DEF 14A of Insight Enterprises Inc
Filed Apr 2, 2026 · FY20250000932696-26-000029
Our Board of Directors
Our Board of Directors •Independent Board. Our Board of Directors (the “Board of Directors” or the “Board”) is comprised entirely of independent directors, other than Joyce A. Mullen, who also serves as our President and Chief Executive Officer. •Independent Chair of the Board and Presiding Director. Timothy A. Crown serves as the independent Chair of our Board and Anthony A. Ibargüen serves as the Presiding Director of our Board, whose primary responsibility is to fill in for the Chair if Mr. Crown is unable to serve. •Independent Board Committees. All members of our Board’s Audit, Compensation and Nominating and Governance Committees are independent directors.
Our Board of Directors
| | | | | | Board Committee Membership | | | | Name | Age | Director Since | Primary Occupation | Independent | Audit | Compensation | Nominating & Governance | | Joyce A. Mullen | 64 | 2022 | President and Chief Executive Officer, Insight Enterprises, Inc. | | | | | | Timothy A. Crown | 62 | 1994 | Investor / Entrepreneur | ✓ | | | | | Richard E. Allen | 69 | 2012 | Investor | ✓ | × | | | | Bruce W. Armstrong | 64 | 2016 | Operating Partner, Khosla Ventures | ✓ | | × | | | Linda M. Breard | 56 | 2018 | Investor | ✓ | | × | | | Catherine Courage | 51 | 2016 | Vice President, of Experience for Consumer Products, Google, Inc. | ✓ | x | | × | | Janet Foutty | 59 | 2024 | Chief Executive Officer (retired), Deloitte Consulting LLP | ✓ | | × | × | | Anthony A. Ibargüen | 67 | 2008 | Executive Chair of Culligan Quench and Culligan Latin America | ✓ | | × | × | | Thomas Reichert | 59 | 2024 | Chief Executive Officer, Environmental Resources Management, Inc. | ✓ | × | | × | | Girish Rishi | 56 | 2017 | Chief Executive Officer, Cognite LLC | ✓ | × | | × |
Our Board of Directors
| | Committee Chair |
No Stockholder Rights Plan
No Stockholder Rights Plan The Company does not maintain a stockholder rights plan (commonly referred to as a poison pill). PROPOSAL 1 – Election of Directors Upon the recommendation of the Nominating and Governance Committee, the Board has nominated the 10 continuing directors for election to new terms expiring at the 2027 Annual Meeting of Stockholders, subject to the election and qualification of their successors.
No Stockholder Rights Plan
| Director Nomination Process |
No Stockholder Rights Plan
The Board of Directors is responsible for nominating individuals for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. The Nominating and Governance Committee is responsible for identifying and screening potential candidates and recommending qualified candidates to the Board for nomination. Third-party search firms may be, and have been, retained to identify individuals that meet the criteria of the Nominating and Governance Committee. The Nominating and Governance Committee will consider director candidates recommended by stockholders in the same manner in which it evaluates candidates it identified if such recommendations are properly submitted to the Company. Stockholders wishing to recommend nominees for election to the Board should submit their recommendations in writing to our Corporate Secretary by mail at Insight Enterprises, Inc., 2701 E. Insight Way, Chandler, Arizona 85286. See “Other Business – Stockholder Proposals and Director Nominations for the 2027 Annual Meeting” for additional information.
No Stockholder Rights Plan
| Director Qualifications |
No Stockholder Rights Plan
In selecting director candidates, the Nominating and Governance Committee and the Board of Directors consider the qualifications and skills of the candidates individually and the composition of the Board as a whole. Under our Corporate Governance Guidelines, the Nominating and Governance Committee and the Board review the following for each candidate, among other qualifications deemed appropriate, when considering the suitability of candidates for nomination as director: •Principal employment, occupation or association involving an active leadership role •Qualifications, attributes, skills and/or experience relevant to the Company’s business •Ability to bring diversity to the Board, including a mix of career experience and viewpoints •Other time commitments, including the number of other boards on which the potential candidate may serve •Independence and absence of conflicts of interest as determined by the Board’s standards and policies, the listing standards of NASDAQ and other applicable laws, regulations and rules •Financial literacy and expertise •Personal qualities, including strength of character, maturity of thought process and judgment, values and ability to work in a collegial manner
No Stockholder Rights Plan
| 2026 Nominees for Election to the Board of Directors |
No Stockholder Rights Plan
Each of the 10 director nominees listed below is currently a director of the Company, except Jack Azagury, our incoming President and Chief Executive Officer, who will be appointed as a director on April 13, 2026, in connection with his start date as President and Chief Executive Officer. Each also has been determined by the Board to be independent, other than our incoming President and Chief Executive Officer, Mr. Azagury. The following biographies describe the business experience of each director nominee. Following the biographical information for each director nominee, we have listed the specific experience and qualifications of that nominee that strengthen the Board’s collective qualifications, skills and experience. If elected, each of the director nominees is expected to serve for a term expiring at the 2027 Annual Meeting of Stockholders, subject to the election and qualification of his or her successor. The Board expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board may nominate. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES FOR ELECTION AS DIRECTORS.
No Stockholder Rights Plan
| Jack Azagury | Director of Insight Effective April 13, 2026 | | President and Chief Executive Officer of Insight beginning April 13, 2026 | | | Age: 53 | |
No Stockholder Rights Plan
Mr. Azagury has been elected as President and Chief Executive Officer and a director of Insight effective April 13, 2026. Mr. Azagury was most recently a Senior Advisor at TowerBrook Capital Partners L.P., an international investment firm, advising portfolio companies in its business services sector from September 2025 until March 2026. Mr. Azagury additionally serves as a member of the board of directors on two TowerBrook portfolio companies: EisnerAmper, a company providing audit, accounting, advisory, and tax services, as board chair since October 2025; and Berkeley Research Group, a management consulting firm, since September 2025. Mr. Azagury previously spent over 29 years at Accenture in various roles including from June 2022 to September 2025 as the group chief executive for consulting, leading Accenture’s global consulting services line. He also served on Accenture’s global management committee from March 2020 through September 2025 and executive committee from June 2022 through September 2025. Mr. Azagury holds a Master’s degree in Software Engineering from Imperial College London and an MBA from INSEAD. Mr. Azagury’s recognized experience and expertise in digital and AI-based transformation, operational improvement programs, strategy, and the management and operations of large institutions makes him a valuable addition to the Board. In addition, as our President and Chief Executive Officer, the Board believes it is appropriate for him to be a member of our Board.
No Stockholder Rights Plan
| Timothy A. Crown | Director of Insight Since: 1994 | | Chair of the Board, Independent Director | | | Age: 62 | |
No Stockholder Rights Plan
Mr. Crown has served as a director since 1994 and assumed the position of Chair of the Board in November 2004. Mr. Crown has been a non-employee director since 2004. Mr. Crown, a co-founder of the Company, stepped down from the position of President and Chief Executive Officer in November 2004, positions he had held since January 2000 and October 2003, respectively. Mr. Crown is also an officer and director of various private companies, including companies in which he has made investments.
Experience and Qualifications of Particular Relevance to Insight
Experience and Qualifications of Particular Relevance to Insight The Board believes Mr. Crown’s experience as a co-founder of the Company gives him a unique perspective on the Company’s opportunities, operations and challenges, and on the industry in which we operate. Mr. Crown’s experience in co-founding over 20 companies in the public, private and not-for-profit sectors also brings to our Board a focus on innovation and managing growth in rapidly changing environments.
