full Board met four times, the Audit Committee met eight times and the Nominating and Governance Committee met four times.

In Fiscal 2023, 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. Six of the eight directors then serving on the Board attended last year’s annual meeting held on June 27, 2022.

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.

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 attract and retain qualified directors, provide them with compensation at a level that is consistent with our compensation objectives and encourage their ownership of our common stock to further the alignment of their interests with the interests of our stockholders. For Fiscal 2023 our compensation program for independent directors included the following elements:

 

   

an annual cash retainer with a value 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; and

 

   

an additional annual cash retainer with a value of $25,000 for service as chair of the Audit Committee.

Directors may elect to receive all or a portion of each of the annual cash retainer and the cash retainer for service as Audit Committee chair, as applicable, in the form of cash, deferred stock units that settle in shares of Class C common stock or vested shares of Class C common stock, or a combination of the foregoing. 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.

 

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

Compensation   Committee

Report

                  
                 

 

An independent director elected to the Board, other than through election at an annual meeting of stockholders, will be awarded a prorated portion of each applicable annual retainer for the director’s initial year of service on the Board.

All of the equity-based awards were granted under the Dell Technologies Inc. 2013 Stock Incentive Plan (as amended and restated as of July 9, 2019), which we refer to as the 2013 Stock Incentive Plan. Each equity-based award vests in full on the first anniversary of the last annual meeting of stockholders, except that (1) the initial equity retainer awards formerly granted to directors on their initial election or appointment vest 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 also 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.

The following table sets forth the compensation granted or paid to our independent directors for Fiscal 2023.

Fiscal 2023 Director Compensation

 

Name

  

Fees earned
and paid
in cash

($)

    

Cash fees
elected to be
paid in stock(1)

($)

    

Stock
awards(2)

($)

    

Option
awards(3)

($)

    

Total

($)

 

David W. Dorman

            99,987        224,989               324,976  

David Grain

            99,987        224,989               324,976  

William D. Green

            124,965        224,989               349,954  

Ellen J. Kullman

            99,987        224,989               324,976  

Lynn Vojvodich Radakovich

     100,000               224,989               324,989  

 

(1)

Directors were entitled to receive up to 100% of the annual cash retainer and, if applicable, cash committee chair 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 each case determined by dividing the applicable portion of the aggregate retainer amount by the closing price of the Class C common stock as reported on the NYSE on September 20, 2022. Deferred stock units will vest on June 27, 2023. For service in Fiscal 2023, (a) Mr. Green received 3,382 vested shares of Class C common stock, (b) Mr. Dorman received 2,706 vested shares of Class C common stock, (c) Mr. Grain received 2,706 deferred stock units and (d) Mrs. Kullman received 677 vested shares of Class C common stock and 2,029 deferred stock units.

 

(2)

Stock awards were made in the form of restricted stock units that settle in shares of Class C common stock, subject to each director’s right to elect to receive a specified portion in deferred stock units that settle in shares of Class C common stock. Restricted stock units and deferred stock units will vest on June 27, 2023. For service in Fiscal 2023, (a) each of Messrs. Dorman and Green and Ms. Vojvodich Radakovich received 6,089 restricted stock units, (b) Mrs. Kullman received 1,523 restricted stock units and 4,566 deferred stock units and (c) Mr. Grain received 6,089 deferred stock units. The aggregate grant date fair value, computed in accordance with U.S. generally accepted accounting principles, of the (i) restricted stock units awarded to each of Messrs. Dorman and Green and Ms. Vojvodich Radakovich was $224,989 and Mrs. Kullman was $56,275 and (ii) deferred stock units awarded to each of Mr. Grain and Mrs. Kullman was $224,989 and $168,714, respectively, in each case determined by dividing the aggregate retainer amount, or applicable portion of the aggregate retainer amount, by the closing price of the Class C common stock as reported on the NYSE on September 20, 2022. As of February 3, 2023, (A) each of Messrs. Dorman and Green and Ms. Vojvodich Radakovich had an aggregate of 6,089 outstanding restricted stock units and Mrs. Kullman had an aggregate of 1,523 outstanding restricted stock units and (B) Mr. Dorman had an aggregate of 16,252 outstanding deferred stock units, Mr. Grain had an aggregate of 14,942 outstanding deferred stock units and Mrs. Kullman had an aggregate of 49,802 outstanding deferred stock units.

 

(3)

As of February 3, 2023, each of Mr. Green and Mrs. Kullman held an aggregate of 272,736 outstanding options and Ms. Vojvodich Radakovich held an aggregate of 84,198 outstanding options.

 

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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 2024.

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 2024.

 

        

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 2023 and Fiscal 2022.

Independent Registered Public Accounting Firm Fees (in millions)

 

Fee Type

   Fiscal 2023      Fiscal 2022  

Audit Fees(a)

   $ 26.1      $ 27.1  

Audit-Related Fees(b)

     4.2        7.2  

Tax Fees(c)

     0.4        0.5  

All Other Fees(d)

     0.3        1.1  

Total

   $ 31.0      $ 35.9  

 

(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, spin-off related audit work and procedures, ESG assurance, system implementation-related audit work and carve-out 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 corporate-wide tax planning services.

 

(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, assessments relating to service organization controls, 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.

 

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                   Summary Information     Environmental,   Social and Governance (ESG)   Proposal 1     Proposal 2     Proposal 3     Proposal 4     Proposal 5    

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 2024, 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.

 

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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 39, 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,” the Nominating and Governance Committee, which acted as the Board’s compensation committee for purposes of executive compensation determinations for Fiscal 2023, has structured Dell Technologies’ executive compensation program 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 2023 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 Nominating and Governance 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 Nominating and Governance Committee or the Board. Although the vote is advisory in nature and non-binding, the Nominating and Governance 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.

 

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Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation

 

 

In this Proposal 4, the Board is asking stockholders to vote, on a non-binding, advisory basis, on whether future advisory votes on named executive officer compensation should occur every 1 year, every 2 years or every 3 years. In Proposal 3, the Board is asking stockholders to vote, on a non-binding, advisory basis, to approve the compensation of Dell Technologies’ named executive officers as disclosed in this proxy statement. Dell Technologies is required under Section 14A of the Exchange Act and the SEC’s rules thereunder to hold this advisory Say-on-Pay vote at least once every 3 years and to hold an advisory vote regarding the frequency with which Say-on-Pay votes will be included in the Company’s annual proxy statement at least once every six years (sometimes referred to as “Say-on-Pay Frequency”).

 

        
LOGO     

The Board of Directors unanimously recommends that stockholders vote “FOR” “Every 1 year” as the frequency with which Dell Technologies should hold a stockholder advisory vote to approve the compensation of its named executive officers as disclosed in the Company’s annual proxy statement.

 

        

After careful consideration, the Board has determined to recommend that future advisory votes on named executive officer compensation occur every 1 year (annually), consistent with the current Say-on-Pay Frequency. Although Dell Technologies’ executive compensation program is designed to promote a long-term connection between pay and performance, the Company’s public disclosures on executive compensation are made annually. The Board has considered that an advisory vote on named executive officer compensation annually will allow stockholders to provide more immediate feedback on Dell Technologies’ compensation philosophy, objectives and practices as disclosed in the Company’s annual proxy statement.

Stockholders are not voting in this proposal to approve or disapprove the Board’s recommendation. Stockholders will be able to specify one of the following four choices for this proposal on the proxy card or voting instruction form:

 

   

a Say-on-Pay advisory vote every 1 year;

 

   

a Say-on-Pay advisory vote every 2 years;

 

   

a Say-on-Pay advisory vote every 3 years; or

 

   

abstention from voting.

Generally, a proposal presented to stockholders, such as Proposal 4, will be approved by the affirmative vote of holders of a majority of the voting power of the shares of common stock present or represented by proxy at the annual meeting and entitled to vote on the proposal. However, because the vote on this proposal is not binding on the Board or Dell Technologies, if none of the specified frequency options – every 1 year, every 2 years or every 3 years – receives the affirmative vote of holders of a majority of the voting power of the shares present or represented by proxy, the option receiving the greatest number of votes will be deemed to constitute the frequency preferred by the stockholders.

