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Definitive Proxy Statement

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No fee required

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1.

To elect to the Board of Directors the two nominees specified in the accompanying proxy statement to serve as Class III directors, each for a three-year term expiring at the 2025 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified

2.

To ratify the appointment of PricewaterhouseCoopers LLP as Secureworks’ independent registered public accounting firm for the fiscal year ending February 3, 2023

3.

To approve, on a non-binding, advisory basis, the compensation of Secureworks’ named executive officers as disclosed in the accompanying proxy statement

4.

To vote on a non-binding, advisory basis on whether Secureworks should hold a non-binding, advisory vote by stockholders to approve the compensation of Secureworks’ named executive officers every 1 year, every 2 years or every 3 years

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Advancing Sustainability – We acknowledge that we have a responsibility to contribute to the health and prosperity of our society and our customers, suppliers and communities. We are reducing our carbon footprint by migrating our workloads to a more efficient and sustainable public cloud / SaaS environment. We also believe an efficient office footprint contributes to reducing our carbon footprint. To this end, we regularly analyze our facility usage to better rationalize our space needs.

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Upholding Ethics – Ethics and integrity help us establish a strong foundation for positive social impact. Our internal policies reflect our commitment to acting ethically and with integrity in our own operations and all our business relationships. We endeavor to embed ethical practices in all that we do and to take ownership for our actions, while enhancing wherever and whenever possible.

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Cultivating Inclusion – We believe that our culture should focus on respecting and celebrating teammates, learning from each other and allowing people to be themselves. Secureworks is committed to educating our teammates, enabling inclusion and enhancing diversity. To further these goals, we have created an internal work group to evolve diversity and inclusion programs, which supports our continued efforts to create an inclusive work environment. Additionally, we actively celebrate our employees’ diverse backgrounds throughout the year and strive to use more inclusive language within our business. We encourage employees to participate in a variety of employee resource groups, which help foster inclusion by facilitating dialogue and creating opportunities to learn and engage with others who can provide valuable insights, experience and perspective. Our commitment to diversity and inclusion starts at the top, with a highly skilled and diverse Board of Directors. As of the date of this proxy statement, three of our six directors qualify as “Diverse” under the board diversity rule adopted by the Nasdaq Stock Market, or Nasdaq. In Fiscal 2021, we instituted a talent acquisition policy aimed at ensuring that at least one candidate from an underrepresented group is included in external candidate interview slates, including at the executive officer level. We believe diversity helps foster creativity, increases collaboration and enhances innovation as we fortify our technology; therefore, we will continue to pursue inclusive employment policies that support women and diverse members of underrepresented groups.

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Community Involvement – We aim to give back to the communities where we live and work, and we believe that this commitment helps in our efforts to attract and retain employees. We partner with a variety of universities and inclusion-focused programs in the United States and abroad to promote STEM education for all. Beyond financial contributions, our team members participate in local events and provide volunteer services. We believe that our contributions make a meaningful difference in these communities throughout the year.

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Governance – In our commitment to govern with integrity and honesty, while putting our customers first, we have established standards and practices to which our Board of Directors, executives and employees are obligated to adhere. The Board of Directors is tasked with overseeing the establishment and maintenance of our governance, compliance and risk oversight processes and procedures to promote conducting our business with the highest standards of responsibility, ethics and integrity. Guided by an integrated perspective and approach to corporate responsibility, the Audit Committee, Compensation Committee and Nominating and Governance Committee all support the oversight, development and implementation of policies and management systems relating to environmental, social and governance issues to promote our compliance with applicable laws and best practices and to measure our performance against objectives established under those policies and systems.

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Class I directors, whose term will expire at the 2023 Annual Meeting of Stockholders

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Class II directors, who were elected at last year’s annual meeting and whose term will expire at the 2024 Annual Meeting of Stockholders

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Class III directors, whose term will expire at this 2022 Annual Meeting of Stockholders

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Yagyensh C. (Buno) Pati and Wendy K. Thomas serve as Class I directors.

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Pamela Daley and Kyle Paster serve as Class II directors.

