David Dorman
Director at DELL
Board
About David W. Dorman
David W. Dorman is an independent Group I director of Dell Technologies, serving since September 2016; he is 71 and currently sits on the Nominating and Governance Committee . He is the Founding Partner of Centerview Capital Technology (since July 2013) and previously served as Chairman/CEO of AT&T Corp. (Chairman & CEO 2002–2005; President 2000–2006), CEO of Concert Communications (1999–2000) and CEO/Chairman of Pacific Bell Telephone Company (1994–1997) . The Board cites his expertise in management, finance and strategic planning and his public company board and committee experience as key credentials; he is affirmatively determined independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centerview Capital Technology | Founding Partner | Since July 2013 | Private investment leadership; technology focus |
| AT&T Corp. | Chairman & CEO; President; Director | Chairman & CEO: Nov 2002–Nov 2005; President: Dec 2000–Jan 2006; Director: Nov 2005–Jan 2006 | Led major U.S. telecom; strategic, operational leadership |
| Concert Communications Services (AT&T/BT JV) | Chief Executive Officer | 1999–2000 | Global JV leadership |
| Pacific Bell Telephone Company | Chief Executive Officer & Chairman | 1994–1997 | Regional telecom executive leadership |
| Warburg Pincus LLC | Senior Advisor and Managing Director | Oct 2006–Apr 2008 | Private equity advisory/management |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| PayPal Holdings, Inc. | Director (public) | Since July 2015 | Current public directorship |
| Somewear Labs, Inc. | Board member (private) | Current | Satellite communications platform provider |
| Georgia Tech Foundation | Emeritus Trustee | Current | Non-profit/academic affiliation |
Board Governance
- Committee assignments: Nominating and Governance Committee member (not Chair) .
- Independence: Determined independent under NYSE rules; Dell’s Board is 75% independent and holds executive sessions at every regular meeting .
- Attendance and engagement: In Fiscal 2025, the full Board met 4 times; Audit 8; Compensation 4; Nominating & Governance 2. Each director attended at least 75% of the meetings of the Board and their committees; 7 of 8 directors attended the 2024 annual meeting .
- Lead Independent Director: Ellen J. Kullman serves as Lead Independent Director with extensive responsibilities (agenda/schedule approval, executive sessions, CEO performance review, stockholder engagement) .
- Nomination/stockholder arrangements: Under sponsor stockholder agreements, MD stockholders (controlled by Michael Dell) and SLP stockholders have director nomination rights; Dorman is an MD stockholder designee for Group I .
- Controlled company context: Dell is a “controlled company” under NYSE rules but voluntarily maintains a majority independent Board and fully independent Compensation and Nominating & Governance Committees .
- Skills matrix: Dorman contributes leadership & strategy, public company board experience, financial literacy, technology industry experience, international experience, risk management, emerging technologies and regulatory compliance expertise .
Fixed Compensation (Director)
| Component | FY2025 Program Terms | Source |
|---|---|---|
| Annual cash retainer | $100,000 (directors may elect vested shares or DSUs in 25% increments) | |
| Equity retainer | $225,000 in RSUs (or DSUs at election); vests in full on first anniversary of prior annual meeting; DSUs settle at separation or change-in-control | |
| Committee Chair fee | +$25,000 | |
| Lead Independent Director fee | +$40,000 | |
| Travel/perquisites | Reimbursement of reasonable expenses; company aircraft for Board meetings; laptops/reimbursement; perqs generally de minimis |
| David W. Dorman – FY2025 Director Compensation | Amount ($) | Notes |
|---|---|---|
| Fees earned/paid in cash | 100,000 | Elected to receive 100% of cash retainer in vested Class C shares (valued at $115.99 on 9/18/2024) |
| Stock awards (RSUs/DSUs) | 224,905 | Received 100% of equity retainer in RSUs; vests 6/27/2025 |
| Option awards | — | No option grants |
| Total | 324,905 | Sum of above |
Outstanding director units (as of 1/31/2025):
- Restricted stock units (unvested): 1,939
- Deferred stock units (vested/will vest within 60 days): 16,252
Performance Compensation (Director)
| Performance Metric | Weight | Targets/Design | Applicability to Non-Employee Directors |
|---|---|---|---|
| None – director equity is time-based | — | Annual equity retainer (RSUs/DSUs) with time-based vesting; no performance conditions | Dell’s director program does not use performance metrics for director compensation |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| PayPal Holdings, Inc. | Director | Since July 2015 (current) | Current public directorship |
| CVS Health Corporation | Non-Executive Chairman; Director | Chairman 2011–2022; Director 2006–2022 | Prior public board; no Compensation Committee interlocks disclosed for FY2025 |
| Infoworks.io | Chairman of the Board | Jan 2019–Dec 2024 | Private enterprise software; prior chair role |
| Expanse, Inc. (formerly Qadium) | Director | May 2016–Dec 2020 | Private enterprise software |
Compensation Committee interlocks: None disclosed involving Dell directors/officers for FY2025 (Dorman is not on the Compensation Committee) .
Expertise & Qualifications
- Management, finance, and strategic planning expertise; extensive public company board/committee experience .
- Board skill matrix flags Dorman for leadership & strategy, public company board experience, financial literacy, technology industry experience, international experience, risk management, emerging technologies, and regulatory compliance .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Class C) | 117,118 shares | Includes 1,939 RSUs vesting within 60 days and 16,252 DSUs; <1% of Class C outstanding |
| Options | None disclosed for Dorman | Options noted for other directors; not for Dorman |
| Hedging/pledging | Prohibited by policy (covers directors and related persons) | No holding in margin or pledges; hedging/monetization banned |
| Stock ownership guidelines | None adopted for directors or executive officers | Board cites alignment via equity program (for execs) and Mr. Dell’s ownership; no director holding requirement |
Governance Assessment
- Strengths: Independent director with deep telecom/tech operating and board experience; consistent attendance (≥75%); independent Nominating & Governance Committee; executive sessions each regular meeting; hedging/pledging prohibited .
- Alignment and pay structure: Director pay mix balanced between cash and equity; Dorman elected equity-settled cash retainer and receives time-vested RSUs; no director performance pay that could misalign incentives .
- Controlled company context: While Dell is a controlled company, the Board has voluntarily adopted a majority-independent structure and fully independent Compensation and Nominating & Governance Committees; however, sponsor nomination rights persist and Dorman is an MD stockholder designee—a potential structural independence consideration for minority holders .
- Shareholder sentiment and compensation governance: Say-on-Pay support for FY2024 was approximately 99%; robust recoupment policy adopted per NYSE 10D-1; no director ownership guidelines (neutral to modest negative for alignment for non-employee directors) .
RED FLAGS / Watch items
- Sponsor nomination rights and committee representation (excluding Audit) under stockholder agreements; Dorman serves on Nominating & Governance as an MD nominee, which warrants monitoring for potential perceived influence despite NYSE independence determination .
- No stock ownership guidelines for directors could be viewed as weaker alignment versus peers that require director minimum holdings .
Notes: All data reflects Dell’s 2025 DEF 14A (filed May 16, 2025).