David Kennedy
Interim Chief Financial Officer at DELL
Executive
About David Kennedy
David Kennedy is Interim Chief Financial Officer of Dell Technologies, appointed effective September 9, 2025; he is 48 years old and has served in various positions at Dell since September 1998, including SVP, Global Business Operations, Finance (since February 2023), SVP and COO for Global Sales (since February 2020), and SVP and CFO of the Client Solutions Group (since April 2017) . Dell raised its long-term financial framework on October 7, 2025 to target 7–9% annual revenue growth and 15%+ annual non‑GAAP diluted EPS growth, with Kennedy publicly reiterating capital return and EPS doubling ambitions, providing context for performance expectations during his interim tenure . Company pay-versus-performance disclosures indicate strong multi-year TSR and increasing non-GAAP operating income and net revenue, which are the core metrics used in executive incentive programs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dell Technologies | Interim Chief Financial Officer (Principal Financial Officer) | Sep 2025–present | Interim PFO overseeing finance; public communications on capital returns and long‑term framework |
| Dell Technologies | SVP, Global Business Operations, Finance | Feb 2023–Sep 2025 | Led global finance operations; prepared for interim CFO transition |
| Dell Technologies | SVP & COO, Global Sales | Feb 2020–Feb 2023 | Operated global sales organization; execution alignment with go‑to‑market |
| Dell Technologies | SVP & CFO, Client Solutions Group | Apr 2017–Feb 2020 | Segment CFO for CSG; finance leadership in PCs/peripherals |
| Dell Technologies | Various roles since joining | Sep 1998–Apr 2017 | Progressive finance leadership across Dell |
External Roles
No external board or public company roles disclosed for David Kennedy in Dell filings and Company press releases reviewed .
Fixed Compensation
- As of the September 8, 2025 8‑K, compensation information required by Item 5.02(c)(3) for Kennedy had not yet been determined or disclosed .
- For program context, Dell’s FY2025 target annual incentive opportunities for NEOs were: CFO 100% of base salary; COO 150%; GC 100%; President, Global Sales 100%; CEO 200% (program structure reference only; not Kennedy-specific) .
Performance Compensation
Dell’s executive incentive design (program-level) applicable to executive officers uses an annual cash bonus (IBP) and PSUs/RSUs; Kennedy is eligible to participate in the 2023 Stock Incentive Plan as interim CFO . The following tables present the program metrics and results (FY2025):
Annual Cash Bonus – IBP (Program-level FY2025)
| Metric | Weight | Threshold | Target (Plan) | Maximum (Above Plan) | Actual Result | IBP Business Performance Modifier |
|---|---|---|---|---|---|---|
| Non-GAAP Net Revenue ($B) | 40% | 83.1 | 92.4 | 113.1 | 92.0 | 110% |
| Non-GAAP Operating Income ($B) | 60% | 7.3 | 8.1 | 9.9 | 8.6 | 110% |
IBP payout formula: Base Salary × Target Annual Incentive × Business Performance Modifier × Individual Contribution Modifier (0–150%) .
Performance-Based RSUs – rTSR and Financial Measures (Program-level)
| Component | Weight | Measurement Period | Target | Maximum | Actual Attainment |
|---|---|---|---|---|---|
| Relative TSR (rTSR) | 50% | 3-year (FY2023–FY2025) | 50th percentile = 100% | ≥85th percentile = 200% | 96th percentile = 200% |
| Annual Financial Measures | 50% | FY2023–FY2025 (three one-year periods) | See annual goals below | 200% funding cap | FY2025 financial funding 121% for net revenue; operating income above target |
FY2023–FY2025 PSU-financial goals (program-level excerpts):
| Year | Non-GAAP Net Revenue Threshold/Target/Max ($B) | Result ($B) | Non-GAAP Operating Income Threshold/Target/Max ($B) | Result ($B) | Financial Funding % |
|---|---|---|---|---|---|
| FY2023 | 101.9 / 107.3 / 118.0 | 102.3 | 7.7 / 8.5 / 9.8 | 8.6 | 75% Year 1 component |
| FY2024 | 75.1 / 83.5 / 96.0 | 82.8 | 6.7 / 7.4 / 8.5 | 7.8 | 116% Year 2 component |
| FY2025 | 83.1 / 92.4 / 106.3 | 92.0 | 7.3 / 8.1 / 9.3 | 8.5 | 121% Year 3 component |
Vesting schedules (program-level):
- Time-based RSUs: typically vest ratably over three years; certain awards have 20%/30%/50% tranches depending on role .