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Michael S. Dell and Mark J. Hawkins serve as Class III directors.

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Leadership Experience – Secureworks 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 our current and future leaders.

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Industry Experience – Secureworks also seeks directors who have relevant industry experience. We value experience in our high-priority areas, including new or expanding services and solutions, client segments or geographies, organic and inorganic growth strategies and existing and new technologies; deep or unique understanding of Secureworks’ business environments; and experience with, exposure to or reputation among a broad subset of our client base.

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Financial Experience – Secureworks believes that all directors should possess an understanding of finance and related corporate reporting processes. We also seek directors who qualify as “audit committee financial experts,” as defined in the SEC’s rules, for service on the Audit Committee.

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International Experience – Secureworks seeks directors with a global mindset and experience in emerging markets to help guide our growth. In addition, we seek directors with operational experience to understand the competitive dynamics of our business strategy and execution and key business processes.

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Diversity of Background – A current strength of the Board stems from the diversity of perspectives and understanding that arises from discussions involving individuals of varied backgrounds and experience. While the Board of Directors has not established any formal diversity policy to be used to identify director nominees, when assessing a candidate’s background and experience, the Nominating and Governance Committee takes into consideration a broad range of factors, including a candidate’s gender, age, race and ethnicity. The Board seeks to include in the pool from which director nominees are chosen highly qualified diverse candidates. Although the Board of Directors has not established a formal diversity policy to identify nominees, in compliance with the Nasdaq board diversity rule, we have obtained self-identifying information from our Board of Directors and have determined that three of our six directors qualify as “Diverse” under the rule, as discussed below under “— Board Diversity Matrix.”

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Executive sessions without management and non-independent directors present are a standing Board agenda item at no fewer than two regular meetings of the Board each year. Executive sessions of the

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All Board committee members are independent directors. The committee chairs have authority to hold executive sessions without management and non-independent directors present.

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reviewing with our independent registered public accounting firm the scope and results of the firm’s annual audit of our financial statements;

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overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

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overseeing and discussing with management the policies and guidelines to govern the process by which risk assessment and risk management, including legal and regulatory risk, is undertaken;

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overseeing our compliance with legal and regulatory requirements, including, among others, compliance with federal banking laws and regulations applicable to us in connection with the solutions we provide to financial institutions regulated by the member agencies of the Federal Financial Institutions Examination Council, including that agency’s examination of the Company;

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reviewing our accounting and financial reporting policies and practices and accounting controls, including any analysis prepared by management and/or the independent audit firm to address any significant issues;

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reviewing with our management the scope and results of management’s evaluation of our disclosure controls and procedures and management’s assessment of our internal control over financial reporting, including the related certifications to be included in the periodic reports we file with the SEC;

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establishing adequate procedures for the confidential or anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters, or other ethics or compliance issues; and

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monitoring the compliance by our directors and executive officers with our Code of Conduct.

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annually reviewing and approving our executive compensation plans, programs and policies;

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annually reviewing and recommending all forms of compensation for our Chief Executive Officer for approval by the Board of Directors;

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annually reviewing and approving all forms of compensation for our other executive officers;

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

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acting as administrator of our equity-based and other incentive plans;

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reviewing the compensation of our non-employee directors for service on the Board of Directors and its committees at least once each year and recommending any changes to such compensation to the Board of Directors;

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reviewing and (except in the case of our Chief Executive Officer) approving our management succession plan, and discussing with the full Board the succession plan and the Company’s leadership development strategies and executive retention and diversity strategies, in each case at least annually; and

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monitoring summary data concerning employees of the Company and its subsidiaries and overseeing the Company’s policies and practices with respect to human capital management and diversity, equity and inclusion.

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identifying and evaluating potential candidates to be considered for appointment or election to the Board of Directors, including the consideration and inclusion of diverse candidates;

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

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

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

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reviewing our Corporate Governance Principles at least annually and recommending any changes to these principles to the Board of Directors;

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reviewing, overseeing, approving, ratifying or disapproving any transactions with related persons in accordance with Secureworks’ policy relating to these transactions;

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

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overseeing the development and implementation of policies and management systems relating to environmental, social and governance issues to ensure compliance with applicable law and best practices.