Experience and Qualifications of Particular Relevance to Insight
| Richard E. Allen | Director of Insight Since: 2012 | | Independent Director | | | Age: 69 | |
Experience and Qualifications of Particular Relevance to Insight
Mr. Allen has served as a director since January 2012 and is one of the Audit Committee’s designated financial experts. Mr. Allen also serves as Chair of the Compensation Committee. Mr. Allen served at J.D. Edwards & Company, a cross-industry enterprise resource planning software solutions company, from 1985 to 2004, most recently as Executive Vice President, Finance and Administration, and served as a member of its board from 1992 to 2004. Prior to each of the following companies being acquired, he also served on the board of directors of RightNow Technologies, Inc., a publicly-held cloud-based customer relationship management business to consumer solutions provider, from 2004 until January 2012, and HireRight, Inc., a publicly-held provider of comprehensive employee background checks, from 2007 to 2009. He was the chair of the audit committee and a member of the compensation committee at both RightNow and HireRight. Mr. Allen served on the board and served as the audit committee chair for several privately-held companies that are cloud-based solutions and software providers. Since 2004, he served on the board of ten other public and private companies. Mr. Allen began his business career as a certified public accountant with Coopers & Lybrand in the audit division, where he last served as a Senior Auditor. The Board believes that Mr. Allen’s over 40 years of finance, accounting, business operations and board experience, including his experience with cloud-based businesses, audit committees and compensation committees, brings corporate governance and financial and industry expertise to our Board.
Experience and Qualifications of Particular Relevance to Insight
| Bruce W. Armstrong | Director of Insight Since: 2016 | | Independent Director | | | Age: 64 | |
Experience and Qualifications of Particular Relevance to Insight
Mr. Armstrong has served as a director since March 2016. Mr. Armstrong also serves as Chair of the Nominating and Governance Committee and is a member of the Compensation Committee. Mr. Armstrong has over 25 years of experience developing, marketing, selling, and investing in technology, with an emphasis in data warehousing and analytic applications. Since 2015, Mr. Armstrong has served as an Operating Partner at Khosla Ventures, a venture capital firm, working with enterprise technology portfolio companies. Prior to that, Mr. Armstrong was the President and Chief Executive Officer of PivotLink, a leading provider of SaaS BI applications, from 2011 to 2014; Chairman and Chief Executive Officer of Kickfire, a pioneer in next-generation data warehouse appliances focused on the open source MySQL database market, from 2008 to 2010; and President and Chief Executive Officer of publicly-traded KNOVA Software, a leading provider of search and analytic applications for unstructured data, from 2002 to 2007.
Experience and Qualifications of Particular Relevance to Insight
Experience and Qualifications of Particular Relevance to Insight The Board believes that Mr. Armstrong’s extensive experience as an executive of several technology companies and his strong background in Big Data and Analytics, next generation databases, data mining and the Internet of Things, along with his service on the boards of a variety of publicly-held and private companies, bring industry expertise and governance experience to our Board.
Experience and Qualifications of Particular Relevance to Insight
| Linda M. Breard | Director of Insight Since: 2018 | | Independent Director | Other Public Company Directorships: Rayonier Inc. and Paylocity Holding Corporation | | Age: 56 | |
Experience and Qualifications of Particular Relevance to Insight
Ms. Breard has served as a director since February 2018 and is one of the Audit Committee’s designated financial experts. Ms. Breard also serves as Chair of the Audit Committee and is a member of the Compensation Committee. Ms. Breard is a certified public accountant and currently serves on the board of directors for Rayonier Inc., a publicly-held land resources company and is a member of the audit and compensation committees. Prior to the merger of equals with Rayonier Inc. in January 2026, she served on the board of PotlatchDeltic Corporation, a publicly-held forest products company, for a decade, where she was chair of the audit committee and a member of the compensation committee. Ms. Breard also currently serves on the board of directors for Paylocity Holding Corporation, a publicly-held and leading cloud-based provider of HR, finance, and IT software solutions, where she is a member of the audit committee. She previously served as Executive Vice President and Chief Financial Officer of Kaiser Permanente of Washington from February 2017 to July 2017, following her role as Executive Vice President and Chief Financial Officer of Group Health Cooperative. From 2006 to 2016, Ms. Breard held various leadership positions at Quantum Corporation, a leading storage company, including Senior Vice President and Chief Financial Officer. Earlier in her career, from 1998 to 2006, she served in a variety of roles for Advanced Digital Information Corporation, a publicly-traded technology company, last serving as Vice President, Global Accounting and Finance, following six years in public accounting. The Board believes that Ms. Breard’s extensive background in finance, business operations and accounting, along with her audit committee service on the boards of other public companies, brings financial expertise and governance experience to our Board.
Experience and Qualifications of Particular Relevance to Insight
| Catherine Courage | Director of Insight Since: 2016 | | Independent Director | Other Public Company Directorships: MasterBrand, Inc. | | Age: 51 | |
Experience and Qualifications of Particular Relevance to Insight
Ms. Courage has served as a director since January 2016. Ms. Courage is a member of the Audit and Nominating and Governance Committees. Since October 2016, Ms. Courage has served as Vice President of Experience for Ads and Commerce and is now Vice President of Experience for Consumer Products at Google, a technology company specializing in Internet-related services and products. Prior to joining Google, Ms. Courage was Senior Vice President, Customer Experience for DocuSign, Inc., a digital transaction management cloud software company, from June 2015 to September 2016. She previously served as Senior Vice President, Customer Experience at Citrix from March 2009 to May 2015. Before that, she spent nine years in similar roles with Salesforce.com and Oracle. Ms. Courage also currently serves on the Board of Directors for MasterBrand, Inc., a publicly-held residential cabinet manufacturer, where she is a member of the audit committee and the nominating and governance committee.
Experience and Qualifications of Particular Relevance to Insight
Experience and Qualifications of Particular Relevance to Insight The Board believes that Ms. Courage’s work in brand design and customer experience and her extensive experience with leading information technology companies, are an asset to our Board, as we engage with our clients in the evolving digitally-driven marketplace.
Experience and Qualifications of Particular Relevance to Insight
| Janet Foutty | Director of Insight Since: 2024 | | Independent Director | | | Age: 59 | |
Experience and Qualifications of Particular Relevance to Insight
Ms. Foutty has served as a director since August 2024. Ms. Foutty is a member of the Compensation and Nominating and Governance Committees. She was previously an executive at Deloitte, where she held various roles of increasing responsibility for over 30 years. Most recently, Ms. Foutty served as the executive chair of the board of Deloitte US from June 2019 to August 2023, and as the Chief Executive Officer of Deloitte Consulting. Ms. Foutty led the digital transformation and growth of the business through significant investments in digital, AI, and cloud. Additionally, Ms. Foutty led Deloitte’s Federal and US Technology business units as the national managing director and headed the launch of Deloitte Digital. The Board believes that Ms. Foutty’s experience in the IT industry, extensive governance experience and leadership in scaling and managing technology businesses, along with her track record in driving M&A initiatives and expanding technology offerings/portfolios, brings strategic acumen and valuable depth to our Board.
Experience and Qualifications of Particular Relevance to Insight
| Anthony A. Ibargüen | Director of Insight Since: 2008 | | Independent Director | | | Age: 67 | |
Experience and Qualifications of Particular Relevance to Insight
Mr. Ibargüen has served as a director since July 2008, and from September to December 2009, he served as our interim President and Chief Executive Officer. Mr. Ibargüen is a member of the Compensation and Nominating and Governance Committees. He currently serves as Executive Chair of Culligan Quench and Culligan Latin America, subsidiaries of Culligan International, Inc. He previously served as Chief Executive Officer of Quench USA, Inc., beginning October 2010, and Chief Executive Officer and member of the Board of Directors of AquaVenture Holdings LLC, which was a New York Stock Exchange listed multinational provider of water purification and treatment services and technologies, until its sale to Culligan International in March 2020. In 2018, Mr. Ibargüen was elected to serve on the Board of Directors of the Federal Reserve Bank of Philadelphia, where he was Chairman and a member of the executive and nominating and governance committees through December 2025. From 2004 to 2008, he was Chief Executive Officer of Alliance Consulting Group, a privately-held IT consulting firm, and prior to that, Mr. Ibargüen was in leadership roles at several IT industry companies, including as President and member of the Board of Directors of Tech Data Corporation, a Fortune 500 global technology distribution company.
