DEF 14A of Dell Technologies Inc., May 10, 2023

DEF 14A of Dell Technologies Inc.

Filed May 10, 2023 · FY20230001193125-23-140722

Open on EDGAR

  1. Richard J. Rothberg

    | Compensation of Executive Officers | 51 | | Fiscal 2023 Summary Compensation Table | 51 | | All Other Compensation Table | 52 | | Grants of Plan-Based Awards in Fiscal 2023 | 53 | | Outstanding Equity Awards at End of Fiscal 2023 | 55 | | Option Exercises and Stock Vested | 56 | | 2013 Stock Incentive Plan | 56 | | Other Benefit Plans | 56 | | Potential Payments Upon Termination of Employment or Change in Control | 57 | | Pay Ratio Disclosure | 58 | | Pay Versus Performance Disclosure | 59 | | Report of the Audit Committee | 64 | | Security Ownership of Certain Beneficial Owners and Management | 65 | | Transactions With Related Persons | 68 | | Policy for Review and Approval of Transactions With Related Persons | 68 | | Transactions With Michael S. Dell and Other Related Persons | 69 | | Transactions With VMware | 69 | | Transactions With Other Principal Stockholders | 71 | | Relationships and Transactions Under Other Stockholder Agreements and Arrangements | 71 | | Other Transactions | 72 | | Questions and Answers About the Annual Meeting | 74 | | Additional Information | 82 | | Director Nomination Process | 82 | | Stockholder Proposals for Next Year’s Annual Meeting | 83 | | Stockholders Sharing the Same Last Name and Address | 84 | | Availability of Annual Report on Form 10-K | 84 | | Other Matters | 84 | | Annex A – Selected Definitions | A-1 | | Annex B – Dell Technologies Inc. 2023 Stock Incentive Plan | B-1 | | Annex C – Reconciliation of Non-GAAP Financial Measures | C-1 |

  2. Richard J. Rothberg

    Summary Information This summary highlights information contained elsewhere in this proxy statement. For more complete information, we encourage you to review the entire proxy statement and Dell Technologies’ annual report on Form 10-K for the fiscal year ended February 3, 2023. The Notice of Internet Availability of Proxy Materials is first being distributed to stockholders on or about May 10, 2023. On or about May 17, 2023, we will begin mailing a full set of proxy materials to some of our stockholders. All references to “Dell Technologies,” “we,” “us,” “our” and “Company” in this proxy statement refer to Dell Technologies Inc. Annual Meeting of Stockholders

  3. Richard J. Rothberg

    | Date: | Tuesday, June 20, 2023 | | | | | Time: | 12:00 p.m., Central Time | | | | | Record Date: | April 26, 2023 | | | | | Webcast: | The meeting can be accessed by visiting www.virtualshareholdermeeting.com/DELL2023, where you will be able to listen to the meeting live, submit questions and vote online. | | | | | Voting Methods: | | | | | | | | | | | | Submit your proxy or voting instructions by internet | Submit your proxy by mobile device | Submit your proxy or voting instructions by telephone | Submit your proxy or voting instructions by mail | Submit your vote online during the meeting | | Go to www.proxyvote.com and enter the 16 digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. | Scan this QR code to vote with your mobile device. You will need the 16 digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. | Call the number on your proxy card or voting instruction form. You will need the 16 digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. | Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed, postage-paid envelope. | See instructions in the section captioned “Webcast” above regarding attendance at the virtual annual meeting to vote online. You will need the 16 digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. |

  4. Richard J. Rothberg

    We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs. Meeting Proposals and Voting Recommendations

  5. Richard J. Rothberg

    | Meeting Proposals | Board Recommendation | Page | | Election of the seven nominees for Group I director and the nominee for Group IV director as specified in this proxy statement | FOR ALL NOMINEES | 7 | | Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2024 | FOR | 23 | | Non-binding, advisory vote to approve named executive officer compensation as disclosed in this proxy statement, or Say-on-Pay | FOR | 25 | | Non-binding, advisory vote on whether Dell Technologies should hold a Say-on-Pay advisory vote every 1 year, every 2 years or every 3 years, or Say-on-Pay Frequency | FOR EVERY 1 YEAR | 26 | | Vote to approve the Dell Technologies Inc. 2023 Stock Incentive Plan | FOR | 27 |

  6. Richard J. Rothberg

    Except as indicated below with respect to Proposal 1, our outstanding series of Class A common stock, Class B common stock and Class C common stock will vote together as a single class on the meeting proposals and on any other business that properly comes before the stockholders for a vote at the meeting. Election of Director Nominees (Proposal 1) Of the eight director nominees, seven nominees will be elected as Group I directors by the holders of the shares of all outstanding series of our common stock, voting together as a single class. The remaining director nominee will be elected as the Group IV director by the holders of our outstanding Class C common stock, voting separately as a series. As discussed below under “Proposal 1 — Election of Directors,” the Board of Directors, or Board, is asking holders of our Class A common stock, Class B common stock and Class C common stock to vote “FOR” the election of each of the seven Group I director nominees listed below and holders of our Class C common stock to vote “FOR” the election of the Group IV director nominee listed below. Each nominee will be elected for a term commencing on the date of the nominee’s election and ending on the date on which the nominee’s successor is elected and qualified. Set forth below is summary information about each director nominee.

  7. Richard J. Rothberg

    | Nominee and Principal Occupation | | Director Group | Age | Director Since | Independent | Current Committee Membership | Skills and Experience | | | Michael S. Dell Chairman and Chief Executive Officer of Dell Technologies Inc. | I | 58 | 2013 | | | | | | David W. Dorman Founding Partner of Centerview Capital Technology | I | 69 | 2016 | ✓ | • Nominating and Governance | | | | Egon Durban Co-CEO of Silver Lake | I | 49 | 2013 | | | | | | David Grain Founder and Chief Executive Officer of Grain Management LLC | I | 60 | 2021 | ✓ | | | | | William D. Green Former Chairman of Accenture plc | I | 69 | 2016 | ✓ | • Audit (Chair) | | | | Ellen J. Kullman – Lead Independent Director Executive Chair of Carbon, Inc. | IV | 67 | 2016 | ✓ | • Nominating and Governance (Chair) • Audit | | | | Simon Patterson Managing Director of Silver Lake | I | 50 | 2013 | | | | | | Lynn Vojvodich Radakovich Former Executive Vice President and Chief Marketing Officer of Salesforce.com, Inc. | I | 55 | 2019 | ✓ | • Audit | |

  8. Richard J. Rothberg

    | | Leadership Experience | | Financial Literacy | | Global Experience | | | Public Company Board Experience | | Technology Industry Experience | | Risk Management |

  9. Richard J. Rothberg

    Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2) The Board is asking you to vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for our fiscal year ending February 2, 2024, or Fiscal 2024. All PwC fees incurred in connection with professional services rendered to Dell Technologies during our fiscal year ended February 3, 2023, or Fiscal 2023, and January 28, 2022, or Fiscal 2022, are summarized under “Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.” Say-on-Pay Vote (Proposal 3) The Board is asking you to vote, on a non-binding, advisory basis, “FOR” the approval of the compensation of our named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures beginning on page 39. The Nominating and Governance Committee and the Board value the views of the Company’s stockholders and will take the outcome of the advisory vote into account when considering future executive compensation matters. Say-on-Pay Frequency (Proposal 4) The Board is asking you to vote, on a non-binding, advisory basis, on whether future non-binding, advisory votes on the compensation of our named executive officers as disclosed in the Company’s annual proxy statement should be held every 1 year, every 2 years or every 3 years. The Board unanimously recommends that stockholders vote “FOR” “Every 1 year” as the frequency with which Dell Technologies should hold this vote. Approval of the Dell Technologies Inc. 2023 Stock Incentive Plan (Proposal 5) The Board is asking you to vote “FOR” approval of the Dell Technologies Inc. 2023 Stock Incentive Plan, as described under “Proposal 5 — Approval of the Dell Technologies Inc. 2023 Stock Incentive Plan.” Stockholder Proposals for 2024 Annual Meeting of Stockholders

  10. Richard J. Rothberg

    | • | Deadline for stockholder proposals to be included in our 2024 proxy statement: January 11, 2024 |

  11. Richard J. Rothberg

    | • | Deadline for proposed business and nominations for director that will not be included in our 2024 proxy statement: February 21, 2024 – March 22, 2024 |

  12. Richard J. Rothberg

    | • | Deadline for notice under the universal proxy rules of the Securities and Exchange Commission, or SEC, for solicitation of proxies in connection with our 2024 annual meeting in support of director nominees other than the Company’s nominees: April 21, 2024 |

  13. Richard J. Rothberg

    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on Tuesday, June 20, 2023: The accompanying Notice of Annual Meeting of Stockholders, proxy statement, form of proxy card and Dell Technologies Annual Report on Form 10-K for the fiscal year ended February 3, 2023 are available electronically on our website at http://investors.delltechnologies.com under the News & Events – Upcoming Events section and at www.proxyvote.com.

  14. Richard J. Rothberg

    | Environmental, Social and Governance (ESG) |

  15. Richard J. Rothberg

    At Dell Technologies, our purpose is to create technologies that drive human progress, putting our technology, scale and expertise to work where it can do the most good for both people and the planet. We recognize that all our stakeholders – stockholders, customers, suppliers, employees, and communities – as well as the environment and society, are essential to our business. We take our opportunity and responsibility to create positive impact seriously, making effective governance and transparency an essential part of our Environmental, Social and Governance, or ESG, strategy. Our Board of Directors oversees the establishment and maintenance of our governance, compliance and risk oversight processes and procedures to promote the conduct of our business with the highest standards of responsibility, ethics and integrity. Our governance framework includes regular updates to the Board of Directors, incorporates ESG goals and metrics into the Company’s overall strategy and involves management committees, including an ESG Steering Committee, charged with the development and achievement of Dell Technologies’ long-term ESG strategy. The ESG Steering Committee is also responsible for monitoring and supporting Dell’s progress towards achieving the established ESG goals and other related ESG priorities as well as ensuring compliance with regulations. To ensure an integrated perspective and approach to ESG, these management committees are composed of members from various teams across the Company, including representatives from the following functions: sustainability, diversity and inclusion, human resources, giving and social innovation, ethics and compliance, security and privacy, products and services, supply chain, corporate affairs, government affairs, internal audit, legal, risk management, investor relations, and accounting and finance. Together, these governance bodies develop, manage and measure our ESG strategy and progress. We are committed to transparency in our effort to drive human progress, and we regularly evaluate the quality and effectiveness of our ESG reporting based on feedback from our stockholders and other stakeholders and conduct a review of other external reporting frameworks. We publish detailed, three-year performance trends on key metrics and on key topics, including within our annual ESG Report, available on the ESG & Impact page of our website. This reporting promotes accountability and allows our stakeholders to follow our progress in achieving our goals. We complement this information with online indexes to the Global Reporting Initiative’s (GRI) standards, the World Economic Forum’s (WEF) Stakeholder Capitalism Metrics, the Climate Disclosure Project (CDP), the Task Force on Climate-Related Financial Disclosure (TCFD), and the Sustainability Accounting Standards Board (SASB) standards. Our ESG goals represent an extension of our purpose as a company – to drive human progress. These goals guide impact strategies as we approach the year 2030 and beyond. To drive measurable impact, goals must reflect where we have the biggest opportunity to drive meaningful change. We constantly evaluate our goals and targets with that lens. Our plan is to activate change in the critical areas of advancing sustainability, cultivating inclusion, transforming lives, and upholding ethics and privacy.

  16. Richard J. Rothberg

    | • | Advancing Sustainability – We believe we have a responsibility to protect and enrich our planet together with our customers, suppliers, and communities. We continue to prioritize sustainability across our business ecosystem, valuing natural resources and seeking to minimize our impact. With the power of our global supply chain, Dell Technologies pursues the highest standards of sustainability and ethical practices. |

  17. Richard J. Rothberg

    | • | Cultivating Inclusion – We view diversity and inclusion as a business imperative that will enable us to build and empower our future workforce and we strive to cultivate inclusion for our team members, customers, and communities. It is essential that our workforce be fully representative of the diversity in our global customer base. Further, we believe that diversity of leadership increases innovation and ensures that company decisions reflect a wide variety of perspectives. |

  18. Richard J. Rothberg

    | • | Transforming Lives – We believe our scale, support, and the innovative application of our portfolio can play an important role in advancing fundamental human rights and addressing complex societal challenges, including improving health, education, and economic opportunities for the underserved. We endeavor to harness the power of technology to create a future that is capable of realizing human potential. |

  19. Richard J. Rothberg

    | • | Upholding Ethics and Privacy – Ethics and privacy play a critical role in establishing a strong foundation for positive social impact. We are committed to ensuring that new talent and existing team members align with our ethical culture. We will |

  20. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  21. Richard J. Rothberg

    | continue to invest in our advanced privacy governance and risk-management technology and continue seeking to select, evaluate, and do business with third parties who share our level of dedication to ethics and privacy. |

  22. Richard J. Rothberg

    For more information about our commitment to making both business and societal impact, our reporting on key indicators from across our business and our 2030 ESG goals and progress, please consult our annual report on Form 10-K for Fiscal 2023 as well as the reports and content on the ESG & Impact page of our website.