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The Audit Committee is responsible for the oversight of risk policies and risk assessment monitoring and mitigation measures relating to Secureworks’ financial statements and financial reporting, major information technology risk exposures (including cybersecurity risks) and compliance risk. The Audit Committee reviews and discusses with senior members of management and Secureworks’ independent registered public accounting firm significant risks to Secureworks and the steps management has taken or plans to take to minimize or manage such risks. The Audit Committee generally meets in executive session with members of senior management, where necessary, and the independent registered public accounting firm at regular meetings of the committee.

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The Compensation Committee oversees the assessment and management of risks associated with succession planning and leadership development and with our compensation plans and arrangements. In this role, the Compensation Committee evaluates the effect that Secureworks’ incentive compensation arrangements may have on risk decisions and reviews the relationship between risk management practices and compensation.

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The Nominating and Governance Committee oversees the assessment and management of risks related to Secureworks’ governance structure and process.

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maintains a plan to address any unexpected short-term absence of the CEO and identifies candidates who could act as interim CEO in the event of any such unexpected absence; and

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identifies potential successors to the CEO and, for internal candidates, reviews each candidate’s performance and development plan against the criteria and profile for the CEO role.

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an annual cash retainer of $35,000;

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an additional annual cash retainer for service as a member (but not chair) of the Audit, Compensation or Nominating and Governance Committee of $10,000, $6,000 or $4,000, respectively;

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an additional annual cash retainer for service as chair of the Audit, Compensation or Nominating and Governance Committee of $20,000, $12,000 or $8,000, respectively;

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an initial equity retainer upon the director’s appointment to the Board of Directors, in the form of a restricted stock unit, or RSU, award, with a value of $400,000 that will settle in shares of our Class A common stock and that will vest as described below; and

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an annual equity retainer with a value of $180,000 in each year of service, in the form of an RSU award that will vest as described below.

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independent directors will be able to elect to receive all or a portion of each of the (1) annual cash retainer, (2) cash retainer for service as a member (but not chair) of a committee and (3) cash retainer for service as chair of a committee in the form of (a) a deferred stock unit, or DSU, award that settles in shares of Class A common stock in the manner described below, (b) shares of Class A common stock or (c) cash, or a combination thereof;

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independent directors will be able to elect to receive all or a portion of the annual equity retainer in the form of a DSU award or in the form of an RSU award, or a combination thereof;

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the amount of the annual cash retainer was increased from $35,000 to $40,000; and

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the value of the annual equity retainer was increased from $180,000 to $200,000.

(1)

Amounts reported in this column include compensation for committee service during Fiscal 2022.

(2)

Amounts reported in this column reflect the aggregate grant date fair value of each RSU award granted to the director during Fiscal 2022, computed in accordance with FASB ASC Topic 718. These awards represent annual equity retainer awards in the form of RSUs that settle in shares of Class A common stock. The assumptions used by us in calculating these amounts are incorporated herein by reference to Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for Fiscal 2022, filed with the SEC on March 23, 2022.

(3)

The table below sets forth the aggregate number of unexercised stock option awards and the aggregate number of unvested stock awards (in the form of RSUs) held by each of our independent directors that were outstanding as of January 28, 2022.

(a)

This category includes fees incurred for professional services rendered in connection with the audit of the annual financial statements, review of the quarterly financial statements and services that are normally provided in connection with statutory audits of international subsidiaries.

(b)

This category includes fees incurred for professional services in connection with Secureworks’ preparation for compliance with Section 404(b) of the Sarbanes-Oxley Act of 2002, which is now applicable as of Fiscal 2022.

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a Say-on-Pay advisory vote every 1 year;

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a Say-on-Pay advisory vote every 2 years;

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a Say-on-Pay advisory vote every 3 years; or

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abstention from voting.

