DEF 14A of Wesco International Inc, Apr 17, 2026

DEF 14A of Wesco International Inc

Filed Apr 17, 2026 · FY20250001193125-26-159688

Open on EDGAR

  1. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors The following Director Nominees have been nominated for election to our Board for a term expiring at the 2027 Annual Meeting of Stockholders: John J. Engel, Glynis A. Bryan, Michael L. Carter, Anne M. Cooney, Matthew J. Espe, Sundaram Nagarajan, James L. Singleton, Easwaran Sundaram, Laura K. Thompson and David C. Wajsgras.

  2. Our Board unanimously recommends a vote “FOR”

    Our Board unanimously recommends a vote “FOR” each of the Director Nominees.

  3. Board of Directors

    Board of Directors The Board of Directors is composed of twelve directors as of the filing date of this Proxy Statement. Two directors, Bobby J. Griffin and Steven A. Raymund, will retire from the Board at the end of their current term and are not standing for re-election at the 2026 Annual Meeting. The Director Nominees are to be elected at the Annual Meeting for a one-year term expiring in 2027, subject to earlier retirement, resignation or removal. The following is the complete list of individuals who comprise our Board of Directors and Board Committees as of March 30, 2026.

  4. Board of Directors

    | Name | Age | Director Since | Audit | Compensation | Executive | Nominating and Governance | | John J. Engel | 64 | 2008 | | | | | | Glynis A. Bryan | 67 | 2023 | | | | | | Michael L. Carter | 57 | 2026 | | | | | | Anne M. Cooney | 66 | 2021 | | | | | | Matthew J. Espe | 67 | 2016 | | | | | | Bobby J. Griffin(1) | 77 | 2014 | | | | | | Sundaram Nagarajan | 63 | 2022 | | | | | | Steven A. Raymund(1) | 70 | 2006 | | | | | | James L. Singleton(2) | 70 | 1998 | | | | | | Easwaran Sundaram | 55 | 2018 | | | | | | Laura K. Thompson | 61 | 2019 | | | | | | David C. Wajsgras | 66 | 2026 | | | | |

  5. Board of Directors

    (1) Messrs. Griffin and Raymund will retire from the Board at the end of their current term on May 28, 2026 and are not standing for re-election at the 2026 Annual Meeting. (2) Lead Director

  6. Board of Directors

    | | Chair |

  7. Board of Directors

    | | Member |

  8. Board of Directors

    | Wesco 2026 Proxy Statement | Board of Directors | 6 |

  9. Board of Directors

    The following information is provided regarding our Directors as of March 30, 2026:

  10. Board of Directors

    | | | |

  11. Board of Directors

    The following information is provided regarding our Directors as of May 28, 2026, following the retirements of Messrs. Griffin and Raymund at the end of their current term, assuming all Director nominees are elected at the 2026 Annual Meeting:

  12. Board of Directors

    | | | |

  13. Board of Directors

    Our Board proactively seeks Director candidates to provide representation of relevant and varied backgrounds, perspectives, skills, and experiences in our business and in the boardroom. During the past eight years, the Board has added six new Directors as part of its on-going refreshment process, including two new Directors in January 2026. The matrix below describes the self-identified gender and race or ethnicity attributes of our Directors:

  14. Board of Directors

    | Board Background Matrix | | | | | | | As of March 30, 2026 | | As of May 28, 2026 | | | Total Number of Directors | 12 | | 10 | | | Gender Identity: | Female | Male | Female | Male | | | 3 | 9 | 3 | 7 | | Demographic Background: | | | | | | African American or Black | 1 | 2 | 1 | 1 | | Asian | 0 | 2 | 0 | 2 | | White | 2 | 5 | 2 | 4 |

  15. Board of Directors

    | Wesco 2026 Proxy Statement | Board of Directors | 7 |

  16. Director Skills, Experience, and Background

    Director Skills, Experience, and Background The Board regularly reviews the relevant skills, experiences, and backgrounds that it believes are desirable to be represented on the Board and, in conjunction with the Board’s refreshment process described herein, has evaluated these skills and qualifications to align with the Company’s strategic vision, business and operations. The following is a description of some of these skills, experiences and backgrounds, along with the percentage of our Directors that bring such skills and qualifications to the Board.

  17. Director Skills, Experience, and Background

    | 100% | 100% | | Strategic / Executive Management Leadership Experience driving strategic direction and growth while serving in an executive leadership role of a major organization | Operations Management Experience or expertise in managing the operations and/or supply chain of a large business or major organization | | 100% | 100% | | Industry Background Knowledge of or experience in one or more of the Company’s specific industries | Public Company Board Service Experience as a board member of another publicly traded company | | 75% | 75% | | Risk Management Experience or expertise in identifying, assessing, and mitigating potential business risks | Financial Expertise Expertise or experience in financial accounting and reporting or the financial management of a major organization | | 92% | 67% | | Corporate Finance, including M&A Experience in corporate lending or borrowing, capital markets transactions, significant mergers or acquisitions, private equity, or investment banking | Technology / Artificial Intelligence / Cybersecurity Experience or expertise in artificial intelligence, information technology, information security or the use of digital tools/technologies/ applications to facilitate business management | | 50% | 100% | | CEO Leadership Experience serving as the Chief Executive Officer of a major organization | International Experience Experience doing business around the world | | 67% | 75% | | Environmental and Sustainability Experience or expertise working within or overseeing the sustainability function of an organization, or having educational training on relevant environmental, social and governance-related topics | Human Capital and Talent Management Experience working within or overseeing the human resources function of an organization, addressing compensation, benefits, talent and culture topics |

  18. Director Skills, Experience, and Background

    Board composition is assessed by the Nominating and Governance Committee and the Board to achieve the appropriate mix of skills and experiences so that the Board, taken as a whole, is well-situated to fulfill the needs of the Company and its stockholders. Also, it is considered particularly beneficial that 100% of Board members have strategic leadership, executive management leadership, and operational expertise, as well as international experience and public company board service.