Although this vote is not binding on the Board, the Board will consider the outcome of this vote in making a determination on the frequency with which advisory votes on named executive officer compensation will be included in the Company’s annual proxy statement. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board in the future may decide to conduct advisory votes on a more or less frequent basis.

Following the annual meeting, the Board will make its frequency determination and disclose that determination to stockholders in a current report on Form 8-K.

 

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Proposal 5 – Approval of the Dell Technologies Inc. 2023 Stock Incentive Plan

 

 

In this Proposal 5, the Board is asking stockholders to approve the Dell Technologies Inc. 2023 Stock Incentive Plan, which we refer to as the 2023 plan or the plan. If approved by stockholders, the 2023 plan will replace the Dell Technologies Inc. 2013 Stock Incentive Plan, which we refer to as the prior plan, under which no awards may be made after October 29, 2023.

We are seeking approval of the 2023 plan to comply with NYSE stockholder approval requirements applicable to equity plans.

Upon the recommendation of the Nominating and Governance Committee, the Board on April 18, 2023 unanimously approved the 2023 plan, subject to stockholder approval at the annual meeting. If this proposal is approved at the annual meeting, the 2023 plan will become effective at the time of stockholder approval. Upon the effectiveness of the 2023 plan, the Company will cease making awards under the prior plan.

Under the 2023 plan, we will be authorized to make a variety of stock-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units and dividend equivalent rights. There will be available for issuance under the 2023 plan, subject to adjustment under the plan provisions described below, 50,000,000 shares of Class C common stock, plus (i) the number of shares of Class C common stock that remain available for future grants under the prior plan as of the effective date of the 2023 plan and (ii) the number of shares subject to stock awards outstanding under the prior plan as of the effective date that subsequently expire or terminate prior to exercise or settlement.

The Board believes that approval of the 2023 plan is in the best interests of Dell Technologies and its stockholders. Approval of this proposal will enable us to continue to make stock-based awards necessary to recruit, retain and motivate employees critical to our success and to reinforce the alignment of our compensation programs with the interests of our stockholders.

Our executive officers and directors have an interest in this proposal as they would be eligible to receive awards under the 2023 plan representing a right to acquire shares of Class C common stock authorized under the plan. See “Plan Benefits” below for additional information.

Stockholders are encouraged to read this entire proposal and the complete 2023 plan document, which is attached as Appendix B to this proxy statement in the form in which it would be effective upon approval of the plan by stockholders.

 

        
LOGO     

The Board of Directors unanimously recommends a vote “FOR” approval of the Dell Technologies Inc. 2023 Stock Incentive Plan.

 

        

How the 2023 Plan is Designed to Protect Stockholder Interests

The Board has designed the 2023 plan to include provisions that it believes will reinforce the alignment between equity-based compensation arrangements and the interests of the Company’s stockholders. Those provisions include the following:

 

   

No “evergreen” provisions: The 2023 plan does not have “evergreen” share replenishment features.

 

   

No “reload” stock options: The 2023 plan does not contain any provision providing that the exercise of a stock option can automatically trigger the grant of a new stock option with respect to the number of shares used to pay for the exercise of the initial stock option.

 

   

No repricing of stock options or stock appreciation rights: Without stockholder approval, the 2023 plan’s administrator may not “reprice” any stock option or stock appreciation right by reducing the exercise price of the option or stock appreciation right or by exchanging the option or stock appreciation right for cash or a new award with a lower (or no) exercise price.

 

   

No discounting: Stock options and stock appreciation rights granted under the 2023 plan must have an exercise price not lower than the fair market value of the underlying shares of Class C common stock on the grant date (with an exception for substituted awards).

 

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                   Summary Information     Environmental,   Social and Governance (ESG)   Proposal 1     Proposal 2     Proposal 3     Proposal 4     Proposal 5    

Compensation   Committee

Report

                  
                 

 

   

Minimum vesting: Awards under the 2023 plan generally will be subject to a one-year vesting requirement, except with respect to awards representing in the aggregate a maximum of 5% of shares issuable as new awards under the plan.

 

   

Maximum term for stock options and stock appreciation rights: The maximum term of stock options and stock appreciation rights under the 2023 plan will be ten years.

 

   

Vesting in dividends and dividend equivalent rights: Dividends and dividend equivalent rights credited with respect to awards under the 2023 plan will be subject to the same vesting conditions as those awards.

 

   

Cancellation of awards: The administrator of the 2023 plan will have authority to cancel outstanding awards if the participant is terminated for “Cause” as defined in the applicable award agreement or, in the absence of such a provision in the award agreement, for “Cause” as defined in the 2023 plan.

 

   

Recoupment: Stock awards under the 2023 plan will be subject to mandatory clawback, recoupment or forfeiture to the extent necessary to comply with any policy adopted by the Board or the plan’s administrator or with applicable law.

Share Authorization and Dilution

The following table provides information, as of April 26, 2023, about awards outstanding under all of our equity compensation plans:

 

Number of Stock Options Outstanding

     1,916,868  

Weighted Average Exercise Price

   $ 10.71  

Weighted Average Remaining Term (in years)

     2.4  

Number of Full-Value Awards Outstanding (restricted stock units and performance shares)

     45,216,742  

Number of Shares Remaining Available for Future Grant

     7,108,433  

Class C Common Stock Outstanding (as of April 26, 2023)

     256,038,351  

For additional information about awards under the prior plan, see “Equity Compensation Plan Information” below.

As of April 26, 2023, Dell Technologies had outstanding a total of 729,869,101 shares of all outstanding series of common stock, including the 256,038,351 outstanding shares of Class C common stock shown in the table above.

Summary of Material Plan Provisions

The following summary of the material provisions of the 2023 plan is qualified in its entirety by reference to the complete text of the plan in the form in which it would be effective upon the approval of this proposal. The text of the 2023 plan is attached as Appendix B to this proxy statement and incorporated by reference into this proposal. The following summary is qualified in all respects by reference to the text of the 2023 plan, which stockholders are encouraged to read in its entirety.

Effective Date and Term. The plan will become effective on the date it is approved by stockholders. No awards may be made under the 2023 plan after the tenth anniversary of the effective date unless the plan is terminated earlier by the Board or in connection with a change in control of Dell Technologies. No stock awards may be granted under the plan after such tenth anniversary or earlier termination date, but previously granted stock awards may remain outstanding after that date.

Amendment, Alteration or Termination. The Board may amend, alter or discontinue the plan. The Board generally may not take such an action without the approval of the stockholders of Dell Technologies if such an action (except in certain circumstances specified in the plan) would increase the total number of shares reserved for the purposes of the plan, materially modify the requirements for participation in the plan, rescind the repricing limitation on awards of options and stock appreciation rights, or otherwise require stockholder approval under applicable law (including NYSE rules). Further, the Board may not amend, alter or discontinue the plan without the consent of a participant if such an action would diminish the rights of the participant under any outstanding stock award.

Purpose and Types of Awards. The purpose of the plan is to aid Dell Technologies and its affiliates in recruiting and retaining employees, directors and other service providers of outstanding ability and to motivate these persons to exert their best efforts on

 

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                   Summary Information     Environmental,   Social and Governance (ESG)   Proposal 1     Proposal 2     Proposal 3     Proposal 4     Proposal 5    

Compensation   Committee

Report

                  
                 

 

behalf of Dell Technologies and its affiliates by providing incentives through granting stock-based awards, which we refer to as stock awards, with respect to shares of our Class C common stock, which we refer to as shares, and cash-denominated awards. We refer to stock-based awards and cash-denominated awards collectively as awards.

