David Grain

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

External Roles

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 .

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 .

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 .

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 .

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 .