  23. Richard J. Rothberg

    | Proposal 1 – Election of Directors |

  24. Richard J. Rothberg

    In this Proposal 1, the Board is asking stockholders to vote for the election of Michael S. Dell, David W. Dorman, Egon Durban, David Grain, William D. Green, Simon Patterson and Lynn Vojvodich Radakovich to the Board as Group I directors, and for the election of Ellen J. Kullman to the Board as the Group IV director. Each director nominee is currently serving as a member of our Board. Each of the seven Group I director nominees was elected to the Board at the 2022 annual meeting of stockholders and is currently serving as a Group I director. The Group IV director nominee was also elected to the Board at the 2022 annual meeting of stockholders and is currently serving as a Group IV director. Class C Vote for Group IV Director Holders of the Class C common stock, voting separately as a series, will elect the Group IV director. We added this voting provision to our certificate of incorporation in connection with the transaction, which we refer to as the Class V transaction, that we completed on December 28, 2018. In connection with that transaction, we agreed to implement certain enhancements to our corporate governance that include the right of our Class C stockholders to vote for a director independently from the holders of our other outstanding series of common stock. On the recommendation of the Nominating and Governance Committee, the Board has unanimously nominated Ellen J. Kullman for election as the Group IV director because of the perspective she brings to corporate governance from her extensive experience as a senior executive, including as a chief executive officer, and her board and committee service as an independent director of Dell Technologies and other major public companies. Mrs. Kullman currently serves as our Lead Independent Director, as chair of the Nominating and Governance Committee and as a member of the Audit Committee. Director Groups The Board is currently composed of eight members, seven of whom are Group I directors and one of whom is a Group IV director under the terms of our organizational documents. Under our certificate of incorporation, the number of Group I directors may be no fewer than three or more than 20 directors and will be determined in accordance with our bylaws. The bylaws provide that the total number of directors will be fixed by resolution of the Board and may be no fewer than three directors or more than 21 directors, provided that the number of Group I directors may be no fewer than three directors or more than 20 directors and there shall be one director acting as a Group IV director. Elections of the members of the Board are held annually at the annual meeting of stockholders. Each director is elected for a term commencing on the date of such director’s election and ending on the date on which the director’s successor is elected and qualified. Under the certificate of incorporation, each Group I director is elected annually by the holders of all series of our outstanding common stock, voting together as a single class. The Group IV director is elected annually by the holders of Class C common stock, voting separately as a series. Director Nominees The Board has nominated seven members currently serving as Group I directors for election as Group I directors at the annual meeting, and one member currently serving as a Group IV director for election as the Group IV director at the annual meeting. Each nominee has consented to be named as a nominee in this proxy statement and to serve as a director if elected. If any nominee is unavailable for election or unable to serve upon election, the Company’s proxy holders will vote the shares of common stock for which they have received validly executed proxies for any substitute nominee designated by the Board, unless the Board chooses to reduce the number of authorized directors in accordance with, and subject to the terms of, our bylaws and certificate of incorporation, or to leave unfilled the resulting vacancy on the Board.

  25. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  26. Richard J. Rothberg

    Biographical and qualification information about each of the nominees is included under “ – Director Qualifications and Information.” The Board’s recommendation of its director nominees is based on the terms of the Dell Technologies certificate of incorporation and the Sponsor Stockholders Agreements described below and on the Board’s carefully considered judgment that the qualifications and experience of the nominees, particularly in areas relevant to Dell Technologies’ strategy and operations, make them suitable candidates to serve on the Board.

  27. Richard J. Rothberg

    | | The Board of Directors unanimously recommends a vote “FOR” each of the Board’s nominees for director. |

  28. Richard J. Rothberg

    Director Qualifications and Information Director Qualifications – The Board believes that individuals who serve on the Board should have demonstrated notable or significant achievements in business, education or public service; should possess the requisite intelligence, education, experience and judgment to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and should have the highest standards of ethics and integrity, a strong sense of professionalism and intense dedication to serving the interests of Dell Technologies’ stockholders. A primary responsibility of the Nominating and Governance Committee is to assess the skills and experiences of director candidates and to propose for nomination those individuals that the committee believes will exercise effective leadership and oversight of management in pursuing Dell Technologies’ business strategy. The following are qualifications, experience and skills for Board members that are important to Dell Technologies’ current and future business:

  29. Richard J. Rothberg

    | • | Leadership Experience – Dell Technologies seeks directors who demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the Company. They demonstrate practical management experience, skills for managing change, and deep knowledge of industries, geographies and risk management strategies relevant to the Company. They have experience in identifying and developing Dell Technologies’ current and future leaders. The relevant leadership experience Dell Technologies seeks includes a past or current leadership role in a major public company or recognized privately held entity; a past or current leadership role at a prominent educational institution or senior faculty position in an area of study important or relevant to the Company; a past elected or appointed senior government position; or a past or current senior managerial or advisory position with a highly visible non-profit organization. |

  30. Richard J. Rothberg

    | • | Finance Experience – Dell Technologies believes that all directors should possess an understanding of finance and related corporate reporting processes. Dell Technologies also seeks to ensure the Board includes directors who qualify as an “audit committee financial expert,” as defined in the SEC’s rules, for potential service on the Audit Committee. Two of the members of our Audit Committee have been designated by the Board as an “audit committee financial expert.” |

  31. Richard J. Rothberg

    | • | Industry Experience – Dell Technologies seeks directors who have relevant industry experience. Dell Technologies values experience in areas in which Dell Technologies places strategic importance, including new or expanding businesses, customer segments or geographies, organic and inorganic growth strategies, and existing and new technologies; deep understanding or a special perspective concerning Dell Technologies’ business environments; and experience with, exposure to, or reputation among a broad subset of Dell Technologies’ customer base. |

  32. Richard J. Rothberg

    | • | International Experience – Dell Technologies seeks directors who have experience attained through key leadership or management roles in a global business or responsibility for non-U.S. operations. |

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    | • | Risk Management – Dell Technologies seeks directors who have experience identifying, managing, and mitigating risk in enterprise operations. |

  34. Richard J. Rothberg

    | • | Diversity of Background – Dell Technologies believes that our Board should reflect of a diversity of perspectives and backgrounds. While the Board has not established any formal diversity policy to be used to identify director nominees, when assessing a candidate’s background and experience, the Board takes into consideration a broad range of factors, including a candidate’s gender, age, race and ethnicity. |

  35. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  36. Richard J. Rothberg

    Director Matrix – The Board evaluates, selects and nominates qualified candidates for election or appointment to the Board. The matrix below shows how the director nominees contribute the various skills, experiences and perspectives the Board considers important.

  37. Richard J. Rothberg

    | Name | Leadership Experience | Public Company Board Experience | Financial Literacy | Technology Industry Experience | Global Mindset, Emerging Markets, Operational Experience | Risk Management | Diverse | | Michael S. Dell | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | David W. Dorman | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Egon Durban | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | David Grain | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | William D. Green | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Ellen J. Kullman | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Simon Patterson | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Lynn Vojvodich Radakovich | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  38. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  39. Richard J. Rothberg

    Set forth below is biographical information, as of May 10, 2023, about the persons whom the Board has nominated for election at the annual meeting and the qualifications, experience and skills the Board considered in determining that each person should serve as a director:

  40. Richard J. Rothberg

    | | | MICHAEL S. DELL Experience: Mr. Dell serves as Chairman of the Board and Chief Executive Officer of Dell Technologies. Mr. Dell served as Chief Executive Officer of Dell Inc., a wholly-owned subsidiary of Dell Technologies, from 1984 until July 2004 and resumed that role in January 2007. In 1998, Mr. Dell formed MSD Capital, L.P. for the purpose of managing his and his family’s investments, and, in 1999, he and his wife established the Michael & Susan Dell Foundation to provide philanthropic support to a variety of global causes. He is an honorary member of the Foundation Board of the World Economic Forum and is an executive committee member of the International Business Council. Mr. Dell serves as a member of the Technology CEO Council and is a member of the Business Roundtable. He also serves on the advisory board of Tsinghua University’s School of Economics and Management in Beijing, China, on the governing board of the Indian School of Business in Hyderabad, India, and as a board member of Catalyst, a non-profit organization that promotes inclusive workplaces for women. In June 2014, Mr. Dell was named the United Nations Foundation’s first Global Advocate for Entrepreneurship. Mr. Dell is also Chairman of the Board of Directors of VMware, Inc., a cloud infrastructure and digital workspace technology company that was formerly a public majority-owned subsidiary of Dell Technologies, and Non-Executive Chairman of SecureWorks Corp., a global provider of intelligence-driven information security solutions. SecureWorks Corp. is a public majority-owned subsidiary of Dell Technologies. Mr. Dell was a board member of Pivotal Software, Inc., formerly a public majority-owned subsidiary of Dell Technologies that provides a leading cloud native platform, from September 2016 until it merged with VMware, Inc. in December 2019. Qualifications: The Board selected Mr. Dell to serve as a director because of his leadership experience as founder of Dell Inc. and Chairman and Chief Executive Officer of Dell Technologies and his technology industry experience. | | Group I Director Age: 58 Director since: October 2013 | | |

  41. Richard J. Rothberg

    | | | DAVID W. DORMAN Experience: Mr. Dorman has been a Founding Partner of Centerview Capital Technology, or Centerview, a private investment firm, since July 2013. Before his association with Centerview, Mr. Dorman served as a Senior Advisor and Managing Director to Warburg Pincus LLC, a global private equity firm, from October 2006 through April 2008, and in a number of positions with AT&T Corp., or AT&T, a global telecommunications company, from 2000 to 2006. Mr. Dorman joined AT&T as President in December 2000 and was named Chairman and Chief Executive Officer in November 2002, a position he held until November 2005, and served as President and a director of AT&T from November 2005 to January 2006. Before his appointment as President of AT&T, Mr. Dorman served as Chief Executive Officer of Concert Communications Services, a global venture created by AT&T and British Telecommunications plc, from 1999 to 2000, as Chief Executive Officer of PointCast Inc., a web-based media company, from 1997 to 1999 and as Chief Executive Officer and Chairman of Pacific Bell Telephone Company from 1994 to 1997. Mr. Dorman has served as Chairman of the Board of Infoworks.io, an enterprise software company, since July 2018 and he also serves as a director of PayPal Holdings, Inc., a digital payments system operator, since July 2015. Mr. Dorman was Non-Executive Chairman of the Board of CVS Health Corporation, a pharmacy healthcare provider, from May 2011 to May 2022 and a director of CVS Health Corporation from March 2006 to May 2022. Mr. Dorman was a member of the board of directors of Expanse, Inc. (formerly Qadium), an enterprise software company, from May 2016 to December 2020 following its merger with Palo Alto Networks. He is Emeritus Trustee on the Georgia Tech Foundation Board of Trustees and is a member of the Georgia Tech Advisory Board. Qualifications: The Board selected Mr. Dorman to serve as a director because of his expertise in management, finance and strategic planning and because of his public company board and committee experience. | | Group I Director Age: 69 Director since: September 2016 Board committees: • Nominating and Governance | | |

