Lynn Vojvodich
Director at DELL
Board
About Lynn Vojvodich
Independent director at Dell Technologies since April 2019; age 57. Former EVP and Chief Marketing Officer at Salesforce (2013–2017), partner at Andreessen Horowitz, and senior marketing leadership roles at Microsoft, BEA Systems, and Terracotta; began career as a mechanical engineer (Gulfstream jets and offshore oil structures) and worked at Bain & Company. Currently serves on the boards of Figma, Booking Holdings, and Ford Motor Company; selected for board service based on leadership, operating experience, software industry knowledge, and international expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce.com, Inc. | EVP & Chief Marketing Officer | Sep 2013 – Feb 2017 | Led global marketing at major enterprise software company . |
| Andreessen Horowitz | Partner | Not disclosed | Advised portfolio companies on go-to-market and Global 1000 digital agendas . |
| Microsoft | Marketing leadership | Not disclosed | Enterprise software marketing . |
| BEA Systems (Oracle acq.) | Marketing leadership | Not disclosed | Enterprise software marketing . |
| Terracotta (Software AG acq.) | Marketing leadership | Not disclosed | Enterprise software marketing . |
| Bain & Company | Consultant | Not disclosed | Strategy and operations . |
| Mechanical engineering | Engineer | Not disclosed | Designed Gulfstream jets and offshore oil structures . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Booking Holdings Inc. | Director | Current | Global online travel services . |
| Ford Motor Company | Director | Current | Global automotive OEM . |
| Figma, Inc. | Director | Current | Web-based design collaboration platform . |
Board Governance
- Director Groups: Dell’s board consists of Group I directors (elected by all common stock series voting together) and a Group IV director (elected annually by Class C stock voting separately); in 2025 the board nominated Ms. Vojvodich as the Group IV director based on her governance perspective and independent leadership; she currently chairs Compensation and serves on Audit .
- Committee assignments timeline:
- 2021: No board committees .
- 2022: Audit Committee member .
- 2023: Audit Committee member .
- 2025: Compensation Committee Chair and Audit Committee member .
- Independence: Identified as independent under NYSE standards; Compensation Committee (established Sep 29, 2023) is composed entirely of independent directors (Vojvodich—Chair; Mollenkopf) .
- Attendance: Board and committee meetings held and attendance thresholds met:
- FY 2023: Board (4), Audit (8), Nominating & Governance (4); each member attended at least 75% .
- FY 2024: Board (4), Audit (8), Compensation (1, established 9/29/23), Nominating & Governance (3); each member attended at least 75%; all 8 directors attended 2023 annual meeting .
- FY 2025: Board (4), Audit (8), Compensation (4), Nominating & Governance (2); each member attended at least 75%; 7 of 8 attended 2024 annual meeting .
Meetings and Attendance (counts)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Board meetings held | 4 | 4 | 4 |
| Audit Committee meetings | 8 | 8 | 8 |
| Compensation Committee meetings | N/A | 1 | 4 |
| Nominating & Governance meetings | 4 | 3 | 2 |
| Attendance threshold met (≥75%) | Yes | Yes | Yes |
Fixed Compensation
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Annual cash retainer (independent directors) | $100,000 | $100,000 |
| Annual equity retainer (RSUs, Class C) | $225,000 | $225,000 |
| Committee Chair cash retainer | $25,000 | $25,000 |
| Lead Independent Director cash retainer | $40,000 (effective Aug 8, 2023) | $40,000 |
| Payment elections for cash | Cash, vested Class C shares, or DSUs (in 25% increments) | Cash, vested Class C shares, or DSUs (in 25% increments) |
| Equity plan and vesting | RSUs vest at first anniversary of prior annual meeting; DSUs settle at separation or change in control; acceleration on death/disability, termination without cause, or change in control | RSUs vest at first anniversary of prior annual meeting; DSUs settle at separation or change in control; acceleration on death/disability, termination without cause, or change in control; dividend equivalents paid in cash on RSUs/DSUs |
- Historical changes: Effective FY 2021, Dell increased the cash retainer to $100,000, moved 100% of director equity retainer to RSUs (no options), and eliminated the prior $1,000,000 initial option grant for new directors . Earlier programs included options and an initial equity retainer; in FY 2019/2020 RSUs and options were used with an audit chair retainer of $25,000 .
Performance Compensation
| Award Type | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| RSUs (Class C) | None disclosed for directors | Vest at first anniversary of prior annual meeting | Dividend equivalents paid in cash on RSUs/DSUs in FY 2025 . |
| Deferred Stock Units (DSUs) | None disclosed for directors | Settle upon separation or change in control | Directors can elect RSU/DSU form . |
Director equity awards are time-based; no PSUs or director-specific performance metrics are disclosed in the director compensation program .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Booking Holdings Inc. | Director | External public company; no related-party transactions cited in retrieved disclosures . |
| Ford Motor Company | Director | External public company; no related-party transactions cited in retrieved disclosures . |
| Figma, Inc. | Director | Private technology company; not a Dell public subsidiary . |
- Compensation Committee structure: In Sep 2023, Dell established a Compensation Committee composed entirely of independent directors; Ms. Vojvodich is Chair, and Mr. Mollenkopf is a member . Prior to that date, the Nominating & Governance Committee (chaired by CEO Michael Dell, members Dorman and Durban) acted as the compensation committee, an interlock that reduced independence; this was changed following stockholder feedback .