Experience and Qualifications of Particular Relevance to Insight
Experience and Qualifications of Particular Relevance to Insight The Board believes that Mr. Ibargüen’s over 30 years of experience in the IT industry and extensive knowledge of global enterprise management, finance, product distribution, value-added services and capital markets brings valuable perspective to our Board.
Experience and Qualifications of Particular Relevance to Insight
| Thomas Reichert | Director of Insight Since: 2024 | | Independent Director | | | Age: 59 | |
Experience and Qualifications of Particular Relevance to Insight
Mr. Reichert has served as a director since August 2024. Mr. Reichert is a member of the Audit and Nominating and Governance Committees. Since February 2022, Mr. Reichert has served as Chief Executive Officer of Environmental Resources Management, Inc. (“ERM”), a leading global provider of environmental, health, safety, risk, and social consulting services. Prior to ERM, Mr. Reichert spent over 25 years with the Boston Consulting Group, where he served as the global leader of DigitalBCG from January 2017 through February 2022, and in various leadership roles before that including the Chairman of North America and the global leader of the IT practice. The Board believes that Mr. Reichert’s 30 years of leadership and C-suite advisory experience in digital consulting and go-to-market and technology experience brings a valuable perspective to our Board, as the Company continues to drive its strategies and initiatives to build out higher margin services.
Experience and Qualifications of Particular Relevance to Insight
| Girish Rishi | Director of Insight Since: 2017 | | Independent Director | | | Age: 56 | |
Experience and Qualifications of Particular Relevance to Insight
Mr. Rishi has served as a director since December 2017. Mr. Rishi is a member of the Audit and Nominating and Governance committees. Since April 2022, Mr. Rishi has served as Chief Executive Officer of Cognite LLC, a global SaaS company that helps drive digital transformation for asset-heavy industrial clients. Prior to that, from January 2017 until February 2021, Mr. Rishi served as Chief Executive Officer of Blue Yonder, a provider of supply chain management software and consulting services. Previous to that, he worked at Tyco International, a security system company, where he was responsible for the firm’s global retail solutions business and North America building automation business from May 2015 to December 2016. He was a member of the Board of Directors of Digi International, Inc., a provider of machine-to-machine connectivity products and services, from June 2013 to January 2018. Previously, from October 2014 to May 2015, Mr. Rishi served as Senior Vice President, Enterprise at Zebra Technologies, which provides data capture and identification solutions. Prior to joining Zebra, he was Senior Vice President, Enterprise Solutions for Motorola Solutions, Inc., a leading provider of communications solutions that help businesses operate more efficiently. Prior to that, he served in a variety of roles for Motorola Solutions from 2005 to 2013, including Corporate Vice President, Enterprise Mobile Computing. From 2003 to 2004, Mr. Rishi was Senior Vice President, Marketing and Strategy at Matrics, Inc., a radio frequency identification company. From 1995 to 2003, he held positions of increasing responsibility at Symbol Technologies, a manufacturer and supplier of mobile data capture and delivery equipment, where he eventually led the EMEA region.
Experience and Qualifications of Particular Relevance to Insight
Experience and Qualifications of Particular Relevance to Insight The Board believes that Mr. Rishi’s industry experience and knowledge, as well as his leadership experience as a Chief Executive Officer and prior experience as a public company board member, brings valuable perspective to our Board.
Experience and Qualifications of Particular Relevance to Insight
| Board Refreshment |
Experience and Qualifications of Particular Relevance to Insight
Over the last several years, the Company has taken numerous steps to refresh our Board. In 2024, the Board appointed two directors: Ms. Foutty and Mr. Reichert, both of whom were selected following an extensive search, bring strong services experience and expertise. In 2025, Ms. Pushor and Mr. Baum, who served since 2005 and 2022, respectively, announced their retirements from the Board. The Board additionally appointed Mr. Azagury as a new director and Chief Executive Officer, effective April 13, 2026 in connection with the previously announced pending retirement of Ms. Mullen. The refreshment has increased the Board’s experiences, diversity and perspectives.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| Elements of Director Compensation |
DIRECTOR COMPENSATION
During 2023, the Compensation Committee engaged Meridian Compensation Partners, LLC (the “Compensation Consultant”) to assess the competitiveness of the Board’s director compensation program relative to market practices. Following the review of the Compensation Consultant, the Compensation Committee approved for 2024 a $15,000 retainer for Audit Committee members, a $10,000 retainer for Compensation Committee members, a $5,000 retainer for Nominating and Governance Committee members and an increase to the retainer for directors by $5,000, an increase to the retainer for the Chair of the Board by $50,000 and an increase to the annual restricted stock unit (“RSU”) grant by $45,000. The changes were implemented to further align the director compensation program with prevailing market and governance practices to reflect the Company’s evolving business model. No changes were made to the director compensation program for 2025, In September 2025, the Compensation Consultant conducted an updated market analysis and evaluation of the competitiveness of the Company’s director compensation program. Based on the Compensation Consultant’s findings and recommendations, the Compensation Committee determined that no changes to the director compensation program were warranted for 2026. The table below sets forth the elements of our 2025 and 2026 annual compensation program for our non-employee directors.
DIRECTOR COMPENSATION
| Annual Compensation Elements | 2025 and 2026 Amount | | Board Retainer | $90,000 | | Chair of the Board Retainer | $150,000 | | Audit Committee Chair Retainer | $30,000 | | Compensation Committee Chair Retainer | $20,000 | | Nominating and Governance Committee Chair Retainer | $15,000 | | Audit Committee Member Retainer | $15,000 | | Compensation Committee Member Retainer | $10,000 | | Nominating and Governance Committee Member Retainer | $5,000 | | Annual Stock Unit Grant Value | $200,000 |
DIRECTOR COMPENSATION
All retainers are paid quarterly in advance and, if applicable, are prorated based upon Board or chair service during the calendar year. Joyce A. Mullen, our President and Chief Executive Officer, does not receive compensation for her Board service. The annual RSU grant vests ratably over three years on the anniversary of the grant date and entitles the director to receive shares of our common stock upon vesting. In the year of appointment to the Board, a director receives a prorated portion of the annual RSU grant value based upon the number of days between appointment and the vesting date of the most recent annual grant to incumbent directors, which prorated award vests over three years on the anniversary of the grant date. RSU awards to non-employee directors fully vest upon retirement, subject to certain conditions.
DIRECTOR COMPENSATION
| Stock Ownership Guidelines |
DIRECTOR COMPENSATION
The Board believes that, to more closely align the interests of our non-employee directors with the interests of the Company’s other stockholders, each non-employee director should maintain a minimum level of ownership in the Company’s common stock. The Compensation Committee is responsible for periodically reviewing the stock ownership guidelines for non-employee directors and making recommendations to the Board as to any changes. Beginning in 2022, our guidelines require each non-employee director to hold shares equal to at least five times the amount of the annual retainer to be achieved over a five-year transition period. As of December 31, 2025, all non-employee directors had attained their required ownership level other than Ms. Foutty and Mr. Reichert, who are each still within the transition period, had attained their required ownership level.