  42. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  43. Richard J. Rothberg

    | | | EGON DURBAN Experience: Mr. Durban has been a member of the Board of Dell Technologies since the closing of Dell Inc.’s going-private transaction in October 2013. Mr. Durban is Co-CEO of Silver Lake, a global technology investment firm. Mr. Durban joined Silver Lake in 1999 as a founding principal and is based in the firm’s Menlo Park office. Mr. Durban serves on the boards of directors of Motorola Solutions, Inc., a global provider of communication infrastructure, devices, accessories, software and services, Qualtrics International Inc., a leader in customer experience management platform software, Unity Software Inc., a company that provides a real-time development platform, Endeavor Group Holdings, Inc., an entertainment, sports and content company, where he is Chairman of the board of directors, and VMware, Inc., a cloud infrastructure and digital workspace technology company that was formerly a public majority-owned subsidiary of Dell Technologies. Previously, Mr. Durban served on the boards of directors of Twitter, Inc., a social networking service, from March 2020 to October 2022, SecureWorks Corp., a public majority-owned subsidiary of Dell Technologies and a global provider of intelligence-driven information security solutions, from 2015 to May 2020 and Pivotal Software, Inc., formerly a public majority-owned subsidiary of Dell Technologies that provides a leading cloud native platform, from September 2016 until it merged with VMware, Inc. in December 2019. Mr. Durban currently serves on the Business Council and the Business Roundtable. Before joining Silver Lake, Mr. Durban worked in the investment banking division of Morgan Stanley, a global diversified financial services firm. Qualifications: The Board selected Mr. Durban to serve as a director because of his experience in technology and finance, his knowledge of and experience in global strategic leadership, and his management of multiple companies. | | Group I Director Age: 49 Director since: October 2013 | | |

  44. Richard J. Rothberg

    | | | DAVID GRAIN Experience: Mr. Grain is the founder and Chief Executive Officer of Grain Management LLC, a private equity firm focused on global investments in the media and communications sectors. Before founding Grain Management LLC in 2007, he served as the President of Global Signal, Inc., an independent wireless communication tower company, from 2002 to 2006. From 2000 to 2003, Mr. Grain served as Senior Vice President of the New England Region of AT&T Broadband, the digital video, internet and digital phone service arm of AT&T Inc., a global telecommunications company. Earlier in his career, Mr. Grain worked for over a decade in the financial services industry, most recently at Morgan Stanley, a global diversified financial services firm, from 1992 to 2000. At Morgan Stanley, he focused on the telecommunications, media and technology sectors. Mr. Grain has served since December 2012 as a director of Southern Company, a gas and utility holding company, where he is currently the lead independent director, and since January 2019 as a director of New Fortress Energy Inc., an integrated liquified natural gas company. Mr. Grain is a trustee of the Brookings Institution, a member of the advisory council of the National Museum of African American History and Culture, and a member of the board of the Martha’s Vineyard Museum. Qualifications: The Board selected Mr. Grain to serve as a director because of his leadership and operating background, his expertise in finance and risk management, and his experience as a director of publicly traded companies. | | Group I Director Age: 60 Director since: September 2021 | | |

  45. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  46. Richard J. Rothberg

    | | | WILLIAM D. GREEN Experience: Mr. Green served as a director of EMC Corporation, or EMC, from July 2013 to August 2016, before EMC was acquired by Dell Technologies, and as EMC’s independent Lead Director from February 2015 to August 2016. Mr. Green served as Chairman of the Board of Accenture plc, a global management consulting, technology services and outsourcing company, from August 2006 until his retirement in February 2013, and as Chief Executive Officer of that company from September 2004 through December 2010. He was elected as a partner of Accenture plc in 1986. Mr. Green previously served as Co-Chief Executive Officer and Co-Chairman of GTY Technology Holdings Inc., a public sector software-as-a-service (SaaS) company, from September 2016 until February 2019. Mr. Green serves as a director of GTY Technology Holdings Inc., where he has been Chairman of the board of directors since March 2020. Mr. Green is also a member of the board of directors of S&P Global Inc., a company that provides financial ratings, benchmarks, analytics and data. Mr. Green was a board member of Inovalon Holdings, Inc., a company that provides data analytics, intervention and reporting platforms to the healthcare industry, from 2016 until it merged with Ocala Bidco in November 2021 and of Pivotal Software, Inc., formerly a public majority-owned subsidiary of Dell Technologies that provides a leading cloud native platform, from August 2015 until it merged with VMware, Inc. in December 2019. Qualifications: The Board selected Mr. Green to serve as a director because of his leadership and operating experience, his understanding of the information technology industry, and his international business expertise. | | Group I Director Age: 69 Director since: September 2016 Board committees: • Audit (Chair) | | |

  47. Richard J. Rothberg

    | | | ELLEN J. KULLMAN Experience: Mrs. Kullman has been the Executive Chair of Carbon, Inc., a 3D printing company, since June 2022. Mrs. Kullman served as President and Chief Executive Officer of Carbon, Inc. from November 2019 to June 2022, and as a member of its board of directors since 2016. Mrs. Kullman previously served as Chief Executive Officer of E. I. du Pont de Nemours and Company, or DuPont, a provider of basic materials and innovative products and services for diverse industries, from January 2009 to October 2015 and as Chair of DuPont from December 2009 to October 2015. She served as President of DuPont from October 2008 to December 2008 and as Executive Vice President of DuPont from June 2006 through September 2008. Before her service in those positions, Mrs. Kullman was Group Vice President-DuPont Safety & Protection. She has served as Chair of the US-China Business Council, a member of the US-India CEO Forum and on the executive committee of the Business Council. She is a member of the National Academy of Engineering and co-chaired their Committee on Changing the Conversation: From Research to Action. Mrs. Kullman also serves as a director of Amgen Inc., a developer and manufacturer of human therapeutics, and The Goldman Sachs Group, Inc., a global investment banking, securities and investment management firm. Mrs. Kullman was a director of United Technologies Corporation, a provider of high-technology products and services to the building systems and aerospace industries, from 2011 until April 2020. She is a member of the board of trustees of Northwestern University and serves on the board of advisors of Tufts University School of Engineering. Qualifications: The Board selected Mrs. Kullman to serve as a director because of her leadership and operating experience, her experience with technology and product development, and her expertise implementing global business strategy. | | Lead Independent Director and Group IV Director Age: 67 Director since: September 2016 Board committees: • Nominating and Governance (Chair) • Audit | | |

  48. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  49. Richard J. Rothberg

    | | | SIMON PATTERSON Experience: Mr. Patterson has been a member of the Board of Dell Technologies since the closing of Dell Inc.’s going-private transaction in October 2013. Mr. Patterson is a Managing Director of Silver Lake, a global technology investment firm, which he joined in 2005. Mr. Patterson previously worked at Global Freight Exchange Limited, a logistics software company acquired by Descartes Systems Group, the Financial Times and McKinsey & Company, a global management consulting firm. Mr. Patterson serves on the boards of trustees of the Natural History Museum in London and The Royal Foundation of The Prince and Princess of Wales, where he serves as Vice Chairman. Previously, he served on the boards of directors of Tesco plc, a multinational grocery and general merchandise retailer, Intelsat S.A., a provider of integrated satellite solutions, and N Brown Group plc, a digital fashion retailer. Qualifications: The Board selected Mr. Patterson to serve as a director because of his knowledge of and experience in finance, technology and global operations. | | Group I Director Age: 50 Director since: October 2013 | | |

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    | | | LYNN VOJVODICH RADAKOVICH Experience: Ms. Vojvodich Radakovich is an advisor to start-up and growth-stage technology companies. She served as Executive Vice President and Chief Marketing Officer of Salesforce.com, Inc., or Salesforce, one of the world’s largest enterprise software companies and a global leader in customer relationship management, from September 2013 to February 2017. Before serving at Salesforce, she was a partner at the venture capital firm Andreessen Horowitz, where she helped portfolio companies accelerate their go-to-market strategies and Global 1000 companies advance their digital agendas. Ms. Vojvodich Radakovich previously held marketing leadership roles at global enterprise software companies, including Microsoft Corporation, BEA Systems, Inc. (before its acquisition by Oracle Corporation) and Terracotta Inc. (before its acquisition by Software AG). Ms. Vojvodich Radakovich began her career as a mechanical engineer working on the design and construction of Gulfstream jets and offshore oil structures, and later worked with Bain & Company, an international consulting firm. Ms. Vojvodich Radakovich currently serves on the boards of directors of Booking Holdings Inc., a global provider of online travel and related services, Ford Motor Company, and Figma, Inc., a web-based design collaboration platform. Qualifications: The Board selected Ms. Vojvodich Radakovich to serve as a director because of her leadership and operating experience, her understanding of the software industry, and her international business expertise. | | Group I Director Age: 55 Director since: April 2019 Board committees: • Audit | | |

  51. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  52. Richard J. Rothberg

    Stockholder Arrangements Certain stockholders have rights to nominate directors and obligations to vote for director nominees under the stockholders agreements described below entered into in connection with the Class V transaction referred to above. Stockholder Rights to Nominate Directors – Effective as of December 25, 2018, Dell Technologies and certain of its wholly-owned subsidiaries entered into a stockholders agreement, referred to as the MD Stockholders Agreement, with the MD stockholders (as defined in Annex A to this proxy statement), and into a stockholders agreement, referred to as the SLP Stockholders Agreement, with the SLP stockholders (as defined in Annex A to this proxy statement) and other named stockholders. We refer to the MD Stockholders Agreement and the SLP Stockholders Agreement as the Sponsor Stockholders Agreements. Under the Sponsor Stockholders Agreements, each of the MD stockholders and the SLP stockholders have the right to nominate a number of individuals for election as directors which is equal to (1) in the case where the MD stockholders and the SLP stockholders beneficially own more than 70% of the total voting power for the regular election of directors, the percentage of (x) the total voting power for the regular election of directors beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by (y) the number of directors then on the Board (and any vacancy thereon) who are not members of the Audit Committee, or (2) in the case where the MD stockholders and the SLP stockholders beneficially own 70% or less of the total voting power for the regular election of directors, the percentage of (x) the total voting power for the regular election of directors beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by (y) the number of directors then on the Board (and any vacancy thereon), in each case rounded up to the nearest whole number. Further, so long as the MD stockholders or the SLP stockholders each beneficially own at least 5% of all outstanding shares of the common stock entitled to vote generally in the election of directors, each of the MD stockholders or the SLP stockholders, as applicable, are entitled to nominate at least one individual for election to the Board as a Group I director. Of the Group I director nominees proposed for election at this annual meeting, Mr. Dell, Mr. Dorman, Mr. Green and Mr. Patterson have been designated for nomination by the MD stockholders and Mr. Durban has been designated for nomination by the SLP stockholders. The SLP Stockholders Agreement provides that, so long as the MD stockholders beneficially own, in the aggregate, common stock representing a majority of the total voting power of the outstanding common stock, the SLP stockholders will use their reasonable best efforts to expand the size of the Board to up to 21 directors at the request of the MD stockholders. In addition, under the Sponsor Stockholders Agreements, if any person nominated by the MD stockholders or the SLP stockholders ceases to serve on the Board as a Group I director for any reason (except as a result of a reduction in the applicable stockholders’ right to nominate Group I directors under the relevant Sponsor Stockholders Agreement), the stockholders who nominated such Group I director are entitled to nominate a replacement so long as the stockholders are entitled to nominate at least one Group I director to the Board at such time. Under the MD Stockholders Agreement, for so long as the MD stockholders are entitled to nominate at least one Group I director, the MD stockholders may have at least one of their nominees then serving on the Board serve on each committee of the Board (except the Audit Committee), to the extent permitted by applicable law and stock exchange rules and subject to certain exceptions. Under the SLP Stockholders Agreement, the SLP stockholders have the same right as the MD stockholders to representation on Board committees for so long as they are entitled to nominate at least one Group I director. The SLP stockholders have waived their right to have a nominee serve on the Nominating and Governance Committee. Stockholder Obligations to Vote for Director Nominees – For so long as either the MD stockholders or the SLP stockholders have the right to nominate a Group I director or Group I directors under the applicable Sponsor Stockholders Agreement, each of Dell Technologies, the MD stockholders and the SLP stockholders are obligated to nominate such Group I director or Group I directors for election as part of the slate of directors that is included in Dell Technologies’ proxy statement and to provide the highest level of support for the election of such nominees as any of the foregoing provides to any other individual standing for election as a director. Each of the MD stockholders and the SLP stockholders also are obligated to vote in favor of each Group I director nominated by the MD stockholders or the SLP stockholders in accordance with the MD Stockholders Agreement or the SLP Stockholders Agreement, as applicable, unless the SLP stockholders elect to terminate such arrangements under the SLP Stockholders Agreement. Further, under the Sponsor Stockholders Agreements, none of the MD stockholders or the SLP stockholders may nominate or support any person who is not nominated by the MD stockholders or the SLP stockholders or the then-incumbent directors of Dell Technologies.

