Jeffrey Clarke
Chief Operating Officer and Vice Chairman at DELL
Executive
About Jeffrey Clarke
Jeffrey W. Clarke is Dell Technologies’ Chief Operating Officer and Vice Chairman, responsible for day‑to‑day operations, Global Operations (manufacturing, procurement, supply chain), and leading both the Infrastructure Solutions Group and Client Solutions Group; he re‑assumed the COO role in Aug 2023 after serving as Co‑COO (Aug 2021–Aug 2023) and has been Vice Chairman since 2017. He joined Dell in 1987 after starting as a reliability/product engineer at Motorola, and has held senior product and operations leadership roles since 2001 . Age: 60 as of March 4, 2023 (per 2023 10‑K) . Recent company performance underpinning incentives: FY2025 net revenue $95.6B and operating income $6.2B; non‑GAAP operating income $8.5B; non‑GAAP diluted EPS $8.14 . Dell’s FY2023–FY2025 PSU cycle achieved 96th percentile relative TSR (max 200% payout), evidencing strong stock performance versus the S&P 500 Information Technology index benchmark used in PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dell Technologies | Chief Operating Officer and Vice Chairman | Aug 2023–Present | Runs day‑to‑day operations; directs ISG and CSG; manages Global Operations; sets long‑term strategy incl. Cloud/Edge/Telecom/aaS . |
| Dell Technologies | Co‑Chief Operating Officer and Vice Chairman | Aug 2021–Aug 2023 | Co‑led ISG and CSG; managed Global Operations; enterprise strategy setting . |
| Dell Technologies | Chief Operating Officer | Dec 2019–Aug 2021 | COO overseeing operations and product groups . |
| Dell Technologies | Vice Chairman, Products & Operations | Sep 2017–Dec 2019 | Led global supply chain; product orgs across ISG and CSG . |
| Dell/Dell Technologies | Vice Chairman & President, Operations & Client Solutions | Jan 2009–Sep 2017 | Led global manufacturing, procurement, supply chain; client products engineering/design/development . |
| Dell | SVP, Business Product Group | Jan 2003–Jan 2009 | Led business product portfolio . |
| Dell | VP & GM, Relationship Product Group | Nov 2001–Jan 2003 | Led relationship product line . |
| Dell | Director, Desktop Development | From 1995 | Directed desktop development . |
| Dell | Quality Engineer | 1987 (joined) | Early engineering leadership roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Motorola, Inc. | Reliability and Product Engineer | Pre‑1987 | Hardware reliability and product engineering experience prior to Dell . |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary (paid) | $1,013,195 | $1,025,820 | $1,096,974 |
| Base Salary Rate | — | $1,033,512 | $1,108,512 |
| Target Bonus (% of Salary) | 150% | 150% | 150% |
| Annual Bonus Paid (IBP) | $1,797,914 | $2,140,373 | $2,262,509 |
| IBP Modifiers (Business, Individual) | — | 107%, 130% | 110%, 125% |
| All Other Compensation | $42,332 | $47,063 | $216,415 (security upgrades, tax/financial planning, matches) |
Performance Compensation
Annual Incentive Plan (IBP) Structure and Outcomes
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Corporate Metrics (weight) | Non‑GAAP Net Revenue (50%); Non‑GAAP Operating Income (50%) | Non‑GAAP Net Revenue (40%); Non‑GAAP Operating Income (60%) |
| Threshold / Target / Max (Net Rev) | $75.1B / $83.5B / $105.5B | $83.1B / $92.4B / $113.1B |
| Threshold / Target / Max (Op Inc) | $6.7B / $7.4B / $9.4B | $7.3B / $8.1B / $9.9B |
| Actual Results | Net Rev $82.8B; Op Inc $7.8B → Corporate modifier 107% | Net Rev $92.0B; Op Inc $8.6B → Business modifier 110% |
| Clarke Individual Modifier | 130% | 125% |
| Clarke Bonus Paid | $2,140,373 | $2,262,509 |
Notes: IBP non‑GAAP measures exclude specified operations/adjustments for plan purposes and differ from external non‑GAAP reporting .