(1)

Represents, as of the end of Fiscal 2022, the aggregate number of shares of Class A common stock that were issuable upon the exercise or settlement of 161,925 outstanding options and 3,926,501 outstanding RSUs granted under the plan.

(2)

Weighted-average exercise prices do not reflect shares issuable in connection with the settlement of RSUs, as RSUs have no exercise price.

(3)

Represents, as of the end of Fiscal 2022, the aggregate number of shares of Class A common stock that were available for future issuance in connection with grants of options, stock appreciation rights, restricted stock, RSUs, deferred stock units, unrestricted stock, dividend equivalent rights and other equity-based awards under the plan.

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Taegis revenue grew 167% to $85.6 million from $32.1 million in Fiscal 2021.

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Net revenue was $535.2 million, a decrease of 4.6% from net revenue of $561.0 million in Fiscal 2021, reflective of our continued shift to higher-margin business.

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Gross profit was $318.1 million, compared with $318.9 million in Fiscal 2021. Non-GAAP gross profit increased to $335.3 million from $334.8 million in the prior fiscal year.

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Gross margin was 59.4%, compared with 56.8% in Fiscal 2021. Non-GAAP gross margin was 62.6%, compared with 59.7% in the prior fiscal year.

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Net loss was $39.8 million, or $0.48 per share, compared with $21.9 million, or $0.27 per share, in Fiscal 2021. Non-GAAP net income was $8.7 million, or $0.11 per share, compared with net income of $17.9 million, or $0.22 per share, in the prior fiscal year.

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Adjusted EBITDA was $18.6 million, compared with $33.2 million in Fiscal 2021.

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In June 2021, we announced that Mr. Cote would be retiring from his position as Chief Executive Officer of the Company and that Ms. Thomas would assume that role effective September 3, 2021. At

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In July 2021, Mr. Parrish received a grant of performance-based and time-based equity awards supplemental to his annual grant to ensure a competitive compensation opportunity and to secure his continued service in the key role of Chief Financial Officer.

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After the end of Fiscal 2022, our Compensation Committee determined, based on our financial performance for the year, that the corporate modifier applicable to both cash and equity awards granted to our named executive officers during the fiscal year would be 70.8%.

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structure our executive compensation to focus on driving the Company’s strategic revenue growth and long-term value;

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link Company and individual performance through compensation based on achievement of our financial goals and strategic objectives;

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conduct an annual compensation review and risk assessment to ensure that our executive compensation strategy aligns individual performance with the Company’s long-term business strategy and discourages excessive risk-taking at the expense of long-term results;

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provide compensation opportunities, including cash and equity incentives, that are competitive with those offered by companies with which Secureworks competes for executive talent;

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engage an independent compensation committee advisor to support the Committee in its executive compensation determinations; and

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maintain an independent Compensation Committee composed solely of independent directors with industry knowledge and experience.

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guarantee annual base salary increases or annual bonuses;

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provide for single-trigger vesting of equity or other payments in connection with a change in control;

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permit hedging or pledging of our stock;

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permit short-selling of our stock; or

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provide dividend equivalents on unvested equity awards.

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the annual performance of Secureworks as well as the performance of the executive officer’s business unit;

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the executive officer’s performance, experience and ability to contribute to Secureworks’ long-term strategic goals;

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the historical compensation of the executive officer;

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internal pay equity; and

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retention considerations.

(1)

Ms. Thomas’s appointment to Chief Executive Officer, effective September 3, 2021, was announced on June 3, 2021. Her salary increase was effective June 3, 2021 and was pro-rated through fiscal year end.

(2)

Mr. Cote’s salary was paid through the September 3, 2021 effective date of his retirement as Chief Executive Officer. See “—Other Compensation Matters—Severance and Change-in-Control Arrangements Applicable to Named Executive Officers—Severance Agreement with Michael Cote” below for a discussion of Mr. Cote’s severance arrangements.

(1)

Mr. Parrish’s bonus incentive opportunity increased for Fiscal 2022 to 60% from 55%. This increase was approved by the Committee based on analysis of individual performance and alignment with competitive market compensation.