DIRECTOR COMPENSATION
| 2025 Director Compensation Table |
DIRECTOR COMPENSATION
The table below sets forth information concerning compensation of the Company’s non-employee directors in 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Richard E. Allen | 135,000 | 200,060 | 335,060 | | Bruce W. Armstrong | 120,000 | 200,060 | 320,060 | | Linda M. Breard | 145,000 | 200,060 | 345,060 | | Catherine Courage | 107,500 | 200,060 | 307,560 | | Timothy A. Crown | 240,000 | 200,060 | 440,060 | | Janet Foutty | 105,000 | 200,060 | 305,060 | | Anthony A. Ibargüen | 105,000 | 200,060 | 305,060 | | Thomas Reichert | 110,000 | 200,060 | 310,060 | | Girish Rishi | 110,000 | 200,060 | 310,060 |
DIRECTOR COMPENSATION
(1)These amounts reflect the grant date fair value of the service-based RSU awards granted to our directors computed in accordance with FASB ASC Topic 718. (2)As of December 31, 2025, the aggregate number of outstanding and unvested stock awards held by each non-employee director was as follows:
DIRECTOR COMPENSATION
| Name | Unvested Stock Awards | | Richard E. Allen | 2,490 | | Bruce W. Armstrong | 2,490 | | Linda M. Breard | 2,490 | | Catherine Courage | 2,490 | | Timothy A. Crown | 2,490 | | Janet Foutty | 1,879 | | Anthony A. Ibargüen | 2,490 | | Thomas Reichert | 1,879 | | Girish Rishi | 2,490 |
DIRECTOR COMPENSATION
The cost of certain perquisites and other personal benefits are not included because in the aggregate they did not exceed, in the case of any non-employee director, $10,000.
OVERVIEW
In 2025, the Company delivered a strong finish to a challenging year and achieved record gross margin for the fourth quarter ended December 31, 2025, driven by continued execution in cloud and services as well as our profitability initiatives. The Company made significant progress in key growth areas, with cloud supported by demand for software‑as‑a‑service and infrastructure‑as‑a‑service, and services benefiting from both organic growth and contributions from acquisitions, including our acquisitions in 2025 of Inspire11 LLC (“Inspire11”), enhancing our AI and data expertise, and Sekuro Limited (“Sekuro”), expanding cybersecurity and digital resilience across APAC. The Company continued to expand its expertise across leading cloud platforms and enterprise solutions while strengthening its service delivery and advisory capabilities. We believe our continued focus positions us well to execute on our business goals and serve our clients’ needs as market conditions evolve. For the full year 2025, we delivered the following consolidated financial results: •Net sales declined 5% to $8.2 billion •Gross profit was relatively flat at $1.8 billion •Gross margin expanded approximately 110 basis points to 21.4% •Earnings from operations (“EFO”) declined 14% to $335 million, and non-GAAP Adjusted* EFO was relatively flat at $504 million •Diluted earnings per share (“EPS”) declined 26% to $4.86, and non-GAAP Adjusted* diluted EPS increased 2% to $9.87 •Non-GAAP Adjusted* return on invested capital (“ROIC”) from EFO was 10.07% and from Adjusted* EFO was 15.15%(1) (1)Calculated using a 26.0% tax rate. * See Appendix A for a reconciliation of each non-GAAP Adjusted financial measure to the most directly comparable GAAP measure and a discussion of why we believe these non-GAAP measures are useful. The following chart shows how a $100 investment in the Company’s common stock on December 31, 2020 would have grown to $107 on December 31, 2025. The chart also shows Insight’s performance versus the NASDAQ US Benchmark TR Index (Market Index) ($100 investment would have grown to $187) and the NASDAQ US Benchmark Computer Hardware TR Index (Industry Index) ($100 investment would have grown to $214) over the same period, with dividends reinvested. For further details about our performance in 2025, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
OVERVIEW
| Pay Element | | | | | | | Salary | Annual Cash Incentive Awards | Performance-Based RSUs | Service-Based RSUs | | Who Receives | All Named Executive Officers | | | | | When Granted | Annually | | | | | Form of Delivery | Cash | | Equity | | | Type of Performance | Short-term emphasis (fixed) | Short-term emphasis (variable) | Long-term emphasis (variable and at-risk) | Long-term emphasis (variable with stock price) | | Performance Period | Annual | 1 year | 50% have a 1 year performance period with earned shares vesting ratably over 3 years, and the other 50% have a 3 year performance period with cliff vesting | Vesting over 3 years | | How Payout Is Determined | Compensation Committee determination | Based upon formula established by Compensation Committee | Based upon formulas established by Compensation Committee | Compensation Committee determination | | Performance Measures | N/A | Non-GAAP Adjusted EFO, cloud gross profit and core services gross profit | Non-GAAP Adjusted ROIC and relative total shareholder return (“rTSR”) | N/A |
OVERVIEW
| | Our Executive Compensation Practices | | ✓ | Emphasis on performance-based (“at-risk”) compensation, with significant percentage delivered in the form of variable compensation | | ✓ | Long-term performance objectives aligned with the creation of stockholder value | | ✓ | Compensation Committee consists of independent directors only | | ✓ | Annual review of our compensation-related risk profile | | ✓ | Market comparison of executive compensation against relevant peer group information | | ✓ | Use of an independent compensation consultant reporting directly to the Compensation Committee and providing services only at the committee’s discretion | | ✓ | Robust stock ownership guidelines | | ✓ | Clawback policy | | ✓ | We do not provide excessive executive perquisites | | ✓ | We do not provide excessive severance benefits | | ✓ | We do not offer tax gross-ups for changes in control | | ✓ | We prohibit repricing of underwater stock options under our long-term incentive plan without stockholder approval | | ✓ | We prohibit hedging or short sales of our securities, and we prohibit pledging of our securities |
WHAT WE PAY AND WHY
The Compensation Committee does not use a single method or measure in setting or approving the target total direct compensation opportunities or each individual compensation element for our executive officers. Additionally, the Compensation Committee does not weigh any one factor of pay components in comparison to the other factors. The factors below, which the Compensation Committee considers when selecting and setting the amount of compensation for each of our executive officers, provide a framework for its compensation decision-making: •Our executive compensation philosophy objectives described above; •Our performance against the financial and operational goals and objectives established by the Compensation Committee and our Board; •Each individual executive officer’s qualifications, knowledge, skills, experience and tenure relative to other similarly-situated executives; •The scope of each executive officer’s role and responsibilities compared to other similarly situated executives; •The prior performance of each individual executive officer, based on an assessment of his or her contributions to our overall performance and ability to lead his or her business unit or function and work as part of a team; •The potential of each executive officer to contribute to our long-term financial, operational and strategic objectives; •The amount of compensation relative to that of our other executive officers; •Our financial performance relative to our peers and broader market; •The compensation practices and the positioning of each executive officer’s compensation relative to our compensation peer group and the broader market based on an analysis of competitive market data; •In the case of long-term incentive compensation, the value of any outstanding vested and unvested equity awards held by each of our executive officers, including the equity awards and other long-term compensation opportunities granted to each executive officer in prior years; and •The recommendations provided by our President and Chief Executive Officer regarding the compensation of our executive officers (other than the President and CEO), as described below.
WHAT WE PAY AND WHY
| Annual Cash Incentive Awards |
WHAT WE PAY AND WHY
We provide our senior management with short-term incentive compensation through our annual cash incentive program, the 2025 cash incentive plan. Short-term compensation under the 2025 cash incentive plan represents a significant portion of each Named Executive Officer’s target total cash compensation opportunity in a given year. As discussed in more detail below, payouts under the cash incentive plan resulted from the attainment of various performance goals that were specific to the Named Executive Officer’s geographic or functional responsibilities.