Equity Awards (structure, vesting, and FY2025/FY2024 grants)
- Design: Annual mix of performance‑based RSUs (PSUs; 50% weighted to annual financial goals across three fiscal years; 50% to three‑year relative TSR vs S&P 500 Information Technology Index) and time‑based RSUs; max PSU payout 200% of target .
- Clarke special RSU vesting: 20% / 30% / 50% on 1st/2nd/3rd anniversaries (retention‑oriented) .
| Award Type | Grant Date | Target Shares | Threshold / Max | Vesting | Grant‑date FV |
|---|---|---|---|---|---|
| PSU‑rTSR (FY2025–FY2027) | 3/15/2024 | 50,700 | 25,350 / 101,400 | Cliff at 3 yrs; rTSR vs S&P 500 IT | $8,770,593 |
| PSU‑FIN (FY2025 Yr‑1) | 3/15/2024 | 16,901 | 8,451 / 33,802 | 3‑yr cliff; annual fin. goals each year | $1,808,407 |
| RSU (annual) | 3/15/2024 | 43,458 | — | 20%/30%/50% in 2025/26/27 | $4,650,006 |
| PSU‑FIN (from 2023 grant, FY2025 Yr‑2) | 3/15/2023 | 34,213 | 17,107 / 68,426 | 3‑yr cliff; annual fin. goals | $3,660,791 |
| PSU‑FIN (from 2022 grant, FY2025 Yr‑3) | 3/15/2022 | 24,641 | 12,321 / 49,282 | 3‑yr cliff; annual fin. goals | $2,636,587 |
PSU goal achievement snapshots: FY2025 Year‑1 financial goals funded at 121% of target; the FY2023–FY2025 rTSR tranche attained the 96th percentile (200% payout) .
Multi‑Year Compensation Mix (realized and grant values)
| Component (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards (grant‑date fair value) | $14,345,465 | $23,034,304 | $21,526,384 |
| Total Compensation | $17,198,906 | $26,247,560 | $25,102,282 |
Equity Ownership & Alignment
- Beneficial ownership: 1,609,655 shares of Class C common stock; includes 200,000 shares held by family trusts where Clarke and spouse are co‑managing trustees (shared voting/dispositive power). <1% of outstanding .
- Ownership guidelines: The Board has not adopted stock ownership requirements for executive officers .
- Hedging/pledging: Company policy prohibits hedging, holding in margin accounts, and pledging Dell securities; applies to executives and covered family/controlled entities .
- Options: Dell does not currently grant stock options to executive officers .
Outstanding unvested and unearned awards (as of FY2025 year‑end):
| Category | Shares/Units | Market Value |
|---|---|---|
| Unvested RSUs (all grants) | 21,121 (2022 RSU) + 58,650 (2023 RSU) + 255,931 (2023 RSU) + 43,458 (2024 RSU) = 379,160 | $2,188,136 + $6,076,140 + $26,514,452 + $4,502,249 = $39,280,977 (at $103.60) |
| Unearned PSUs (rTSR + FIN) | 102,639 (2023 rTSR) + 34,213 (2023 FIN) + 50,700 (2024 rTSR) + 33,800 (2024 FIN) = 221,352 | $10,633,400 + $3,544,467 + $5,252,520 + $3,501,680 = $22,932,067 (at $103.60/Monte Carlo as applicable) |
Upcoming vesting cadence (subject to performance/continued service): RSUs/PSUs vesting March 15, 2026 and March 15, 2027; Clarke’s annual RSUs vest 20%/30%/50% over 2025/2026/2027, creating scheduled supply as tranches settle .
Employment Terms
- Agreement type: Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement (non‑CEO NEOs) .
- Severance: If terminated without cause or resigns for good reason, cash severance equals 300% of then‑current annual base salary (two‑thirds paid promptly, remainder at one‑year anniversary), subject to release .