The plan provides for the grant of any of the following types of stock awards (or any combination of such stock awards):

 

   

options to purchase shares, which may be incentive or nonqualified options;

 

   

stock appreciation rights; and

 

   

other stock-based awards, which are awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, shares of Class C common stock.

Other stock-based awards Dell Technologies may grant include restricted stock (which we refer to as restricted shares), restricted stock units, deferred stock units and dividend equivalent rights. Awards of options, restricted shares or restricted stock units may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals.

Awards will be evidenced by award agreements adopted under the plan.

Administration. The plan will be administered by the Nominating and Governance Committee or any other Board committee appointed by the Board as administrator, which we refer to as the Committee.

The Committee will have authority to delegate its powers and duties under the plan in whole or in part to any subcommittee and the authority to grant awards under the plan to any employee or group of employees of Dell Technologies or an affiliate, so long as the delegation to such employee or group of employees and the grant of awards under the delegation are consistent with applicable law and guidelines established by the Board from time to time. The Committee may not delegate to any employee or group of employees its authority under the plan to:

 

   

make awards to directors of Dell Technologies;

 

   

make awards to employees who are officers of Dell Technologies or who are delegated authority to make awards under the plan; or

 

   

interpret the plan, any award or any award agreement.

Subject to the terms of the plan and each award agreement, the Committee will be authorized to interpret the plan, to establish, amend and rescind any rules and regulations relating to the plan, and to make any other determinations that it deems necessary or desirable for the administration of the plan.

Any decision of the Committee in the interpretation and administration of the plan generally will lie within its sole and absolute discretion and will be final, conclusive and binding on all parties concerned (including persons who receive or otherwise hold awards, referred to as participants, and their beneficiaries or successors). The Committee will have the full power and authority to establish the terms and conditions of any award consistent with the provisions of the plan and to waive any such terms and conditions at any time (including by accelerating or waiving any vesting conditions, such as any minimum vesting condition imposed by the plan).

The Board will be authorized at all times to act as the Committee.

Eligibility. Awards may be granted under the 2023 plan to individuals who are employees, consultants, non-employee directors or other service providers of Dell Technologies or any of its affiliates. As of April 26, 2023, approximately 127,000 individuals were eligible to participate in the plan, consisting of the following: nine executive officers (including our employee director); seven non-employee directors; and the balance, approximately 126,984 employees of Dell Technologies and its subsidiaries.

Share Authorization and Usage. Subject to adjustments for changes in our capitalization as described below, the aggregate number of shares of Class C common stock that will be issuable pursuant to all stock awards granted on or after the effective date of the 2023 plan may not exceed the sum of:

 

   

50,000,000 shares of Class C common stock, plus

 

   

the number of shares of Class C common stock that remain available for future grants under the prior plan as of the effective date of the 2023 plan, plus

 

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                   Summary Information     Environmental,   Social and Governance (ESG)   Proposal 1     Proposal 2     Proposal 3     Proposal 4     Proposal 5    

Compensation   Committee

Report

                  
                 

 

   

the number of shares of Class C common stock subject to awards outstanding under the prior plan as of the effective date of the 2023 plan that subsequently expire or terminate prior to exercise or settlement.

As of April 26, 2023, 7,108,433 shares of Class C common stock were available for future grants under the prior plan and 47,020,040 shares of Class C common stock were subject to outstanding awards under the prior plan.

The issuance of shares or the payment of cash upon the exercise of a stock award or in consideration of the cancellation or termination of a stock award will reduce the total number of shares available under the plan. Shares that are subject to stock awards which terminate or lapse without the payment of consideration may be granted again under the plan, unless prohibited by applicable law.

In the Committee’s discretion, stock awards may be made under the plan in assumption of, or in substitution for, outstanding awards previously granted by any entity acquired by Dell Technologies or with which Dell Technologies combines. The number of shares available under the plan will be increased by the corresponding number of outstanding awards assumed and, in the case of a substitution, by the net increase in the number of shares of Class C common stock underlying such substituted awards before and after the substitution.

The shares to be issued under the plan may be authorized and unissued shares of Class C common stock, treasury shares, shares purchased on the open market or by private purchase, or a combination of the foregoing.

Fair Market Value Determination. The fair market value of a share of Class C common stock, as of any date of determination, will be determined as follows:

 

   

if there is a public market for the Class C common stock on that date, the closing price of such share as reported on that date on the composite tape of the NYSE (or any other principal national securities exchange on which the Class C common stock is listed or admitted to trading);

 

   

if such share is not listed or admitted on any national securities exchange, the arithmetic mean of the per share closing bid price and per share closing asked price on such date as quoted on any established U.S. interdealer quotation system on which such prices are regularly quoted, referred to as a quotation system; or

 

   

if no sale of such share shall have been reported on the composite tape of the NYSE or other principal national securities exchange or quoted on a quotation system on such date, the closing price of such share or the arithmetic mean of the per share closing bid price and per share closing asked price, as applicable, on the immediately preceding date on which sales of such share have been so reported or quoted.

If there is no public market for a share of Class C common stock on such date, fair market value will be the price determined in good faith by the Board or a Board committee.

Minimum Vesting. Any stock award granted under the 2023 plan generally may vest no earlier than the first anniversary of the grant date of the stock award. This limitation will not apply to awards made in assumption of, or in substitution for, outstanding awards granted by any entity acquired by Dell Technologies or with which Dell Technologies combines, to shares delivered in lieu of fully vested cash obligations, or to dividend equivalent rights. In addition, the Committee may grant without restriction under this limitation awards for up to a maximum of 5% of the shares authorized for awards under the plan. This limitation will not restrict the Committee’s discretion to provide for accelerated exercisability or vesting of any stock award as authorized in the plan.

Options. The 2023 plan permits the grant of incentive stock options under Section 422 of the Code, or ISOs, and options that do not qualify as incentive stock options, which we refer to as nonqualified stock options. The maximum number of shares for which ISOs may be granted under the plan is 50,000,000 shares. ISOs may be granted only to our employees and employees of certain of our corporate subsidiaries. In addition, no ISO may be granted to any participant who at the time of such grant owns more than 10% of the total combined voting power of all classes of stock of Dell Technologies or of any subsidiary, unless the exercise price for such ISO is at least 110% of the fair market value of a share on the date the ISO is granted and the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted (other than in the case of options granted in substitution of previously granted awards, as permitted under the plan).

The exercise price of each option will be determined by the Committee, except that the exercise price may not be less than 100% (or, for incentive stock options granted to any person who owns more than 10% of the total combined voting power of all classes of Dell Technologies voting stock, 110%) of the fair market value of a share of Class C common stock on the date on which the option is granted (other than in the case of options granted in substitution of previously granted awards, as permitted under the plan).

 

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                   Summary Information     Environmental,   Social and Governance (ESG)   Proposal 1     Proposal 2     Proposal 3     Proposal 4     Proposal 5    

Compensation   Committee

Report

                  
                 

 

Although the period during which an option may be exercised may vary from award to award, the longest period of time for which an option will remain exercisable is ten years after the date on which it is granted. The Committee determines the time or times at which each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options may be made exercisable in installments (referred to as vesting), and the exercisability of options may be accelerated by the Committee.

In its discretion, the Committee may elect at any time to pay cash or part cash and part shares in lieu of issuing only shares in respect of the exercise of an option. If a cash payment is made in lieu of issuing any shares in respect of the option exercise, the amount of such payment will be equal to the product of (i) the number of shares for which a cash payment is being made multiplied by (ii) the excess of (a) the fair market value per share of Class C common stock as of the date of exercise over (b) the exercise price.