2025 Cash Incentive Plan
2025 Cash Incentive Plan For 2025, the Compensation Committee provided an incentive plan for certain management level teammates, including our Named Executive Officers. Consistent with 2024, the 2025 target cash incentive compensation amounts are calculated as a percentage of base salary. The percentages are generally consistent with those utilized in 2024. Under the 2025 cash incentive plan, defined financial objectives were established for our Named Executive Officers, and the percentages of total cash incentive compensation to be tied to each of the specified financial objectives were quantified as follows:
2025 Cash Incentive Plan
| Named Executive Officer | EFO | Core Services GP | Cloud GP | | Joyce A. Mullen | 50% (IEI) | 25% (IEI) | 25% (IEI) | | James A. Morgado | 50% (IEI) | 25% (IEI) | 25% (IEI) | | Adrian Gregory | 50% (EMEA) | 25% (EMEA) | 25% (EMEA) | | Jennifer Vasin | 50% (IEI) | 25% (IEI) | 25% (IEI) | | Robert Green | 50% (IEI) | 25% (IEI) | 25% (IEI) |
2025 Cash Incentive Plan
For purposes of our 2025 cash incentive plan: •Insight Enterprises, Inc. and subsidiaries (“IEI”) EFO was calculated on a consolidated non-GAAP Adjusted basis, with non-GAAP Adjusted IEI EFO being defined as the Company’s actual 2025 consolidated EFO, excluding certain items, specified and approved in advance by the Compensation Committee, that were not considered to be part of ongoing business (the “EFO exclusions”). Insight Europe, the Middle East and Africa (“EMEA”) EFO was calculated on a non-GAAP Adjusted basis, with non-GAAP Adjusted EMEA EFO being defined as the actual 2025 EFO from the Company’s EMEA operating segment, excluding the relevant EFO exclusions, on a constant currency basis. •“IEI Core Services GP” was based on the actual 2025 IEI Core Services gross profit (“GP”) results, measured against budget-based dollar targets approved by the Compensation Committee for IEI. “EMEA Core Services GP” was based on actual 2025 Core Services GP results from the Company’s EMEA operating segment, on a constant currency basis, measured against budget-based dollar targets approved by the Compensation Committee for EMEA. •“IEI Cloud GP” was based on the actual 2025 IEI cloud GP results, measured against budget-based dollar targets approved by the Compensation Committee for IEI. “EMEA Cloud GP” was based on the actual 2025 cloud GP results from the Company’s EMEA operating segment, on a constant currency basis, measured against budget-based dollar targets approved by the Compensation Committee for EMEA. The 2025 cash incentive plan required that the Company, or the relevant segment of the Company for which the executive has management responsibility, depending on the executive’s position, achieve a threshold percentage of the budgeted amount for the particular performance measure for any payment to be made to an executive with respect to that performance measure. Therefore, it was possible that a Named Executive Officer would have different levels of achievement for each of his or her separate performance measures, and perhaps receive no payment at all, depending on performance against the goal for each performance measure. The levels of performance were set in conjunction with the Company’s overall annual budget and were considered to be challenging, but achievable, given the uncertain economic environment and the tactical and strategic plans that were developed for 2025. Where actual results fell between specified performance levels, payments were calculated based on linear interpolation.
EFO Performance
| Financial Objective | Target | Actual | % Payout | | IEI EFO (non-GAAP Adjusted) | $527.7 million | $504.0 million | 85.0% | | EMEA EFO (non-GAAP Adjusted) | $58.6 million | $56.8 million | 89.3% |
Core Services GP
| Financial Objective | Target | Actual | % Payout | | IEI Core Services GP | $380.0 million | $332.8 million | 58.7% | | EMEA Core Services GP | $79.3 million | $66.5 million | —% |
Cloud GP
| Financial Objective | Target | Actual | % Payout | | IEI Cloud GP | $466.7 million | $494.9 million | 140.0% | | EMEA Cloud GP | $77.6 million | $71.5 million | 73.7% |
2025 Cash Incentive Plan Payouts
2025 Cash Incentive Plan Payouts The table below sets forth the 2025 target annual cash incentive award opportunities and the actual payouts to each of our Named Executive Officers based upon 2025 performance:
2025 Cash Incentive Plan Payouts
| Named Executive Officer | Percentage of Base Salary at Target | Bonus Target | Earned Payout as a % of Target | Actual Payout (1) | | Joyce A. Mullen | 150% | $1,500,000 | 92.2% | $1,383,000 | | James A. Morgado | 100% | $600,000 | 92.2% | $553,200 | | Adrian Gregory (2) | 100% | $624,798 | 63.1% | $394,248 | | Jennifer Vasin | 75% | $356,250 | 92.2% | $328,463 | | Robert Green | 60% | $291,000 | 92.2% | $268,302 |
2025 Cash Incentive Plan Payouts
(1) Based on actual versus target attainment, weighted across required financial objectives. (2) While Mr. Gregory’s 2025 target and earned cash incentive compensation is shown in U.S. dollars (rounded to the nearest thousand) for presentation in this proxy statement, Mr. Gregory is paid in British pounds. The target and earned cash incentive compensation was £463,500 and £292,469, respectively. Consistent with the presentation in the Summary Compensation Table in this proxy statement, Mr. Gregory’s actual 2025 earned cash incentive compensation payout was determined by multiplying the British pounds paid by the exchange rate applicable on the date paid of $1.3480 per British pound.
2025 Cash Incentive Plan Payouts
| Long-Term Equity-Based Incentive Program |
2025 Cash Incentive Plan Payouts
Under our long-term equity-based incentive program, the Compensation Committee has the authority to award various forms of long-term incentive compensation grants, including stock options, RSUs and performance-based awards. The Compensation Committee’s objectives for the 2025 long-term equity-based incentive awards were to: •Focus executives on key performance metrics aligned with long-term stockholder value creation and the Company’s long-term strategic plan; •Establish a direct link between compensation and the achievement of longer-term financial and strategic objectives; •Facilitate increased equity ownership by our executives; and •Retain the services of our executives through multi-year vesting requirements. For 2025, the annual long-term equity-based incentive compensation opportunities for our Named Executive Officers were granted in the form of performance-based RSUs and service-based RSUs, with the following key features to drive Company performance and align with stockholder interests:
2025 Cash Incentive Plan Payouts
| Performance-Based RSUs | •60% of target long-term incentive opportunity of which: ◦50% determined by measuring non-GAAP Adjusted ROIC performance goals, and ◦50% determined by rTSR, i.e., the Company’s relative TSR performance ranked on a percentile basis compared to companies defined in a custom peer group (“rTSR Comparator Companies”) RSUs Based on ROIC: •One-year performance period (2025) with 0-200% of target payout curve (threshold payout of 12.5% of target) •Earned shares vest ratably over three years on the anniversary of the grant date based upon attainment of ROIC performance goals, calculated as described below RSUs Based on rTSR: •Three-year performance period with 0-200% of target payout curve (threshold payout of 50% of target) with cliff vesting •Earned shares vest upon certification of final percentile attainment | | Service-Based RSUs | •40% of target long-term incentive opportunity •Value based on stock price at vesting •Vest ratably over three years |
2025 Cash Incentive Plan Payouts
Performance-based RSUs are earned only if the applicable pre-established financial goals are achieved. Earned ROIC performance-based RSUs are subject to a two-year vesting requirement, following the one-year performance period, for a total ratable vesting period of three years from grant. The rTSR performance-based RSUs will be earned, in whole, in part or not at all, based on the Company’s TSR compared to the rTSR Comparator Companies at the end of the three-year performance period, with immediate vesting at that point. To encourage over achievement of performance targets, significant upside potential exists related to the number of performance-based RSUs ultimately earned. The number of performance-based RSUs ultimately earned varies based on the achievement levels of financial performance, with greater numbers of shares awarded for higher levels of financial performance. If the Company’s financial performance does not meet or exceed the pre-established threshold for the applicable period, no performance-based RSUs are earned. To encourage retention, service-based RSU awards vest over a three-year vesting period. The Compensation Committee believes that the 60/40 weighting between performance-based and service-based RSUs has demonstrated its value to stockholders over many years. To provide a consistent long-term focus for our long-term equity-based incentive compensation and to continue to align the interests of our management and stockholders, the Compensation Committee makes annual grants of equity-based awards to our executives early in the year in connection with the annual budgeting process. Also, early in the year, the Compensation Committee approves the annual RSU program grants for management. For 2025, the Compensation Committee determined the target value of the equity-based awards for our executive officers, including our President and Chief Executive Officer, in part based on a competitive market benchmarking analysis described in more detail in the section below labeled “How We Make Executive Compensation Decisions.” Based on these studies, the Compensation Committee believes that the equity-based incentive compensation plan, including the use of performance-based RSUs, and the target level of awards granted to each executive, is competitive with market practice, and the 60/40 weighting between performance-based and service-based RSUs continues to reward our executives for performance and promotes retention of the Company’s executives. The approved dollar value of target equity-based incentive compensation amounts for the Named Executive Officers is below. Ms. Mullen’s target for 2025 is further discussed below under “Chief Executive Officer Compensation.”