(2)

Mr. Cote’s incentive bonus opportunity for Fiscal 2022 was not realized due to his retirement effective September 3, 2021, but Mr. Cote’s severance arrangements included cash compensation commensurate with a portion of this opportunity. See “—Other Compensation Matters—Severance and Change-in-Control Arrangements Applicable to Named Executive Officers—Severance Agreement with Michael Cote” below for a discussion of Mr. Cote’s severance arrangements.

(1)

Ms. Thomas’s base salary was increased to $500,000 effective June 3, 2021. As a result, Ms. Thomas’s eligible earnings represent a combination of her salary prior to the announcement of her appointment as CEO and her salary from June 3, 2021 through the end of the fiscal year.

(2)

Mr. Cote’s incentive bonus opportunity for Fiscal 2022 was not realized due to his retirement effective September 3, 2021, but Mr. Cote’s severance arrangements included cash compensation commensurate with a pro-rated portion of this opportunity. See “—Other Compensation Matters—Severance and Change-in-Control Arrangements Applicable to Named Executive Officers—Severance Agreement with Michael Cote” below for a discussion of Mr. Cote’s severance arrangements.

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Annual Physical – Secureworks pays for a comprehensive annual physical for each executive officer and the executive officer’s spouse or domestic partner and reimburses the executive officer’s related travel and lodging costs, each subject to an annual maximum payment of $5,000 per person.

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Other – The executive officers participate in Secureworks’ other benefit plans on the same terms as other employees. These plans include medical, dental and life insurance benefits, and the Secureworks 401(k) Plan. For additional information, see “Compensation of Executive Officers – Other Benefit Plans.”

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a violation of obligations regarding confidentiality or protection of sensitive, confidential or proprietary information, or trade secrets;

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an act or omission resulting in the named executive officer being charged with a criminal offense which constitutes a felony or involves moral turpitude or dishonesty;

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conduct which constitutes poor performance, gross neglect, insubordination, willful misconduct or a breach of the Company’s Code of Conduct or a fiduciary duty to the Company or its shareholders; or

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the Company determined that the named executive officer violated state or federal law relating to the workplace environment, including, without limitation, laws relating to sexual harassment or age, sex, race or other prohibited discrimination.

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a material reduction in compensation (base salary, target annual compensation or long-term incentive compensation) or health or welfare benefits (unless such reduction is an across-the-board reduction for all employees of the same pay grade);

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a demotion of more than one pay grade; and

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a relocation of the named executive officer’s work location of more than 50 miles.

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Wendy K. Thomas, who was appointed President of Customer Success effective June 27, 2020 and served as our principal executive officer from September 3, 2021

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Paul M. Parrish, who served as our principal financial officer

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Michael R. Cote, who served as our principal executive officer until September 3, 2021

(1)

Amounts reported for Fiscal 2022 represent restricted shares of Class A common stock granted on March 15, 2021 to Mr. Cote, restricted stock units granted on March 9, 2021 and July 26, 2021 to Mr. Parrish and restricted stock units granted on March 9, 2021 and June 3, 2021 to Ms. Thomas. In accordance with FASB ASC Topic 718, the time-based restricted stock unit awards granted on March 9, 2021 are valued as of June 21, 2021, the date stockholders approved the share increase amendment under the SecureWorks Corp. 2016 Long-Term Incentive Plan. Amounts reported for Fiscal 2021 represent restricted shares of Class A common stock granted on April 17, 2020 to Mr. Cote and restricted stock units granted on April 16, 2020 to Mr. Parrish and Ms. Thomas. The fair value for restricted stock awards and restricted stock units under the Company’s plan is generally based on the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Select Market, or Nasdaq, on the grant date. Amounts for Ms. Thomas and Mr. Parrish were contingent upon shareholder approval. Fair value was determined after the shareholder approval contingency was lifted on June 21, 2021. Amounts reported for Fiscal 2020 represent restricted shares of Class A common stock granted on April 2, 2019 to Mr. Cote and restricted stock units granted on December 13, 2019 to Mr. Parrish. Assuming achievement of the highest level of the performance conditions for the performance-based awards included in each grant, the grant date fair value reported would have been (a) for Mr. Cote, $11,698,765, $8,795,465 and $5,987,188 for Fiscal 2022, Fiscal 2021 and Fiscal 2020, respectively, (b) for Mr. Parrish, $3,683,248, $1,477,043 and $1,905,687 for the first grant in Fiscal 2022, the additional grant in Fiscal 2022 and the grant in Fiscal 2021, respectively and (c) for Ms. Thomas, $7,545,426, $6,907,103 and $3,176,137 for the first grant in Fiscal 2022, the special grant in Fiscal 2022 and the grant in Fiscal 2021, respectively. None of the stock units included in Mr. Parrish’s Fiscal 2020 award were subject to performance conditions.