  19. Director Skills, Experience, and Background

    | Wesco 2026 Proxy Statement | Board of Directors | 8 |

  20. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    Nominee Directors to Serve for a One-Year Term Expiring in 2027

  21. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | | John J. Engel Chairman, President & Chief Executive Officer Mr. Engel has served as Chairman of the Board of Directors since 2011 and has served as our President and Chief Executive Officer since 2009. Previously, he served as our Senior Vice President and Chief Operating Officer from 2004 to 2009. Before joining Wesco in 2004, Mr. Engel served as Senior Vice President and General Manager of Gateway, Inc.; Executive Vice President and Senior Vice President of Perkin Elmer, Inc.; and Vice President and General Manager of Allied Signal, Inc. He also held various engineering, manufacturing and general management positions at General Electric Company. Mr. Engel is a member of the Business Roundtable and the Business Council and is a member of the Board of Directors of the National Association of Manufacturers. He formerly served as a director of United States Steel Corporation. Qualifications: Among Mr. Engel’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Engel is the Company’s Chairman and Chief Executive Officer, previously served as its Chief Operating Officer, and has extensive experience as a senior executive and operating leader in various global industries and a diverse range of businesses. He is experienced in strategic planning, financial and capital markets, risk oversight, human capital management and environmental, social and governance matters. Mr. Engel also has expertise in managing complex operational and financial matters. | | Age: 64 Director since: 2008 Chairman of the Board Member of: Executive Committee | | | | Glynis A. Bryan Former Chief Financial Officer, Insight Enterprises, Inc. Ms. Bryan served as the Chief Financial Officer of Insight Enterprises, Inc., a Fortune 500 software and technology solutions integrator, from 2007 through 2024. Prior to joining Insight, she served as the Executive Vice President and Chief Financial Officer of Swift Transportation Co. from 2005 to 2007 and as the Chief Financial Officer of APL Logistics from 2001 to 2005. Previously, Ms. Bryan held various senior finance roles at Ryder System, Inc., including as Senior Vice President and Chief Financial Officer of Ryder’s largest business unit, Ryder Transportation Services, from 1999 to 2000. Ms. Bryan also serves as a director of Pinnacle West Capital Corporation, Benchmark Electronics, Inc. and Ameriprise Financial, Inc. and formerly Pentair plc. Qualifications: Among Ms. Bryan’s experience, qualifications, attributes and skills for which she is considered a valuable member of the Board of Directors, Ms. Bryan brings significant experience and expertise in the areas of finance, accounting, treasury and capital structure management, business and strategic planning, risk management and digital transformations, through her more than 20 years of service as the chief financial officer for several large, multinational companies. She also has broad experience as a public company board member including as chair of the finance committee and a member of the audit and corporate governance and nominating committees of Pinnacle West Capital Corporation, member of the human capital and compensation committee of Benchmark Electronics, Inc. and member of the audit and risk committee of Ameriprise Financial. Ms. Bryan is an audit committee financial expert. | | Age: 67 Director since: 2023 Member of: Audit Committee | |

  22. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | Wesco 2026 Proxy Statement | Board of Directors | 9 |

  23. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | | Michael L. Carter Executive Vice President and Chief Partner Officer, Truist Financial Corporation Mr. Carter currently serves as Executive Vice President and Chief Partner Officer at Truist Financial Corporation, since June 2025. Previously, he served as Managing Director and Head of Corporate and Investment Banking for Truist Securities, Inc. from 2021 to June 2025. Prior to joining Truist, Mr. Carter served as Managing Director and Global Head of Technology Investment Banking at RBC Capital Markets from 2013 to 2021. He also held senior positions at Barclays as Managing Director and Global Head of Technology Enabled Solutions and Enterprise Technology from 2008 to 2013, and at Lehman Brothers, Inc. as Managing Director and Global Head of Enterprise Computing and IT Services from 2000 to 2008 and Head of Internet Infrastructure, with a focus on data center development, prior to 2000. Mr. Carter began his career as an analyst at Hughes Aircraft Company. He is a former director of Computer Services Inc. Qualifications: Among Mr. Carter's experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Carter has 35 years of experience in finance, largely as a global investment banker leading global technology investment banking businesses. He brings an unique view to capital and risk allocation, valuation and global M&A strategy across the U.S., Europe and Asia, risk governance excellence, and digital transformation enablement. Mr. Carter has expertise in strategic growth leadership, supply chain and operational resilience, innovation and digital modernization, governance experience, partnership-centered business acumen, and optimization and monetization of supplier/partner relationships. He has extensive experience with artificial intelligence, including as a member of Truist's firm-wide AI Working Group, as an Operating Expert for an early stage Deep Tech/AI VC fund, and holds certifications in Agentic AI transformation from MIT and AI Strategies for Business Transformation from Northwestern/Kellogg. | | Age: 57 Director since: 2026 | |

  24. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | | Anne M. Cooney Former President, Process Industries & Drives Division, Siemens Industry, Inc. Ms. Cooney served as President of the Process Industries and Drives Division of Siemens Industry, Inc., a division of Siemens AG, from October 2014 until her retirement in December 2018. Previously, she held a variety of executive management positions at Siemens after joining the company in 2001, including serving as Chief Operating Officer, Siemens Healthcare Diagnostics, a division of Siemens AG, from 2011 until 2014, and serving as President, Drives Technologies of Siemens Industry, Inc. from 2008 until 2011. Earlier in her career, Ms. Cooney also held various leadership roles with increasing responsibility at General Electric Company and served as Vice President, Manufacturing of Aladdin Industries, LLC. Ms. Cooney is a director of The Manitowoc Company, Inc. and formerly Summit Materials, Inc. Qualifications: Among Ms. Cooney’s experience, qualifications, attributes and skills for which she is considered a valuable member of the Board of Directors, Ms. Cooney has expertise in managing businesses and operations of complex global organizations, executive leadership experience in the industrial sector, and domain knowledge of electrical and utility end markets. Having served as a Chief Operating Officer, and currently serving as the chair of the compensation committee and a member of the corporate governance and sustainability committee of The Manitowoc Co., Inc., she also brings experience in the management and oversight of climate and sustainability initiatives, as well as expertise in human capital management. | | Age: 66 Director since: 2021 Member of: Audit Committee and Nominating and Governance Committee | |