  53. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  54. Richard J. Rothberg

    Corporate Governance Stockholder Engagement – Dell Technologies is committed to maintaining robust and regular dialogue with our stockholders, a core tenant of our governance framework. We value direct engagement with stockholders where we share updated information about our business, deepen our understanding of our investors’ priorities and gather feedback that is shared with our Board and management team to inform our decision-making.

  55. Richard J. Rothberg

    | How We Engage | Dell Technologies utilizes various channels to engage with our stockholders across topics of mutual importance throughout the year: • Quarterly earnings communications • Securities analyst meetings • Investor conference presentations • Company-hosted investor events • ESG-focused engagement with proxy voting and stewardship teams • Periodic perception studies to gauge investor sentiment • Regular meetings with current and potential stockholders and securities analysts via executive meetings, conference meetings, non-deal roadshows, and bus tours • Ongoing video, phone and e-mail communications to address investor inquiries | | What We Discuss | We discuss a range of topics relevant to our stockholders, including: long-term business strategy, performance and outlook, macroeconomic factors related to the business, capital allocation, Board composition and practices, corporate governance structure, executive compensation program, and sustainability and human capital efforts. | | Who Participates | Communications with our stockholders are led by members of our management and investor relations teams and are supported by a range of functions across Dell Technologies. Our executive team, including our CEO, participates in meetings with our stockholders throughout the year, while our independent directors meet with stockholders to discuss Board and other corporate governance matters. |

  56. Richard J. Rothberg

    More information can be found on our Investor Relations website. In Fiscal 2023, as part of our ESG and Stewardship engagement program, our engagement team contacted holders representing more than 43% of our Class C common stock. We engaged with several of our top holders, while many other stockholders acknowledged that our enhanced ESG and proxy disclosures and prior communications had provided them with sufficient information to understand our approach on key issues. Corporate Governance Principles and Codes of Conduct – The Board is committed to achieving business success and increasing long-term stockholder value with the highest standards of integrity and ethics. In that regard, the Board has adopted the Dell Technologies Corporate Governance Principles which reflect a set of core values that provide the foundation for our governance and management systems and our interactions with our stakeholders, and provide an effective corporate governance framework for the Company. In addition, the Board continues to evaluate Dell Technologies’ corporate governance policies and practices to ensure they are consistent with the Company’s focus on long-term value creation for stockholders. In connection with this effort, in recent years, the Board approved the constitution of a majority independent Board, provided for the Group IV director’s annual election solely by the holders of the Class C common stock and, early in Fiscal 2024, elected a Lead Independent Director through its independent directors and approved the reconstitution of the membership of the Nominating and Governance Committee to consist solely of independent directors. Dell Technologies also maintains and enforces a Code of Conduct that applies to all of our directors, officers, and employees, as well as a Code of Ethics for Senior Financial Officers, an Accounting Code of Conduct, an ethics and compliance program, and a comprehensive internal audit program which conducts audits in accordance with the International Standards for the Professional Practice of Internal Auditing. Copies of the Corporate Governance Principles, Code of Conduct and Code of Ethics for Senior Financial Officers can be found on our website at http://investors.delltechnologies.com under the Governance & Leadership – Governance Documents section. Controlled Company Status – Dell Technologies’ Class C common stock is listed on the New York Stock Exchange, or NYSE, under the ticker symbol “DELL.” As a result, Dell Technologies is subject to governance requirements under NYSE rules. Dell Technologies is a “controlled company” under NYSE corporate governance standards. The NYSE rules define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Dell Technologies is a controlled company on the basis of Mr. Dell’s beneficial ownership of shares of our Class A common stock and Class C common stock representing more than 50% of the voting power of our shares of common stock eligible to vote in the election of our directors.

  57. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  58. Richard J. Rothberg

    As a controlled company, Dell Technologies qualifies for exemptions from, and is entitled to elect not to comply with, certain corporate governance requirements under NYSE rules, including the requirement to have a board that is composed of a majority of independent directors and a compensation committee and a nominating/corporate governance committee that are each composed entirely of independent directors. Even though Dell Technologies is a controlled company, it is required to comply with the rules of the SEC and the NYSE relating to the membership, qualifications and operations of the Audit Committee, as discussed further below. Notwithstanding its eligibility for the exemption from these requirements, the Dell Technologies Board currently has a majority of independent directors and the Nominating and Governance Committee is now composed solely of independent directors. The Nominating and Governance Committee fulfills various of the responsibilities of a nominating/corporate governance committee and a compensation committee operated in accordance with NYSE rules. We may choose to change the composition of the Board or the Nominating and Governance Committee in the future to manage these aspects of our corporate governance fully in accordance with the controlled company exemption. If Dell Technologies ceases to be a controlled company and the Class C common stock continues to be listed on the NYSE, Dell Technologies will be required to comply with NYSE’s director independence requirements relating to the board of directors, a compensation committee and a nominating/corporate governance committee by the date its status changes or within specified transition periods. Board Leadership – The Dell Technologies bylaws provide that the Board will elect a Chairman to preside at all meetings of the Board at which he is present and to exercise such other responsibilities as the Board may prescribe from time to time. Both the Chairman and Chief Executive Officer positions are currently held by Mr. Dell. Effective on April 24, 2023, the Board’s independent directors elected Mrs. Kullman to serve as the Company’s Lead Independent Director. The Board has determined that its current structure, with combined Chairman and Chief Executive Officer roles and a Lead Independent Director, together with the exercise of key oversight responsibilities by our independent directors, is in the best interests of Dell Technologies and our stockholders. The Board believes that maintaining combined Chairman and Chief Executive Officer positions is currently the most effective leadership structure for the Company given Mr. Dell’s in-depth knowledge of Dell Technologies’ business and industry, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of customers. As Chief Executive Officer, Mr. Dell is intimately involved in the day-to-day operations of the Company and is therefore able to effectively elevate the most critical business issues for consideration by the Board’s independent directors and is best positioned to oversee the execution of strategy across each of the Company’s businesses to optimize long-term stockholder value creation. The Lead Independent Director is given broad authority, as described below, to lead oversight of management by our independent directors. Director Independence – The Board has affirmatively determined that Messrs. Dorman, Grain and Green, Mrs. Kullman and Ms. Vojvodich Radakovich, constituting five of our eight directors, are independent under NYSE rules and the standards for independent directors established in our Corporate Governance Principles, which incorporate the director independence requirements of the NYSE rules. Mrs. Kullman currently serves as the Lead Independent Director. NYSE rules provide that, in order to determine that a director is independent, the Board must determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In accordance with NYSE rules, when assessing the materiality of a director’s relationship (if any) with the Company, the Board considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation. Our Corporate Governance Principles contain several features which the Company believes help to ensure that the Board maintains effective and independent oversight of management, including the following:

  59. Richard J. Rothberg

    | • | Executive sessions of the independent directors are held at least twice during each fiscal year in connection with regularly scheduled Board meetings, and at any time requested by a majority of the independent directors. The agenda for each executive session focuses principally on whether management is performing its responsibilities in a manner consistent with the Board’s direction. |

  60. Richard J. Rothberg

    | • | All members of the Audit Committee are independent directors. The chair of the Audit Committee has and exercises authority to conduct executive sessions of the Audit Committee without management and non-independent directors present. |

  61. Richard J. Rothberg

    | • | All members of the Nominating and Governance Committee are independent directors. |

  62. Richard J. Rothberg

    | • | The Board has a Lead Independent Director who is elected by the independent directors. |

  63. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  64. Richard J. Rothberg

    Lead Independent Director – The Lead Independent Director is elected for a term of service of one year. The Lead Independent Director has the following responsibilities:

  65. Richard J. Rothberg

    | • | serves as the principal liaison between the Chairman and the independent directors; |

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    | • | has authority to call meetings of the independent directors; |

  67. Richard J. Rothberg

    | • | presides at all executive sessions of the independent directors and meetings of the Board at which the Chairman is not present; |

  68. Richard J. Rothberg

    | • | approves meeting agendas for the Board in consultation with the Chairman; |

  69. Richard J. Rothberg

    | • | approves the frequency of Board meetings and meeting schedules to assure that there is sufficient time for discussion of all agenda items; |

  70. Richard J. Rothberg

    | • | approves the information to be provided to the Board, including the quality, quantity, appropriateness and timeliness of such information; |

  71. Richard J. Rothberg

    | • | as appropriate, to be available for consultation and direct communication with stockholders; |

  72. Richard J. Rothberg

    | • | presides over the annual self-evaluation of the Board; |

  73. Richard J. Rothberg

    | • | conducts an annual process for reviewing the CEO’s performance and reports the results of the process to the other independent directors; and |

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    | • | together with the Board and its committees as well as the independent directors acting in executive session, retains and approves compensation of outside advisers. |

  75. Richard J. Rothberg

    The Lead Independent Director also currently serves as chair of the Nominating and Governance Committee and in that role oversees the performance of that committee’s responsibilities as described below under “– Nominating and Governance Committee.” In connection with Mrs. Kullman’s appointment as Lead Independent Director, the independent directors considered her strong leadership as a member of the Board since September 2016, as chair of the Audit Committee from September 2016 to December 2019, and as a member of the Audit Committee after she ceased to act as the committee’s chair. Board Committees – The Board maintains two standing committees which assist the Board in discharging its oversight responsibilities: the Audit Committee and the Nominating and Governance Committee. The Board has adopted a written charter for each of the standing committees, which form an integral part of our Corporate Governance Principles. A current copy of each charter can be found on Dell Technologies’ website at http://investors.delltechnologies.com under the Governance & Leadership – Governance Documents section. From time to time, the Board considers the composition of each of the standing committees and whether committee members should rotate among the standing committees. Under the Sponsor Stockholders Agreements, as described above under “– Stockholder Arrangements – Stockholder Rights to Nominate Directors,” for so long as the MD stockholders or the SLP stockholders are entitled to nominate at least one Group I director, such stockholders may have at least one of their nominees then serving on the Board serve on each committee of the Board other than the Audit Committee, to the extent permitted by applicable law and stock exchange rules and subject to specified exceptions. Mr. Dorman serves as a member of the Nominating and Governance Committee as the MD stockholders’ nominee. The SLP stockholders have waived their right to have a nominee serve on the Nominating and Governance Committee. The following table shows, as of May 10, 2023, the members of the Board and the committees on which each director serves and indicates the directors determined by the Board to be independent under NYSE rules and our Corporate Governance Principles.

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    | Name | Audit Committee | Nominating and Governance Committee | Independent | | Michael S. Dell | | | | | David W. Dorman | | ✓ | ✓ | | Egon Durban | | | | | David Grain | | | ✓ | | William D. Green | Chair | | ✓ | | Ellen J. Kullman – Lead Independent Director | ✓ | Chair | ✓ | | Simon Patterson | | | | | Lynn Vojvodich Radakovich | ✓ | | ✓ |

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    Descriptions of the primary responsibilities of each committee are set forth below.

