Richard Rothberg
Dell TechnologiesAbout Richard Rothberg
Richard J. Rothberg is General Counsel and Secretary of Dell Technologies, a role he has held since November 2013. He oversees the global legal department as well as government affairs, compliance and ethics, and global security; he joined Dell in 1999 after senior legal roles at Caterpillar, IBM Credit Corporation, and Rogers & Wells . Under the executive compensation program he participates in, incentives are tied to non-GAAP net revenue, non-GAAP operating income, and three-year relative TSR versus the S&P 500 Information Technology Index . Company performance context: in Fiscal 2025, Dell generated $95.6B in net revenue and $6.2B operating income (non-GAAP OI $8.5B), EPS $6.38 (non-GAAP EPS $8.14); a $100 investment in DELL at the start of the five-year period would have grown to $451.50 by Fiscal 2025 versus $279.89 for the IT peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dell Technologies | General Counsel & Secretary | Since Nov 2013 | Leads global legal, government affairs, compliance/ethics, and global security |
| Dell (APJ) | VP Legal, Asia-Pacific & Japan | 2008–2010 | Regional legal leadership; moved to Singapore to support growth in APJ |
| Dell (EMEA) | VP Legal, Europe, Middle East & Africa | Pre‑2008 | Supported EMEA businesses; advanced legal operations across the region |
| Dell (Americas) | VP Legal, North America & Latin America | 2010–2013 | Lead counsel for sales/operations; supported enterprise solutions, software, end‑user computing; led global government affairs |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caterpillar Inc. | Senior legal roles (Nashville, Geneva) | ~8 years (prior to 1999) | Supported global manufacturing operations across jurisdictions |
| IBM Credit Corporation | Attorney | Not disclosed | Financial services legal experience |
| Rogers & Wells (law firm) | Attorney | Not disclosed | Corporate/legal advisory experience |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 749,635 | 780,404 |
| Target Bonus (% of Base) | 100% | 100% |
| All Other Compensation ($) | 62,062 | 57,316 |
Breakdown of FY 2025 All Other Compensation:
- Retirement plan match: $7,638; Benefit plans: $11,484; Annual physical: $8,900; Security: $3,779; Other: $25,515 (tax/financial planning $15,000; charitable match $10,000; fitness $500; healthy rewards $15) .
Performance Compensation
Annual Cash Bonus (IBP) – FY 2025
| Metric | Weight | Threshold | Target (Plan) | Max (Above Plan) | Actual Result | Business Modifier |
|---|---|---|---|---|---|---|
| Non-GAAP Net Revenue ($B) | 40% | 83.1 | 92.4 | 113.1 | 92.0 | 110% (overall) |
| Non-GAAP Operating Income ($B) | 60% | 7.3 | 8.1 | 9.9 | 8.6 | 110% (overall) |
- Individual contribution modifier (Rothberg): 110% .
- FY 2025 IBP payout (Rothberg): $944,289 .
Equity Awards and Vesting (Rothberg)
| Award Type | Grant Date | Target Shares (#) | Fair Value ($) | Performance/Vesting |
|---|---|---|---|---|
| PSU – rTSR (FY25–FY27) | 3/15/2024 | 22,897 | 3,960,952 | 3-year rTSR vs S&P 500 IT; vest at 3 yrs; 50%/100%/200% at 25th/50th/85th percentile |
| PSU – Financial (FY25 Year 1 of 3) | 3/15/2024 | 7,633 | 816,731 | Annual non-GAAP revenue & OI each year (50% cumulative weight); FY25 financial modifier 121% applied to 1/6 of award; cliff vests 3 yrs |
| RSU (time-based) | 3/15/2024 | 19,626 | 2,099,982 | Vests one-third annually on 3/15/2025, 3/15/2026, 3/15/2027 |
Additional equity outstanding at FY25 year-end (selected):
- 3/15/2023 RSU: 28,792 units (one-half vested 3/15/2025; remaining vests 3/15/2026) .
- 3/15/2023 PSU (financial): 16,795 target unearned (vest 3/15/2026 subject to goals) .
- 3/15/2023 PSU (rTSR): 50,386 target unearned (vest 3/15/2026 subject to rTSR) .