  25. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | Wesco 2026 Proxy Statement | Board of Directors | 10 |

  26. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | | Matthew J. Espe Director, Advisor and Investor Mr. Espe is a prior Chief Executive Officer and has served on a number of public and private boards. He served as an Operating Partner at Strategic Value Partners, a private equity investment firm, from November 2017 through April 2023, chairing two of their portfolio company boards and sitting on the board of a third. He also served as an Operating Partner at Periphas Capital, a private equity investment firm, from February 2018 until January 2023. From February 2017 to November 2017, Mr. Espe served as the Chief Executive Officer of Radial, Inc., a multinational e-commerce company. Previously, he served as Chief Executive Officer and President of Armstrong World Industries, Inc., a global producer of flooring products and ceiling systems, a position he held from 2010 to March 2016. Previously, Mr. Espe served as Chairman and Chief Executive Officer of Ricoh Americas from 2008 to 2010 and Chairman and Chief Executive Officer of IKON Office Solutions, Inc. from 2002 to 2008. Mr. Espe began his career at General Electric Company, and he was with GE for more than 20 years, most recently as President and Chief Executive Officer of GE Lighting. Mr. Espe is also a member of the Board of Directors of Korn Ferry and Diebold Nixdorf, Inc. and formerly Anywhere Real Estate, Inc. (formerly known as Realogy Holdings Corp.). Qualifications: Among Mr. Espe’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Espe has considerable experience as a Chief Executive Officer of a Fortune 500 company, and he brings significant management experience and knowledge to the Board of Directors in the areas of finance, accounting, international business operations, risk oversight, corporate governance, climate impact, sustainability, as well as human capital management. He also brings significant experience gained from service on the board of directors of other public companies, including serving as a member of the audit and compensation and personnel committees of Korn Ferry, and as a member of the nomination and governance, and as chair of the people and compensation committees of Diebold Nixdorf, Inc., and has experience in and knowledge of industries that are relevant to Wesco. | | Age: 67 Director since: 2016 Member of: Compensation Committee (Chair) and Executive Committee | | | | Sundaram “Naga” Nagarajan President and Chief Executive Officer of Nordson Corporation Mr. Nagarajan has served as the President and Chief Executive Officer of Nordson Corporation, a publicly traded, innovative, precision technology company, since 2019. Prior to joining Nordson, Mr. Nagarajan held roles of increasing responsibility with Illinois Tool Works Inc. from 1995 to 2019, including serving as the Executive Vice President, ITW Automotive OEM Segment from 2015 to 2019. Mr. Nagarajan serves on the Board of Directors of Nordson Corporation, Greater Cleveland Partnership, and the Board of Trustees of Manufacturers Alliance and Hawken School. Mr. Nagarajan formerly served as a director of Sonoco Products Company and is a former trustee of the Hobart Institute of Welding Technology. Qualifications: Among Mr. Nagarajan’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Nagarajan is the Chief Executive Officer of a publicly traded company with broad expertise in senior executive and operating leadership roles, including extensive experience in and knowledge of manufacturing, organizational change management, supply chain management, human capital management, and international business operations. He has worked on various environmental, social and governance initiatives, overseeing sustainability strategies and teams. | | Age: 63 Director since: 2022 Member of: Audit Committee and Compensation Committee | |

  27. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | Wesco 2026 Proxy Statement | Board of Directors | 11 |

  28. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | | James L. Singleton Chairman, CGH, LLC Mr. Singleton has served as Chairman of CGH, LLC since October 2023. From 2014 to 2023, he served as Chairman and Chief Executive Officer of Cürex Group Holdings, LLC. and as the Vice Chairman from 2010 to 2014. From 1994 to 2005, Mr. Singleton served as the President of The Cypress Group LLC, a private equity firm of which he was a co-founder. Prior to founding Cypress, he served as a Managing Director in the Merchant Banking Group at Lehman Brothers. Mr. Singleton also serves as a director of Sunbelt Rentals Holdings, Inc. Qualifications: Among Mr. Singleton’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Singleton was a Chief Executive Officer and has extensive expertise in the capital markets, mergers and acquisitions, corporate strategy, human capital management, as well as deep knowledge of the Company, its industry, business and history. In 2022, Mr. Singleton received the Public Company Director of the Year Award from the National Association of Corporate Directors (NACD), a recognition of Mr. Singleton’s integrity and informed judgment as well as his contributions to advancing board performance and leading corporate governance practices in accordance with NACD principles. | | Age: 70 Director since: 1998 Lead Director Member of: Compensation Committee, Executive Committee (Chair), and Nominating and Governance Committee | |

  29. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | | Easwaran Sundaram Operating Executive, Tailwind Capital Mr. Sundaram serves as an Operating Executive at Tailwind Capital, a mid-market private equity firm focused on industrial and technology portfolios. He served as the Executive Vice President and Chief Digital & Technology Officer of JetBlue Airways Corporation from 2012 until his retirement in February 2021 and was a founding member and oversight officer of JetBlue Technology Ventures, a wholly owned subsidiary of JetBlue Airways that incubates, invests in and partners with early stage startups. Previously, Mr. Sundaram was Senior Vice President of Global Supply Chain and Chief Information Officer at Pall Corporation and served in a senior supply chain management role at PSS World Medical – McKesson Corporation. Mr. Sundaram also serves as a director of Krispy Kreme and formerly SolarWinds Corporation. Qualifications: Among Mr. Sundaram’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors are his leadership experience as a technology executive of a Fortune 500 company and his expertise in digital tools and applications, cybersecurity and global supply chain management. He brings expertise in the evaluation of environmental, social and governance matters, including sustainable technologies. | | Age: 55 Director since: 2018 Member of: Audit Committee and Nominating and Governance Committee | |

  30. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | Wesco 2026 Proxy Statement | Board of Directors | 12 |