2025 Cash Incentive Plan Payouts
| Named Executive Officer | 2025 Target (1) | | Joyce A. Mullen | $7,500,000 | | James A. Morgado | $1,400,000 | | Adrian Gregory | $800,000 | | Jennifer Vasin | $800,000 | | Robert Green | $400,000 |
2025 Cash Incentive Plan Payouts
(1) Amounts do not include the one-time retention RSU awards granted to the NEOs (other than Ms. Mullen), as discussed below under “2025 Key Executive Retention and Continuity Awards.”
2025 Annual Equity-Based Incentive Plan
2025 Annual Equity-Based Incentive Plan The 2025 RSU awards for executive officers which are 40% service-based and 60% performance-based, were approved on December 6, 2024 for awards granted on January 1, 2025 and February 12, 2025 for awards granted on February 20, 2025. The service-based RSUs vest in three equal annual installments beginning on February 20, 2026. Half of the performance-based grants, if earned, vest in three equal annual installments beginning on February 20, 2026, and the number of RSUs to be issued, if any, will vary depending on the Company’s ROIC for the fiscal year ending December 31, 2025, on a consolidated non-GAAP Adjusted basis, with non-GAAP Adjusted ROIC and invested capital being defined consistently with the computation methodology used by financial analysts that evaluate the Company. If the Company achieved less than 88% of its 2025 non-GAAP Adjusted ROIC target range, no RSUs would be issued or if the Company achieved greater than 112% of its 2025 non-GAAP Adjusted ROIC target range, 200% of the target number of RSUs would be issued. The non-GAAP Adjusted ROIC target range was set in conjunction with the Company’s overall annual budget and was considered to be challenging, but achievable, given the tactical and strategic plans that had been developed for 2025. Because the Company closed the Inspire11 and Sekuro acquisitions in 2025, the Company adjusted the non-GAAP Adjusted ROIC grid. The other half of the performance-based grants, if earned, are based on achievement of rTSR over a three-year measurement period from January 1, 2025, to December 31, 2027. For purposes of the rTSR calculation, the beginning and ending stock prices are each calculated based on the 20 trading days prior to the beginning and ending dates of the performance period. Earned awards cliff vest upon certification of the level of attainment by the Compensation Committee in accordance with the following payout scale:
2025 Annual Equity-Based Incentive Plan
| Payout Scale (1)(2) | Company’s TSR Percentile Rank vs. rTSR Comparator Companies | rTSR Performance Multiplier (3) | | Maximum | ≥ 80th percentile | 200% | | Target | 55th percentile | 100% | | Threshold | 30th percentile | 50% | | Below Threshold | < 30th percentile | —% |
2025 Annual Equity-Based Incentive Plan
(1) Payout percentages will be determined based on straight line interpolation for performance between threshold and target and between target and maximum. There will be no payout for performance below the threshold. (2) To determine the Company’s applicable percentile ranking for the performance period, TSRs are calculated for the Company and each rTSR Comparator Company. The entities are arranged by their respective TSRs (highest to lowest) and the Company is ranked by percentile among the rTSR Comparator Companies. (3) The number of rTSR performance award grants earned and vested are determined by multiplying the target award by the rTSR Performance Multiplier achieved at the end of the performance period.
2025 Key Executive Retention and Continuity Awards
The one-time stock retention and continuity awards are 50% service based and 50% performance-based. The service-based RSUs will vest in three equal annual installments beginning on December 15, 2026. The performance-based RSUs, if earned, are based on achievement of absolute share price goals (“aTSR”) over a three-year measurement period from December 15, 2025 through December 15, 2028, with earned awards cliff vesting on December 15, 2028 and upon certification of the level of attainment by the Compensation Committee.
2025 Equity Awards
2025 Equity Awards The following table sets forth the number of service-based, performance-based and retention continuity plan-based awards granted to our Named Executive Officers under the 2025 annual equity-based incentive plan and retention continuity plan grants:
2025 Equity Awards
| | | | Performance-Based RSUs Awarded | | | | | | | | Named Executive Officer | Service- Based RSUs Awarded (40%) | One-Time Retention Continuity Service-Based RSUs Awarded | Target Total Number of Performance- Based RSUs (60%)(1) | One-Time Retention Continuity Performance-Based RSUs Awarded | rTSR Award @Target (30%) | Non-GAAP Adjusted ROIC Award @Target (30%) | 2025 Actual Non-GAAP Adjusted ROIC | 2025 Actual ROIC Award Level | 2025 ROIC- Based RSUs Earned (#) | | Joyce A. Mullen | 18,073 | — | 28,348 | — | 14,793 | 13,555 | 15.15% | 50.0% | 6,778 | | James A. Morgado | 3,374 | 12,589 | 17,882 | 12,589 | 2,762 | 2,531 | 15.15% | 50.0% | 1,266 | | Adrian Gregory | 1,928 | 12,589 | 15,613 | 12,589 | 1,578 | 1,446 | 15.15% | 50.0% | 723 | | Jennifer Vasin | 1,928 | 9,442 | 12,466 | 9,442 | 1,578 | 1,446 | 15.15% | 50.0% | 723 | | Robert Green | 964 | 9,442 | 10,954 | 9,442 | 789 | 723 | 15.15% | 50.0% | 362 |
2025 Equity Awards
(1)Target was based on the Company achieving (i) its non-GAAP Adjusted ROIC target range for 2025 of 16.00% - 16.25%, and (ii) its target rTSR percentile rank of 55th versus its rTSR Comparator Companies over a three-year measurement period with the awards earned and vested after three years.
2026 Cash Incentive Plan
2026 Cash Incentive Plan For 2026, the Compensation Committee provided an incentive plan for certain management level teammates, including our Named Executive Officers. Consistent with 2025, the 2026 target cash incentive compensation amounts are calculated as a percentage of base salary. The following are the target percentages of base salary for our Named Executive Officers under the 2026 cash incentive plan:
2026 Cash Incentive Plan
| Named Executive Officer | Percentage of Base Salary at Target | | Joyce A. Mullen | 150% | | James A. Morgado | 100% | | Adrian Gregory | 100% | | Jennifer Vasin | 80% | | Robert Green | 80% |
2026 Cash Incentive Plan
Under the 2026 cash incentive plan, defined financial objectives were established for our Named Executive Officers, and the percentages of total cash incentive compensation to be tied to each of the specified financial objectives were quantified as follows:
2026 Cash Incentive Plan
| Named Executive Officer | EFO | Total GP | Services Revenue | | Joyce A. Mullen | 50% (IEI) | 25% (IEI) | 25% (IEI) | | James A. Morgado | 50% (IEI) | 25% (IEI) | 25% (IEI) | | Adrian Gregory | 50% (EMEA) | 25% (EMEA) | 25% (EMEA) | | Jennifer Vasin | 50% (IEI) | 25% (IEI) | 25% (IEI) | | Robert Green | 50% (IEI) | 25% (IEI) | 25% (IEI) |
2026 Cash Incentive Plan
The following considerations were reflected in our 2026 cash incentive plan: •The 2026 cash incentive plan again includes performance measures for IEI EFO and EMEA EFO calculated consistently with 2025 (see “2025 Cash Incentive Plan” under “Annual Cash Incentive Awards” above). •Reflecting the continued focus of the Company on the strategic objective of driving growth in the higher margin business, the 2026 cash incentive plan incorporates a performance measure of Total GP for all Named Executive Officers, which is comprised of IEI Total GP and EMEA Total GP. •Reflecting the continued focus of the Company on the strategic objective of driving growth in the services business, the 2026 cash incentive plan incorporates a performance measure of Services Revenue for all Named Executive Officers, which is comprised of IEI Services Revenue and EMEA Services Revenue.
