Dell's Board is Driven to Distraction

Members of Dell Inc.’s (NYSE: DELL)Board of Directors have many distractions preventing them from reviving the struggling computer maker which help their back accounts and hurt the computer’s long-suffering shareholders.

Many have overseen the company from its time at the top of the PC market to when Hewlett-Packard Co. (NYSE: HPQ) overtook it.  They saw Chief Executive Michael Dell be hailed as a technology visionary and pay a $4 million fine to the SEC for failing to disclose material information to investors.  Dell got slapped with a $100 million fine.   Michael Dell was lucky he escaped with a small penalty and got to keep his job for reasons the sycophants on the board have yet to explain.

“The independent directors of the Board of Directors unanimously have determined that it is in the best interests of the company and its stockholders that Mr. Dell continue to serve as the Chairman and Chief Executive Officer of the company,” according to Dell’s most recent proxy.

Dell’s board is filled with professional directors — and that’s not meant as a compliment.  Some have spread themselves so thin that it’s hard to believe that they have much of anything, let alone oversee a Fortune 500 company. How they justify taking their $75,000 retainer is beyond me.  Two unions seeking Dell’s ouster point out that Michael Dell realized $453.8 million in total compensation between 2000 and 2009 while shares plunged 66 percent.

Former Sen. Sam Nunn, Dell’s presiding director, illustrates this point perfectly. His day job is as the head of the Nuclear Threat Initiative. In his spare time, he  serves as a director of Chevron Corporation (NYSE: CVX), The Coca-Cola Company (NYSE: KO)  and General Electric Company (NYSE: GE).  Nunn has been a Dell director since December 1999.

William Gray is another former member of Congress on Dell’s board.  An ordained Baptist minister, Gray has been on Dell’s board since November 2000. He is also a director of J.P. Morgan Chase & Co. (NYSE: JPM), Prudential Financial, Inc., and Pfizer Inc (NYSE: PFE).

Judy C. Lewent, the CFO of Merck & Co (NYSE: MRK). has been a director since May 2001. Ms. Lewent is also a director of Motorola, Inc. (NYSE: MOT) and Thermo Fisher Scientific.

Board member James W. Breyer may be the busiest of the bunch. He also serves on the board of Marvel Entertainment where he is the founding chairman of the Strategic Planning Committee. He is also on the board of several private companies such as Facebook, and is on the Strategic Investment Committee/Board of Accel-KKR, IDG-Accel China Funds, and Facebook Seed Fund.   Breyer’s day job is as a partner at Accel Partners. He also is close to Michael Dell as the proxy notes.

Dell has made investments as a limited partner in the Accel Internet Fund III L.P. (in October 1999) and the Accel Internet Fund IV L.P. (in May 2001). Additionally, Michael Dell, through his investment company MSD Capital, made an investment as a limited partner he Accel Internet Fund III L.P.

Donald J. Carty , former AMR Corp. (AMR) CEO, has been a member of the Board since December 1992. Klaus S. Luft, is the founder and chairman of the Supervisory Board of Artedona AG, a privately held mail-order e-commerce company established in 1999 and based in Germany. He has been a Dell director since  March 1999.

Alex Mand, the executive chairman of smart card giant Gemalto, is a board member of Hewitt Associates, Inc., Horizon Lines. He has been on Dell’s board  since November 1997