- No stock options are currently granted to executive officers under the program ; no option exercises by NEOs in FY 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 100,663 shares of Class C common stock; <1% of outstanding |
| Unvested RSUs (as of 1/31/2025) | 189,648 units; market value $19,647,532 @ $103.60 |
| Unearned PSUs (as of 1/31/2025) | 105,342 target units; payout value contingent (market/payout value $10,913,431 @ $103.60) |
| Stock ownership guidelines | The Board has not adopted stock ownership requirements for executive officers |
| Hedging/pledging | Prohibited (hedging, short sales, options, and pledging/margin) under securities trading policy |
| Clawback policy | NYSE Rule 10D‑1–compliant recovery policy; following FY25 financial statement revisions, Committee determined no executive recovery required |
| Deferred compensation | Aggregate balance $2,179,617; FY25 earnings $395,249; withdrawals/distributions $681,744 |
Indicative vesting-related supply windows (insider selling pressure considerations):
- 3/15/2026: Remaining half of 3/15/2023 RSUs; 3/15/2023 PSUs (financial and rTSR) subject to certified results; 2nd tranche of 3/15/2024 RSUs .
- 3/15/2027: 3/15/2024 PSUs (financial and rTSR) and final tranche of 3/15/2024 RSUs, subject to performance for PSUs .
Employment Terms
| Term | Detail |
|---|---|
| Role start / tenure | General Counsel since November 2013; joined Dell in 1999 |
| Severance (without cause / good reason) | 3.0x base salary (payable two-thirds promptly, remainder at one-year); subject to release; 12‑month non‑compete and non‑solicit |
| Equity on termination | Unvested equity forfeited except death/disability; no special change-in-control acceleration; death/disability accelerates vested portion (time-based) and performance-determined portions; undetermined performance vests at target |
| Estimated cash severance | $2,355,060 (as of 1/31/2025) |
| Equity acceleration (death/disability) | $31,545,140 (market value @ $103.60) |
| Tax gross-ups | No tax gross-ups provided for imputed income on non‑commercial aircraft usage for non‑CEO NEOs |
Performance Context (Company-Level)
| Measure | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Total Shareholder Return – $100 initial | $149.46 | $227.96 | $176.76 | $370.62 | $451.50 |
| Peer Group TSR (S&P 500 IT) – $100 initial | $137.12 | $168.82 | $152.42 | $225.31 | $279.89 |
| Net Income ($MM) | 3,505 | 5,707 | 2,422 | 3,372 | 4,576 |
| Non-GAAP Operating Income ($MM) | 7,088 | 8,104 | 8,877 | 8,007 | 8,549 |
| Non-GAAP Net Revenue ($MM) | 81,394 | 95,841 | 96,580 | 82,811 | 91,987 |
FY 2025 highlights reiterated: Net revenue $95.6B, operating income $6.2B, non‑GAAP operating income $8.5B, diluted EPS $6.38, non‑GAAP EPS $8.14 .
Compensation Governance & Say‑on‑Pay (Context)
- Compensation Committee: fully independent; members Lynn Vojvodich Radakovich (Chair) and Steven M. Mollenkopf; retains Pay Governance LLC as independent consultant .
- Say‑on‑Pay support: ~99% approval for Fiscal 2024 NEO compensation at the 2024 annual meeting .
- Equity plan administration and practices: consistent annual grant cadence; no executive stock options currently granted .
Investment Implications
- Alignment and risk mix: Rothberg’s pay is heavily at‑risk via PSUs/RSUs, with clear line‑of‑sight to non‑GAAP revenue, non‑GAAP operating income, and three‑year rTSR, which ties rewards to profitable growth and relative market performance . Absence of executive stock ownership requirements is a governance gap that may dilute long‑term alignment versus best practice, partially mitigated by prohibited hedging/pledging and a robust clawback policy .
- Vesting‑driven supply: Concentrated vesting dates (notably 3/15/2026 and 3/15/2027) across large RSU/PSU holdings could create episodic selling pressure (trading window and 10b5‑1 dependent), a relevant near‑term consideration for liquidity and technicals .
- Retention and transition economics: Severance is moderate (3x base salary) with non‑compete/non‑solicit for 12 months; lack of change‑in‑control acceleration for equity lowers golden parachute risk but also reduces retention “stickiness” in M&A scenarios (equity forfeiture risk without death/disability) .
- Performance backdrop: Strong multi‑year TSR outperformance vs S&P 500 IT and sustained non‑GAAP operating income underpin pay‑for‑performance credibility, which lowers headline governance risk on incentives paid to senior leaders including the General Counsel .