2026 Equity-Based Incentive Plan
2026 Equity-Based Incentive Plan For 2026, below are the approved dollar value targets for the annual equity-based incentive compensation for each of the Named Executive Officers based on the evaluation of market data provided by the Compensation Consultant as well as the other factors noted above in the section “Factors Considered in Compensation Deliberations.”
2026 Equity-Based Incentive Plan
| Named Executive Officer | 2026 Target | | Joyce A. Mullen (1) | $— | | James A. Morgado | $1,800,000 | | Adrian Gregory | $1,000,000 | | Jennifer Vasin | $900,000 | | Robert Green | $650,000 |
2026 Equity-Based Incentive Plan
(1) Ms. Mullen did not receive 2026 equity‑based awards due to her planned retirement as President and Chief Executive Officer effective upon the Board’s election of her successor. The 2026 equity-based awards for Named Executive Officers are 40% service-based and 60% performance-based and were approved on December 16, 2025 for awards granted on January 1, 2026 and February 13, 2026 for awards granted on February 20, 2026. The service-based RSUs will vest in three equal annual installments beginning on February 20, 2027. The performance-based grants earned based on non-GAAP Adjusted ROIC will vest in three equal annual installments beginning on February 20, 2027. The performance-based grants earned based on rTSR will cliff vest upon certification of the level of attainment by the Compensation Committee after January 1, 2029. Vesting for the rTSR grants does not occur until after performance has been determined and certified by the Compensation Committee within 60 days following the end of the three-year performance period. The Company’s Adjusted ROIC for the fiscal year ending December 31, 2026 is calculated on a basis consistent with how it was calculated for 2025. If the Company achieves below 88% of its 2026 non-GAAP Adjusted ROIC target range, no RSUs will be issued or if the Company achieves greater than 112% of its 2026 non-GAAP Adjusted ROIC target range, 200% of the target number of RSUs will be issued. The non-GAAP Adjusted ROIC target range was set in conjunction with the Company’s overall annual budget and was considered to be challenging, but achievable, given the tactical and strategic plans that were developed for 2026. The Company’s rTSR compares Insight’s 3-year cumulative stockholder return (i.e., change in stock price plus dividends which are assumed to be reinvested) versus each company in the 2026 rTSR peer group. The peer group is a custom group of 30 distribution and technology companies. The performance period is January 1, 2026 through December 31, 2028. For purposes of the rTSR calculation, the beginning and ending stock prices are each calculated based on the 20 trading days prior to the beginning and ending dates of the performance period. The table below sets forth the award payout schedule for our Named Executive Officers under the rTSR metric.
2026 Equity-Based Incentive Plan
| Percentile Rank | Percentage of Payout at Target(1) | | ≥ 80th percentile | 200% | | 55th percentile | 100% | | 30th percentile | 50% | | < 30th percentile | — |
2026 Equity-Based Incentive Plan
(1) The payout percentage of target rTSR awards earned between award levels interpolates linearly with the Company’s rTSR percentile rank among the defined peer group. In determining the amount of equity-based incentive compensation for 2026, the Compensation Committee considered its goal to provide retention value for senior executives through stock price improvement, which the Compensation Committee believes aligns the interests of management and the stockholders. Based on the Compensation Committee’s review of the Compensation Consultant’s analysis of the competitiveness of the Company’s compensation levels, including its equity-based award levels, the Compensation Committee’s review of the Company’s 2026 budget, and in connection with implementation of the Company’s strategic plan, the Compensation Committee awarded service-based and performance-based RSUs, as described above, to each of our Named Executive Officers.
Chief Executive Officer Compensation
Chief Executive Officer Compensation The Compensation Committee determines compensation for the President and Chief Executive Officer using the same criteria it uses for other executives, placing relatively less emphasis on base salary and, instead, creating greater opportunities for performance-based short-term and long-term incentive compensation (cash and equity, respectively). Ms. Mullen’s base salary for 2025 was $1,000,000, remaining unchanged from her base salary in 2024. Ms. Mullen’s target annual cash incentive award opportunity is reflected as a percentage of base salary, which remained consistent at 150%, resulting in Ms. Mullen’s 2025 target annual cash incentive award being $1,500,000. The dollar value of 2025 target equity-based compensation awards approved by the Compensation Committee for Ms. Mullen increased 15% from 2024 to $7,500,000. As a result, target total direct compensation opportunity for 2025 was $10,000,000 (compared to $9,000,000 in 2024). Ms. Mullen’s actual annual direct compensation earned for 2025 was $8,756,781, or approximately 88% of the total target. For 2026, Ms. Mullen base salary of $1,000,000 remains unchanged from 2025. Ms. Mullen’s target annual cash incentive award opportunity is reflected as a percentage of base salary, which remained consistent at 150%, resulting in Ms. Mullen’s 2026 target annual cash incentive award also remaining unchanged at $1,500,000. Ms. Mullen did not receive equity‑based awards for 2026. As previously announced, Ms. Mullen intends to retire as our President and Chief Executive Officer, effective upon the election of her successor, which is set to occur on April 13, 2026. In accordance with the terms of Ms. Mullen’s new employment agreement entered into on November 7, 2025, upon the date her successor assumes the position of Chief Executive Officer, Ms. Mullen will continue to serve as an employee of the Company in the capacity of Executive Vice President, Strategic Development through March 31, 2028. Upon her transition to service as Executive Vice President, Strategic Development, Ms. Mullen will receive an annual base salary of $300,000 and will continue to participate in the Company’s benefit plans. Ms. Mullen’s base salary and cash incentive in connection with her role as our President and Chief Executive Officer will be prorated through her last day service as our President and Chief Executive Officer.
Severance Arrangements and Change in Control Provisions
Severance Arrangements and Change in Control Provisions Severance and change in control provisions are designed to facilitate the Company’s ability to attract and retain executives as the Company competes for talented employees in a marketplace where such protections are commonly offered. Severance benefits are designed to provide benefits to ease an executive’s transition following an employment termination by the Company due to changes in the Company’s employment needs. Change in control benefits are intended to encourage executives to remain focused on the Company’s business in the event of rumored or actual fundamental corporate changes. The Company applies double-trigger equity vesting acceleration in the event of a change-in-control. Both severance and change in control benefits are often a critical part of an executive’s initial compensation package, and key executives may not have accepted our offers of employment if we had not provided market-level severance and change in control benefits. See further detail under the section entitled “Employment Agreements, Severance and Change in Control Provisions.”
Equity-Based Award Grant Policy and Grant Practices
Equity-Based Award Grant Policy and Grant Practices Our equity-based award grant policy governs the timing and establishes certain internal controls over the grant of equity-based awards, including stock options (which we have not granted since 2007), restricted stock and restricted stock units. The policy requires that the Compensation Committee, or Board, generally approves the grant, including target value, of annual equity-based awards for our executive officers, including each of the Named Executive Officers, at its February meeting each year. In special circumstances, such as the hiring or promotion of an individual, or when the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of equity-based awards at other times. Our equity-based award grant policy prohibits the Company from purposely accelerating or delaying the public release of material information in consideration of a pending equity award in order to allow the recipient to benefit from a more favorable share price. Our equity-based award grant policy further requires that the Compensation Committee and the Board consider, with management’s advisement, whenever material non-public information is planned to be released to the public in close proximity to the grant of an equity award.