  31. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | | Laura K. Thompson Former Executive Vice President and Chief Financial Officer, The Goodyear Tire & Rubber Company Ms. Thompson served as Executive Vice President of The Goodyear Tire & Rubber Company until her retirement in March 2019, and from 2013 to 2018 she served as Executive Vice President and Chief Financial Officer. She has over 35 years of international business and finance experience, including as Vice President of Business Development and Vice President of Finance and Director of Investor Relations. Ms. Thompson also serves as a director of Parker Hannifin Corporation and Titan International, Inc. Qualifications: Among Ms. Thompson’s experience, qualifications, attributes and skills for which she is considered a valuable member of the Board of Directors are her financial expertise and her global executive leadership experience in finance, operations, climate impact, and business development at a Fortune 200 company. She also serves as member of the audit and corporate governance and nominating committees of Parker Hannifin Corporation and the audit, nominating, and corporate governance committees of Titan International, Inc. In addition, Ms. Thompson is an audit committee financial expert. | | Age: 61 Director since: 2019 Member of: Audit Committee (Chair) and Executive Committee | |

  32. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | | David C. Wajsgras Chairman and Chief Executive Officer of Everfox Mr. Wajsgras has served as Chairman and Chief Executive Officer of Everfox, a cyber solutions security company, since January 2026. Previously, he served as Chief Executive Officer of Intelsat Holdings S.A., a satellite communications company, from April 2022 until its acquisition by SES in July 2025. From 2021 to 2022, Mr. Wajsgras served as Partner and Head of Aerospace and Defense at Pine Island Capital Partners LLC, a private equity investment firm. From 2006 to 2020, he held several executive management positions at Raytheon Company, including serving as President of Intelligence, Information and Services from 2015 to 2020 and as Senior Vice President and Chief Financial Officer from 2006 to 2015. Mr. Wajsgras also served in a variety of executive management positions at Lear Corporation, including as Executive Vice President and Chief Financial Officer, Senior Vice President and Chief Financial Officer, and Vice President and Corporate Controller. He also held leadership positions at Engelhard Corporation as Corporate Controller, AlliedSignal, Inc. as Chief Financial Officer and Director of Global Business Services and began his career as an Analyst at PricewaterhouseCoopers LLP. Mr. Wajsgras also serves as a director of Parsons Corporation and Martin Marietta Materials, Inc. Qualifications: Among Mr. Wajsgras' experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Wajsgras has considerable experience as Chief Executive Officer and Chief Financial Officer of major public companies, bringing significant management experience and knowledge to the Board of Directors in the areas of strategy, finance, operations, network communications, and cybersecurity. He led Raytheon's Cyber Security Business Segment. Mr. Wajsgras has extensive experience in risk management gained through his roles as CEO, Business President, and CFO. He has experience in the assessment or oversight of human resources functions of an organization, including programs supporting talent development and employee engagement. He also has experience in the assessment or oversight of strategies, risks and opportunities related to artificial intelligence. Mr. Wajsgras has significant experience gained from service on the boards of directors, audit, and nominating and corporate governance committees of Parsons Corporation and Martin Marietta Materials, Inc. | | Age: 66 Director since: 2026 | |

  33. Nominee Directors to Serve for a One-Year Term Expiring in 2027

    | Wesco 2026 Proxy Statement | Corporate Governance | 13 |

  34. Board and Committee Meetings

    | Wesco 2026 Proxy Statement | Director Compensation | 24 |

  35. Director Compensation

    Director Compensation

  36. Robust Stock Ownership Guidelines

    | Wesco 2026 Proxy Statement | Director Compensation | 25 |

  37. Director Compensation for 2025

    Director Compensation for 2025

  38. Director Compensation for 2025

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | All Other Compensation | Total | | Bryan | $125,000 | $185,000 | — | $310,000 | | Cooney | $125,000 | $185,000 | — | $310,000 | | Espe | $155,000 | $185,000 | — | $340,000 | | Griffin | $155,000 | $185,000 | — | $340,000 | | Nagarajan | $125,000 | $185,000 | — | $310,000 | | Raymund | $125,000 | $185,000 | — | $310,000 | | Singleton | $175,000 | $185,000 | — | $360,000 | | Sundaram | $125,000 | $185,000 | — | $310,000 | | Thompson | $155,000 | $185,000 | — | $340,000 |

  39. Director Compensation for 2025

    (1) The amounts shown represents the cash portion of the annual retainer paid to the Directors. Ms. Cooney and Messrs. Griffin, Nagarajan and Sundaram elected to defer portions of their compensation into the Company’s Deferred Compensation Plan for Non-Employee Directors.

  40. Director Compensation for 2025

    | Name | Deferred Compensation | | Cooney | $31,250 | | Griffin | $77,500 | | Nagarajan | $125,000 | | Sundaram | $125,000 |

  41. Director Compensation for 2025

    (2) Amounts represent the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of RSUs. On March 1, 2025, each non-employee Director received a grant of 1,025 RSUs with a grant date fair value of $180.47 per RSU, which was the closing price of our Common Stock on February 28, 2025. These RSU awards are subject to time-based vesting criteria. The assumptions used in calculating these amounts are set forth in Note 14 to our notes to consolidated financial statements for the year ended December 31, 2025, which is located on pages 80-83 of our Annual Report on Form 10-K. (3) All the RSU awards were granted under the WESCO International, Inc. 2021 Omnibus Incentive Plan, as approved by our Board and stockholders. See the “Director Outstanding Equity Awards at the Year-End” table below for more information regarding the equity awards held by Directors as of December 31, 2025.

  42. Director Outstanding Equity Awards at Year-End

    Director Outstanding Equity Awards at Year-End The following table summarizes outstanding RSUs held by each director on December 31, 2025, including those on which settlement has been deferred and those acquired through the deemed reinvestment of dividend equivalents.

