Michael Dell
About Michael Dell
Michael S. Dell is Chairman and CEO of Dell Technologies and a Group I director, age 60, serving on the Board since October 2013 . Fiscal 2025 performance under his leadership: net revenue $95.6B, operating income $6.2B, non-GAAP operating income $8.5B, diluted EPS $6.38, and $3.9B returned via buybacks/dividends; Class C TSR value rose to $451.50 from an initial $100 benchmark, signaling strong multi‑year value creation . Dell Technologies is a “controlled company” given Mr. Dell’s beneficial voting power exceeding 50%, with the Board voluntarily maintaining a majority of independent directors and standalone independent committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dell Inc. (pre-merger) | Chief Executive Officer | 1984–Jul 2004; resumed Jan 2007 | Founder leadership; scaled global operations; resumed CEO role to drive transformation |
| Dell Technologies Inc. | Chairman & CEO | 2013–present | Led multi‑class capital structure, strategic execution, and long‑term capital allocation |
| MSD Capital / DFO Management | Founder (MSD Capital 1998); DFO Management manages family capital | 1998–present | Strategic investment platform; governance relationships with Dell Technologies stakeholders |
| Michael & Susan Dell Foundation | Founder | 1999–present | Philanthropy; community impact supporting long-term stakeholder relations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BDT & MSD Advisory Board | Chairman | — | Strategic merchant banking advisory; owner-led capital insights |
| World Economic Forum | Honorary Member, Foundation Board | — | Global policy network engagement |
| International Business Council | Executive Committee Member | — | CEO forum shaping business policy |
| Technology CEO Council; Business Roundtable | Member | — | Industry advocacy and competitiveness |
| Tsinghua Univ. SEM (Beijing) | Advisory Board Member | — | Asia strategy connectivity and talent pipeline |
| Indian School of Business (Hyderabad) | Governing Board Member | — | Emerging market strategy insights |
| VMware, Inc. | Chairman of the Board | Sep 2016–Nov 2023 | Oversight through separation and ultimate acquisition by Broadcom |
| SecureWorks Corp. | Non‑Executive Chairman | Dec 2015–Feb 2025 | Governance through portfolio evolution |
Fixed Compensation
| Component | FY2025 Detail |
|---|---|
| Base Salary | $950,000 |
| Target Bonus % (IBP) | 200% of base salary per employment agreement |
| Actual Annual Bonus Paid | $2,090,000 (IBP payout) |
| Equity Grants | None (Committee deems alignment via substantial ownership) |
FY2025 “All Other Compensation” Breakdown
| Item | Amount |
|---|---|
| Retirement Plans Matching Contribution | $7,500 |
| Benefit Plans | $7,944 |
| Imputed Income (travel/related events) | $36,812 |
| Total | $52,256 |
Performance Compensation
| Metric (IBP) | Weight | Threshold | Target (Plan) | Maximum (Above Plan) | Actual FY2025 | Payout Factor |
|---|---|---|---|---|---|---|
| Non‑GAAP Net Revenue | 40% | $83.1B | $92.4B | $113.1B | $92.0B | 110% IBP modifier (combined) |
| Non‑GAAP Operating Income | 60% | $7.3B | $8.1B | $9.9B | $8.6B | 110% IBP modifier (combined) |
| Individual Contribution Modifier (CEO) | n/a | — | — | — | — | 100% (per CEO request) |
Notes:
- IBP payouts are Base × Target Incentive × Business Performance Modifier × Individual Modifier .
- Non‑GAAP measures used in IBP exclude certain operations and items; IBP targets set above prior year targets to be “stretch” goals .
Equity Ownership & Alignment
| Holding | Amount | Percent |
|---|---|---|
| Class A Common Stock | 246,834,081 shares | 89.2% of Class A |
| Class C Common Stock | 36,335,779 shares | 10.6% of Class C |
| Total Beneficial Ownership (All Classes) | — | 41.4% of all outstanding common stock |
- Controlled company status: Mr. Dell’s beneficial voting power exceeds 50%, conferring control under NYSE rules .
- Hedging/pledging: Company policy prohibits hedging, margin accounts, and pledging for directors and officers, reducing misalignment/forced sale risk; waivers only case‑by‑case .
- Stock ownership guidelines: The Board has not adopted stock ownership requirements for directors or executive officers; the Board cites executive equity program design and Mr. Dell’s ownership for alignment .
Employment Terms
| Term | Detail |
|---|---|
| Position | CEO and Chairman of the Board |
| Base Salary & Bonus Target | $950,000; annual bonus target 200% of base |
| Equity | No equity awards (alignment via ownership) |
| Termination for Cause | Defined as felony conviction resulting in incarceration, or legal incapacity to serve as director/CEO of Dell or specified subsidiaries |
| Change in Control (definitions) | Asset sale; 50%+ voting power change (excluding MD/SLP parties); merger where pre‑deal holders don’t retain majority voting power |
| Confidentiality/IP | Indefinite confidentiality covenant; assignment of IP created during employment |
| Perquisites | Financial counseling up to $12,500; annual physical up to $5,000/person; business travel and security protection provided |
| Clawback/Recovery | NYSE Rule 10D‑1 compliant recovery policy; FY2024 revisions understated operating income, but no overpayment—no recovery required |
Board Governance
- Board service history: Group I director since 2013; CEO and Chairman; not designated independent .