HOW WE MAKE EXECUTIVE COMPENSATION DECISIONS
| Guidance from the Compensation Committee’s Independent Compensation Consultant |
HOW WE MAKE EXECUTIVE COMPENSATION DECISIONS
| Comparison Peer Groups |
HOW WE MAKE EXECUTIVE COMPENSATION DECISIONS
To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee annually reviews market data from multiple peer groups of companies as well as general industry survey data to obtain a broad view of competitive practices among industry peers and competitors for executive talent. As described above, the Compensation Committee has asked the Compensation Consultant to advise the Compensation Committee on all matters related to executive compensation. To help assess pay levels and set compensation for 2025 and 2026, the Compensation Consultant advised the Compensation Committee on a wide range of issues, including, without limitation, competitive market data at the time of hire and at the time of promotions for specific positions. Additionally, the Compensation Consultant conducted a review of multiple comparison groups and relevant data sources, such as existing pay levels and other publicly available information about trends in executive compensation (e.g., Equilar, AON, and data sourced from proxy statements). To assist the Compensation Committee in evaluating and determining executive compensation for 2025, the Compensation Consultant used a single peer group of 21 technology companies to better align with the Company’s evolving business model (the “Technology Solutions Peer Group” or the “comparison group”), as described below. The comparison group was approved by the Compensation Committee based upon management’s and the Compensation Committee’s review of competitors and relevant industry comparisons, and on the advice of the Compensation Consultant. The primary characteristics of the Technology Solutions Peer Group were:
HOW WE MAKE EXECUTIVE COMPENSATION DECISIONS
| Technology Solutions Peer Group Characteristics | | | ✓ | A custom group of companies that we consider to be our primary competitors, particularly with respect to competition for talent, customers or suppliers. The Technology Solutions Peer Group, which comparison group was used to assess compensation levels for the President and Chief Executive Officer and Chief Financial Officer, includes publicly-traded companies providing technology solutions, including hardware, software and services. |
Peer Companies - 2025 Executive Pay Levels
Peer Companies - 2025 Executive Pay Levels The companies included in the Technology Solutions Peer Group for 2025 were as follows:
Peer Companies - 2025 Executive Pay Levels
| Technology Solutions Peer Group | | | Arrow Electronics, Inc. | Gen Digital Inc. | | Avnet, Inc. | Hewlett Packard Enterprise | | Belden Inc. | Jabil Inc. | | Benchmark Electronics, Inc. | Kyndryl Holdings, Inc. | | CDW Corporation | NCR Voyix Corporation | | Cognizant Technology Solutions | PC Connection, Inc. | | CommScope Holding Company, Inc. | Rackspace Technology, Inc. | | DXC Technology Company | Sanmina Corporation | | EPAM Systems, Inc. | ScanSource, Inc. | | ePlus Inc | WESCO International, Inc. | | Flex Ltd. | |
Peer Companies - 2025 Executive Pay Levels
The companies included in the Technology Solutions Peer Group for 2025 are all publicly-traded companies with annual revenues of less than $31 billion. Based on data compiled by the Compensation Consultant at the time the peer group was approved by the Compensation Committee, the median revenue of the comparison group in 2025 was $6.7 billion, and the median market cap in 2025 was $5.7 billion. In preparation for its 2026 executive compensation decisions, the Compensation Committee reviewed the Compensation Consultant's December 2025 assessment and concluded that the Technology Solutions Peer Group remains appropriate for the Company's size and complexity. The only change was the removal of Hewlett Packard Enterprise. The Compensation Committee believes this revised peer group of 20 companies provides a meaningful benchmark for current pay practices, compensation levels, and broader compensation trends across the key segments in which the Company operates, and is appropriate for assessing 2026 executive compensation.
2025 EXECUTIVE COMPENSATION
| 2025 Summary Compensation Table (“SCT”) |
2025 EXECUTIVE COMPENSATION
| Name And Principal Position | Year | Salary ($) | Bonus(5) ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Joyce A. Mullen, President and Chief Executive Officer | 2025 | 1,000,000 | — | 8,085,326 | 1,383,000 | 30,621 | 10,498,947 | | | 2024 | 1,000,000 | — | 6,902,996 | 736,500 | 19,347 | 8,658,843 | | | 2023 | 925,000 | — | 8,218,464 | 1,533,188 | 17,070 | 10,693,722 | | James A. Morgado, Chief Financial Officer | 2025 | 600,000 | — | 3,076,772 | 553,200 | 18,967 | 4,248,939 | | Adrian Gregory, President, EMEA(4) | 2025 | 611,000 | — | 2,429,712 | 394,248 | 18,126 | 3,453,086 | | | 2024 | 592,000 | — | 1,143,751 | 406,332 | 71,922 | 2,214,005 | | | 2023 | 559,000 | 1,058,630 | 2,151,222 | 433,000 | 14,257 | 4,216,109 | | Jennifer Vasin, Chief Human Resources Officer | 2025 | 475,000 | — | 2,037,942 | 328,463 | 18,122 | 2,859,527 | | Robert Green, Chief Digital Officer | 2025 | 485,000 | — | 1,900,194 | 268,302 | 25,726 | 2,679,222 |
2025 EXECUTIVE COMPENSATION
| 2025 Grants of Plan-Based Awards Table |
2025 EXECUTIVE COMPENSATION
| 2025 Outstanding Equity Awards at Fiscal Year-End Table |
2025 EXECUTIVE COMPENSATION
| 2025 Stock Vested Table |
2025 EXECUTIVE COMPENSATION
| 2025 Chief Executive Officer Pay Ratio |
2025 EXECUTIVE COMPENSATION
| Pay Versus Performance |
2025 EXECUTIVE COMPENSATION
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table for CEO($)(1) | Compensation Actually Paid to CEO(1)(3) ($) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-CEO Named Executive Officers(2)(3) ($) | Cumulative TSR ($) | Peer Group Cumulative TSR(4) ($) | Net Earnings ($, in thousands) | Company Selected Measure - Adjusted Non-GAAP ROIC(5) | | 2025 | 10,498,947 | 684,103 | 3,310,194 | 2,127,847 | 107.07 | 186.96 | 157,347 | 15.15% | | 2024 | 8,658,843 | (3,178,281) | 2,358,193 | (573,947) | 216.39 | 192.86 | 249,691 | 15.28% | | 2023 | 10,693,722 | 21,050,619 | 3,991,384 | 7,306,108 | 252.08 | 154.93 | 281,309 | 17.27% | | 2022 | 6,217,650 | 5,877,012 | 3,233,865 | 3,191,053 | 142.65 | 122.55 | 280,608 | 15.94% | | 2021 | 6,638,325 | 10,466,880 | 2,212,425 | 3,158,776 | 151.66 | 152.67 | 219,345 | 14.01% |
Description of Relationship Between CEO and Non-CEO Named Executive Officers Compensation Actually Paid and Net Earnings
Description of Relationship Between CEO and Non-CEO Named Executive Officers Compensation Actually Paid and Net Earnings The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our non-CEO Named Executive Officers and our Net Earnings during the five most recently completed fiscal years.
Description of Relationship Between CEO and Non-CEO Named Executive Officers Compensation Actually Paid and Adjusted Non-GAAP ROIC
Description of Relationship Between CEO and Non-CEO Named Executive Officers Compensation Actually Paid and Adjusted Non-GAAP ROIC The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our non-CEO Named Executive Officers, and the Company selected financial measure - Adjusted non-GAAP ROIC over the five most recently completed fiscal years.