  78. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  79. Richard J. Rothberg

    Audit Committee The Audit Committee has three members and is composed entirely of members of the Board who satisfy the standards of independence established for independent directors under NYSE rules and the additional independence standards applicable to audit committee members established pursuant to Rule 10A-3 under the Securities Exchange Act of 1934, or Exchange Act, as determined by the Board. Under NYSE rules, the membership of the Audit Committee is required to consist solely of no fewer than three directors who are qualified as independent directors as described above. The Board has determined that each member of the Audit Committee meets the “financial literacy” requirement for Audit Committee members under NYSE rules and that two members are an “audit committee financial expert” within the meaning of SEC rules. Mr. Green (Chair), Mrs. Kullman and Ms. Radakovich served as members of the Audit Committee during Fiscal 2023. The Audit Committee’s primary responsibilities include, among other matters:

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    | • | appointing, retaining, compensating and overseeing a qualified firm to serve as the independent registered public accounting firm to audit Dell Technologies’ financial statements; |

  81. Richard J. Rothberg

    | • | assessing the independence and performance of the independent registered public accounting firm; |

  82. Richard J. Rothberg

    | • | reviewing and discussing the scope and results of the audit and Dell Technologies’ interim and year-end operating results with the independent registered public accounting firm and management; |

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    | • | establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |

  84. Richard J. Rothberg

    | • | reviewing Dell Technologies’ policies on risk assessment and risk management; |

  85. Richard J. Rothberg

    | • | reviewing and, if appropriate, approving or ratifying transactions with related persons; |

  86. Richard J. Rothberg

    | • | obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes the accounting firm’s internal quality control procedures, any material issues raised by those procedures or other review or inspection, and any steps taken to deal with those issues; and |

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    | • | pre-approving all audit and all permissible non-audit services, other than de minimis non-audit services in accordance with SEC rules, to be performed by the independent registered public accounting firm. |

  88. Richard J. Rothberg

    In conjunction with the mandatory rotation of the audit firm’s lead engagement partner or partner responsible for reviewing the audit, the Audit Committee and its chair are directly involved in the selection of the independent registered public accounting firm’s new lead engagement partner. Nominating and Governance Committee During Fiscal 2023, Mr. Dell (Chair), Mr. Dorman and Mr. Durban served on the Nominating and Governance Committee. Effective on May 8, 2023, the Board approved the reconstitution of the membership of the Nominating and Governance Committee so that the committee thereafter will be composed entirely of members of the Board who satisfy the standards of independence established for independent directors under NYSE rules and any additional independence standards established pursuant to SEC rules. In connection with the change in membership, Mr. Dell and Mr. Durban resigned from their positions on the Nominating and Governance Committee, and the Board appointed Mrs. Kullman to serve as a member and as chair of the committee. Mr. Dorman continues his service on this committee. The Nominating and Governance Committee’s primary responsibilities include, among other matters:

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    | • | identifying and evaluating potential candidates to be considered for appointment or election to the Board; |

  90. Richard J. Rothberg

    | • | making recommendations to the Board regarding the selection and approval by the Board of nominees to be submitted for election by a stockholder vote; |

  91. Richard J. Rothberg

    | • | monitoring and reviewing any issues regarding the independence of our non-employee directors or involving potential conflicts of interest affecting any such directors; |

  92. Richard J. Rothberg

    | • | evaluating potential successors to the CEO, including in the event of an emergency, and reviewing periodically with the CEO and with the Board recommendations regarding such potential successors; |

  93. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  94. Richard J. Rothberg

    | • | reviewing the Board committee structure and composition and making recommendations annually to the Board regarding the appointment of directors to serve as members of each committee; |

  95. Richard J. Rothberg

    | • | reviewing our Corporate Governance Principles periodically and recommending any changes to such principles to the Board; and |

  96. Richard J. Rothberg

    | • | periodically reviewing and approving changes to our Code of Conduct and other policies with respect to legal compliance, conflicts of interest and ethical conduct. |

  97. Richard J. Rothberg

    In addition, the Nominating and Governance Committee acts as the compensation committee of the Board, in which capacity it has the following responsibilities, among others:

  98. Richard J. Rothberg

    | • | approving the compensation policy for our executive officers and non-employee directors, and such other managers as may be directed by the Board; |

  99. Richard J. Rothberg

    | • | approving the forms of compensation to be provided to each executive officer and non-employee director; |

  100. Richard J. Rothberg

    | • | approving recommendations with respect to compensation guidelines for all other employees; |

  101. Richard J. Rothberg

    | • | evaluating the need for, and provisions of, employment contracts or severance arrangements for our executive officers; |

  102. Richard J. Rothberg

    | • | reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking, and evaluating compensation policies and practices that could mitigate any such risk; |

  103. Richard J. Rothberg

    | • | acting as administrator of our equity-based and other compensation plans; |

  104. Richard J. Rothberg

    | • | reviewing and discussing with our management the Compensation Discussion and Analysis disclosure required to be included in the proxy statement for the annual meeting of stockholders or annual report on Form 10-K to be filed with the SEC and, based on such review and discussion, determining whether to recommend to the Board that the Compensation Discussion and Analysis disclosure be included in such filing; and |

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    | • | preparing the Compensation Committee Report required by SEC rules to be included in the proxy statement for the annual meeting of stockholders or annual report on Form 10-K. |

  106. Richard J. Rothberg

    The Nominating and Governance Committee has the authority to delegate any of its responsibilities under its charter, along with the authority to take action in relation to such responsibilities, to subcommittees consisting of one or more members of the committee, as the committee may deem appropriate. In addition, the Nominating and Governance Committee may delegate to one or more of our executive officers the authority to make grants of equity-based compensation to eligible individuals who are not directors or executive officers and to administer our equity-based compensation plans, in each case subject to compliance with applicable law, NYSE rules and the terms of any applicable compensation plan. The Nominating and Governance Committee may revoke any delegation of authority at any time. Any executive officer to whom the Nominating and Governance Committee may delegate authority to make grants of equity-based compensation is required to report regularly to the committee with respect to any grants made. The Nominating and Governance Committee has delegated to our Chief Human Resources Officer the authority to offer awards under our equity incentive plan to eligible employees who are not directors or executive officers. For a discussion of the process by which the Nominating and Governance Committee evaluated and determined executive officer compensation for Fiscal 2023, including the role of executive officers in determining or recommending the amount or form of executive compensation, see “Compensation Discussion and Analysis.” Use of Compensation Consultant – During Fiscal 2023, our management retained the services of Mercer (US) Inc., or Mercer, an external compensation consultant. Mercer provided advice to management on the design of compensation programs for our directors, executive officers and other employees for Fiscal 2024, including equity-based compensation programs. The total fees paid to Mercer for these services were $0.04 million. During Fiscal 2023, our management also retained other business units of Mercer and affiliates of Mercer to provide additional services to the Company, including human resources services, services relating to employee benefit plans and insurance services. The total fees paid to Mercer and its affiliates with respect to services provided during Fiscal 2023 (excluding services provided as compensation consultant as discussed above) were $19.1 million.

  107. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  108. Richard J. Rothberg

    The Company has determined that the work of Mercer and its affiliates on matters other than executive compensation did not raise any conflict of interest with Mercer’s services as compensation consultant, taking into account, among other factors, Mercer’s policies and procedures relating to the prevention of conflicts of interest and the use of separate teams for compensation consulting services and other services provided by Mercer and its affiliates. Compensation Committee Interlocks and Insider Participation – The Nominating and Governance Committee functions as the compensation committee. During Fiscal 2023, the members of the Nominating and Governance Committee were Mr. Dell (Chair), Mr. Dorman and Mr. Durban. Mr. Dell is our Chief Executive Officer. During Fiscal 2023, none of Dell Technologies’ executive officers served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity that has or had one or more executive officers who served as a member of Dell Technologies’ Board or the Nominating and Governance Committee. For information concerning transactions among each of Messrs. Dell and Durban and their associated related persons, on the one hand, and Dell Technologies and its subsidiaries, on the other hand, see “Transactions With Related Persons.” Board and Committee Oversight of Risk Management – The Company believes that effectively assessing and managing risk is central to the design and execution of our business strategy and creation of long-term value. The Board, directly and through its standing committees, provides oversight of the Company’s risk management processes. The Board focuses on understanding the most significant risks to the business, evaluating strategies to mitigate those risks, and facilitating communication on risk topics between management and our directors. While the Board as a whole is responsible for risk oversight, our Company’s management is responsible for designing processes and procedures to identify, assess and manage risk on a day-to-day basis. Management has implemented an enterprise risk management, or ERM, program, managed by the Company’s internal audit function and supported by management risk committees, that is designed to work across the business to identify, assess, govern and manage the Company’s strategic, operational, financial, and compliance risks. Although the Company continually assesses its risk environment, the internal audit function performs an annual risk assessment that is informed by risk data collection, an analysis of industry trends, consideration of insights of third-party risk reporting companies, peer benchmarking, and interviews with senior leaders and Company experts. The annual assessment considers whether risks constitute short-, medium-, and long-term threats to our enterprise and provides for prioritization, in part, based on the timeframe of such risks. Our ERM program is assessed externally on a periodic basis for best practices and maturity of the program. The Chief Audit Executive presents the results of the annual risk assessment to the Board and reviews with the Board the key risks identified by the ERM program. The Board meets quarterly with the Chief Executive Officer, the General Counsel, the Chief Financial Officer, and the Chief Operating Officers to review business and financial performance as well as to consider existing and emerging risks relevant to each business function and other corporate activities. The Board receives updates from management on risk topics at the Board’s regularly scheduled meetings and at other times as needed. The Board considers the views of third-party advisors and experts, directly and indirectly through its standing committees and reports by management committees, in evaluating current risks and anticipating new risks to our business. These advisors and experts offer perspectives on best practices, industry trends, and future and emerging risks trends relevant to proactive risk management. The Board is assisted by its standing committees to address risks in their respective areas of oversight and expertise.

  109. Richard J. Rothberg

    | • | The Audit Committee exercises responsibility for the oversight of risk policies and processes relating to Dell Technologies’ financial statements and financial reporting processes. The Audit Committee is also responsible for oversight of particular risks, such as major information technology risk exposures (including cybersecurity risk exposures) and financial risk exposures. The Audit Committee reviews and discusses significant risks and exposures to Dell Technologies, and the steps management has taken or plans to take to manage these risks, with management and our independent registered public accounting firm. In exercising this oversight, the Audit Committee receives or participates in: |

  110. Richard J. Rothberg

    | ¡ | quarterly updates by the Chief Audit Executive regarding key risks, audit status, and other issues or concerns as well as the results of the annual ERM program review; |

  111. Richard J. Rothberg

    | ¡ | quarterly updates by the Chief Security Officer or other senior security executives regarding cybersecurity and other data security risks; |

  112. Richard J. Rothberg

    | ¡ | compliance updates regarding key ethics and compliance issues from the Chief Compliance Officer, who reports to the General Counsel; and |

  113. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  114. Richard J. Rothberg

    | ¡ | meetings in executive session with each of the Chief Financial Officer, the Chief Accounting Officer, the Chief Audit Executive, the Chief Compliance Officer, and Dell Technologies’ independent registered public accounting firm. |

  115. Richard J. Rothberg

    | • | The Nominating and Governance Committee monitors the risks associated with succession planning and development, composition of the Board, and compensation programs, policies, and practices, and evaluates the effect that such compensation arrangements may have on risk decisions. |

  116. Richard J. Rothberg

    Each of the committee chairs reports to the full Board at its regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee. Meetings and Attendance – In Fiscal 2023, the full Board met four times, the Audit Committee met eight times and the Nominating and Governance Committee met four times. In Fiscal 2023, each member of the Board attended at least 75% of the total number of meetings of the Board and each Board committee held during the period in which such member served as a director of Dell Technologies or as a member of such committee. Dell Technologies encourages, but does not require, directors to attend annual meetings of stockholders when practicable. Six of the eight directors then serving on the Board attended last year’s annual meeting held on June 27, 2022. Communications with Directors – Any interested person (whether or not a Dell Technologies stockholder) may send communications to the Board as a whole, the independent directors as a group, any Board committee, or any individual member of the Board. Any person who wishes to send such a communication may obtain the appropriate contact information at http://investors.delltechnologies.com under the Governance & Leadership – Contact the Board section. In addition, any person who has a concern about Dell Technologies’ conduct, accounting, financial reporting, internal controls or auditing matters may communicate that concern directly to the independent directors or to the Audit Committee (through the committee chair). These communications may be made on a confidential and anonymous basis, and may be e-mailed, submitted in writing or reported by phone to the Company’s Global Ethics and Compliance office. Any person who wishes to send this type of communication may obtain the appropriate contact information at http://investors.delltechnologies.com under the Governance & Leadership section. These communications will be forwarded to the appropriate directors for their review in accordance with our guidelines and also will be reviewed and addressed by the Global Ethics and Compliance office. The status of all outstanding concerns addressed to the independent directors or the Audit Committee will be reported to the full Board on a quarterly basis. The independent directors or the Audit Committee may undertake special action, including the retention of outside advisors or counsel, with respect to any concern addressed to them. Our Code of Conduct prohibits retaliation against any person who reports suspected misconduct or assists with an investigation or audit in good faith. Disclosure Review Committee – The Company maintains a management committee consisting of senior members of the finance and legal functions to assist in fulfilling our obligations to maintain disclosure controls and procedures, and to coordinate and oversee the process of preparing the Company’s filings with the SEC and other public disclosures. Director Compensation Our Board has adopted a compensation program for our independent directors that we believe will enable us to attract and retain qualified directors, provide them with compensation at a level that is consistent with our compensation objectives and encourage their ownership of our common stock to further the alignment of their interests with the interests of our stockholders. For Fiscal 2023 our compensation program for independent directors included the following elements:

  117. Richard J. Rothberg

    | • | an annual cash retainer with a value of $100,000; |

  118. Richard J. Rothberg

    | • | an annual equity retainer with a value of $225,000 payable in the form of restricted stock units that settle in shares of Class C common stock; and |

  119. Richard J. Rothberg

    | • | an additional annual cash retainer with a value of $25,000 for service as chair of the Audit Committee. |

  120. Richard J. Rothberg

    Directors may elect to receive all or a portion of each of the annual cash retainer and the cash retainer for service as Audit Committee chair, as applicable, in the form of cash, deferred stock units that settle in shares of Class C common stock or vested shares of Class C common stock, or a combination of the foregoing. In addition, directors may elect to receive all or a portion of their annual equity retainer in the form of deferred stock units that settle in shares of Class C common stock.

