8-KLeadership Changes

Dell Technologies Inc. 8-K Report, Executive Changes (Jun 16, 2021)

Filed June 16, 2021For Securities:DELL

Summary

Dell Technologies Inc. (DELL) announced a significant leadership change with the appointment of Anthony Charles Whitten as Co-Chief Operating Officer, effective August 16, 2021. This newly created role will see Mr. Whitten sharing operational leadership with the existing Vice Chairman and Co-Chief Operating Officer, Jeffrey Clarke. Mr. Whitten brings extensive experience from Bain & Company, where he served as a Senior Partner and board member, with a strong focus on the technology sector and a decade-long advisory relationship with Dell. His appointment signals a strategic move to bolster operational expertise at the executive level. In conjunction with his appointment, Mr. Whitten will receive a substantial compensation package, including a $900,000 base salary, eligibility for a 150% target annual bonus, a $5 million new hire cash bonus, and a $45 million new hire equity award in restricted stock units (RSUs) vesting over five years. Jeffrey Clarke's target annual bonus under the Incentive Bonus Plan will also be increased to 150% of his base salary for fiscal year 2022. These executive compensation adjustments and the new COO appointment are key focuses for investors monitoring Dell's strategic direction and executive team.

Key Highlights

  • 1Appointment of Anthony Charles Whitten as Co-Chief Operating Officer, a new role, effective August 16, 2021.
  • 2Jeffrey Clarke's title will change to Vice Chairman and Co-Chief Operating Officer, sharing operational leadership.
  • 3Anthony Whitten joins Dell with over 10 years of advisory experience from Bain & Company, specializing in the technology sector.
  • 4Mr. Whitten's new hire compensation package includes a $900,000 base salary, a $5 million cash bonus, and a $45 million equity award (RSUs) vesting over five years.
  • 5Mr. Whitten is eligible for an annual bonus targeting 150% of his base salary, subject to performance conditions.
  • 6Jeffrey Clarke's target annual bonus for fiscal year 2022 has been increased from 100% to 150% of his base salary.
  • 7Dell will enter into standard agreements with Mr. Whitten, including those related to equity awards, information protection, non-competition/solicitation, and indemnification.

Frequently Asked Questions

Anthony Charles Whitten's appointment to the newly created Co-Chief Operating Officer position signifies Dell's focus on strengthening its operational leadership. His extensive experience from Bain & Company, including a decade of advising Dell, suggests a strategic infusion of operational expertise into the executive team. This move could indicate a push for further operational efficiency, transformation, or growth initiatives.

Mr. Whitten's compensation is substantial and includes a base salary of $900,000, a new hire cash bonus of $5 million (subject to clawback provisions if he leaves without "Good Reason" within 24 months), and a new hire equity award valued at $45 million in restricted stock units (RSUs) that vest over five years. He is also eligible for an annual bonus targeting 150% of his base salary.

Jeffrey Clarke will now serve as Vice Chairman and Co-Chief Operating Officer, sharing operational responsibilities with Mr. Whitten. Additionally, his target annual bonus for fiscal year 2022 under the Incentive Bonus Plan has been increased from 100% to 150% of his base salary, aligning his potential compensation with his expanded or shared leadership role.

Yes, there are several conditions. The $5 million new hire cash bonus is repayable on a pro-rated basis if Mr. Whitten resigns without "Good Reason" or if Dell terminates his employment for "Cause" within the first 24 months. The $45 million RSU award has a five-year vesting schedule, and specific agreements regarding protection of sensitive information, non-competition, and non-solicitation for 12 months post-employment are in place. Severance terms are also outlined, including potential payouts based on termination reasons and circumstances.