The exercise price for any option generally is payable as follows:

 

   

in cash or cash equivalents; or

 

   

if the applicable award agreement so provides:

 

  ¡   

in shares having a fair market value equal to the aggregate exercise price for the shares being purchased, so long as the participant has held such shares for no less than six months (or other period of time established by the Committee);

 

  ¡   

partly in cash and partly in shares;

 

  ¡   

if the shares for which the option is exercised are registered under the Exchange Act and traded on a national securities exchange, through the delivery of irrevocable instructions to a broker to sell shares obtained by the exercise and to deliver promptly to Dell Technologies an amount of the proceeds of such sale equal to the aggregate exercise price;

 

  ¡   

by delivering a full-recourse promissory note; or

 

  ¡   

through net settlement in shares, subject to applicable limitations set forth in the award agreement.

A participant who receives options will have no rights of a stockholder as to the shares of Class C common stock on which the option is based until the Company has issued the shares pursuant to the exercise of such option.

Awards of options will be nontransferable, except for transfers by will or the laws of descent and distribution, or, if permitted by the plan’s administrator, in the case of a participant’s death, by the beneficiary designee, unless expressly permitted by the Committee in an award agreement or otherwise in writing.

Stock Appreciation Rights. The 2023 plan permits the grant of stock appreciation rights. A stock appreciation right represents the participant’s right to receive a compensation amount, based on the value of the appreciation in the Class C common stock from the date of grant to the date of exercise, if vesting criteria or other terms and conditions established by the Committee are met. The Committee may grant a stock appreciation right independent of an option or a stock appreciation right in connection with an option, or a portion thereof. A stock appreciation right granted in connection with an option may be granted at the time the related option is granted or at any time before the exercise or cancellation of the related option, will cover the same number of shares covered by such option (or such lesser number of shares as the Committee may determine), and generally will be subject to the same terms and conditions as such option.

The exercise price of each stock appreciation right is determined by the Committee, except that the exercise price may not be less than 100% of the fair market value of a share of Class C common stock on the date on which the stock appreciation right is granted (other than in the case of stock appreciation rights granted in substitution of previously granted awards, as permitted under the plan), except that, in the case of a stock appreciation right granted in connection with an option, or a portion thereof, the exercise price may not be less than the exercise price of the related option. Each stock appreciation right granted independent of an option will entitle a participant upon exercise to an amount equal to (i) the excess of (a) the fair market value on the exercise date of one share over (b) the exercise price per share, multiplied by (ii) the number of shares covered by the stock appreciation right. Each stock appreciation right granted in connection with an option, or a portion thereof, will entitle a participant to surrender to Dell Technologies the unexercised option, or any portion thereof, and to receive in exchange therefor an amount equal to (i) the excess of (a) the fair market value on the exercise date of one share over (b) the option exercise price, multiplied by (ii) the number of shares covered by the option, or portion thereof, which is surrendered.

The term of a stock appreciation right may not exceed ten years after the date of grant. If the vesting criteria or other terms and conditions are met, Dell Technologies will settle stock appreciation rights in shares of Class C common stock or in cash, or partly in shares and partly in cash, with any such shares valued at fair market value.

 

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                   Summary Information     Environmental,   Social and Governance (ESG)   Proposal 1     Proposal 2     Proposal 3     Proposal 4     Proposal 5    

Compensation   Committee

Report

                  
                 

 

A participant who receives stock appreciation rights will have no rights of a stockholder as to the shares of Class C common stock on which the stock appreciation right is based until the Company has issued the shares pursuant to the exercise of such stock appreciation right.

Awards of stock appreciation rights will be nontransferable, except for transfers by will or the laws of descent and distribution, or, if permitted by the plan’s administrator, in the case of a participant’s death, by the beneficiary designee, unless expressly permitted by the Committee in an award agreement or otherwise in writing.

Restricted Shares. The 2023 plan permits the grant (or sale at the purchase price determined by the Committee) of restricted share awards. A restricted share award is an award of shares of Class C common stock that may be subject to restrictions on transferability and other restrictions as the Committee determines in its sole discretion on the date of grant. The restrictions, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments, or otherwise, as the Committee may determine, subject to the one-year minimum vesting provision under the plan. Unless otherwise provided in an award agreement, a participant who receives restricted shares will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends or distributions on the shares of Class C common stock, except that the plan requires any dividends to be withheld and accumulated contingent on vesting of the underlying shares. During the period, if any, in which restricted shares are nontransferable or forfeitable, a participant will be prohibited from selling, transferring, assigning, pledging or otherwise encumbering or disposing of such restricted shares.

Restricted Stock Units and Deferred Stock Units. The 2023 plan permits the grant of restricted stock units and deferred stock units. Restricted stock units represent the participant’s right to receive a compensation amount, based on the value of the shares of Class C common stock, if vesting criteria, including, without limitation, the one-year minimum vesting provision under the plan, and other terms and conditions established by the Committee, are met. Dell Technologies will settle restricted stock units in cash, shares of Class C common stock or a combination of the two. Deferred stock units are restricted stock units that provide for the settlement and delivery of cash, shares of Class C common stock, or a combination of the two after the date of vesting, consistent with the terms of Section 409A of the Internal Revenue Code, referred to as the Code.

A participant who receives restricted stock units or deferred stock units will have no rights of a stockholder as to the shares of Class C common stock on which the restricted stock unit or deferred stock unit is based, although the Committee may provide that a recipient of such a stock award will be entitled to receive dividend equivalent rights paid on an equivalent number of shares of Class C common stock. The plan provides that any such dividend equivalent rights will be deemed withheld and accumulated contingent on vesting of the underlying award. During the period, if any, in which restricted stock units or deferred stock units are nontransferable or forfeitable, a participant will be prohibited from selling, transferring, assigning, pledging or otherwise encumbering or disposing of such stock awards.

Unrestricted Stock and Other Equity-Based Awards. The 2023 plan permits the grant (or, for unrestricted stock, sale at the purchase price determined by the Committee) of unrestricted stock and other types of Class C common stock-based awards. An unrestricted stock award is an award of shares of Class C common stock free of any restrictions. The Committee may grant in the aggregate a number of shares of unrestricted stock (or similar awards) representing a maximum of 5% of shares issuable as new awards under the plan. Other equity-based awards are payable in cash, shares of Class C common stock or other equity, or a combination thereof, and may be restricted or unrestricted, as determined by the Committee. The terms and conditions that apply to other equity-based awards will be determined by the Committee, consistent with the terms of the plan.

Dividend Equivalent Rights. The 2023 plan permits the grant of dividend equivalent rights in connection with the grant of any equity-based award, other than options and stock appreciation rights. Dividend equivalent rights are rights to receive (or to receive credits for the future payment of) cash, shares of Class C common stock, other awards or other property equal in value to dividend payments or distributions paid or made with respect to a specified number of shares of Class C common stock. The plan provides that any dividend equivalent rights granted as part of an underlying award will be deemed withheld and accumulated contingent on vesting of the underlying award.

Performance Compensation Awards. The 2023 plan permits the Committee to grant stock awards and cash bonus awards that are designed to be performance compensation awards. Under performance compensation awards, the Committee sets performance goals which, depending on the extent to which they are met, will determine the number of shares of Class C common stock or the amount of a cash bonus earned by a participant. In granting performance compensation awards, the Committee will have the discretion to select the length and number of performance periods, subject to the one-year minimum vesting provision under the plan applicable to other stock-based awards, the type of performance compensation award, the performance criteria and performance formula used for the performance goals and the level or levels required to achieve the performance goals.

