Egon Durban
Director at DELL
Board
About Egon Durban
Egon Durban, 51, has served on Dell Technologies’ Board since October 2013 as a Group I director. He is Co-CEO of Silver Lake, which he joined in 1999 as a founding principal after working in Morgan Stanley’s investment banking division; he is a member of the Business Council and Business Roundtable. The Board cites his technology and finance experience, global strategic leadership, and multi-company management as qualifications for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake | Co-CEO; founding principal | Joined 1999; current | Global technology investing leadership |
| Morgan Stanley | Investment Banking (prior role) | Pre-1999 | Capital markets and advisory background |
External Roles
| Company/Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| TKO Group Holdings, Inc. | Director | Current | Premium sports/entertainment company |
| Unity Software Inc. | Director | Current | Real-time development platform |
| VMware, Inc. | Director | Sep 2016 – Nov 2023 | Former Dell majority-owned subsidiary; acquired by Broadcom in Nov 2023 |
| Twitter, Inc. | Director | Mar 2020 – Oct 2022 | Social networking service |
| SecureWorks Corp. | Director | 2015 – May 2020 | Former Dell majority-owned subsidiary |
| Motorola Solutions, Inc. | Director | Aug 2015 – May 2024 | Communications infrastructure/software/services |
| Qualtrics International Inc. | Director | Feb 2021 – Jun 2023 | CX software |
| Endeavor Group Holdings, Inc. | Director | May 2012 – Mar 2025 | Became private Mar 2025 |
Board Governance
- Independence: Not independent. The Board determined six of eight directors are independent (Dorman, Grain, Green, Kullman, Mollenkopf, Vojvodich); Durban is not listed among them .
- Committee assignments: None. Current committee rosters exclude Durban (Audit: Green Chair, Grain, Vojvodich; Compensation: Vojvodich Chair, Mollenkopf; Nominating/Governance: Kullman Chair, Dorman) .
- Nomination rights: Durban is designated for nomination by the SLP stockholders under the Sponsor Stockholders Agreements .
- Committee representation waiver: SLP stockholders have waived their right to place a nominee on the Compensation and Nominating/Governance Committees .
- Meeting cadence and attendance: In Fiscal 2025, the Board met 4x; Audit 8x; Compensation 4x; Nominating/Gov 2x, and each director attended at least 75% of the meetings of the Board and committees on which they served; seven of eight directors attended the June 27, 2024 annual meeting .
| Governance Item | Detail |
|---|---|
| Lead Independent Director | Ellen J. Kullman; responsibilities include executive sessions each regular meeting, agenda/schedule/info approval, CEO performance review oversight, stockholder availability |
| Committee Charters | Maintained and posted on investors site |
Fixed Compensation
Dell’s director pay program applies to independent directors. Durban (not independent) is not included in the Fiscal 2025 director compensation table.
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Independent directors only; cash can be taken in vested shares or DSUs |
| Annual equity retainer | $225,000 | RSUs settling in Class C; independent directors only |
| Committee chair retainer | $25,000 | Additional to chair role |
| Lead Independent Director retainer | $40,000 | Additional to LID role |
| Vesting | One-year cliff to the first annual meeting anniversary; DSUs settle at separation or change-in-control; dividend equivalents paid in cash |
Reference table (independent directors only) shows FY25 totals for Dorman ($324,905), Grain ($324,905), Green ($349,905), Kullman ($389,905), Mollenkopf ($324,905), Vojvodich ($349,905); Durban is not listed in this compensation table .
Performance Compensation
| Performance Linkage for Directors | Status | Details |
|---|---|---|
| Performance-conditioned metrics (TSR/revenue/EBITDA) | None disclosed | Equity retainers for independent directors are time-vested RSUs/DSUs; no director performance metrics disclosed; dividend equivalents accrue in cash |
Other Directorships & Interlocks
- Sponsor rights and influence: Under the SLP Stockholders Agreement, SLP holds nomination rights for Group I directors and (while entitled) potential committee representation; SLP waived representation on Compensation and Nominating/Governance Committees .