- Committee roles: Audit, Compensation, and Nominating/Governance committees are fully independent; Mr. Dell does not serve on these committees .
- Dual-role implications: Board affirms combined Chair/CEO structure with Lead Independent Director oversight; cites Mr. Dell’s deep industry/strategy knowledge and customer relationships; independent directors hold executive sessions each regular meeting .
- Board attendance: FY2025—each director attended at least 75% of Board/committee meetings; Board met 4x, Audit 8x, Compensation 4x, Nominating/Gov 2x .
Director Compensation (for independent directors)
| Component | FY2025 Amount |
|---|---|
| Annual Cash Retainer | $100,000 |
| Committee Chair Retainer | +$25,000 |
| Lead Independent Director Retainer | +$40,000 |
| Annual Equity Retainer (RSUs/DSUs) | $225,000 grant value; vests in full on first anniversary of prior annual meeting (June 27, 2025) |
Related Party Transactions (selected, FY2025)
| Transaction | Amount | Notes |
|---|---|---|
| Company‑related business air travel (Mr. Dell aircraft leases/operations) | ~$2.5M | ~$1.9M to third‑party flight services; ~$0.6M to entities owning aircraft |
| Mr. Dell security reimbursements | ~$2.5M | Reimbursed to Dell Technologies |
| DFO/MSD/affiliates purchases from Dell | ~$3.9M | Standard commercial terms |
| Austin Gamblers sponsorship (affiliated with director Egon Durban) | ~$0.3M | Standard terms in 3‑year agreement |
Compensation Committee Analysis
- Committee composition: Independent directors Lynn Vojvodich Radakovich (Chair) and Steven Mollenkopf .
- Independent consultant: Pay Governance LLC; no conflicts; supports program design, market data, risk assessment .
- Say‑on‑pay feedback: FY2024 support ~99%; Committee engages with investors and continues enhancements .
Say‑on‑Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| FY2024 Say‑on‑Pay approval | ~99% approval |
| FY2025 Ballot | Advisory Say‑on‑Pay Proposal 3; Board recommends FOR |
Performance & Track Record Indicators
| Measure | FY2025 |
|---|---|
| Net Revenue | $95.6B |
| Operating Income | $6.2B |
| Non‑GAAP Operating Income | $8.5B |
| Diluted EPS | $6.38 |
| Capital Returns | $3.9B (repurchases/dividends) |
| TSR value of $100 initial (Company) | $451.50 |
Compensation Structure Analysis
- Cash vs. equity mix: CEO compensation is cash‑heavy with no equity awards; alignment asserted via substantial beneficial ownership .
- Performance metrics: IBP uses non‑GAAP net revenue and non‑GAAP operating income; targets set above prior year; rTSR used for non‑CEO NEO PSUs against S&P 500 IT Index .
- Risk controls: Hedging/pledging prohibited; annual compensation risk review found programs do not encourage excessive risk‑taking; NYSE‑compliant recovery policy .
Vesting Schedules and Insider Selling Pressure
- CEO equity: None; low mechanical vest‑driven selling pressure for CEO .
- Company policy: Prohibits hedging/pledging/margin accounts; reduces forced selling risk across insiders .
- Registration rights: MD and SLP stockholders have registration rights to facilitate resale of Class C; company bears registration costs excluding underwriter fees/taxes, which could provide liquidity optionality for controlling holders .
Employment & Contracts (Retention, Transition)
- CEO agreement permits termination for cause and defines change‑in‑control; no severance multiple disclosed for CEO; confidentiality/IP assignment obligations apply .
- Succession planning: Nominating & Governance Committee evaluates CEO succession (including emergency scenarios) annually; Lead Independent Director leads Board self‑evaluation .
Risk Indicators & Red Flags
- Controlled company and combined Chair/CEO: Governance mitigations in place (Lead Independent Director, majority independent Board, independent committees) .
- Related party transactions: Business travel arrangements and affiliate transactions disclosed and governed by related‑party policy under Audit Committee oversight .
- Clawback compliance and financial revision: Recovery analysis post FY2024 revisions found no overpayment; no recovery triggered .
- Hedging/pledging bans: Reduces misalignment risks .
Equity Ownership Guidelines & Pledging
- No formal ownership requirements; Board cites program design and substantial CEO ownership for alignment; policy bans hedging/pledging/margin accounts .
Investment Implications
- Alignment: No CEO equity grants and significant beneficial ownership reduce pay‑driven sell pressure and align incentives with long‑term TSR and profitability (IBP targets tied to non‑GAAP net revenue and operating income) .
- Governance: Controlled status with combined roles persists; mitigations include independent Lead Director, independent committees, and increased independent director ratio to 75%—positive for oversight yet still warrants monitoring of related‑party transactions and sponsor agreements .
- Liquidity/trading signals: Registration rights enable potential block liquidity for MD/SLP holders, which could affect float/overhang if utilized; hedging/pledging prohibitions reduce forced selling scenarios .
- Shareholder sentiment: Strong 99% Say‑on‑Pay support and continued investor engagement decrease compensation‑related overhang risk .