  43. Director Outstanding Equity Awards at Year-End

    | Name | Number of Shares Underlying Outstanding Restricted Stock Units | | Bryan | 2,558 | | Cooney | 2,923 | | Espe | 9,920 | | Griffin | 17,782 | | Nagarajan | 4,067 | | Raymund | 7,731 | | Singleton | 3,322 | | Sundaram | 4,797 | | Thompson | 1,047 |

  44. Director Outstanding Equity Awards at Year-End

    | Wesco 2026 Proxy Statement | Security Ownership | 26 |

  45. Executive Summary

    | Element | Description | | Stockholder Support | We received the support of approximately 91% of stockholder votes in favor of our say-on-pay proposal in 2025. The overall structure of our compensation program, which was based on significant stockholder engagement, has remained consistent. | | Straightforward Program | Our program is straightforward and comprises three elements: (1) Base Salary; (2) Short-Term Incentive Program ("STIP"); and (3) Long-Term Incentive Program ("LTIP"). | | Pay for Performance | Our performance metrics are linked to our strategy and demonstrate our pay for performance philosophy that aligns compensation earned with performance outcomes. | | Balanced Mix of Incentives | We have a balanced mix of short- and long-term incentives, using a blend of performance metrics. | | Challenging Incentive Award Goals | We set challenging short- and long-term incentive award goals. | | Reasonable Compensation Levels | Total compensation is reviewed annually against a range of market data from a custom peer group of companies with similar business characteristics to Wesco. | | Limited Perquisites | We have limited use of perquisites. |

  46. Executive Summary

    | Independent Committee and Consultant | Our Compensation Committee is 100% independent and utilizes an independent compensation consultant. | | Stock Ownership Guidelines | We have robust stock ownership guidelines for our executive officers. | | No Hedging or Pledging | Our executive officers are prohibited from hedging or pledging our stock. | | Clawback Policies | We have clawback policies that apply to financial restatements and events of misconduct, including a mandatory policy that complies with SEC rules and NYSE listing standards. |

  47. Pay for Performance

    | Performance Metrics | | Why It’s Included | How It’s Used | | Short-Term Incentive Program (STIP) | Earnings Before Interest Taxes Depreciation and Amortization ("EBITDA") | Encompasses sales growth (including organic sales growth), operating margin performance (including gross margin and cost management) and profitability, all of which are central to the Company’s strategy and the creation of long-term stockholder value. | Based on the annual operating plan reviewed and approved by the Board each December, these metrics are used for STIP targets in the following year. | | | Free Cash Flow | Relates directly to the Company’s operating performance, including the effective management of working capital, which is especially relevant for a supply chain services company. Strong free cash flow is important to our business and to our investors. | | | | Strategic Objective | Relates directly to the achievement of a key strategic initiative for the Company. | |

  48. Pay for Performance

    | Long-Term Incentive Program (LTIP) | Earnings Per Share (EPS) Growth | Supports our strategy to drive profitable revenue and earnings growth per share; encompasses sales and margin growth, cost control, and net income improvement. | The EPS Growth and RONA Growth metrics are measured both on a one-year basis and over a three-year period and represent an appropriate mix of a growth metric and a return metric, both of which are relevant to our business and strategy. A relative TSR modifier is calculated over the cumulative three-year performance period and applied to the full award payout. We believe that the combination of earnings growth, effective asset management, and relative stockholder returns drives value for our supply chain services company. | | | Return on Net Assets (RONA) Growth | Essential operating metric for a supply chain services company to focus on improving profitability, the efficient use of operating assets (working capital, property, buildings and equipment), and to create value for our stockholders. | | | | Relative Total Stockholder Return (TSR) Modifier | Strengthens the alignment between executive compensation and stockholder value creation. | |

  49. Compensation Philosophy, Approach and Pay Elements

    To be successful, we need to attract and retain executives and employees who are talented and motivated to grow long-term stockholder value. There are three central elements to our executive total compensation: (1) base salary – cash-based; (2) short-term incentives – cash-based; goals set according to the annual operating plan approved by the Board; and (3) long-term incentives – stock-based; value depends on the increase in the Company’s stock price over the long term, thus further aligning the executive’s interests with stockholders’ interests. Vesting occurs over three years, which fosters retention, and in the case of performance shares, is linked to the achievement of EPS growth and return metrics subject to a relative TSR modifier. Structuring a balanced, fair and properly-crafted compensation program for our executive leaders is essential to promote our high-performance culture and contribute to our success over the long term. Our compensation philosophy begins with the recognition that our success depends on the talent of our people. To encourage high level performance of our leaders, we have constructed a compensation plan that rewards the behavior of our executives in pursuit of the following three broad philosophical tenets and goals: • Attract and retain an excellent management team. A high performing team is critical to our success as a company. Developing and strengthening our corporate relationships with our customers and suppliers over the long-term enables our business to grow profitably. Also important is the consistency of leadership in support of our corporate mission, executing our strategy, and sustaining our high-performance culture. • Enable Wesco to recruit strong leaders as we grow our business and expand our product, service, and solution offerings. We were able to recruit our NEOs because of our culture and compensation packages that aligned their performance with our strategy of creating value. Our approach in aligning our compensation plans to our strategy has been an important reason for our recruiting successes. • Reward our executives fairly and provide proper and balanced incentives for long-term value creation. We want to provide a level of annual base compensation that is fair. When our executives perform at a level of high achievement, we reward them with attractive but capped annual cash bonus awards. In years when performance measures are not met, they may receive little or no bonus. In terms of long-term incentives, we believe that the opportunity to participate in the growth in value of our share price links pay to performance. We provide equity incentives to align management’s interests with those of stockholders, and we maintain robust stock ownership guidelines to instill that mindset. In setting compensation levels, we annually review a range of market data to ensure that our pay is appropriately positioned as compared to other similarly situated executives. The actual positioning of target compensation relative to the market varies based on each executive’s experience, skill set, performance and potential. We assess the effectiveness of our compensation programs regularly and use the services of an independent compensation consultant, Meridian, which provides us with research information and data. Meridian serves as a resource to our Compensation Committee, providing information on new developments, best practices and trends in compensation. The Committee considers information provided by Meridian, and then exercises its independent judgment to make plan design and compensation decisions. All of our Committee members are independent, as defined by applicable regulations.

