8-KLeadership Changes

Dell Technologies Inc. 8-K Report, Executive Changes (Sep 30, 2021)

Filed September 30, 2021For Securities:DELL

Summary

Dell Technologies Inc. announced on September 30, 2021, an expansion of its Board of Directors from seven to eight members with the appointment of David Grain. Mr. Grain brings extensive experience in the media, communications, and private equity sectors, having founded Grain Management, LLC, and holding previous leadership roles at Global Signal, Inc. and AT&T Broadband. His appointment as an independent director is intended to enhance the board's expertise and oversight. Investors should note that Mr. Grain's compensation for his directorship will follow the company's established program for independent directors. This includes a $100,000 cash retainer and a $225,000 equity retainer in the form of restricted stock units, with both components elected to be received as deferred stock units that vest in June 2022. The appointment of an experienced independent director like Mr. Grain can be viewed positively as it potentially strengthens corporate governance.

Key Highlights

  • 1Dell Technologies Inc. appointed David Grain to its Board of Directors, increasing the board size to eight members.
  • 2Mr. Grain's appointment is effective September 30, 2021, and he will serve as a Group I director with a term expiring at the 2022 annual meeting.
  • 3Mr. Grain possesses significant experience as the founder and CEO of Grain Management, LLC, and prior roles in telecommunications and media with companies like Global Signal, Inc. and AT&T Broadband.
  • 4The Board has determined that Mr. Grain qualifies as an independent director under NYSE requirements.
  • 5Mr. Grain will receive compensation consistent with the company's independent director program, including a $100,000 cash retainer and a $225,000 equity retainer in restricted stock units.
  • 6Both retainers have been elected by Mr. Grain to be received as deferred stock units that vest on June 22, 2022.
  • 7Mr. Grain has not yet been appointed to any board committees.

Frequently Asked Questions

David Grain is the founder and CEO of Grain Management, LLC, a private equity firm focused on media and communications. He was appointed to Dell's Board of Directors to fill a newly created position and brings significant expertise in the telecommunications, media, and technology sectors, enhancing the board's collective experience and independent oversight.

Mr. Grain will participate in Dell's independent director compensation program. This includes an annual cash retainer of $100,000 and an equity retainer valued at $225,000 in restricted stock units. He has elected to receive both as deferred stock units that vest on June 22, 2022.

Yes, the Board of Directors has determined that Mr. Grain qualifies as an independent director in accordance with the requirements of the New York Stock Exchange.

The appointment of an experienced independent director like David Grain can be seen as a positive development for Dell's corporate governance. His background in finance, private equity, and the technology/telecom sectors can provide valuable strategic guidance and strengthen the board's oversight capabilities.