 

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

Compensation   Committee

Report

                  
                 

 

Performance Criteria. The plan permits the Committee to establish performance goals from performance criteria, determined either on a GAAP or a non-GAAP basis, that may include, but are not limited to, the following performance criteria:

 

   

net earnings, net income (before or after taxes) or consolidated net income;

 

   

basic or diluted earnings per share (before or after taxes);

 

   

net revenue or net revenue growth;

 

   

gross revenue or gross revenue growth, gross profit or gross profit growth;

 

   

net operating profit (before or after taxes);

 

   

return measures (including, without limitation, return on investment, assets, capital, employed capital, invested capital, equity or sales);

 

   

cash flow measures (including, without limitation, operating cash flow, free cash flow or cash flow return on capital), which may but are not required to be measured on a per share basis;

 

   

actual or adjusted earnings before or after interest, taxes, depreciation and/or amortization (including EBIT and EBITDA);

 

   

gross or net operating margins;

 

   

productivity ratios;

 

   

share price (including, without limitation, growth measures and total stockholder return);

 

   

expense targets or cost reduction goals, general and administrative expense savings;

 

   

operating efficiency;

 

   

objective measures of customer/client satisfaction;

 

   

working capital targets;

 

   

measures of economic value added or other “value creation” metrics;

 

   

enterprise value;

 

   

sales;

 

   

stockholder return;

 

   

customer/client retention;

 

   

competitive market metrics;

 

   

employee retention;

 

   

objective measures of personal targets, goals or completion of projects (including, without limitation, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets);

 

   

comparisons of continuing operations to other operations;

 

   

market share;

 

   

cost of capital, debt leverage year-end cash position or book value;

 

   

strategic objectives; or

 

   

any combination of the foregoing.

Any one or more of the performance criteria may be stated as a percentage of another performance criterion, or used on an absolute or relative basis to measure the performance of one or more of Dell Technologies and/or any of its affiliates, or any divisions or operational and/or business units, product lines, brands, business segments or administrative departments of Dell Technologies and/or any of its affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

 

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

Compensation   Committee

Report

                  
                 

 

Modification of Performance Goals. The 2023 plan identifies some conditions that may warrant revision or alteration of performance goals after they are established by the Committee. Such conditions may include the following:

 

   

asset write-downs;

 

   

litigation or claims, judgments or settlements;

 

   

the effect of changes in tax laws, accounting principles or other laws or rules affecting reported results;

 

   

any reorganization or restructuring programs;

 

   

acquisitions or divestitures;

 

   

any other specific, unusual or nonrecurring events or objectively determinable category thereof;

 

   

foreign exchange gains and losses;

 

   

discontinued operations and nonrecurring charges; or

 

   

a change in our fiscal year.

The Committee will have the authority to provide for accelerated vesting of any performance compensation award based on the achievement of performance goals pursuant to the above performance criteria.

Adjustments for Certain Events. The Committee will be authorized to make such substitution or adjustment in the number of shares of Class C common stock reserved and available for issuance under the 2023 plan as it deems equitable to reflect certain changes in the shares of Class C common stock by reason of any stock dividend, stock split, reverse stock split, share combination, extraordinary cash dividend, reorganization, recapitalization, merger, consolidation, stock rights offering, spin-off, combination, transaction or exchange of such shares or other corporate exchange, or other similar transaction. In any such event, to prevent the enlargement or diminution of the benefits or potential benefits intended to be made available under the plan, the Committee will have the authority to make such substitution or adjustment in outstanding stock awards as it deems equitable, including with respect to:

 

   

the number or kind of shares or other securities issued or reserved for issuance pursuant to such stock awards;

 

   

the exercise price of options; and/or

 

   

any other affected term of such stock awards.

Change in Control. In the event of a change in control of Dell Technologies, the Committee may take any of the following actions:

 

   

accelerate, vest or cause the restrictions to lapse with respect to all or any portion of a stock award;

 

   

subject to any limitations or reductions as may be necessary to comply with applicable law, cancel such stock award for fair value (as determined by the Committee in its sole discretion in good faith) which, in the case of options, may, if so determined by the Committee, equal the excess of value, if any, of the consideration to be paid in the change in control transaction to holders of the same number and class of shares subject to such options (or, if no consideration is paid in any such transaction, the fair market value of the shares subject to such options) over the aggregate exercise price of such options (with any option having a per share exercise price equal to, or in excess of, such fair market value subject to cancellation or termination without any payment or consideration therefor);

 

   

subject to any limitations or reductions as may be necessary to comply with applicable law, provide for the issuance of substitute stock awards that will preserve the rights under, and the otherwise applicable terms of, any affected stock awards previously granted as determined by the Committee in its sole discretion in good faith; and/or

 

   

provide that for a period of at least 15 days prior to the change in control, options will be exercisable as to all shares subject thereto (whether or not vested) and that upon the occurrence of the change in control, such options will terminate.

For purposes of the 2023 plan, a change in control of Dell Technologies will mean the occurrence of any one or more 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 in the plan) 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;

 

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

Compensation   Committee

Report

                  
                 

 

   

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 under 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 under 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

 

   

individuals who as of the beginning of any consecutive two-year period constitute the Board, referred to as the Incumbent Board, cease for any reason to constitute at least a majority of such Board; provided, that any individual who subsequently becomes a director of Dell Technologies and whose election, or nomination for election by Dell Technologies’ stockholders, was approved by the vote of at least a majority of the directors then constituting the Incumbent Board will be deemed a member of the Incumbent Board; and provided, further, that any individual who was initially elected as a director of Dell Technologies as a result of an actual or threatened solicitation by a person other than the Board for the purpose of opposing a solicitation by any other person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, will not be deemed a member of the Incumbent Board.

Clawback and Repayment. All awards under the 2023 plan will be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time and (ii) applicable law (including NYSE rules). Further, to the extent that a participant receives any amount in excess of the amount that such participant otherwise should have received under the terms of the award for any reason (including, without limitation, by reason of a financial restatement), the participant will be required to repay any such excess amount to Dell Technologies.

Summary of Material U.S. Federal Income Tax Consequences

The following is a brief summary of material U.S. federal income tax consequences of the 2023 plan under current U.S. federal income tax law. This summary deals with the general tax principles applicable to the plan and is based on laws, regulations, rulings and decisions currently in effect, all of which are subject to change. This summary does not address foreign, state and local tax laws or employment, estate and gift tax considerations because they may vary depending on individual circumstances and from jurisdiction to jurisdiction.

Nonqualified Stock Options. There will be no immediate U.S. federal income tax consequences of receiving an award of nonqualified stock options under the plan. Upon exercise of the option, the difference between the exercise price and the fair market value of the shares subject to the option on the exercise date will constitute ordinary income taxable to the participant. Upon the participant’s disposition of shares acquired upon exercise, any gain realized in excess of the amount reported as ordinary income will be reportable by the participant as a capital gain, and any loss will be reportable as a capital loss. Capital gain or loss will be long-term if the participant held the shares for more than one year. Otherwise, the capital gain or loss will be short-term.

Incentive Stock Options. There will be no immediate U.S. federal income tax consequences of receiving an award of incentive stock options under the plan. In addition, a participant generally will not recognize taxable income upon the exercise of an incentive stock option. However, unless a participant sells the shares acquired upon exercise in the calendar year of exercise, the participant’s alternative minimum taxable income will be increased by the amount by which the aggregate fair market value of the shares underlying the option, which is generally determined as of the exercise date, exceeds the aggregate exercise price. Further, except in the case of the participant’s death or disability, if an option is exercised more than three months after the participant’s termination of employment, the option will cease to be treated as an incentive stock option and will be subject to taxation under the rules applicable to nonqualified stock options.

If a participant sells the shares acquired upon exercise of an incentive stock option at least two years after the date on which the incentive stock option was granted and at least one year after the date on which the incentive stock option was exercised, any excess of the sale price of the option shares over the exercise price will be treated as long-term capital gain taxable to the option holder at the time of the sale. If the disposition occurs before the completion of either of the two-year and one-year periods, the excess of the fair market value of the option shares on the disposition date over the exercise price will be taxable income to the

 

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

Compensation   Committee

Report

                  
                 

 

option holder at the time of the disposition. Of that income, the amount up to the excess of the fair market value of the shares at the time the option was exercised over the exercise price will be ordinary income for income tax purposes, and the balance, if any, will be long-term or short-term capital gain, depending upon whether or not the shares were sold more than one year after the option was exercised. We will not be entitled to a business expense deduction with respect to an incentive stock option unless the participant engages in a disqualifying disposition, at which time we will be entitled to a deduction equal to the amount of the ordinary income taxable to the participant.