  50. Long-Term Incentive Plan (LTIP)

    Long-Term Incentive Plan (LTIP)

  51. Short-term Incentive Plan (STIP)

    Short-term Incentive Plan (STIP)

  52. Base Salary

    Base Salary Fixed level of competitive base pay to attract and retain executive talent. Recognize annual performance achievements based on financial and operating performance of the Company with targets based on the Company’s annual Board approved operating plan. Payouts are capped at 2x target. Reward creation of long-term stockholder value. Each equity component serves a purpose and aligns with stockholder interest. • Performance shares have a 3-year performance term. • Stock options and stock appreciation rights have 10-year terms. • Restricted stock units vest ratably over three years. Competitive retirement and saving plan benefits to encourage retention and support long-term employment. Stock Options and Stock Appreciation Rights value based on increase in stock price measured from the date of grant Compensation Committee approves performance share payout based on actual achievement compared to performance metric targets Restricted Stock Units value based on stock price Compensation Committee and Board determine STIP and LTIP targets; approve salaries and approve STIP awards after performance results are evaluated against targets Compensation Committee, supported by independent compensation consultant, reviews competitive data and assesses compensation program design

  53. Role of Compensation Consultants

    Role of Compensation Consultants To assist in the compensation setting process, the Committee engages Meridian, an independent executive compensation consultancy firm, to provide information and advice regarding compensation and benefit levels and incentive plan designs. Meridian is engaged by and reports directly to the Committee, which has the sole authority to hire or fire Meridian and to approve fee arrangements for work performed. The Committee has authorized Meridian to interact with management on behalf of the Committee as needed in connection with advising the Committee. The Committee has assessed the independence of Meridian pursuant to SEC and NYSE rules and concluded that Meridian’s work for the Committee does not raise any conflict of interest. In particular, the Committee retains Meridian to prepare compensation plan reviews, identify general trends and practices in executive compensation programs, provide information on new developments, including regulatory and legislative updates, related to compensation, assist in selecting the appropriate peer group, prepare a market analysis of target total compensation for the NEOs based on comparable and similarly-sized (by revenue) companies, and furnish its input regarding the compensation and incentives of the Chief Executive Officer and other executives. The Committee’s Chairman meets with management and Meridian regularly throughout the course of the year. The Committee reports to the entire Board of Directors at every Board meeting on its activities, the research commissioned from our compensation consultant and on the Committee’s specific compensation deliberations and decisions that directly affect our executive leadership team.

  54. Compensation Peer Group

    Compensation Peer Group As part of our compensation review process, the Committee annually assesses the competitiveness of the target pay opportunities for each of our NEOs against similarly situated executives from a custom peer group of companies. The peer group, reviewed and approved annually by the Committee, generally reflects: • distribution companies similar in size, but also companies from general industry (excluding companies that are demonstrably variant to Wesco – e.g., agriculture, financial services, healthcare, retail) to reflect the broader market for talent companies with similar business and financial characteristics, including revenue size, margins, market capitalization and capital intensity We chose a large number of similarly sized companies to ensure a proper sample size for comparison purposes and because we believe that they are representative of the companies against whom we compete to recruit and retain talent. This approach has proven successful, as many of the executive officers that we recently hired came from large corporations that were not direct competitors of ours and not

  55. Compensation Peer Group

    | Wesco 2026 Proxy Statement | Compensation Discussion and Analysis | 38 |

  56. Compensation Peer Group

    in the distribution industry. Furthermore, it is not feasible or appropriate to construct a peer group of only distributor competitors, as many of our competitors are smaller and/or privately-held companies, in the case of local competitors, or larger non-U.S. based companies, in the case of global competitors. To adjust for a variation in size among our Company and the companies in the peer group and to get comparable data for its analysis, Meridian uses regression analysis, where appropriate, to adjust market values for differences in company size, based on annual revenues. Our compensation peer group in 2025 comprises the following 25 companies:

  57. Compensation Peer Group

    | 2025 COMPENSATION PEER GROUP | | | | | AECOM | Eaton Corporation plc | Johnson Controls International plc | Trane Technologies plc | | Arrow Electronics, Inc. | Flex Ltd. | Parker-Hannifin Corporation | United Rentals, Inc. | | Avnet, Inc. | Fluor Corporation | Performance Food Group Company | US Foods Holding Corp. | | Builders FirstSource, Inc. | Genuine Parts Company | Quanta Services, Inc. | W.W. Grainger, Inc. | | CDW Corporation | Henry Schein, Inc. | Stanley Black & Decker, Inc. | | | Corning Incorporated | Insight Enterprises, Inc. | TD SYNNEX Corporation | | | Cummins Inc. | Jabil Inc. | TE Connectivity Ltd. | |

  58. Compensation Peer Group

    The Committee reviews with Meridian the composition of our peer group annually to ensure that companies are relevant for comparative purposes. For 2025, based on a qualitative review of our peer group, the Committee removed United Natural Foods, Inc.

  59. Base Salaries

    Base Salaries Base salaries are intended to provide our NEOs with a level of competitive cash compensation that is critical for retention and appropriate given their positions, responsibilities and accomplishments with the Company. Salaries for NEOs are reviewed annually. The Committee reviews detailed individual salary history for the NEOs and compares their base salaries to salaries for comparable positions at companies within our peer group. In 2025, the Committee performed its annual assessment of base salaries in February. The Committee reviewed compensation market data, based on analysis prepared by Meridian, using our compensation peer group.

  60. Short-Term Incentives

    Short-Term Incentives Our practice is to award cash incentive bonuses for achievement of performance measures linked to our strategy. Short-term incentives are designed to provide pay-for-performance compensation opportunities and are reviewed on an annual basis. Each December, the Board reviews the Company’s annual operating plan, including performance measures. Targets for the coming year’s short-term incentives are consistent with the Board-approved annual operating plan, based on specified achievement levels.