- Change‑in‑control (CIC): Unvested equity forfeited upon termination; no special equity acceleration for CIC; upon death or disability, time‑based awards vest, and performance‑based awards vest (earned portions) with any undetermined performance‑based awards vesting at target .
- Restrictive covenants: 12‑month non‑compete and non‑solicit post‑termination; perpetual confidentiality .
- Clawback: NYSE Rule 10D‑1 compliant recovery policy; following FY2024 financial statement revision, Compensation Committee determined no incentive recovery was required .
- Perquisites: Executive security services (e.g., new property upgrades), annual physicals, financial/tax counseling (no tax gross‑ups for imputed aircraft income for non‑CEO NEOs). FY2025 “All Other Compensation” for Clarke totaled $216,415 (security $165,728; retirement match $7,788; benefits $11,484; annual physical $4,163; other $27,252 including $15,000 tax/financial planning and $11,152 charitable match) .
Performance & Track Record
- PSU outcomes: FY2023 PSU cycle rTSR paid at 200% (96th percentile), reflecting strong 3‑year relative performance .
- Pay‑versus‑performance context: FY2025 CAP disclosures show revenue/operating income expansion vs FY2024 (non‑GAAP net revenue $91.987B vs $82.811B; non‑GAAP operating income $8.549B vs $8.007B), aligning with higher IBP outcomes (110% modifier) .
- Company execution: FY2025 net revenue $95.6B, GAAP operating income $6.2B; non‑GAAP diluted EPS $8.14; $3.9B returned via buybacks/dividends .
Compensation Committee Analysis
- Governance: Standalone Compensation Committee composed entirely of independent directors; current members: Lynn Vojvodich Radakovich (Chair) and Steven M. Mollenkopf .
- Independent advisor: Pay Governance LLC engaged as the Committee’s independent compensation consultant in FY2025; no conflicts identified .
- Say‑on‑pay: 99% support for FY2024 program at 2024 annual meeting; the Committee continues engagement with stockholders on program design .
Compensation Structure Diagnostics
- Mix tilt: Heavy at‑risk, equity‑centric (PSUs + RSUs); CEO does not receive equity; Clarke’s stock awards were $21.5M in FY2025 and $23.0M in FY2024, dominating total comp .
- Shift toward RSU retention: Clarke receives a special 20/30/50 RSU vest pattern, increasing back‑weighted vest value and potential supply at year‑3 vesting .
- Performance metrics: Annual non‑GAAP net revenue and non‑GAAP operating income for IBP and PSU‑FIN; 3‑year rTSR vs S&P 500 IT for PSU‑rTSR, balancing absolute and relative performance .
- Risk controls: No executive stock ownership mandates; however, strict hedging/pledging prohibitions and a robust clawback are in place .
Equity Ownership & Pledging
| Item | Detail |
|---|---|
| Beneficial shares | 1,609,655 Class C (includes 200,000 in family trusts; <1% ownership) . |
| Ownership policy | No executive ownership requirement . |
| Pledging/hedging | Prohibited (no margin, pledges, derivative hedges) . |
Investment Implications
- Incentive alignment: Clarke’s PSUs directly link to revenue and operating income annually and to 3‑year relative TSR, with max 200% payout; this reinforces multi‑year value creation and peer‑relative outperformance .
- Retention risk vs selling pressure: Large unvested equity (≈379K RSUs; ≈221K unearned PSUs) and back‑weighted RSU vesting (50% in year 3) create meaningful retention but also imply scheduled sellable supply at vest dates (notably March 2026 and March 2027) .
- Governance posture: Absence of ownership guidelines is atypical among large‑cap peers; however, prohibitions on hedging/pledging and an NYSE‑compliant clawback mitigate misalignment and misconduct risk .
- Change‑in‑control economics: No single‑ or double‑trigger equity acceleration; severance limited to 3x base salary (no bonus multiple), which dampens windfall risks and reduces CIC‑driven behavior .
- Performance momentum: Recent PSU rTSR max‑out and FY2025 operational results supported above‑target cash incentive payouts (business 110%, individual 125%), signaling execution strength under Clarke’s operational remit .