Steven Mollenkopf
About Steven M. Mollenkopf
Steven M. Mollenkopf (age 56) is an independent Group I director of Dell Technologies, serving since September 2023. He is the former CEO of Qualcomm (2014–2021) and currently serves as Independent Chair of The Boeing Company, bringing deep technology, complex manufacturing, and international operating experience to Dell’s board; Dell’s skills matrix highlights his strengths in leadership, technology industry expertise, emerging technologies, manufacturing/operations, and capital allocation/strategic transactions . He has been affirmatively determined independent under NYSE rules; Dell’s board is currently 75% independent following recent governance changes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qualcomm Incorporated | Chief Executive Officer | Mar 2014 – Jun 2021 | Led global wireless technology manufacturer; complex manufacturing oversight |
| Qualcomm Incorporated | Special Advisor | Jun 2021 – 2022 | Post-CEO advisory continuity |
| Qualcomm Incorporated | President; Chief Operating Officer; Head of QCT (chipset) | Prior to 2014 (dates not disclosed) | Deep semiconductor and operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Boeing Company | Director | Since Apr 2020 | Independent Chair since Mar 2024 |
| Consello Group | Senior Advisor | Since 2021 (post-Qualcomm service) | Financial services advisory and strategic investing platform |
Board Governance
- Independence: Determined independent under NYSE rules; Lead Independent Director is Ellen J. Kullman .
- Committee assignments: Member, Compensation Committee (committee is fully independent; Chair: Lynn Vojvodich Radakovich) .
- Sponsor rights: As part of Dell’s controlled company structure, MD stockholders have committee representation rights; Mollenkopf serves on the Compensation Committee as the MD stockholders’ nominee (non-Audit committees) .
- Attendance: In FY2025, Board met 4x; Compensation Committee met 4x; each director attended at least 75% of meetings during periods of service .
- Controlled company: Dell is a “controlled company” under NYSE rules (Michael Dell >50% voting power) but voluntarily maintains majority-independent board and fully independent compensation and nominating committees .
Fixed Compensation
Director compensation program (FY2025): $100,000 annual cash retainer; $225,000 annual equity retainer (RSUs/DSUs); $25,000 additional chair retainer (if applicable); $40,000 Lead Independent Director retainer (if applicable). Directors may elect cash in vested shares/DSUs; equity retainer can be DSUs; equity awards typically vest on the first anniversary of the prior annual meeting; DSUs settle upon end of board service or change in control; directors receive indemnification, liability insurance, and reasonable expense reimbursement including company aircraft for board travel .
| Component (FY2025) | Amount | Form/Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Elected 100% into deferred stock units |
| Equity retainer (grant-date fair value) | $224,905 | Deferred stock units; valuation based on $115.99 closing price on Sept 18, 2024 |
| Committee chair retainer | $0 | Not a chair |
| Lead Independent Director retainer | $0 | Not Lead Independent Director |
| Total FY2025 director pay | $324,905 | Per director compensation table |
Performance Compensation
Dell’s Compensation Committee (including Mollenkopf as a member) oversees executive incentive design. FY2025 annual cash bonus (IBP) metrics and outcomes used for named executive officers were:
| Metric | Weight | Threshold | Target (Plan) | Maximum (Above Plan) | Actual FY2025 | IBP Modifier |
|---|---|---|---|---|---|---|
| Non-GAAP Net Revenue ($B) | 40% | 83.1 | 92.4 | 113.1 | 92.0 | 110% |
| Non-GAAP Operating Income ($B) | 60% | 7.3 | 8.1 | 9.9 | 8.6 | 110% |
Relative TSR (S&P 500 Info Tech peer) is used at 50% weight in executive PSUs, with 25th/50th/85th percentile mapping to 50%/100%/200% of target .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| The Boeing Company | Director; Independent Chair | No compensation committee interlocks in FY2025; Dell reports no interlocks/insider participation among its Compensation Committee members . |
| Qualcomm (prior) | Director (Dec 2013–Jun 2021) | Prior directorship disclosed in biography . |
Expertise & Qualifications
- Technology industry, emerging technologies, manufacturing/operations, capital allocation/M&A; risk management; international experience .
- Leadership and public company board experience .
Equity Ownership
| Holding Type | Quantity | Notes |
|---|---|---|
| Beneficial ownership (Class C common) | 7,544 shares | Comprised of deferred stock units vesting within 60 days; <1% of outstanding . |
| Outstanding RSUs (director) | 0 | Director outstanding units listed; Mollenkopf shows DSUs only . |
| Pledging/Hedging | Prohibited by policy | Company policy prohibits hedging, margin accounts, and pledging for directors/officers/employees . |
Governance Assessment
- Board effectiveness: Addition of Mollenkopf increased independent representation to 75%; board established Lead Independent Director, rotated Group IV director among independents, and constituted fully independent Compensation and Nominating & Governance Committees—enhancements aligned with shareholder feedback .
- Independence and conflicts: Mollenkopf is independent, but serves on Compensation Committee as MD stockholders’ nominee under sponsor agreements. While committees remain fully independent, sponsor representation rights are a governance complexity in a controlled company structure .
- Engagement/attendance: Compensation Committee met 4x; Board 4x; Mollenkopf met the ≥75% attendance threshold (all directors did) .
- Director pay/ownership alignment: Compensation delivered via cash and DSUs, with Mollenkopf electing 100% of cash into DSUs. However, Dell has no director ownership guidelines; beneficial ownership remains immaterial (<1%), which may limit “skin-in-the-game” alignment relative to companies with formal director ownership requirements .
- Compensation governance: Independent consultant (Pay Governance) engaged by the Compensation Committee with no conflicts; robust recovery (clawback) policy adopted per NYSE 10D-1; FY2024 say‑on‑pay support ~99%—a positive signal on compensation oversight .
- Risk indicators: No compensation committee interlocks or related-party relationships requiring disclosure for committee members; company-wide policy prohibits hedging/pledging; controlled structure persists (potential perception risk), but company voluntarily exceeds some NYSE independence requirements .
Related-party exposure: None disclosed specific to Mollenkopf. Sponsor agreements grant MD and SLP stockholders director nomination and committee representation rights; Mollenkopf is designated by the MD stockholders for nomination, and serves as MD nominee on Compensation .