William Green
Director at DELL
Board
About William D. Green
William D. Green (age 71) has served on Dell Technologies’ Board since September 2016 and is an independent director under NYSE rules. He is the former Chairman (2006–2013) and CEO (2004–2010) of Accenture plc and is Dell’s Audit Committee Chair; the Board has determined he qualifies as an “audit committee financial expert.” His background includes extensive leadership, technology industry experience, finance and international business expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Chairman of the Board | Aug 2006–Feb 2013 | Led governance and strategy of a global consulting leader |
| Accenture plc | Chief Executive Officer | Sep 2004–Dec 2010 | Drove operating performance and global expansion |
| Accenture plc | Partner | Elected 1986 | Senior leadership track record |
| EMC Corporation | Director; Independent Lead Director | Director: Jul 2013–Aug 2016; Lead: Feb 2015–Aug 2016 | Pre-merger oversight ahead of EMC’s acquisition by Dell Technologies |
| GTY Technology Holdings Inc. | Co-CEO and Co-Chair | Sep 2016–Feb 2019 | Executive leadership in public sector SaaS |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GTY Technology Holdings Inc. | Director; Chairman of the Board | Chairman since Mar 2020 | Current public company board leadership |
| S&P Global Inc. | Director | Current | Major financial data provider board seat |
| Inovalon Holdings, Inc. | Director | 2016–Nov 2021 | Prior public company board |
Board Governance
- Committee assignments: Audit Committee Chair; committee is fully independent; Green is the committee’s “financial expert.”
- Independence: The Board affirmed Green’s independence under NYSE standards.
- Attendance and engagement: In Fiscal 2025, the Board met 4 times; Audit met 8, Compensation 4, Nominating and Governance 2. Each director attended at least 75% of meetings during their service.
- Nomination dynamics: Under Sponsor Stockholders Agreements, Green was designated for nomination by MD stockholders; Class C holders elect the Group IV director separately.
Fixed Compensation
| Component | Amount/Terms | Fiscal Year | Notes |
|---|---|---|---|
| Annual cash retainer (independent director) | $100,000 | FY2025 | Standard director cash retainer |
| Committee chair retainer | $25,000 | FY2025 | For chair service; Green as Audit Chair |
| Lead Independent Director retainer | $40,000 | FY2025 | Applies only to Lead Independent Director (not Green) |
| Annual equity retainer | $225,000 in RSUs (settle in Class C) | FY2025 | Directors may elect DSUs; 1-year vest schedule |
| William D. Green – fees earned | $125,000 | FY2025 | Cash retainer + chair retainer |
| William D. Green – stock awards (grant-date fair value) | $224,905 | FY2025 | RSUs/DSUs valued at $115.99 grant price on Sep 18, 2024 |
| William D. Green – total director comp | $349,905 | FY2025 | Sum of fees + stock awards |
| Elections (form of payment) | 100% of annual cash retainer and chair retainer in vested Class C shares | FY2025 | Equity and DSU election mechanics disclosed |
Performance Compensation
- Directors do not have performance-based cash incentives or PSU metrics; compensation is retainer-based with RSUs/DSUs.
- Equity award mechanics and vesting:
- RSUs/DSUs granted under the 2023 Stock Incentive Plan; standard vest in full on the first anniversary of the prior annual meeting (for FY2025 grants, vest on June 27, 2025).
- Deferred stock units settle at Board service termination or change in control.
- Vesting acceleration on death/disability, termination without cause, or change in control.
- Dividend equivalent rights accrue on RSUs/DSUs (paid in cash upon vesting).
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Notes |
|---|---|---|
| GTY Technology Holdings Inc. | Public | Green serves as Chairman; no Dell-related transactions disclosed with GTY. |
| S&P Global Inc. | Public | Board member; no Dell-related transactions disclosed with S&P Global. |
| Controlled company context | Governance | MD and SLP stockholders retain nomination rights; SLP waived committee representation on Compensation and Nominating/Governance committees. |
Expertise & Qualifications
- Audit committee financial expert; deep finance and reporting literacy.
- Leadership and operating experience as Chairman/CEO of Accenture; technology industry expertise; international experience.
- Risk management oversight through Audit Committee responsibilities (financial reporting, cybersecurity, related-party transactions, pre-approval of auditor services).
Equity Ownership
| Holder | Class C Shares Beneficially Owned | Ownership % | Components/Breakdown |
|---|---|---|---|
| William D. Green | 317,781 | <1% | Includes 272,736 vested options; 5,223 DSUs vesting within 60 days of Apr 30, 2025 |
| Outstanding RSUs (as of Jan 31, 2025) | — | — | Green had 5,223 outstanding DSUs; no outstanding RSUs |
- Policy on hedging/pledging: Dell prohibits hedging and pledging of company securities, including by directors; the administrator may grant case-by-case waivers.
- Stock ownership guidelines: The Board has not adopted stock ownership requirements for directors or executive officers.
Governance Assessment
- Strengths for investor confidence:
- Independent Audit Chair with “financial expert” designation; robust audit charter and pre-approval controls; Audit Committee oversees related-party transactions and cybersecurity risk.
- High engagement: committee meeting cadence and ≥75% attendance across directors; structured executive sessions of independent directors each Board meeting.
- Alignment signals: Green elected to receive 100% of his cash and chair retainers in stock; annual equity retainer in DSUs promotes longer-term alignment.
- Potential concerns and mitigants:
- Controlled company status and sponsor nomination rights (MD/SLP) may limit full minority shareholder influence over Board composition; mitigated by 75% independent Board and fully independent Compensation and Nominating/Governance committees.
- No director stock ownership guidelines—could be viewed as weaker formal alignment; mitigated by equity retainer, DSU elections, and prohibition on hedging/pledging.
- Related-party transactions: disclosed processes under Audit Committee oversight; FY2025 related transactions primarily involved Mr. Dell and an Egon Durban–affiliated sponsorship; none disclosed involving Green.
Say-on-pay context (executive compensation program, not director pay): 2024 say‑on‑pay received ~99% support, indicating broad investor approval of compensation governance; the Board continues investor engagement and disclosures.
Director Compensation Detail (FY2025)
| Metric | William D. Green ($) |
|---|---|
| Fees earned/paid in cash | 125,000 |
| Stock awards (grant-date fair value) | 224,905 |
| Total | 349,905 |
| Grant pricing basis | $115.99 Class C closing price on Sep 18, 2024 |
| Form of cash election | 100% as vested Class C shares |
Meetings & Attendance (FY2025)
| Body | Meetings Held |
|---|---|
| Board | 4 |
| Audit Committee | 8 |
| Compensation Committee | 4 |
| Nominating & Governance Committee | 2 |
| Attendance threshold met | Each director ≥75% |
Committee Assignments (as of May 16, 2025)
| Director | Audit | Compensation | Nominating & Governance | Independent |
|---|---|---|---|---|
| William D. Green | Chair | — | — | ✓ |
Award Mechanics (Directors)
| Feature | Term |
|---|---|
| RSU vesting | Full vesting on first anniversary of annual meeting preceding grant (FY2025: June 27, 2025) |
| DSU settlement | Upon Board service termination or change in control |
| Acceleration | Death/disability, termination without cause, or change in control |
| Dividend equivalents | Accrue and paid in cash at vesting |