(2)

Amounts reported represent awards earned under the SecureWorks Corp. Amended and Restated Incentive Bonus Plan.

(3)

Ms. Thomas’s appointment to Chief Executive Officer, effective September 3, 2021, was announced on June 3, 2021. Her salary increase was effective on June 3, 2021 and was pro-rated through fiscal year end.

(4)

Ms. Thomas was appointed President of Customer Success effective June 27, 2020. Her salary increase was effective as of that date and was pro-rated through fiscal year end.

(5)

Mr. Parrish commenced employment with us as our Chief Financial Officer effective on December 9, 2019. Mr. Parrish’s annual base salary, which is $450,000, was pro-rated from the date of his commencement of employment through fiscal year end. The amount shown for Mr. Parrish for Fiscal 2020 includes compensation in the amount of $6,923 for consulting services he provided to us in December 2019 prior to his appointment as Chief Financial Officer.

(6)

Represents a signing bonus for Mr. Parrish.

(7)

Mr. Cote’s employment as our Chief Executive Officer ended September 3, 2021.

(1)

For consulting services from September 3, 2021 through January 28, 2022.

(1)

Of the awards shown in the table:

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“IBP” refers to the SecureWorks Corp. Amended and Restated Incentive Bonus Plan.

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“PSU” refers to Fiscal 2022 performance-based stock units eligible to vest based on achievement measured against financial

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“RSU” refers to time-based restricted stock units.

(2)

Each named executive officer participated in the IBP. Awards under this plan were funded at 70.8% based on the corporate modifier. An individual modifier was applied for Ms. Thomas and Mr. Parrish.

(3)

The amounts shown in the Threshold, Target and Maximum columns reflect the minimum, target, and maximum number, respectively, of Fiscal 2022 performance-based stock units that are eligible to vest subject to the achievement of Fiscal 2022 performance goals. Plan participants must exceed the threshold goal in order to earn an award. The maximum number of shares is 200% of the target number of shares. If any of these units become eligible to vest, one-third of the restricted stock units would vest on the first anniversary of the grant date and the remaining two-thirds would vest in equal installments on the second and third anniversaries of the grant date. For more information about these performance-based stock units, see “Compensation Discussion and Analysis – Individual Compensation Components – Equity Incentives.”

(4)

The amounts shown represent the shares subject to restricted stock unit awards that may be eligible to vest upon achievement of corporate performance measures for Fiscal 2022. For more information about these performance-based stock units, see “Compensation Discussion and Analysis – Individual Compensation Components – Equity Incentives.” The grant date fair value is based on the closing

(5)

Reflects award of time-based restricted stock units. The grant vests ratably over a three-year period beginning on the first anniversary of the grant date.

(1)

Based on the closing price per share of Class A common stock of $14.07 as of January 28, 2022 as reported on Nasdaq.

(2)

Reflects award of performance-based restricted stock units granted on April 2, 2019. Under the applicable award agreement, restricted stock units were earned in connection with the certification of achievement of the applicable performance goals by the Committee on February 26, 2020. Based on the certification by the Committee, 100% of the 25,000 shares granted were earned. The earned restricted stock units vested, or will vest, in accordance with the terms of the award agreement in three equal installments on the first, second and third anniversaries of the grant date.

