Ellen Kullman

About Ellen J. Kullman

Ellen J. Kullman (age 69) is Dell Technologies’ Lead Independent Director and chair of the Nominating and Governance Committee. She has served on the Dell board since September 2016; in 2025 she is a Group I director nominee following prior service as the Group IV director elected solely by Class C holders. Kullman is Executive Chair of Carbon, Inc. (since June 2022) and was its President & CEO from 2019–2022; she previously served as CEO and Chair of DuPont from 2009–2015, with prior executive roles including President and Executive Vice President at DuPont. The board selected her for leadership and operating experience, technology and product development expertise, and global strategy implementation credentials .

Past Roles

External Roles

Board Governance

• Independence: The board affirmatively determined Kullman is independent under NYSE rules; she serves as Lead Independent Director and Nominating & Governance chair .
• Lead Independent Director authority: Principal liaison to the Chair; calls meetings of independent directors; presides at executive sessions; approves agendas, schedules, and board information; leads board self-evaluation; leads annual CEO performance review; engages with stockholders; approves outside advisor retention with independent directors .
• Committee assignments (as of May 16, 2025): Nominating & Governance (Chair). Audit Committee membership rotated off previously; she chaired the Audit Committee from Sept 2016–Dec 2019 .
• Meetings and attendance: FY2025—Board met 4 times; Audit 8; Compensation 4; Nominating & Governance 2. Each director attended at least 75% of meetings during their service period .
• Controlled company and share class: Dell is a controlled company under NYSE rules; multi‑class voting structure (Class A/B 10 votes per share; Class C 1 vote per share) centralizes control. Class C holders separately elect the Group IV director; the board instituted rotation of the Group IV seat among independent directors to enhance governance .

Fixed Compensation

• Director compensation program (FY2025):

  • Annual cash retainer: $100,000
  • Committee chair retainer: $25,000
  • Lead Independent Director retainer: $40,000
  • Annual equity retainer: $225,000 in RSUs (settle in Class C)
  • Equity vesting: director RSUs vest on first anniversary of prior annual meeting; DSUs settle upon board service termination or change in control; dividend equivalents credited in cash

• Kullman’s director pay (past two fiscal years): | Metric | FY2024 | FY2025 | |---|---:|---:| | Fees earned or paid in cash ($) | 167,885 | 165,000 | | Stock awards ($) | 224,954 | 224,905 | | Option awards ($) | — | — | | Total ($) | 392,839 | 389,905 |

• Form of payment elections:

  • FY2024: 75% of annual cash retainer and 100% of committee chair retainer in DSUs; 75% of equity retainer in DSUs .
  • FY2025: 100% of annual cash, chair, and Lead Independent retainers in cash; 100% of equity retainer in DSUs .

Performance Compensation

Non‑employee director pay is not performance‑based; RSUs/DSUs are time‑based. For governance context, Dell’s executive incentive program emphasizes financial and market performance:

• Annual IBP (executive bonus) measures and FY2025 outcomes: | Measure | Weight | Threshold ($B) | Target ($B) | Max ($B) | Result ($B) | Modifier | |---|---:|---:|---:|---:|---:|---:| | Non‑GAAP Net Revenue | 40% | 83.1 | 92.4 | 113.1 | 92.0 | 110% IBP modifier overall | | Non‑GAAP Operating Income | 60% | 7.3 | 8.1 | 9.9 | 8.6 | 110% IBP modifier overall |

• Long‑term PSU metrics:

  • Annual financial PSUs (non‑GAAP net revenue and operating income modifiers apply to one‑sixth of awards per year) .
  • 3‑year relative TSR PSUs: 25th percentile=50%, 50th=100%, ≥85th=200% of target .

Other Directorships & Interlocks

Expertise & Qualifications

• Board rationale: leadership and operating experience; technology and product development proficiency; global strategy implementation .
• Broader board skills matrix includes leadership, public company board experience, financial literacy, technology industry, international experience, risk management, and strategic oversight areas; the board seeks these competencies across directors .

Equity Ownership

Governance Assessment

• Strengths

  • Lead Independent Director role with robust authorities enhances independent oversight, agenda control, and stockholder access .
  • Independent Nominating & Governance Committee leadership; broader board majority independent; standalone Compensation Committee fully independent with an independent consultant (Pay Governance) and no conflicts .
  • Formal ERM program and committee-level risk oversight (cybersecurity, financial reporting, compensation risk), with regular reporting cadence .
  • Meeting cadence and attendance: each director met at least 75% attendance in FY2025; executive sessions at every regular board meeting .
  • Executive compensation viewed favorably by stockholders (FY2024 Say‑on‑Pay ~99% approval), signaling investor confidence in pay governance .

• Risks and potential red flags

  • Controlled company and multi‑class share structure concentrate voting power (Class A/B dominate); Class C has limited influence. This can dampen investor confidence and was cited in Class C engagement around Kullman’s Group IV election in 2023; the board instituted independent director rotation for the Group IV seat to respond .
  • No director stock ownership requirements may weaken perceived alignment (“skin in the game”), though DSUs/options and the hedging/pledging bans partially mitigate .
  • Related‑party transactions exist with principal stockholders (MD stockholders, Silver Lake) and their affiliates; while governed by policy and Audit Committee review, they are ongoing and warrant continued scrutiny for independence optics .

• Signals and recent actions

  • Governance enhancements: Lead Independent Director role established; independent director rotation for Group IV; reconstitution of Nominating & Governance to be fully independent; formation of standalone, independent Compensation Committee .
  • Stockholder engagement and disclosure enhancements targeted concerns related to multi‑class governance and Group IV elections; rotation reflects responsiveness to Class C holders .

Overall, Kullman’s leadership, independence, and committee roles support board effectiveness; the controlled multi‑class structure and absence of director ownership guidelines remain notable governance risks requiring continued engagement and transparency .

Related Party Transactions

• Review policy: Audit Committee reviews and approves related person transactions; considers fairness, independence impacts, and conflicts .
• FY2025 disclosures: Transactions involved Michael S. Dell (aircraft and reimbursements) and entities affiliated with Silver Lake, Vanguard, and BlackRock; no transactions disclosed involving Ellen Kullman .

Notes on Director Compensation Mechanics

• Directors may elect cash retainers in vested shares or DSUs in 25% increments; equity retainer may be taken as DSUs; RSUs/DSUs include dividend equivalents; acceleration upon death/disability, termination without cause, or change in control per plan terms .
• Liability insurance, reimbursement of reasonable expenses, and indemnification agreements apply to directors .

Appendix: Board/Committee Composition (as of May 16, 2025)