  121. Richard J. Rothberg

    | Summary Information | Environmental, Social and Governance (ESG) | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Proposal 5 | Compensation Committee Report |

  122. Richard J. Rothberg

    An independent director elected to the Board, other than through election at an annual meeting of stockholders, will be awarded a prorated portion of each applicable annual retainer for the director’s initial year of service on the Board. All of the equity-based awards were granted under the Dell Technologies Inc. 2013 Stock Incentive Plan (as amended and restated as of July 9, 2019), which we refer to as the 2013 Stock Incentive Plan. Each equity-based award vests in full on the first anniversary of the last annual meeting of stockholders, except that (1) the initial equity retainer awards formerly granted to directors on their initial election or appointment vest annually in equal installments over four years from the grant date and (2) deferred stock units will settle in shares of Class C common stock on the earlier of the termination of the applicable director’s Board service for any reason or a change in control of Dell Technologies. The vesting of unvested equity-based awards will be accelerated upon the director’s death or disability, the termination of the director’s service without cause or a change in control of Dell Technologies. Certain restricted stock units, deferred stock units and stock options exercisable for Class C common stock, as well as shares of Class C common stock received in the settlement of such awards, are subject to the applicable terms and conditions of a management stockholders agreement discussed elsewhere in this proxy statement. We reimburse our directors for their reasonable expenses incurred in attending meetings of our Board or committees. We also provide our independent directors with liability insurance coverage for their activities as directors. Our certificate of incorporation and bylaws provide that all of our directors are entitled to indemnification and advancement of expenses from us to the fullest extent permitted by Delaware law. We have entered into indemnification agreements with each of our directors to afford them contractual assurances regarding the scope of their indemnification and to provide procedures for the determination of a director’s right to receive indemnification. The following table sets forth the compensation granted or paid to our independent directors for Fiscal 2023.

  123. Fiscal 2023 Director Compensation

    Fiscal 2023 Director Compensation

  124. Fiscal 2023 Director Compensation

    | Name | Fees earned and paid in cash ($) | Cash fees elected to be paid in stock(1) ($) | Stock awards(2) ($) | Option awards(3) ($) | Total ($) | | David W. Dorman | — | 99,987 | 224,989 | — | 324,976 | | David Grain | — | 99,987 | 224,989 | — | 324,976 | | William D. Green | — | 124,965 | 224,989 | — | 349,954 | | Ellen J. Kullman | — | 99,987 | 224,989 | — | 324,976 | | Lynn Vojvodich Radakovich | 100,000 | — | 224,989 | — | 324,989 |

  125. Fiscal 2023 Director Compensation

    | (1) Directors were entitled to receive up to 100% of the annual cash retainer and, if applicable, cash committee chair retainer in the form of vested shares of Class C common stock or deferred stock units that settle in shares of Class C common stock, in increments of 25%, in each case determined by dividing the applicable portion of the aggregate retainer amount by the closing price of the Class C common stock as reported on the NYSE on September 20, 2022. Deferred stock units will vest on June 27, 2023. For service in Fiscal 2023, (a) Mr. Green received 3,382 vested shares of Class C common stock, (b) Mr. Dorman received 2,706 vested shares of Class C common stock, (c) Mr. Grain received 2,706 deferred stock units and (d) Mrs. Kullman received 677 vested shares of Class C common stock and 2,029 deferred stock units. |

  126. Fiscal 2023 Director Compensation

    | (2) Stock awards were made in the form of restricted stock units that settle in shares of Class C common stock, subject to each director’s right to elect to receive a specified portion in deferred stock units that settle in shares of Class C common stock. Restricted stock units and deferred stock units will vest on June 27, 2023. For service in Fiscal 2023, (a) each of Messrs. Dorman and Green and Ms. Vojvodich Radakovich received 6,089 restricted stock units, (b) Mrs. Kullman received 1,523 restricted stock units and 4,566 deferred stock units and (c) Mr. Grain received 6,089 deferred stock units. The aggregate grant date fair value, computed in accordance with U.S. generally accepted accounting principles, of the (i) restricted stock units awarded to each of Messrs. Dorman and Green and Ms. Vojvodich Radakovich was $224,989 and Mrs. Kullman was $56,275 and (ii) deferred stock units awarded to each of Mr. Grain and Mrs. Kullman was $224,989 and $168,714, respectively, in each case determined by dividing the aggregate retainer amount, or applicable portion of the aggregate retainer amount, by the closing price of the Class C common stock as reported on the NYSE on September 20, 2022. As of February 3, 2023, (A) each of Messrs. Dorman and Green and Ms. Vojvodich Radakovich had an aggregate of 6,089 outstanding restricted stock units and Mrs. Kullman had an aggregate of 1,523 outstanding restricted stock units and (B) Mr. Dorman had an aggregate of 16,252 outstanding deferred stock units, Mr. Grain had an aggregate of 14,942 outstanding deferred stock units and Mrs. Kullman had an aggregate of 49,802 outstanding deferred stock units. |

  127. Fiscal 2023 Director Compensation

    | (3) As of February 3, 2023, each of Mr. Green and Mrs. Kullman held an aggregate of 272,736 outstanding options and Ms. Vojvodich Radakovich held an aggregate of 84,198 outstanding options. |

  128. Fiscal 2023 Director Compensation

    | Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm |

  129. Fiscal 2023 Director Compensation

    In this Proposal 2, the Board is asking stockholders to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP, or PwC, as Dell Technologies’ independent registered public accounting firm for Fiscal 2024. PwC is a registered independent public accounting firm and has served as the independent auditors of the Company or its predecessor since 1986. Although current law, rules and regulations, as well as the Audit Committee’s charter, require Dell Technologies’ independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee, the Board considers the selection of an independent registered public accounting firm to be an important matter of stockholder concern and considers a proposal for stockholders to ratify this selection to be an opportunity for stockholders to provide direct feedback to Dell Technologies on an important issue of corporate governance. If the stockholders do not ratify the selection of PwC, the Audit Committee will take the vote into consideration in determining whether to retain PwC and whether to engage the firm in future years, but may continue to retain PwC. If the appointment is ratified by stockholders, the Audit Committee in its discretion nevertheless may change the appointment at any time during the current fiscal year if it determines that a change would be in the best interests of the Company and its stockholders. Representatives of PwC are expected to be present at the annual meeting and available to respond to appropriate questions, and will have an opportunity to make a statement if they desire to do so.

  130. Fiscal 2023 Director Compensation

    | | The Board of Directors unanimously recommends a vote “FOR” the ratification of PwC as Dell Technologies’ independent registered public accounting firm for Fiscal 2024. |

  131. Fiscal 2023 Director Compensation

    In addition to retaining PwC to conduct an independent audit of the consolidated financial statements, Dell Technologies engages PwC from time to time to perform other permissible services. The following table sets forth all fees incurred in connection with professional services rendered to Dell Technologies by PwC during Fiscal 2023 and Fiscal 2022.

  132. CD&A Table of Contents

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  133. CD&A Table of Contents

    | • | aligning the interests of our named executive officers and other executive officers with those of Dell Technologies’ stockholders by emphasizing long-term, performance-dependent compensation; |

  134. CD&A Table of Contents

    | • | providing appropriate cash or equity incentives for achieving Dell Technologies’ financial goals and strategic objectives; and |

  135. CD&A Table of Contents

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  136. CD&A Table of Contents

    | • | the annual performance of Dell Technologies and the executive officer’s business unit, if applicable; |

  137. CD&A Table of Contents

    | • | the executive officer’s performance, experience and ability to contribute to Dell Technologies’ long-term strategic goals, including modernizing our core offerings, pursuing key growth opportunities, and making contributions towards our social impact goals, such as progress toward cultivating inclusion, advancing sustainability, transforming lives, and upholding ethics and privacy, in furtherance of Dell Technologies’ 2030 ESG goals; |

  138. CD&A Table of Contents

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  139. CD&A Table of Contents

    | Eligible Earnings | × | Target Annual Incentive Opportunity | × | Corporate Performance Modifier | × | Individual Performance Modifier | = | IBP Payout |

  140. CD&A Table of Contents

    | Name | Target Annual Incentive Opportunity as Percentage of Eligible Earnings(1) | | Michael S. Dell | 200% | | Thomas W. Sweet | 100% | | Jeffrey W. Clarke | 150% | | Anthony Charles Whitten | 150% | | William F. Scannell | 100% |

  141. CD&A Table of Contents

    | (1) Eligible earnings used to calculate annual bonuses are based on actual base salary received. |

  142. CD&A Table of Contents

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  143. CD&A Table of Contents

    | Performance Measures | Weighting | Threshold | Plan (Target) | Above Plan(1) | | Non-GAAP Net Revenue(2) | 60% | $95.9B | $106.6B | $131.6B | | Non-GAAP Operating Income(3) | 40% | $7.8B | $8.7B | $10.7B | | IBP modifier | — | 68% | 100% | 175% |

  144. CD&A Table of Contents

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  145. CD&A Table of Contents

    | Name | Target IBP ($) | Corporate Modifier (%) | Individual Modifier (%) | Bonus Payment ($) | | Michael S. Dell | 1,973,076 | 91 | 100 | 1,795,500 | | Thomas W. Sweet | 873,077 | 91 | 120 | 953,400 | | Jeffrey W. Clarke | 1,519,792 | 91 | 130 | 1,797,914 | | Anthony Charles Whitten | 1,453,327 | 91 | 120 | 1,587,033 | | William F. Scannell | 873,077 | 91 | 125 | 993,125 |

  146. CD&A Table of Contents

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  147. Annual Financial Performance Measures

    Annual Financial Performance Measures Annual financial performance measures are set each year and are collectively weighted at 50%. Achievement against targets is measured each year, and performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

  148. Annual Financial Performance Measures

    | | | Goals ($ in billions)(1) | | | | | | Performance Measure | Weight | Threshold | Plan (Target) | Above Plan (Maximum) | Results | Percentage of Target Financial Funding | | Non-GAAP Net Revenue | 30% | 101.9 | 107.3 | 118.0 | 102.3 | 75%(2) | | Non-GAAP Operating Income | 20% | 7.7 | 8.5 | 9.8 | 8.6 | | | Funding Percentage | | 50% | 100% | 200% | | |

  149. Annual Financial Performance Measures

    | (1) Financial performance goals for Fiscal 2023 were approved by the Committee in March 2022. |

  150. Annual Financial Performance Measures

    | (2) Modifier is applicable to one-sixth of the Fiscal 2023 awards, reflecting a 50% weighting of annual financial performance measures for year one of the three one-year performance periods. A corresponding number of RSUs will be eligible to vest on March 15, 2025, subject to continued service. |

  151. Annual Financial Performance Measures

    Annual Financial Performance Measures Annual financial performance measures are set each year and are collectively weighted at 50%. Achievement against targets is measured each year, and performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

  152. Annual Financial Performance Measures

    | | | Goals ($ in billions)(1) | | | | | | Performance Measure | Weight | Threshold | Plan (Target) | Above Plan (Maximum) | Results | Percentage of Target Financial Funding | | Year 1 (Fiscal 2022) | | | | | | | | Non-GAAP Net Revenue | 30% | 91.0 | 95.8 | 105.3 | 107.0 | 200%(2) | | Non-GAAP Operating Income | 20% | 8.0 | 8.9 | 10.2 | 10.6 | | | Year 2 (Fiscal 2023) | | | | | | | | Non-GAAP Net Revenue | 30% | 101.9 | 107.3 | 118.0 | 102.3 | 75%(2) | | Non-GAAP Operating Income | 20% | 7.7 | 8.5 | 9.8 | 8.6 | | | Funding Percentage | | 50% | 100% | 200% | | |

  153. Annual Financial Performance Measures

    | (1) Financial performance goals for Fiscal 2023 were approved by the Committee in March 2022. Financial performance results for Fiscal 2022 are not the same as externally reported results as they are not presented on a continuing operations basis. |