Stock Appreciation Rights. There will be no immediate U.S. federal income tax consequences of receiving an award of stock appreciation rights under the plan. Upon exercise of stock appreciation rights, the distribution of shares of Class C common stock or the cash payment in satisfaction of the stock appreciation rights will be taxable as ordinary income when the distribution or payment is actually or constructively received by the participant. The amount taxable as ordinary income is the aggregate fair market value of the shares of Class C common stock determined as of the date they are received or, in the case of a cash award, the amount of the cash payment.

Restricted Shares. Generally, a participant under the plan will not recognize any taxable income for U.S. federal income tax purposes in the year of the restricted share award if the shares of Class C common stock subject to the award are nontransferable and subject to a substantial risk of forfeiture. A participant, however, may elect under Section 83(b) of the Code to recognize ordinary income in the year of the award in an amount equal to the fair market value of the shares on the award date, determined without regard to the restrictions. If a participant does not make a Section 83(b) election, the fair market value of the shares on the date on which the restrictions lapse will be treated as ordinary income to the participant and will be taxable in the year in which the restrictions lapse. Dividends and distributions paid on restricted shares for which a participant has not made a Section 83(b) election are taxed as ordinary income subject to withholding taxes. After the restricted share award vests (or earlier upon a participant’s timely Section 83(b) election), dividends and distributions paid on the restricted shares will no longer be considered ordinary income.

Restricted Stock Units and Deferred Stock Units. There will be no immediate U.S. federal income tax consequences of receiving an award of restricted stock units or deferred stock units under the plan. A distribution of shares of Class C common stock or payment of cash in satisfaction of an award of restricted stock units or deferred stock units will be taxable as ordinary income when the distribution or payment is actually or constructively received by the participant. The amount taxable as ordinary income is the aggregate fair market value of the shares of Class C common stock determined as of the date they are received or, in the case of a cash award, the amount of the cash payment.

Unrestricted Stock. If a participant under the plan receives an award of unrestricted stock, the participant will be required to recognize ordinary income for U.S. federal income tax purposes in an amount equal to the fair market value of the shares on the award date, reduced by the amount, if any, paid for the shares. Upon the participant’s disposition of shares of unrestricted stock, any gain realized in excess of the amount reported as ordinary income will be reportable by the participant as a capital gain, and any loss will be reportable as a capital loss. Capital gain or loss will be long-term if the participant held the shares for more than one year. Otherwise, the capital gain or loss will be short-term.

Dividend Equivalent Rights. There will be no immediate U.S. federal income tax consequences of receiving an award of dividend equivalent rights under the plan. A participant who receives dividend equivalent rights will recognize ordinary income on the date of payment in the amount distributed to the participant pursuant to the award.

Performance Compensation Awards. There will be no immediate U.S. federal income tax consequences of receiving a performance compensation award under the plan. A distribution of shares of Class C common stock or payment of cash in satisfaction of a performance compensation award will be taxable as ordinary income when the distribution or payment is actually or constructively received by the participant. The amount taxable as ordinary income is the aggregate fair market value of the shares of Class C common stock determined as of the date they are received or, in the case of a cash award, the amount of the cash payment.

Business Expense Deductions. If Dell Technologies complies with applicable reporting requirements, it generally will be entitled to a business expense deduction in the same amount and generally at the same time as participants recognize ordinary income arising out of their awards, subject to the limitation on deductibility under Section 162(m) of the Code.

Section 280G of the Code. If payments which are contingent on a change in control of Dell Technologies are determined to exceed certain limitations set forth in Section 280G of the Code, those payments may be subject to a 20% excise tax, and Dell Technologies’ deduction with respect to the associated compensation expense may be disallowed in whole or in part.

 

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

Compensation   Committee

Report

                  
                 

 

Plan Benefits

The number of shares of Class C common stock or other stock awards that will be awarded to 2023 plan participants other than independent directors under the plan in the future is not currently determinable. These awards are within the discretion of the Nominating and Governance Committee, which has not determined future awards or the plan participants who might receive them.

Under our current independent director compensation policy, each of our independent directors will receive annual equity awards with a value of $225,000 under the plan payable in the form of restricted stock units that settle in shares of Class C common stock unless such director makes a timely election to receive all or a portion of the restricted stock units as deferred stock units (subject to certain limitations), in which case the director will receive deferred stock units in lieu of such restricted stock units (in whole or in part). For additional information about the compensation of our independent directors, see “Proposal 1 — Election of Directors – Director Compensation.”

For information about the material terms of options awarded to our executive officers under the prior plan, see “Compensation of Executive Officers — Grants of Plan-Based Awards in Fiscal 2023” and “— Outstanding Equity Awards at End of Fiscal 2023.”

On April 26, 2023, the closing price per share of the Class C common stock as reported on the NYSE was $41.67.

Equity Compensation Plan Information

The following table sets forth certain information about our equity compensation plans as of the end of Fiscal 2023.

 

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

     51,996,669      $ 10.62        28,075,072  

Equity compensation plans not approved by security holders

                    

Total:

     51,996,669      $ 10.62        28,075,072  

 

(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 2023, 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 and time-based and performance-based restricted stock units, or RSUs, granted under the 2013 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 2,046,622 options to purchase Class C common stock, 38,247,362 time-based RSUs that may be settled in Class C common stock, 11,621,689 performance-based RSUs that may be settled in Class C common stock and 80,996 time-based deferred stock units 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 deferred stock units, as RSUs and deferred stock units 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, service-based and performance-based RSUs and deferred stock units, and other types of equity awards authorized under the 2013 Stock Incentive Plan. The maximum number of shares of Class C common stock issuable under the 2013 Stock Incentive Plan (subject to adjustment under the plan) is 165,465,515, which may be issued in the form of any such awards.

 

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Table of Contents

 

Compensation Committee Report

 

 

The Nominating and Governance Committee of the Board of Directors of Dell Technologies Inc., acting as the compensation committee of the Board of Directors for the fiscal year ended February 3, 2023, 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 Nominating and Governance 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 3, 2023.

NOMINATING AND GOVERNANCE COMMITTEE

Michael S. Dell, Chair

David W. Dorman

Egon Durban

 

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Table of Contents

 

Compensation Discussion and Analysis

 

 

CD&A Table of Contents

 

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 2023 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 2023 were:

 

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Michael S. Dell

Chairman and Chief Executive Officer

   

Thomas W. Sweet

Chief Financial Officer

   

Jeffrey W. Clarke

Co-Chief Operating Officer and Vice Chairman

   

Anthony Charles Whitten

Co-Chief
Operating Officer

   

William F. Scannell

President, Global Sales and Customer Operations

Highlights of Fiscal 2023 Performance

During Fiscal 2023, Dell Technologies continued to execute against our strategy despite a challenging environment. We leveraged the depth and breadth of our portfolio, taking prudent measures to navigate the changing macroeconomic and industry conditions while continuing to meet our customers’ demands.

 

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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 2023 included the following highlights:

 

Operating Income

 

$5.8B

 

up 24% over the prior year

     

Non-GAAP Operating Income

 

$8.6B

 

up 11% over the prior year

     

Net Income

from continuing operations

 

$2.4B

 

down 51% from the prior year

           

Non-GAAP Net Income

 

$5.7B

 

up 16% over the prior year

     

Revenue

 

$102.3B

 

up 1% over the prior year

     

Shareholder Return

 

$3.8B

 

through share repurchases and dividends

Non-GAAP operating income and non-GAAP net income are financial measures not calculated in accordance with GAAP. A reconciliation of such non-GAAP financial measures to the most comparable GAAP financial measures is set forth in Annex C to this proxy statement.

Executive Compensation Philosophy and Core Objectives

The Nominating and Governance Committee, referred to as the Committee, acts as the compensation committee of the Board and during Fiscal 2023 was composed of Mr. Dell, as Chair, David Dorman and Egon Durban.

