Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On June 16, 2021, Dell Technologies Inc. (the "Company") announced the
appointment of Anthony Charles Whitten as its Co-Chief Operating Officer, a
newly created position, effective as of August 16, 2021 (the "Start Date"). The
title of Jeffrey Clarke, the Company's current Vice Chairman and Chief Operating
Officer, will change to Vice Chairman and Co-Chief Operating Officer.
Mr. Whitten, age 44, will resign in July 2021 from his positions as a Senior
Partner and a member of the board of directors of Bain & Company ("Bain"), a
global management consulting firm. Mr. Whitten began his career at Bain in 1998
and was elected to the partnership in 2010. Mr. Whitten has been a member of
Bain's board of directors since 2018, and has served as managing partner for
Bain Southwest, in which capacity he oversees the firm's Dallas, Houston and
Austin offices, since 2016. During his service at Bain, Mr. Whitten has
contributed to the firm's Transformation, Strategy, Performance Improvement,
Supply Chain Management and Mergers & Acquisitions practices. At Bain, Mr.
Whitten has focused exclusively on the technology sector since 2009 and has led
assignments across a range of hardware, software, solutions and services market
segments, including working alongside the Company's leadership in an advisory
capacity to the Company for over ten years.
In connection with Mr. Whitten's appointment as Co-Chief Operating Officer, in
which position he will serve as a principal operating officer of the Company,
the Company entered into an offer letter with Mr. Whitten (the "Offer Letter"),
setting forth specified terms of Mr. Whitten's compensation, including the
following:
•an annual base salary of $900,000;
•eligibility for a target annual bonus in an amount equal to 150% of Mr.
Whitten's base salary under the Company's Incentive Bonus Plan, pro-rated for
the fiscal year ending January 28, 2022 ("fiscal 2022"), calculated from the
Start Date, under which any payout for fiscal 2022 and any subsequent fiscal
year will be subject to the satisfaction of performance conditions established
by the Nominating and Governance Committee of the Company's Board of Directors
which acts as the compensation committee of the Board; and
•a New Hire cash bonus of $5,000,000, subject to repayment on a pro-rated basis
if, during the 24 months following the commencement of his employment, Mr.
Whitten resigns without "Good Reason" or Dell terminates his employment for
"Cause" (each as defined in the Offer Letter).
In accordance with the Offer Letter, the Company's Board of Directors approved
the grant to Mr. Whitten, effective as of the Start Date, of a new hire equity
award (the "New Hire Equity Award") in the form of time-based restricted stock
units ("RSUs") that settle in the Company's Class C common stock with an
aggregate grant date value of $45,000,000. The RSUs will be issued under the
Company's 2013 Stock Incentive Plan and are specified to vest in equal annual
installments over a five-year period beginning on the first anniversary of the
Start Date.
The Offer Letter provides that, beginning in calendar year 2022, Mr. Whitten
will receive annual time-based and/or performance-based equity long-term
incentive awards in the same target amount and subject to the same terms and
performance criteria as those applicable to other Company employees at a similar
level, subject to any future changes that the Company may make in good faith to
its long-term incentive program.
In connection with Mr. Whitten's appointment as Co-Chief Operating Officer,
effective as of the Start Date, the Company will enter into each of the
following agreements with Mr. Whitten:
•Award Agreement for New Hire Equity Award: The Company will enter into a
restricted stock unit award agreement with Mr. Whitten relating to the New Hire
Equity Award. The agreement will provide that, among other matters, if Mr.
Whitten's employment is terminated (1) by the Company without "Cause" (as
defined in the agreement), (2) by Mr. Whitten for "Good Reason" (as defined in
the agreement) or (c) by reason of Mr. Whitten's death or disability, all
then-outstanding RSUs granted under the award will continue to vest in
accordance with their existing vesting schedule subject to compliance with the
terms of agreement.
•Protection of Sensitive Information, Noncompetition and Nonsolicitation
Agreement: Under the agreement, (1) during the period beginning on the Start
Date and ending on August 15, 2026, if Mr. Whitten's employment is terminated
for any reason, Mr. Whitten's entitlement to severance or other termination or
post-termination payments, if any, will be governed by Mr. Whitten's award
agreement relating to the New Hire Equity Award, as described above, and (2) on
or after August 16, 2026, if Mr. Whitten's employment is terminated by the
Company without "Cause" or Mr. Whitten resigns for "Good Reason" (each as
defined in the agreement), the Company will pay to Mr. Whitten an amount equal
to three years' base salary. The agreement will obligate Mr. Whitten to comply
with specified non-competition, non-solicitation and related obligations for a
period of 12 months following any termination of his employment.
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•Indemnification Agreement: The Company will enter into an indemnification
agreement with Mr. Whitten in substantially the same form as the indemnification
agreement it has entered into with the Company's other executive officers. These
agreements afford the executive officers contractual assurances regarding the
scope of their indemnification and provide procedures for the determination of
their right to receive indemnification and to receive reimbursement of expenses
as incurred in connection with any related legal proceedings.
Mr. Whitten will be eligible to participate in severance, retirement, welfare
and benefit plans and programs generally available to other similarly-situated
employees of the Company.
(e) On June 15, 2021, the Nominating and Governance Committee of the Company's
Board of Directors approved an increase in the fiscal 2022 target annual bonus
under the Company's Incentive Bonus Plan for Jeffrey Clarke, whose title will be
changed to Vice Chairman and Co-Chief Operating Officer as indicated above. The
target bonus was increased from 100% of Mr. Clarke's base salary to 150% of his
base salary.
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DELL TECHNOLOGIES INC. 