  154. Annual Financial Performance Measures

    | (2) Each modifier is applicable to one-sixth of the Fiscal 2022 awards, reflecting a 50% weighting of annual financial performance measures for years one and two of the three one-year performance periods. A corresponding number of performance-based RSUs will be eligible to vest on March 15, 2024, subject to continued service. |

  155. Annual Financial Performance Measures

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  156. Annual Financial Performance Measures

    rTSR is measured over a three-year performance period and is weighted at 50%. Performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

  157. Annual Financial Performance Measures

    | | rTSR Percentile Achieved | Percentage of Target | | Maximum | ≥85th percentile | 200% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% |

  158. Annual Financial Performance Measures

    Fiscal 2021 Performance-Based RSUs

  159. Annual Financial Performance Measures

    Annual Financial Performance Measures Annual financial performance measures are set each year and are collectively weighted at 50%. Achievement against targets is measured each year, and performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

  160. Annual Financial Performance Measures

    | | | Goals ($ in billions)(1) | | | | | | Performance Measure | Weight | Threshold | Plan (Target) | Above Plan (Maximum) | Results | Percentage of Target Financial Funding | | Year 1 (Fiscal 2021) | | | | | | | | Non-GAAP Net Revenue | 25% | 89.3 | 94.0 | 103.4 | 94.4 | 168%(2) | | Non-GAAP Operating Income | 25% | 8.4 | 9.3 | 10.7 | 10.8 | | | Year 2 (Fiscal 2022) | | | | | | | | Non-GAAP Net Revenue | 30% | 91.0 | 95.8 | 105.3 | 107.0 | 200%(2) | | Non-GAAP Operating Income | 20% | 8.0 | 8.9 | 10.2 | 10.6 | | | Year 3 (Fiscal 2023) | | | | | | | | Non-GAAP Net Revenue | 30% | 101.9 | 107.3 | 118.0 | 102.3 | 75%(2) | | Non-GAAP Operating Income | 20% | 7.7 | 8.5 | 9.8 | 8.6 | | | Funding Percentage | | 50% | 100% | 200% | | |

  161. Annual Financial Performance Measures

    | (1) Financial performance goals for Fiscal 2023 were approved by the Committee in March 2022. Financial performance results for Fiscal 2022 and Fiscal 2021 are not the same as externally reported results as they are not presented on a continuing operations basis. |

  162. Annual Financial Performance Measures

    | (2) Each modifier is applicable to one-sixth of the Fiscal 2021 awards, reflecting a 50% weighting of annual financial performance measures for years one, two, and three of the three one-year performance periods. A corresponding number of performance-based RSUs vested on March 15, 2023. |

  163. Relative Total Shareholder Return

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  164. Relative Total Shareholder Return

    | • | Financial Counseling and Tax Preparation Services – Under the terms of his employment agreement, Mr. Dell is entitled to reimbursement for financial counseling services (including tax preparation) of up to $12,500 annually. Other executive officers are entitled to reimbursement of up to $15,000 annually for financial counseling services (including tax preparation). |

  165. Relative Total Shareholder Return

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  166. Relative Total Shareholder Return

    The foregoing provisions of the securities trading policy apply to transactions in all securities, including equity securities, issued by Dell Technologies or SecureWorks Corp., the Company’s public majority-owned subsidiary, that are held by any person covered by the policy. Equity securities subject to the policy include awards granted under equity compensation plans, as well as derivative securities that are not issued by the foregoing entities, such as exchange-traded put or call options or swaps relating to those entities’ securities. The administrator of the policy has the discretion, on a case-by-case basis and in appropriate circumstances, to waive or modify the restrictions and prohibitions on the hedging and other transactions described above. Recoupment of Compensation Recoupment Policies If Dell Technologies restates its reported financial results, the Board of Directors will review the bonus and other cash or equity awards made to the executive officers, including the named executive officers, based on financial results during the period subject to the restatement and, to the extent practicable under applicable law, Dell Technologies will seek to recover or cancel any of these awards that were awarded as a result of achieving performance targets that would not have been met under the restated financial results. Pursuant to a new rule adopted by the SEC in October 2022, we will update our recoupment policies as necessary to comply with the requirements of the new mandatory recoupment rule issued by the NYSE when it is finalized. Recoupment Provisions for Anthony Charles Whitten Sign-on Bonus In connection with the commencement of his employment in August 2021, Mr. Whitten was granted a cash sign-on bonus of $5 million. In accordance with the terms of his sign-on bonus, if Mr. Whitten’s employment with Dell Technologies ends within the first 24 months after his hire date because he resigns without “good reason” or because he is terminated with “cause” (in each case as these terms are described below), Mr. Whitten will repay a prorated portion of the $5 million calculated based on the number of months during such 24-month period for which he was no longer employed. Employment Agreements; Severance and Change-in-Control Arrangements Employment Agreement With Michael S. Dell Mr. Dell’s employment is subject to an employment agreement with Dell Technologies and its wholly-owned subsidiary Dell Inc. pursuant to which Mr. Dell serves as Chief Executive Officer and as Chairman of the Board of Directors of Dell Technologies. Under the employment agreement, Mr. Dell may resign for any or no reason or the Board of Directors may terminate him at any time for “cause” (as defined below). In addition, following a change in control of Dell Technologies (as defined below) or a qualified initial public offering (as defined in the agreement), the Board of Directors may terminate Mr. Dell for any or no reason. Under the employment agreement, Mr. Dell is entitled to an annual base salary of $950,000 and is eligible for an annual bonus with a target opportunity equal to 200% of his base salary. Mr. Dell’s base salary is subject to annual review by the Board of Directors and subject to increase, but not decrease. Further, as discussed under “ –Individual Compensation Components – Other Compensation Components – Benefits and Perquisites,” Dell Technologies reimburses Mr. Dell for financial counseling and tax preparation up to $12,500 per year, an annual physical (for himself and his spouse) up to $5,000 per person and all travel and business expenses reasonably incurred by Mr. Dell. Dell Technologies also provides Mr. Dell and his family with business-related security protection. Mr. Dell is subject to a covenant of indefinite duration not to disclose confidential information and an obligation to assign to Dell Technologies and Dell Inc. any intellectual property created by Mr. Dell during his employment. Under the employment agreement, “cause” is generally defined as any of the following events:

  167. Relative Total Shareholder Return

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  168. Relative Total Shareholder Return

    | • | any person, entity or group (other than Mr. Dell, the SLP stockholders or certain related parties) becomes the beneficial owner of capital stock representing 50% or more of the total voting power of Dell Technologies’ outstanding capital stock, other than pursuant to a merger or consolidation of Dell Technologies with or into any other entity that does not constitute a “change in control” under the following change-in-control event; or |

  169. Relative Total Shareholder Return

    Under the severance agreements, “good reason” generally is defined as any of the following events, if in each case not timely cured:

  170. Relative Total Shareholder Return

    | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  171. Relative Total Shareholder Return

    Under the severance agreements, “change in control” has the meaning set forth in the 2013 Stock Incentive Plan, which generally defines the term to include any of the following events:

  172. Relative Total Shareholder Return

    For more information about potential payments to Mr. Dell under his employment agreement and to our other named executive officers under their severance agreements, see “Compensation of Executive Officers – Potential Payments Upon Termination of Employment or Change in Control.”

  173. Relative Total Shareholder Return

    | Name and principal position | Fiscal Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All other compensation ($)(3) | Total ($) | | Michael S. Dell Chairman and Chief Executive Officer | 2023 | 986,538(4) | — | — | 1,795,500 | 15,270 | 2,797,308 | | | 2022 | 931,731(5) | — | — | 2,515,673 | 19,943 | 3,467,347 | | | 2021 | 255,769(6) | — | — | 665,000 | 9,646 | 930,415 | | Thomas W. Sweet Chief Financial Officer | 2023 | 873,077(4) | — | 4,298,891(7) | 953,400 | 54,585 | 6,179,953 | | | 2022 | 790,385 | — | 8,393,267 | 1,387,125 | 41,530 | 10,612,307 | | | 2021 | 750,000 | — | 5,241,221 | 1,267,500 | 44,472 | 7,303,193 | | Jeffrey W. Clarke Co-Chief Operating Officer and Vice Chairman | 2023 | 1,013,195(4) | — | 14,345,465(8) | 1,797,914 | 42,332 | 17,198,906 | | | 2022 | 929,622 | — | 13,837,995 | 2,447,230 | 45,706 | 17,260,553 | | | 2021 | 881,160 | — | 12,637,502 | 1,489,160 | 49,847 | 15,057,669 | | Anthony Charles Whitten Co-Chief Operating Officer | 2023 | 968,885(4) | — | 9,999,024(9) | 1,587,033 | 49,510 | 12,604,452 | | | 2022 | 398,077(10) | 5,000,000(11) | 44,999,984(12) | 967,327 | 61,524 | 51,426,912 | | William F. Scannell President, Global Sales and Customer Operations | 2023 | 873,077(4) | — | 8,616,552(8) | 993,125 | 65,182 | 10,547,936 | | | 2022 | 790,385 | 545(13) | 8,393,267 | 1,387,125 | 40,428 | 10,611,750 | | | 2021 | 750,000 | — | 10,241,206 | 1,072,500 | 39,720 | 12,103,426 |

  174. Relative Total Shareholder Return

    | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  175. Relative Total Shareholder Return

    | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  176. Relative Total Shareholder Return

    | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  177. Relative Total Shareholder Return

    | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  178. Relative Total Shareholder Return

    | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  179. Relative Total Shareholder Return

    | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  180. Fiscal 2023 Nonqualified Deferred Compensation Table

    Fiscal 2023 Nonqualified Deferred Compensation Table

  181. Fiscal 2023 Nonqualified Deferred Compensation Table

    | Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($)(1) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE ($) | | Michael S. Dell | — | — | — | — | — | | Thomas W. Sweet | — | — | — | — | — | | Jeffrey W. Clarke | — | — | — | — | — | | Anthony Charles Whitten | — | — | — | — | — | | William F. Scannell | — | — | 495 | — | 28,194 |

  182. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (1) The aggregate earnings have been reduced to reflect the deduction of an annual administrative fee of $36. |

  183. Fiscal 2023 Nonqualified Deferred Compensation Table

    Potential Payments Upon Termination of Employment or Change in Control The following table sets forth the amount of cash compensation and equity acceleration that each named executive officer would have received under existing plans and arrangements if one of the events described in the table had occurred on February 3, 2023, based on the named executive officer’s compensation as of such date and, if applicable, based on the amount of outstanding equity awards held by the named executive officer as of such date and the fair market value as of such date of the Class C common stock. In accordance with Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreements entered into with Dell Technologies, severance payments are due to our non-CEO NEOs if the executive’s employment is terminated without “cause” or if the executive resigns for “good reason” (each as defined in the severance agreement), subject to the executive’s compliance with certain non-competition and non-solicitation obligations for a period of 12 months following termination of employment and the executive’s commitment not to use or disclose certain confidential information of Dell Technologies at any time during or after the executive’s employment. Mr. Whitten’s severance payment is subject to the additional requirement that his termination for “cause” or resignation for “good reason” occur on or after the final vesting event in 2026 of his new hire equity grant. In addition, in connection with any actual termination of employment with or without cause or change-in-control transaction, Dell Technologies may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described below, as the Board of Directors determines appropriate. The actual amounts that would be paid upon a named executive officer’s termination of employment or in connection with a change in control can be determined only at the time of any such event. Because of the number of factors that affect the nature and amount of any benefits, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the named executive officer’s current position and salary, the amount of stock-based awards held by the named executive officer and the fair market value of the Class C common stock. For information about the events that constitute a “change in control” under Mr. Dell’s employment agreement, see “Compensation Discussion and Analysis – Compensation Governance – Employment Agreements; Severance and Change-in-Control Arrangements – Employment Agreement With Michael S. Dell.” For information about the events that constitute a “change in

  184. Fiscal 2023 Nonqualified Deferred Compensation Table

    | Compensation of Executive Officers | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B |

  185. Fiscal 2023 Nonqualified Deferred Compensation Table

    control,” or “cause” or “good reason” under the severance agreements with the other named executive officers, see “Compensation Discussion and Analysis – Compensation Governance – Employment Agreements; Severance and Change-in-Control Arrangements – Severance and Change-in-Control Arrangements With Other Named Executive Officers.”