(3)

Reflects award of time-based restricted stock units. The grant vests ratably over a three-year period beginning on the first anniversary of the April 2, 2019 grant date.

(4)

Reflects award of time-based restricted stock units. The grant vests ratably over a three-year period beginning on the first anniversary of the September 26, 2019 grant date.

(5)

Reflects award of performance-based restricted stock units granted on April 16, 2020. Under the applicable award agreement, restricted stock units were earned in connection with the certification of achievement of the applicable performance goals by the Committee on February 23, 2021. Based on the certification by the Committee, 108.0% of the 56,818 restricted stock units granted were earned. The earned restricted stock units vested, or will vest, in accordance with the terms of the award agreement in three equal installments on the first, second and third anniversaries of the grant date.

(6)

Reflects award of time-based restricted stock units. The grant vests ratably over a three-year period beginning on the first anniversary of the April 16, 2020 grant date.

(7)

Reflects award of time-based restricted stock units. The grant vests ratably over a three-year period beginning on the first anniversary of the March 9, 2021 grant date.

(8)

Reflects award of performance-based restricted stock units granted on March 9, 2021. Under the applicable award agreement, restricted stock units were earned in connection with the certification of achievement of the applicable performance goals by the Committee on February 16, 2022. Based on the certification by the Committee, 70.8% of the 117,695 restricted stock units granted were earned. The earned restricted stock units vested, or will vest, in accordance with the terms of the award agreement in three equal installments on the first, second and third anniversaries of the grant date.

(9)

Reflects award of time-based restricted stock units. The grant vests ratably over a three-year period beginning on the first anniversary of the June 3, 2021 grant date.

(10)

Reflects award of performance-based restricted stock units granted on June 3, 2021. Under the applicable award agreement, restricted stock units were earned in connection with the certification of achievement of the applicable performance goals by the Committee on February 16, 2022. Based on the certification by the Committee, 70.8% of the 127,555 restricted stock units granted were earned. The earned restricted stock units vested, or will vest, in accordance with the terms of the award agreement in three equal installments on the first, second and third anniversaries of the grant date.

(11)

Reflects award of time-based restricted stock units. The grant vests ratably over a four-year period beginning on the first anniversary of the December 13, 2019 grant date.

(12)

Reflects award of performance-based restricted stock units granted on April 16, 2020. Under the applicable award agreement, restricted stock units were earned in connection with the certification of achievement of the applicable performance goals by the Committee on February 23, 2021. Based on the certification of achievement of the applicable performance goals by the Committee, 108.0% of the 34,091 restricted stock units granted were earned. The earned restricted stock units vested, or will vest, in accordance with the terms of the award agreement in three equal installments on the first, second and third anniversaries of the grant date.

(13)

Reflects award of time-based restricted stock units. The grant vests ratably over a three-year period beginning on the first anniversary of the April 16, 2020 grant date.

(14)

Reflects award of time-based restricted stock units. The grant vests ratably over a three-year period beginning on the first anniversary of the March 9, 2021 grant date.

(15)

Reflects award of performance-based restricted stock units granted on March 9, 2021. Under the applicable award agreement, restricted stock units were earned in connection with the certification of achievement of the applicable performance goals by the Committee on February 16, 2022. Based on the certification by the Committee, 70.8% of the 57,452 restricted stock units granted were earned. The earned restricted stock units vested, or will vest, in accordance with the terms of the award agreement in three equal installments on the first, second and third anniversaries of the grant date.

(16)

Reflects award of time-based restricted stock units. The grant vests ratably over a three-year period beginning on the first anniversary of the July 26, 2021 grant date.

(17)

Reflects award of performance-based restricted stock units granted on July 26, 2021. Under the applicable award agreement, restricted stock units were earned in connection with the certification by the Committee on February 16, 2022. Based on the certification of achievement of the applicable performance goals by the Committee, 70.8% of the 23,213 restricted stock units granted were earned. The earned restricted stock units vested, or will vest, in accordance with the terms of the award agreement in three equal installments on the first, second and third anniversaries of the grant date.