Expertise & Qualifications
- Leadership and operating experience; deep software industry understanding; international business expertise .
- Mechanical engineering background; Bain consulting experience; venture capital advisory (Andreessen Horowitz); senior enterprise marketing at Salesforce, Microsoft, BEA Systems, Terracotta .
Equity Ownership
| As-of Date | Class C Shares Beneficially Owned | Of which: Options Exercisable | Ownership % of Class C |
|---|---|---|---|
| Apr 26, 2023 | 96,566 | 84,198 | <1% |
- Outstanding Class C shares used for beneficial ownership context: 256,038,351 (as of Apr 26, 2023) .
- Policies: Dell prohibits hedging/monetization, exchange-traded derivatives, margin or pledging of Dell or SecureWorks equity by directors; administrator may waive or modify restrictions case-by-case .
- Stock ownership guidelines: The Board has not adopted stock ownership requirements for directors or executive officers .
Fixed and Variable Compensation Received (per-person disclosure)
| Fiscal Year | Fees elected to be paid in stock ($) | Stock awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| FY 2022 (Lynn Vojvodich Radakovich) | 99,982 | 224,938 | — | 324,920 |
- FY 2022 spin-off adjustment (VMware): additional RSUs/DSUs granted due to equitable adjustment; Ms. Vojvodich received 2,093 additional RSUs .
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting: Advisory vote on NEO compensation — For 3,593,379,725; Against 17,280,254; Abstain 493,422; Broker non-votes 73,210,054 .
- 2024 annual meeting: Advisory vote — For 4,218,818,058; Against 37,538,117; Abstain 1,137,500; Broker non-votes 48,027,236 .
- 2023 annual meeting: Advisory vote — For 4,906,258,382; Against 8,516,651; Abstain 1,269,525; Broker non-votes 44,421,125 .
- Frequency of say‑on‑pay: In 2023, stockholders selected “every 1 year” for advisory votes; Dell will continue annual votes until next frequency vote .
Related Party Transactions & Conflicts
- Policy: Audit Committee reviews and approves any related person transaction (≥$120,000) and considers fairness, business rationale, independence impairment, and conflicts; related persons include directors, 5% holders, and immediate family members .
- Disclosed related persons in recent proxies focused on principal stockholders (MD stockholders, SLP stockholders, large institutions) and Michael S. Dell; the retrieved disclosures did not identify transactions involving Ms. Vojvodich .
Compensation Committee Analysis
- Composition: As of Sep 29, 2023, Compensation Committee comprised entirely of independent directors (Chair: Lynn Vojvodich; Member: Steven Mollenkopf) .
- Consultant usage and potential conflicts: Management retained Mercer as compensation consultant; fees were modest relative to other services procured from Mercer affiliates:
- FY 2023: Consultant fees $0.04m; other Mercer/affiliate services $19.1m .
- FY 2022: Consultant fees $0.17m; other services $27.3m .
- FY 2021: Consultant fees $0.26m; other services $19.7m; company determined no conflict given policies and separate teams .
- FY 2020: Consultant fees $0.1m; other services $27.6m; company determined no conflict .
Governance Assessment
- Positives:
- Independent director with deep technology and go‑to‑market expertise; chairs newly formed independent Compensation Committee, addressing prior independence concerns .
- Strong attendance thresholds met across recent fiscal years; structured committee oversight of risk (Audit, Compensation, Nominating & Governance) .
- Anti‑hedging/pledging policy strengthens alignment and reduces risk of misaligned incentives .
- High say‑on‑pay support across 2023–2025 indicates investor confidence in compensation governance during her committee leadership transition .
- Watch‑items / RED FLAGS:
- No director or executive stock ownership guidelines — common governance practice elsewhere; absence may weaken perceived alignment, partly mitigated by equity retainer structure .
- Historical interlocks: Prior to Sep 2023, compensation decisions were overseen by a committee including the CEO (Michael Dell) and a sponsor representative (Egon Durban); now remediated by independent Compensation Committee chaired by Ms. Vojvodich .
- Mercer affiliates provided significant non‑comp services while Mercer advised on compensation; company disclosed safeguards and no conflicts, but magnitude of other services warrants continued monitoring by the Compensation Committee .
- Investor confidence signals:
- 2025 Class C stockholders elected Ms. Vojvodich as Group IV director (For 214,850,631; Withheld 5,371,779), reflecting support among public shareholders with one‑share/one‑vote rights .
- Compensation program continues to emphasize at‑risk equity for directors (RSUs) with optional deferral and anti‑hedge provisions; committee chair retainer provides recognition for governance workload .