- Performance-based RSUs: vest on the 3-year anniversary, with a maximum 200% payout; death/disability provisions accelerate specific portions per award agreements; acceleration does not occur on change-in-control absent death/disability .
Equity Ownership & Alignment
- Stock ownership guidelines: Board has not adopted stock ownership requirements for directors or executive officers; alignment is driven through equity compensation design .
- Securities trading policy: prohibits hedging/monetization transactions, trading in derivative securities, and pledging/margin of Dell securities; policy applies to directors, officers, employees, certain family members, and controlled entities; administrator may grant case-by-case waivers .
- Recoupment (clawback): NYSE Rule 10D‑1 compliant recovery policy filed as a 10‑K exhibit; Compensation Committee’s recovery analysis following an error correction concluded no recovery was required (operating income had been understated pre‑revision; executive payouts were not in excess relative to revised measures) .
Data gaps:
- No beneficial ownership breakdown, pledged shares, or Form 4 activity for David Kennedy were disclosed in the proxy or 8‑Ks reviewed; 8‑K appointment notes eligibility for the 2023 Stock Incentive Plan but does not detail equity awards to Kennedy .
Employment Terms
- Appointment: Interim CFO effective September 9, 2025; principal financial officer; age 48; long‑tenured at Dell since 1998 .
- Compensation status: Item 5.02(c)(3) details had not been determined at the time of filing (September 8, 2025) .
- Plan eligibility: eligible to participate in severance, retirement, welfare and benefit plans and programs generally available to employees, including the 2023 Stock Incentive Plan .
- Standard executive severance (program-level reference): Non‑CEO NEO agreements provide cash severance equal to 300% of current base salary upon termination without cause or resignation for good reason; non‑compete and non‑solicit obligations for 12 months; unvested equity forfeited on termination except death/disability; definitions of cause/good reason/change‑in‑control set in agreements; acceleration upon death/disability only .
- Transition context: Prior CFO Yvonne McGill resigned effective September 9, 2025; Company stated resignation was not due to disagreements on financial reporting, controls, operations, policies or practices; McGill to serve in advisory role through October 31, 2025 .
- Permanent CFO search: Company initiated search for a permanent CFO in connection with the transition .
Company Performance Context (FY2021–FY2025)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| TSR – $100 initial value ($) | 149.46 | 227.96 | 176.76 | 370.62 | 451.50 |
| Peer Group TSR – $100 initial value ($) | 137.12 | 168.82 | 152.42 | 225.31 | 279.89 |
| Net Income ($ millions) | 3,505 | 5,707 | 2,422 | 3,372 | 4,576 |
| Company-selected performance measure: Non-GAAP Operating Income ($ millions) | 7,088 | 8,104 | 8,877 | 8,007 | 8,549 |
| Additional important performance measure: Non-GAAP Net Revenue ($ millions) | 81,394 | 95,841 | 96,580 | 82,811 | 91,987 |
Investment Implications
- Alignment and incentives: Kennedy is eligible for Dell’s equity and cash incentive program tied to non‑GAAP net revenue, non‑GAAP operating income, and rTSR; program delivered above‑target outcomes for FY2025, reinforcing pay‑for‑performance linkage that should apply to interim CFO participation when determined .
- Retention and disclosure risk: Interim status and lack of disclosed compensation terms (pending Item 5.02(c)(3)) create near‑term retention and alignment uncertainty; permanent CFO search ongoing .
- Governance safeguards: No ownership requirements, but robust securities trading policy prohibiting hedging/pledging and a compliant clawback framework mitigate misalignment and recovery risk; recent recovery analysis required no recoupment .
- Execution signals: Kennedy’s public remarks emphasize EPS growth and disciplined capital returns amid AI infrastructure growth, aligning finance leadership with the Company’s raised long‑term framework targets; monitor subsequent disclosures for his equity grants and any Form 4 activity to assess insider selling pressure .