  61. Short-Term Incentives

    | Wesco 2026 Proxy Statement | Compensation Discussion and Analysis | 39 |

  62. Short-Term Incentives

    Additionally, the annual operating plan forms the basis of expectations that are provided to stockholders, in the form of sales and profitability expectations, as well as free cash flow generation. Thus, management’s STIP is aligned with stockholder interests and expectations communicated to stockholders. Annually, the Company’s performance criteria and financial and operational targets are reviewed and approved by the Committee for the upcoming year. For purposes of the 2025 annual incentive programs, the performance measures for our NEOs consist of the achievement of a combination of the following metrics: Earnings Before Interest Taxes Depreciation and Amortization ("EBITDA") and Free Cash Flow, and a new strategic performance objective based on the Committee's assessment of the Company's progress in achieving its plan for the design, build and deployment of the Company's digital and data platform ("DDP"). For NEOs leading a Strategic Business Unit ("SBU"), the EBITDA component comprises both the EBITDA for the relevant SBU and for the Company on a consolidated basis. We believe that EBITDA is an appropriate performance measure because it relates directly to the Company’s or SBU’s sales growth (including organic sales growth), operating margin performance (including gross margin and cost management) and profitability. We believe that Free Cash Flow is an appropriate performance measure because it relates directly to the Company’s operating performance, including the management of working capital. We believe that the combination of earnings growth and effective asset management drives value for a distribution and supply chain solutions business. We believe that the DDP design, build and deployment objective is an appropriate performance measure because it relates directly to the achievement of a key strategic initiative for the Company. Under the Company’s annual incentive plan, the Committee may apply a performance modifier, which may increase or decrease the calculated incentive amount under the plan by +/- 25%. For 2025, the target incentive opportunity, and relative weight assigned to each performance measure for each of the NEOs, were as follows:

  63. Short-Term Incentives

    | Performance Measure - Leaders with Corporate-Wide Responsibilities (Engel, Schulz) | Weighting | Percent Achievement | Payout Percent of Target Opportunity(1) | | EBITDA | 65% | < 80% | 0% | | | | 80% to 100% | 50% up to 100% | | | | >100% to 110% | Over 100% to 200% | | Free Cash Flow | 25% | < 80% | 0% | | | | 80% to 100% | 50% up to 100% | | | | >100% to 110% | Over 100% to 200% | | Strategic Objective | 10% | | 0% to 200% | | Total (as a percent of Target Opportunity) | 100% | | 0% to 200% |

  64. Short-Term Incentives

    (1) Amounts interpolated, as appropriate.

  65. Short-Term Incentives

    | Performance Measure - SBU Leaders (Cameron, Castillo, Naylor) | Weighting | Percent Achievement | Payout Percent of Target Opportunity(1) | | EBITDA for SBU | 55% | < 80% | 0% | | | | 80% to 100% | 50% up to 100% | | | | >100% to 110% | Over 100% to 200% | | EBITDA | 10% | < 80% | 0% | | | | 80% to 100% | 50% up to 100% | | | | >100% to 110% | Over 100% to 200% | | Free Cash Flow | 25% | < 80% | 0% | | | | 80% to 100% | 50% up to 100% | | | | >100% to 110% | Over 100% to 200% | | Strategic Objective | 10% | | 0% to 200% | | Total (as a percent of Target Opportunity) | 100% | | 0% to 200% |

  66. Short-Term Incentives

    Amounts interpolated, as appropriate.

  67. Short-Term Incentives

    | Wesco 2026 Proxy Statement | Compensation Discussion and Analysis | 40 |

  68. Short-Term Incentives

    For 2025, the performance goals (at threshold, target and maximum levels) and the actual achievement of each of the financial components are included in the chart below:

  69. Short-Term Incentives

    | Performance Measure (Engel, Schulz) | Threshold | Target | Maximum | Actual Results | | EBITDA | $1,256,000 | $1,570,000 | $1,727,000 | $1,465,800(1) | | Payment as % of Target | 50% | 100% | 200% | 83.5% | | Free Cash Flow | $512,000 | $640,000 | $704,000 | $53,800(2) | | Payment as % of Target | 50% | 100% | 200% | — | | Strategic Objective | | | | 100%(3) | | Performance Measure (Cameron) | Threshold | Target | Maximum | Actual Results | | EBITDA for UBS SBU | $530,700 | $663,300 | $729,700 | $561,000(1) | | Payment as % of Target | 50% | 100% | 200% | 61.5% | | EBITDA | $1,256,000 | $1,570,000 | $1,727,000 | $1,465,800(1) | | Payment as % of Target | 50% | 100% | 200% | 83.5% | | Free Cash Flow | $512,000 | $640,000 | $704,000 | $53,800(2) | | Payment as % of Target | 50% | 100% | 200% | — | | Strategic Objective | | | | 100%(3) | | Performance Measure (Castillo) | Threshold | Target | Maximum | Actual Results | | EBITDA for EES SBU | $618,300 | $772,900 | $850,100 | $713,500(1) | | Payment as % of Target | 50% | 100% | 200% | 80.8% | | EBITDA | $1,256,000 | $1,570,000 | $1,727,000 | $1,465,800(1) | | Payment as % of Target | 50% | 100% | 200% | 83.5% | | Free Cash Flow | $512,000 | $640,000 | $704,000 | $53,800(2) | | Payment as % of Target | 50% | 100% | 200% | — | | Strategic Objective | | | | 100%(3) | | Performance Measure (Naylor) | Threshold | Target | Maximum | Actual Results | | EBITDA for CSS SBU | $635,000 | $793,800 | $873,200 | $794,100(1) | | Payment as % of Target | 50% | 100% | 200% | 100.0% | | EBITDA | $1,256,000 | $1,570,000 | $1,727,000 | $1,465,800(1) | | Payment as % of Target | 50% | 100% | 200% | 83.5% | | Free Cash Flow | $512,000 | $640,000 | $704,000 | $53,800(2) | | Payment as % of Target | 50% | 100% | 200% | — | | Strategic Objective | | | | 100%(3) |