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 or 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 consist of base salary, annual incentive bonuses, equity incentives that are performance-based and time-based, and limited benefits and perquisites. 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 the CEO, in Fiscal 2023. Mr. Dell does not receive equity incentives, as the Board believes his interests are appropriately aligned with stockholders’ interests based on his ownership interest in the Company.

 

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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                    
                     

 

Compensation Consultants – The Committee did not engage any compensation consultant to advise on executive officer compensation matters for Fiscal 2023. The Committee has 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 – Nominating and Governance Committee – Use of 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 based on a number of subjective and objective factors and then makes a determination regarding such officer’s compensation for the current year.

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

After input from management, including the Chief Executive Officer or the Co-Chief Operating Officers, and the human resources department, the Committee determines the individual cash compensation elements and associated amounts for each executive officer other than Mr. Dell. When making individual compensation decisions for an executive officer, the Committee considers 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 social impact goals, such as progress toward cultivating inclusion, advancing sustainability, transforming lives, and upholding ethics and privacy, in furtherance of Dell Technologies’ 2030 ESG goals;

 

   

the executive officer’s historical compensation;

 

   

internal pay equity; and

 

   

retention considerations.

Mr. Dell’s compensation is subject to review and approval by the Board of Directors, rather than the Committee. Equity compensation for each named executive officer is subject to review and approval by the Board of Directors.

Compensation Risk Oversight – The Committee 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; performance trends; recoupment policies; ownership requirements and severance or change in control policies under the executive compensation program; and oversight. Based on its review, the Committee has 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.

Consideration of Annual Say-On-Pay Results – At our annual meeting of stockholders in 2022, the Fiscal 2022 compensation for our named executive officers as disclosed in our proxy statement for that annual meeting received approximately 98% support in our Say-on-Pay advisory vote. With this strong level of support in mind, the Committee continues to discuss our executive compensation program with stockholders and reviews the program for potential areas of enhancement.

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 (other than Mr. Dell) are determined annually by the Committee. The base salaries of our executive officers vary based on each executive officer’s level of responsibility, performance, experience and historical compensation, as well as retention and internal equity considerations.

Mr. Dell’s base salary is established at an annual rate of $950,000 in accordance with his employment agreement. Under his agreement, Mr. Dell’s base salary is subject to annual review by the Board of Directors and subject to increase, but not decrease. For additional information concerning Mr. Dell’s employment agreement, see “ – Compensation Governance – Employment Agreements; Severance and Change-in-Control Arrangements – Employment Agreement With Michael S. Dell.”

 

Dell Technologies    /    2023 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 table below summarizes the annual base salary rate of each named executive officer for Fiscal 2023. Base salaries were increased in Fiscal 2023 for all of our NEOs, except for Mr. Dell, whose salary remained at the minimum annual base salary rate specified by his employment agreement. The increases were recommended by management based on an evaluation of NEO base salaries in comparison to base salaries of similarly-situated executives at peer companies as presented by management’s external compensation consultant, and in recognition of each executive’s contributions to the business and the Company’s broader strategic objectives. As a result of payroll processes, the actual base salaries paid for the fiscal year may vary from those shown below.

 

Name

  

Fiscal 2023 Base
Salary Rate

($)

 

Michael S. Dell

     950,000  

Thomas W. Sweet

     850,000  

Jeffrey W. Clarke

     983,512  

Anthony Charles Whitten

     940,500  

William F. Scannell

     850,000  

Annual Cash Bonus

In Fiscal 2023, all of Dell Technologies’ executive officers participated in 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. For each element described below, determinations are made by the Committee for the named executive officers other than Mr. Dell. For Mr. Dell, determinations are made by the Board of Directors.

IBP Formula

 

       

 

Eligible
Earnings

   ×   

Target
Annual
Incentive
Opportunity

 

   ×   

 

Corporate
Performance
Modifier

   ×   

 

Individual Performance Modifier

   =   

 

IBP
Payout

IBP Target Incentive Opportunity

The Committee establishes a target incentive opportunity annually for each executive officer expressed as a percentage of eligible earnings for the fiscal year. Under his employment agreement, Mr. Dell is eligible for an annual bonus with a target opportunity equal to 200% of his base salary. For Fiscal 2023, target annual incentives for our named executive officers remained unchanged from Fiscal 2022 and were as follows:

 

Name

   Target Annual Incentive
Opportunity
as Percentage of Eligible Earnings(1)
 

Michael S. Dell

     200

Thomas W. Sweet

     100

Jeffrey W. Clarke

     150

Anthony Charles Whitten

     150

William F. Scannell

     100

 

  (1)

Eligible earnings used to calculate annual bonuses are based on actual base salary received.

IBP Corporate Performance Modifier

The Committee establishes corporate performance measures and target goals annually. For Fiscal 2023, the designated corporate performance measures and target goals were designed to drive profitable growth and achieve strategic objectives. For Fiscal 2023, the Committee chose to retain the same two performance measures used in Fiscal 2022, consisting of non-GAAP net revenue and

 

Dell Technologies    /    2023 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                    
                     

 

non-GAAP operating income. 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 subsidiaries. The targets for the IBP were intended to be “stretch” goals that could not be easily achieved. 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 2023 IBP goals were as follows:

 

Performance Measures

   Weighting     Threshold     Plan
(Target)
    Above
Plan(1)
 

Non-GAAP Net Revenue(2)

     60   $ 95.9B     $ 106.6B     $ 131.6B  

Non-GAAP Operating Income(3)

     40   $ 7.8B     $ 8.7B     $ 10.7B  

IBP modifier

           68     100     175

 

(1)

For Fiscal 2023, 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’ net revenue as computed on a GAAP basis to exclude the results of certain subsidiaries. For periods prior to Fiscal 2023, this was further adjusted to exclude the impact of purchase accounting. As a result of the adjustment to exclude the results of certain subsidiaries, 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 generally is calculated by adjusting Dell Technologies’ operating income as computed on a GAAP basis to exclude the results of certain subsidiaries, the impact of purchase accounting, amortization of intangibles, transaction-related expenses, stock-based compensation expense and other corporate expenses. As a result of the adjustment to exclude the results of certain subsidiaries, non-GAAP operating income for this purpose is not the same as externally reported non-GAAP operating income for Dell Technologies.

For Fiscal 2023, Dell Technologies underperformed relative to the IBP target non-GAAP net revenue goal, but exceeded the target non-GAAP operating income goal. For Fiscal 2023, after excluding the results of certain subsidiaries in calculating the IBP corporate performance modifier, Dell Technologies achieved non-GAAP net revenue of $101.6 billion and non-GAAP operating income of $8.7 billion. Our Fiscal 2023 performance resulted in a final corporate performance modifier of 91% of target.

IBP Individual Performance Modifier

In view of the named executive officers’ potential to influence corporate performance, the Committee (or the Board of Directors with respect to Mr. Dell) takes into account personal performance in determining executive officers’ bonus amounts, assigning each executive officer an individual modifier from 0% to 150% following the end of each fiscal year.

In determining individual performance modifiers, 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 factors based on environmental, social and governance, or ESG, efforts, including progress made in advancing sustainability and cultivating a diverse and inclusive workforce. 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 such objective, but assigns each individual executive officer an individual performance modifier based on a holistic and subjective assessment of the officer’s performance.