  186. Fiscal 2023 Nonqualified Deferred Compensation Table

    | Name | Severance payment(1) ($) | Acceleration benefit upon death or disability(2) ($) | Acceleration upon change in control ($) | Acceleration upon change in control and qualifying termination(3) ($) | Acceleration upon qualifying termination(3) ($) | | Michael S. Dell | — | — | — | — | — | | Thomas W. Sweet | 2,550,001 | 24,457,595 | — | — | — | | Jeffrey W. Clarke | 2,950,536 | 48,111,905 | — | — | — | | Anthony Charles Whitten | 2,821,500 | 38,964,199 | — | 30,032,133 | 30,032,133 | | William F. Scannell | 2,550,001 | 31,883,352 | — | — | — |

  187. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (1) Represents estimated lump sum severance payments payable by Dell Technologies. Mr. Whitten is not eligible for severance payments until after the final vesting event in 2026 of his new hire equity grant. |

  188. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (2) Represents the value of unvested restricted stock units that are subject to vesting acceleration in the event of death or permanent disability, based on the closing price of $42.24 of the Class C common stock on February 3, 2023 as reported on the NYSE. Also includes accrued cash value of any related dividend equivalent rights. |

  189. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (3) Represents acceleration of Mr. Whitten’s new hire equity award in accordance with the terms of its grant. |

  190. Fiscal 2023 Nonqualified Deferred Compensation Table

    Pay Ratio Disclosure For Fiscal 2023, as determined under Item 402(u) of the SEC’s Regulation S-K, the annual total compensation for our CEO was $2,797,308, the annual total compensation for our median employee excluding our CEO was $74,729, and the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation was 37 to 1. Based on the Company’s belief that there have not been any significant changes to our workforce, our employee compensation arrangements, or the Fiscal 2021 median employee’s circumstances that would result in a significant change to the pay ratio, we used the same median employee used for our Fiscal 2021 pay ratio calculation to calculate our Fiscal 2023 pay ratio. In identifying our median employee, we calculated annual total target cash compensation of each employee as of November 13, 2020 for the 12-month period that ended on January 29, 2021. Total target cash compensation for this purpose consisted of base salary and target annual bonus and commission incentive and was calculated using internal human resources records. As of November 13, 2020, we employed 122,760 people worldwide. For our employees who were paid in currency other than U.S. dollars, these amounts were converted into U.S. dollars at the applicable exchange rate on December 31, 2021. We annualized the compensation for full-time and part-time employees who were not employed by us for all of Fiscal 2021. We did not make cost-of-living adjustments or any other assumptions, adjustments or estimates. We believe the ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  191. Fiscal 2023 Nonqualified Deferred Compensation Table

    | Pay Versus Performance Disclosure |

  192. Fiscal 2023 Nonqualified Deferred Compensation Table

    In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), we provide the following disclosure regarding executive compensation for our CEO, who is our principal executive officer, and non-CEO NEOs and Company performance for our three most recent fiscal years. The Nominating and Governance Committee (and the Board of the Directors with respect to the CEO) did not consider the pay versus performance disclosure below in making its pay decisions for any of the years presented. See “Compensation Discussion and Analysis” for information about the pay decisions made with respect to NEO compensation for each of those years. Pay Versus Performance Table

  193. Fiscal 2023 Nonqualified Deferred Compensation Table

    | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) ($) | Non-GAAP Net Revenue (in millions) ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | (a) | (b) (1) | (c) (2) | (d) (3)(4) | (e) (3)(4) | (f) | (g) (5) | (h) | (i) (6) | | Fiscal 2023 | 2,797,308 | 2,797,308 | 11,632,812 | (5,076,520) | 176.85 | 147.87 | 2,422 | 102,301 | | Fiscal 2022 | 3,467,347 | 3,467,347 | 22,477,881 | 48,769,297 | 227.96 | 165.45 | 5,707 | 107,037 | | Fiscal 2021 | 930,415 | 930,415 | 10,756,644 | 24,687,463 | 149.46 | 135.56 | 3,505 | 94,389 |

  194. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (1) Michael S. Dell was our CEO for each of the three fiscal years presented (the “covered years”). Amounts shown are the amounts reported for the CEO in the “Total” column of the Summary Compensation Table (“SCT”) for the covered years. The Fiscal 2021 amount reflects Mr. Dell’s voluntary agreement to forgo receipt of his base salary for a portion of Fiscal 2021 in response to the COVID-19 pandemic. |

  195. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (2) Because Mr. Dell does not receive any equity grants under our compensation program, and because no pension benefits are payable to him, the amounts shown for compensation actually paid to the CEO for each covered year are the same as the compensation reported for Mr. Dell for each such year in the “Total” column of the SCT. |

  196. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (3) For Fiscal 2023 and Fiscal 2022, the non-CEO NEOs consisted of Thomas W. Sweet, Jeffrey W. Clarke, Anthony Charles Whitten and William F. Scannell. For Fiscal 2021, the non-CEO NEOs consisted of Mr. Sweet, Mr. Clark, Mr. Scannell and Richard J. Rothberg. |

  197. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (4) Average compensation actually paid to non-CEO named executive officers reflects the following adjustments to the SCT amounts for stock awards reported for those NEOs for the covered years. There were no pension benefits reported for any NEO for any covered year. |

  198. Fiscal 2023 Nonqualified Deferred Compensation Table

    | | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Non-CEO NEOs | See note (3) | See note (3) | See note (3) | | SCT total compensation ($) (a) | 11,632,812 | 22,477,881 | 10,756,644 | | Less: stock award values reported in the SCT for the covered year ($) (a) | (9,314,983) | (18,906,128) | (8,738,715) | | Plus: fair value of stock awards granted in the covered year ($) (b) | 6,192,018 | 26,150,544 | 18,239,981 | | Change in fair value of outstanding unvested stock awards from prior years ($) (b) | (10,891,517) | 13,962,137 | 3,213,840 | | Change in fair value of stock awards from prior years that vested in the covered year ($) (c) | (2,694,850) | 5,084,863 | 1,215,713 | | Compensation actually paid ($) | (5,076,520) | 48,769,297 | 24,687,463 |

  199. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (a) Grant date fair values of stock awards reported in the SCT are calculated based on the following: |

  200. Fiscal 2023 Nonqualified Deferred Compensation Table

    | • | for time-based RSUs, the closing price of the Class C common stock as of the grant date as reported on the NYSE (or on the trade date immediately preceding the grant date, if the grant date occurs on a non-trading day); |

  201. Fiscal 2023 Nonqualified Deferred Compensation Table

    | • | for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, a Monte Carlo valuation model to simulate the probabilities of achievement as of the grant date; and |

  202. Fiscal 2023 Nonqualified Deferred Compensation Table

    | • | for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock as of the accounting grant date as reported on the NYSE, assuming target performance. |

  203. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (b) At each fiscal year-end, the fair value of stock awards granted and adjustments to stock award fair values are calculated based on the following: |

  204. Fiscal 2023 Nonqualified Deferred Compensation Table

    | • | for time-based RSUs, the closing price of the Class C common stock as of fiscal year-end as reported on the NYSE; |

  205. Fiscal 2023 Nonqualified Deferred Compensation Table

    | • | for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, a Monte Carlo simulation model to determine the fair values of such performance-based RSUs as of fiscal year-end; and |

  206. Fiscal 2023 Nonqualified Deferred Compensation Table

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  207. Fiscal 2023 Nonqualified Deferred Compensation Table

    | • | for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock as of fiscal year-end as reported on the NYSE and the related accrued performance modifier as of fiscal year-end. |

  208. Fiscal 2023 Nonqualified Deferred Compensation Table

    | For grants made prior to January 28, 2022, year-end fair values were adjusted as these grants were not entitled to dividend equivalent rights. |

  209. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (c) Adjustments for vested stock award fair values are calculated based on the following: |

  210. Fiscal 2023 Nonqualified Deferred Compensation Table

    | • | for time-based RSUs, the closing price of the Class C common stock on the trade date immediately preceding the vesting date as reported on the NYSE; |

  211. Fiscal 2023 Nonqualified Deferred Compensation Table

    | • | for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, the closing price of the Class C common stock on the trade date immediately preceding the vesting date as reported on the NYSE and the related realized performance modifier; and |

  212. Fiscal 2023 Nonqualified Deferred Compensation Table

    | • | for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock on the trade date immediately preceding the vesting date as reported on the NYSE and the related realized performance modifier. |

  213. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (5) Peer group total shareholder return represents the cumulative total shareholder return of the S&P 500 Information Technology Index, which we present in the stock performance graph required by Item 201(e) of Regulation S-K included in our annual report on Form 10-K for the year ended February 3, 2023. |

  214. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (6) We determined non-GAAP net revenue to be the most important performance measure used to link Company performance to compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs for Fiscal 2023. We define non-GAAP net revenue to be net revenue calculated and reported in accordance with GAAP as adjusted to exclude purchase accounting adjustments. Non-GAAP net revenue results for Fiscal 2022 and Fiscal 2021 are not the same as externally reported results as they are not presented on a continuing operations basis. Non-GAAP net revenue in this context includes VMware, Inc. results through the date of the VMware spin-off. |

  215. Fiscal 2023 Nonqualified Deferred Compensation Table

    Discussion of Information Presented in Pay Versus Performance Table We utilize a number of performance measures to align NEO compensation with Company performance. However, not all such measures are presented in the pay versus performance table above. In this section, we discuss the relationship between the compensation actually paid to our CEO and average compensation actually paid to our non-CEO NEOs for the last three fiscal years and the Company performance measures shown in the pay versus performance table. Compensation Actually Paid to our CEO and Pay Versus Performance Measures The following chart shows the compensation actually paid to our CEO in relation to our total shareholder return, or TSR, for each fiscal year presented, as well as our TSR compared to our peer group TSR for each such fiscal year.

  216. CEO Compensation Actually Paid and Company TSR

    CEO Compensation Actually Paid and Company TSR

  217. CEO Compensation Actually Paid and Company TSR

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  218. CEO Compensation Actually Paid and Company TSR

    following chart shows the compensation actually paid to our CEO in relation to our net income and non-GAAP net revenue for each fiscal year presented.

  219. CEO Compensation Actually Paid and Net Income and Non-GAAP Net Revenue

    CEO Compensation Actually Paid and Net Income and Non-GAAP Net Revenue Mr. Dell does not receive equity awards as a part of his compensation package. As a result, his compensation is not impacted by the Dell Technologies stock price as reflected in our TSR. A significant portion of Mr. Dell’s annual compensation is in the form of cash payable under our Incentive Bonus Plan, or IBP, as discussed under “Compensation Discussion and Analysis – Individual Compensation Components – Annual Cash Bonus,” which is tied to achievement of the Company’s non-GAAP net revenue and non-GAAP operating income targets. The increase in Mr. Dell’s compensation actually paid from Fiscal 2021 to Fiscal 2022 was primarily attributable to Mr. Dell’s voluntary relinquishment of a portion of his base salary in Fiscal 2021 in response to the COVID-19 pandemic. The decline in Mr. Dell’s compensation actually paid from Fiscal 2022 to Fiscal 2023 resulted from the Company’s performance against its IBP financial targets for the fiscal years.

  220. CEO Compensation Actually Paid and Net Income and Non-GAAP Net Revenue

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  221. CEO Compensation Actually Paid and Net Income and Non-GAAP Net Revenue

    Average Compensation Actually Paid to our Non-CEO NEOs and Pay Versus Performance Measures The following chart shows the average compensation actually paid to our non-CEO NEOs in relation to our TSR for each fiscal year presented, as well as our TSR compared to our peer group TSR for each such fiscal year.

  222. Non-CEO NEO Average Compensation Actually Paid and Company TSR

    Non-CEO NEO Average Compensation Actually Paid and Company TSR The following chart shows the average compensation actually paid to our non-CEO NEOs in relation to our net income and non-GAAP net revenue for each fiscal year presented.

  223. Non-CEO NEO Average Compensation Actually Paid and

    Non-CEO NEO Average Compensation Actually Paid and

  224. Net Income and Non-GAAP Net Revenue

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  225. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  226. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  227. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  228. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  229. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  230. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  231. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  232. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  233. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  234. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  235. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  236. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  237. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  238. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  239. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  240. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  241. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  242. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  243. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  244. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  245. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  246. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  247. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  248. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  249. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  250. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  251. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  252. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |

  253. AUDIT COMMITTEE

    | Pay Versus Performance Disclosure | Report of the Audit Committee | Security Ownership of Certain Beneficial Owners and Management | Transactions With Related Persons | Questions and Answers About the Annual Meeting | Additional Information | Annex A | Annex B | Annex C |