(18)

Reflects shares of Class A common stock subject to performance-based restricted share awards granted on April 2, 2019. Under the applicable award agreement, shares were earned in connection with the certification by the Committee on February 26, 2020. Based on the certification of achievement of the applicable performance goals by the Committee, 100% of the 87,500 shares granted were earned. The earned shares vested, or will vest, in accordance with the terms of the award agreement in three equal installments on the first, second and third anniversaries of the grant date.

(19)

Reflects shares of Class A common stock subject to time-based restricted share awards. The grant vests ratably over a three-year period beginning on the first anniversary of the April 2, 2019 grant date.

(20)

Reflects shares of Class A common stock subject to performance-based restricted share awards granted on April 17, 2020. Under the applicable award agreement, shares were earned in connection with the certification of achievement of the applicable performance goals by the Committee on February 23, 2021. Based on the certification by the Committee, 108.0% of the 227,273 shares granted were earned. The earned shares vested, or will vest, in accordance with the terms of the award agreement in three equal installments on the first, second and third anniversaries of the grant date.

(21)

Reflects shares of Class A common stock subject to time-based restricted share awards. The grant vests ratably over a three-year period beginning on the first anniversary of the April 17, 2020 grant date.

(22)

Reflects shares of Class A common stock subject to time-based restricted share awards. The grant vests ratably over a three-year period beginning on the first anniversary of the March 15, 2021 grant date.

(23)

Reflects shares of Class A common stock subject to performance-based restricted share awards granted on March 15, 2021. Under the applicable award agreement, shares were earned in connection with the certification by the Committee on February 16, 2021. Based on the certification of achievement of the applicable performance goals by the Committee, 70.8% of the 233,322 shares granted were earned. The earned shares vested, or will vest, in accordance with the terms of the award agreement in three equal installments on the first, second and third anniversaries of the grant date.

(1)

Represents the difference between the exercise price and the price of our Class A common stock, as reported on Nasdaq, at the time of exercise for each option.

(2)

Represents the closing price of our Class A common stock, as reported on Nasdaq on the immediately preceding trading date, multiplied by the number of shares of stock vesting on the applicable vesting date.

(1)

Reflects payments under a confidentiality, non-solicitation and non-competition agreement with Ms. Thomas in the event of a termination of employment without cause.

(2)

Reflects the value of accelerated equity awards in the event of an involuntary termination of employment within twelve months following a change in control of Secureworks, based on the closing price of $14.07 per share of the Class A common stock as of January 28, 2022, as reported on Nasdaq.

(3)

Reflects payments under our Severance Pay Plan, assuming employment is terminated without cause pursuant to a workforce reduction. Payments under this plan include amounts equal to a portion of the value of certain outstanding short-term and long-term equity and non-equity incentive awards. In the event of a termination of employment without cause that is not a qualifying termination under this plan, pursuant to his confidentiality, non-solicitation and non-competition agreement with us, Mr. Parrish would receive a severance amount equal to twelve months’ base salary ($450,000), subject to specified conditions.

(4)

Reflects payments under our Severance Pay Plan, assuming employment is terminated pursuant to a workforce reduction, after giving effect under the plan to the acceleration of equity awards in the event of an involuntary termination of employment within twelve months following a change in control of Secureworks. In the event of a termination of employment that is not a qualifying termination under the plan, pursuant to his confidentiality, non-solicitation and non-competition agreements with us, Mr. Parrish would receive severance amounts equal to twelve months’ base salary ($450,000), subject to specified conditions.

•

each director and director nominee;

•

each executive officer named in the Fiscal 2022 Summary Compensation Table under “Compensation of Executive Officers”;

•

all of our executive officers and directors as a group; and

•

each person known by us to own beneficially more than 5% of the outstanding shares of either class of our common stock.

•

2,500,000,000 shares of Class A common stock, of which 14,860,324 shares were issued and outstanding as of April 26, 2022; and

•

500,000,000 shares of Class B common stock, of which 70,000,000 shares were issued and outstanding as of April 26, 2022.