 

Dell Technologies    /    2023 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                    
                     

 

IBP Payouts for Fiscal 2023

Following the end of Fiscal 2023, the Board of Directors approved Mr. Dell’s bonus amount and the Committee approved the bonus amounts of the other named executive officers. The corporate and individual performance modifiers for the named executive officers are shown below along with the corresponding bonus payment amounts:

 

Name

  

Target IBP

($)

    

Corporate
Modifier

(%)

    

Individual
Modifier

(%)

    

Bonus
Payment

($)

 

Michael S. Dell

     1,973,076        91        100        1,795,500  

Thomas W. Sweet

     873,077        91        120        953,400  

Jeffrey W. Clarke

     1,519,792        91        130        1,797,914  

Anthony Charles Whitten

     1,453,327        91        120        1,587,033  

William F. Scannell

     873,077        91        125        993,125  

Equity Incentives

Overview

For our non-CEO NEOs, equity incentive opportunities are the most significant component of executive officer total target compensation. The provision of equity incentive opportunities is consistent with our compensation philosophy and reflects our core compensation objectives by aligning compensation with stockholders’ interests, creating a culture of meritocracy, and enhancing our ability to attract and retain executive talent. The vesting provisions of our time-based and performance-based RSUs granted to our non-CEO NEOs encourage retention and align the interests of our NEOs with those of our stockholders.

As a result of Mr. Dell’s substantial stock ownership, the Board believes that Mr. Dell is appropriately incentivized and that his interests are appropriately aligned with stockholders’ interests. Mr. Dell did not receive any stock-based compensation from the Company for Fiscal 2023.

In Fiscal 2023, all of our non-CEO NEOs received time-based RSUs as equity incentive opportunities. All of our non-CEO NEOs other than Mr. Sweet also received performance-based RSUs in Fiscal 2023. Information on Fiscal 2023 equity awards can be found in the Grants of Plan-Based Awards in Fiscal 2023 table under “Compensation of Executive Officers.”

Performance-based RSUs are subject to cliff vesting three years after the grant date, based on achievement measured against a combination of (1) annual financial performance measures, which are defined each year during the three-year period (collectively weighted 50%), and (2) 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 our use of companies in this index to calculate rTSR promotes transparency and consistency, and allows for accurate measurement of the Company’s performance against a broad industry standard, as one of the leading companies in the technology sector. Time-based RSUs granted to non-CEO NEOs other than Mr. Sweet vest ratably over a three-year period. Time-based RSUs granted to Mr. Sweet vested 100% on the one-year anniversary of the grant date.

Performance-based RSUs have a maximum vesting opportunity of up to 200% of the target number of shares. There is no guaranteed level of performance, 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 one three-year rTSR measure effectively aligns the compensation of our named executive officers with the Company’s short-term and long-term financial goals and adjusts for potentially volatile factors outside of the Company’s control.

 

Dell Technologies    /    2023 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                    
                     

 

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)          

Performance Measure

   Weight    Threshold   

Plan

(Target)

  

Above Plan

(Maximum)

   Results    Percentage
of Target
Financial
Funding

Non-GAAP Net Revenue

   30%    101.9    107.3    118.0    102.3   

 

75%(2)

Non-GAAP Operating Income

   20%    7.7    8.5    9.8    8.6

Funding Percentage

      50%    100%    200%      

 

(1)

Financial performance goals for Fiscal 2023 were approved by the Committee in March 2022.

 

(2)

Modifier is applicable to one-sixth of the Fiscal 2023 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, 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%

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)          

Performance Measure

   Weight    Threshold   

Plan

(Target)

  

Above Plan

(Maximum)

   Results    Percentage
of Target
Financial
Funding

Year 1 (Fiscal 2022)

                             

Non-GAAP Net Revenue

   30%    91.0    95.8    105.3    107.0   

 

200%(2)

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%(2)

Non-GAAP Operating Income

   20%    7.7    8.5    9.8    8.6

Funding Percentage

      50%    100%    200%      

 

(1)

Financial performance goals for Fiscal 2023 were approved by the Committee in March 2022. 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)

Each modifier is applicable to one-sixth of the Fiscal 2022 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, 2024, subject to continued service.

 

Dell Technologies    /    2023 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                    
                     

 

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%

Fiscal 2021 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)          

Performance Measure

   Weight    Threshold   

Plan

(Target)

  

Above Plan

(Maximum)

   Results    Percentage
of Target
Financial
Funding

Year 1 (Fiscal 2021)

                             

Non-GAAP Net Revenue

   25%    89.3    94.0    103.4    94.4   

 

168%(2)

Non-GAAP Operating Income

   25%    8.4    9.3    10.7    10.8

Year 2 (Fiscal 2022)

                             

Non-GAAP Net Revenue

   30%    91.0    95.8    105.3    107.0   

 

200%(2)

Non-GAAP Operating Income

   20%    8.0    8.9    10.2    10.6

Year 3 (Fiscal 2023)

                             

Non-GAAP Net Revenue

   30%    101.9    107.3    118.0    102.3   

 

75%(2)

Non-GAAP Operating Income

   20%    7.7    8.5    9.8    8.6

Funding Percentage

      50%    100%    200%      

 

(1)

Financial performance goals for Fiscal 2023 were approved by the Committee in March 2022. Financial performance results for Fiscal 2022 and Fiscal 2021 are not the same as externally reported results as they are not presented on a continuing operations basis.

 

(2)

Each modifier is applicable to one-sixth of the Fiscal 2021 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, 2023.

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

         
   80.65 percentile    188%

 

Dell Technologies    /    2023 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                    
                     

 

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 (or, with respect to Mr. Dell, the Board of Directors) believes that these elements of compensation are important to 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, each 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 the executive officer’s spouse or domestic partner to attend Dell Technologies-sponsored events if the travel is at the Company’s request.

 

   

Other – The 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.”

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.

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.

 

Dell Technologies    /    2023 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                    
                     

 

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

Recoupment Policies

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, 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.

Pursuant to a new rule adopted by the SEC in October 2022, we will update our recoupment policies as necessary to comply with the requirements of the new mandatory recoupment rule issued by the NYSE when it is finalized.

Recoupment Provisions for Anthony Charles Whitten Sign-on Bonus

In connection with the commencement of his employment in August 2021, Mr. Whitten was granted a cash sign-on bonus of $5 million. In accordance with the terms of his sign-on bonus, if Mr. Whitten’s employment with Dell Technologies ends within the first 24 months after his hire date because he resigns without “good reason” or because he is terminated with “cause” (in each case as these terms are described below), Mr. Whitten will repay a prorated portion of the $5 million calculated based on the number of months during such 24-month period for which he was no longer employed.

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 travel and business expenses reasonably incurred by Mr. Dell. Dell Technologies also provides Mr. Dell and his family with business-related security protection.

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.

 

Dell Technologies    /    2023 Proxy Statement    /    48


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                    
                     

 

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 Messrs. Sweet, Clarke, Whitten 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 severance payment equal to 300% of the executive’s then-current annual base salary. Two-thirds of this severance amount will be payable following termination of employment and the remainder will be payable on the one-year anniversary of such termination. Each of the severance 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 each 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. Mr. Whitten is entitled to receive the severance amounts described above, subject to the foregoing terms and conditions, upon a termination of employment without “cause” or for “good reason,” as such terms are defined below, on or after the final vesting event in 2026 of his new hire equity grant.

Unvested equity awards will be forfeited upon termination of employment, except in the case of termination due to death or disability. The awards provide no 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 vesting 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 commencement of employment with the Company in August 2021, the Company awarded Mr. Whitten a $45 million new hire equity award in the form of time-based RSUs with five-year ratable vesting. The unvested portion of Mr. Whitten’s new hire equity award will be forfeited upon termination of employment, except in the case of termination due to death or disability, without “cause,” or for “good reason,” as such terms are defined below.

Dell Technologies believes the 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 severance 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

 

   

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

Under the severance 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.

 

Dell Technologies    /    2023 Proxy Statement    /    49


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                    
                     

 

With respect to Mr. Whitten, “good reason” also includes the following additional events:

 

   

from his start date until August 15, 2024, no longer reporting to the Company’s Chief Executive Officer; or

 

   

from August 16, 2024 through his employment termination, no longer reporting to Mr. Dell.

Under the severance agreements, “change in control” has the meaning set forth in the 2013 Stock Incentive Plan, which generally defines the term 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 in the 2013 Stock Incentive Plan) 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 under the Exchange A