- SLP beneficial ownership and governance linkage: SLP stockholders report beneficial ownership of 62,368,123 Class B (100%) and 49,066 Class C; managing members of Silver Lake Group, L.L.C. include Egon Durban, among others .
Expertise & Qualifications
- Board skills matrix indicates Durban contributes to leadership/strategy, financial literacy, technology industry, international experience, risk management, emerging technologies, and capital allocation/strategic transactions .
- Board biography emphasizes technology and finance expertise and global strategic leadership .
Equity Ownership
| Holder | Class C Shares | % of Class C | All-Classes % | As of | Notes |
|---|---|---|---|---|---|
| Egon Durban (Director) | 914,652 | * (<1%) | * (<1%) | Apr 30, 2025 | Beneficial ownership per SEC rules |
| SLP Stockholders (affiliated Silver Lake entities) | 49,066 (Class C); 62,368,123 (Class B) | Class B: 100% | 9.1% (all outstanding Dell common) | Jan 13, 2025 filing referenced | Managing members include Egon Durban; address: 2775 Sand Hill Rd., Menlo Park, CA 94025 |
Policies
- Stock ownership guidelines: The Board has not adopted stock ownership requirements for directors or executive officers .
- Hedging/pledging: Securities trading policy prohibits hedging, short sales, derivative transactions, holding securities in margin accounts, or pledging as loan collateral for directors, officers, employees and applicable family/controlled entities (case-by-case waivers possible) .
Related-Party Transactions (Conflict Signals)
| Counterparty/Relationship | Nature | FY25 Amount | Terms/Notes |
|---|---|---|---|
| Silver Lake–affiliated entities (including SLP portfolio cos.) | Purchases from Dell | ~$5.5M paid to Dell | Standard commercial terms |
| Silver Lake–affiliated entities | Dell purchases from these entities | ~$3.8M paid by Dell | Ordinary course; standard commercial terms |
| Austin Gamblers (majority-owned by Egon Durban) | Sponsorship agreement (3-year; entered Aug 2022) | ~$0.3M FY25 payments by Dell | Entered on standard commercial terms; marketing rights |
RED FLAGS: Ongoing related-party exposure via Silver Lake–affiliated transactions and a Dell sponsorship with an entity majority-owned by Durban (Austin Gamblers). While disclosed as standard terms, these relationships merit continued monitoring for potential conflicts of interest and optics risk .
Meeting Cadence and Attendance (Board-level)
| Body | FY25 Meetings | Attendance Statement |
|---|---|---|
| Board of Directors | 4 | Each director attended ≥75% of meetings of the Board and committees on which they served; 7 of 8 directors attended the 2024 annual meeting |
| Audit Committee | 8 | See above |
| Compensation Committee | 4 | See above |
| Nominating & Governance Committee | 2 | See above |
Governance Assessment
-
Strengths
- Deep capital allocation, M&A and technology investing experience; skill matrix confirms strategic and emerging tech expertise valuable for Dell’s long-term portfolio and partnerships .
- Not seated on sensitive committees (Audit/Comp/Nom-Gov), and SLP waived committee representation on Comp and Nom-Gov, which mitigates perceived conflicts in pay and nominations .
- Board processes include executive sessions each regular meeting, active LID role, and full committee independence for Audit/Comp/Nom-Gov, supporting oversight quality .
-
Risk/Watch Items
- Not independent under NYSE rules; nominated by SLP under stockholder agreements, with SLP holding meaningful economic/voting interests—may raise concerns about board independence and potential influence .
- Related-party transactions with Silver Lake–affiliated entities and a sponsorship arrangement with a Durban-controlled entity present conflict optics; continue to track terms, amounts, and any expansion of such dealings .
- No director stock ownership guidelines (company-wide), though hedging/pledging are prohibited, potentially weakening formal alignment requirements relative to peers; monitor ownership levels and policy evolution .
-
Alignment
- Durban beneficially owns 914,652 Class C shares (<1%), providing some direct alignment; broader SLP holdings underscore long-term value incentives but also entrench influence dynamics .