David Grain
Director at DELL
Board
About David Grain
David Grain (age 62) is an independent director of Dell Technologies and a member of the Audit Committee. He is Founder and CEO of Grain Management LLC, with prior operating and finance roles at Global Signal, AT&T Broadband, and Morgan Stanley; he has served on the Dell board since September 2021. He holds a BA from the College of the Holy Cross and an MBA from Dartmouth’s Tuck School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grain Management LLC | Founder & Chief Executive Officer | 2007–present | Telecommunications-focused PE; capital allocation and risk expertise . |
| Global Signal, Inc. (formerly Pinnacle Towers) | President | 2002–2006 | Led company from bankruptcy to successful IPO, scaled tower portfolio . |
| AT&T Broadband (New England Region) | Senior Vice President | 2000–2003 | Regional operations leadership . |
| Morgan Stanley | Financial Services (TMT-focused) | 1992–2000 | High-yield and TMT investment banking experience . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Southern Company | Director | Current | Former Lead Independent Director; Chair, Nominating/Governance/Corporate Responsibility; Comp Committee member . |
| New Fortress Energy Inc. | Director | Current | Energy infrastructure board role . |
| Brookings Institution | Trustee | Current | Governance and policy stewardship . |
| National Museum of African American History and Culture | Advisory Council Member | Current | Advisory oversight . |
| Martha’s Vineyard Museum | Board Chair | Current | Board leadership . |
| Dartmouth College | Charter Trustee | Elected 2024 | Board governance; Tuck Advisory Board . |
Board Governance
- Committee membership: Audit Committee member; Audit Committee composition: William D. Green (Chair), David Grain, Lynn Vojvodich Radakovich .
- Independence: The Board determined Grain is independent under NYSE rules and Dell’s Corporate Governance Principles .
- Attendance: FY2025 meetings—Board (4), Audit (8), Compensation (4), Nominating & Governance (2); each director attended at least 75% of applicable meetings; seven of eight directors attended the 2024 annual meeting .
- Lead Independent Director: Ellen J. Kullman; independent oversight across board processes .
| Governance Item | FY2025 Detail |
|---|---|
| Committee assignment | Audit Committee member |
| Director independence | Independent (NYSE & Company standards) |
| Meeting cadence | Board 4; Audit 8; Comp 4; Nom/Gov 2 |
| Attendance threshold | ≥75% for all directors |
| Lead Independent Director | Ellen J. Kullman |
Fixed Compensation
- Program structure for independent directors: $100,000 annual cash retainer; $225,000 annual equity retainer in RSUs (settle in Class C shares); $25,000 additional cash for committee chairs; $40,000 for Lead Independent Director; directors may elect cash retainer into vested shares or deferred stock units (DSUs); equity awards vest on the first anniversary of the annual meeting .
- FY2025 actual for Grain: Fees earned $100,000; Stock awards grant-date fair value $224,905; Total $324,905; Grain elected to receive 100% of his cash retainer in DSUs; annual equity retainer also in DSUs .
| Component (FY2025) | Amount ($) |
|---|---|
| Annual cash retainer | 100,000 |
| Equity retainer (RSUs/DSUs, grant-date fair value) | 224,905 |
| Committee chair fees | — (not a chair) |
| Lead Independent Director premium | — (not applicable) |
| Total | 324,905 |
Notes:
- Directors can elect retainer in vested shares or DSUs in 25% increments; grant-date conversion used $115.99 closing price (Sep 18, 2024); RSUs/DSUs vest on June 27, 2025; DSUs settle at separation or change in control; dividend equivalents paid in cash on RSUs/DSUs .
Performance Compensation
- No performance-based director equity disclosed; annual director RSUs/DSUs are time-based with one-year vesting; acceleration upon death/disability, termination without cause, or change in control .
- Independent compensation consultant engaged for program design (Pay Governance LLC) to advise on non-employee director compensation; no conflicts identified .
| Award Type | Vesting | Performance Metrics | Key Terms |
|---|---|---|---|
| RSUs/DSUs (directors) | 1-year vest (to first anniversary of annual meeting) | None disclosed for directors | DSUs settle at end of service or CoC; dividend equivalents in cash |
Other Directorships & Interlocks
- Public company boards: Southern Company; New Fortress Energy Inc. .
- Non-profit/academic roles: Brookings Institution, NMAAHC Advisory Council, Martha’s Vineyard Museum, Dartmouth Trustees .
- Related-party transactions: Proxy discloses review framework for related person transactions via Audit Committee; FY2025 disclosures list relationships for major holders (MD stockholders, SLP, Vanguard, BlackRock) but do not disclose transactions involving Grain or Grain Management with Dell Technologies .
Expertise & Qualifications
- Skills matrix: Leadership & Strategy, Public company board experience, Financial literacy, Technology industry experience, International experience, Risk management; Strategic strengths include Emerging Technologies, Manufacturing & Operations expertise, Capital Allocation & Strategic Transactions; Diverse background flagged .
- Audit Committee service implies Board’s financial literacy threshold met for members; Audit Chair designated “financial expert” (Green) .
Equity Ownership
- Beneficial ownership: 22,486 Class C shares via DSUs that are vested or will vest within 60 days after April 30, 2025; ownership <1% of outstanding shares .
- Outstanding equity instruments (directors): Grain had 22,486 outstanding DSUs at Jan 31, 2025; no outstanding options disclosed for Grain .
| Ownership Detail | Amount |
|---|---|
| Class C shares beneficially owned (incl. rights within 60 days) | 22,486 |
| % of all outstanding Dell common stock | <1% |
| Outstanding DSUs (as of Jan 31, 2025) | 22,486 |
| Options (exercisable/unexercisable) | None disclosed for Grain |
Alignment policies:
- No director or executive stock ownership guidelines adopted by the Board .
- Trading policy prohibits hedging and pledging of Dell securities, margin accounts, and certain derivatives; administrator may waive in limited cases .
Governance Assessment
-
Positives:
- Independent director with Audit Committee role; board majority independent; independent chair roles on key committees; robust related-party review policy .
- Attendance threshold met; regular executive sessions and defined Lead Independent Director authority enhance oversight .
- Director compensation includes meaningful equity via DSUs, with optional deferral and dividend equivalents; use of independent compensation consultant .
- Hedging/pledging prohibitions reduce misalignment risk .
-
Cautions/RED FLAGS:
- Controlled company with multi-class share structure and sponsor stockholder nomination rights; potential to concentrate influence despite voluntary compliance with NYSE independence standards .
- No stock ownership guidelines for directors—may weaken long-term alignment signaling despite DSU holdings .
- Equity awards for directors vest on a one-year schedule with accelerated vesting upon change in control—limited performance linkage in director pay .
No Dell-related party transactions involving David Grain were disclosed for FY2025; Grain’s other board roles (Southern Company, New Fortress Energy) are noted without identified conflicts in the proxy .