  70. Short-Term Incentives

    (1) EBITDA is adjusted earnings before income taxes, interest, preferred stock dividends and depreciation and amortization, as shown on page 33 of the Company’s Form 10-K filed with the SEC on February 13, 2026 (the “Form 10-K”), in thousands of millions, as follows: (1) the Company's adjusted EBITDA of $1,536.5 less $40.5 of stock-based compensation expense and $30.2 for cloud computing arrangement amortization; (2) CSS' adjusted EBITDA of $799.4 less $5.3 of stock-based compensation expense; (3) EES' adjusted EBITDA of $717.6 less $4.1 of stock-based compensation expense; and (4) UBS' adjusted EBITDA of $562.8 less $1.8 of stock-based compensation expense. (2) Free Cash Flow is cash flow provided by operations, less capital expenditures, plus digital transformation and restructuring costs. Consistent with the Company's pay for performance philosophy, the results for Free Cash Flow were below target and thus the payout for that portion was $0. Based on the Committee's assessment of the progress achieved in 2025, relative to plan, for the design, build and deployment of the Company's Digital and Data Platform (DDP), which is the Strategic Objective for the Company in 2025, the payout for that component was 100% of target. With respect to the NEOs other than himself, the Chief Executive Officer makes recommendations to the Committee for the Committee’s consideration. The Committee’s review of the Chief Executive Officer’s bonus is conducted with only independent Directors present, with the assistance of Meridian.

  71. Short-Term Incentives

    | Wesco 2026 Proxy Statement | Compensation Discussion and Analysis | 41 |

  72. Short-Term Incentives

    Each NEO’s 2025 Short-Term Incentive was calculated as follows based on the performance metrics and actual achievement levels described above:

  73. Short-Term Incentives

    | NEO | 2025 Salary | Target Incentive % | Target Incentive $ | Component | Component Weighting | Results | Payout | | Engel | $1,413,250 | 150% | $2,119,875 | EBITDA | 65% | Below target EBITDA (83.5%) | $1,150,562 | | | | | | Free Cash Flow | 25% | Below threshold Free Cash Flow (0%) | — | | | | | | Strategic Objective | 10% | Target Strategic Objective (100%) | $211,988 | | | | | | | | Total | $1,362,550 | | Schulz | $795,000 | 100% | $795,000 | EBITDA | 65% | Below target EBITDA (83.5%) | $431,486 | | | | | | Free Cash Flow | 25% | Below threshold Free Cash Flow (0%) | — | | | | | | Strategic Objective | 10% | Target Strategic Objective (100%) | $79,500 | | | | | | | | Total | $510,986 | | Cameron | $651,250 | 90% | $586,125 | EBITDA for SBU | 55% | Below target EBITDA for SBU (61.5%) | $198,257 | | | | | | EBITDA | 10% | Below target EBITDA (83.5%) | $48,941 | | | | | | Free Cash Flow | 25% | Below threshold Free Cash Flow (0%) | — | | | | | | Strategic Objective | 10% | Target Strategic Objective (100%) | $58,613 | | | | | | | | Total | $305,811 | | Castillo(1) | $241,667 | 90% | $217,500 | EBITDA for SBU | 55% | Below target EBITDA for SBU (80.8%) | $96,597 | | | | | | EBITDA | 10% | Below target EBITDA (83.5%) | $18,161 | | | | | | Free Cash Flow | 25% | Below threshold Free Cash Flow (0%) | — | | | | | | Strategic Objective | 10% | Target Strategic Objective (100%) | $21,750 | | | | | | | | Total | $136,508 | | Naylor(2) | $275,000 | 90% | $247,500 | EBITDA for SBU | 55% | Target EBITDA for SBU (100%) | $136,125 | | | | | | EBITDA | 10% | Below target EBITDA (83.5%) | $20,666 | | | | | | Free Cash Flow | 25% | Below threshold Free Cash Flow (0%) | — | | | | | | Strategic Objective | 10% | Target Strategic Objective (100%) | $24,750 | | | | | | | | Total | $181,541 |

  74. Short-Term Incentives

    (1) Mr. Castillo joined the Company on September 1, 2025. This amount reflects a prorated payment based upon his service to the Company in 2025. (2) Mr. Naylor was promoted to Executive Vice President and General Manager, CSS, on June 30, 2025. Following his promotion, Mr. Naylor transitioned to the annual incentive plan applicable to our SBU leaders as reflected above. Prior to his promotion, Mr. Naylor served as Senior Vice President and General Manager - CSS USA and participated in the Company's annual incentive plan applicable to that role, with metrics that included EBITDA, Days Inventory Outstanding, Strategic Objective, and Personal Performance, targeting 60% of base salary. Achievement under these metrics was 101.3%.

  75. Long-Term Incentives

    Long-Term Incentives The purpose of long-term incentives is to carefully align compensation with stockholder value creation, and thus long-term incentives comprise the centerpiece of executive compensation and a significant majority of our NEOs total compensation opportunity.

  76. Structure of Long-Term Incentives

    Structure of Long-Term Incentives We structure our Long-Term Incentives ("LTI") for our NEOs as follows:

  77. Structure of Long-Term Incentives

    | Long-Term Incentives | Weighting | | Performance Shares | 50% | | Stock Options | 25% | | Restricted Stock Units | 25% |

  78. Timing of LTI Grants

    Timing of LTI Grants Our practice has been to grant LTI equity awards on a predetermined schedule. As part of our annual performance and compensation review process, the Committee reviews and approves annual equity awards (inclusive of Stock Options, Restricted Stock Units and Performance Share Units) at the first quarterly meeting of each fiscal year, which occurs after the announcement of our annual results. The grant date for annual equity awards typically follows the filing of our Annual Report on Form 10-K by one or more weeks. In addition to the annual grants, equity awards may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. The Committee does not take material nonpublic information into account when determining the

  79. Timing of LTI Grants

    | Wesco 2026 Proxy Statement | Compensation Discussion and Analysis | 42 |

  80. Timing of LTI Grants

    timing and terms of equity awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. For stock option awards, the exercise price is the closing sale price of our common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the NYSE on the last trading day preceding the date of grant.

  81. Performance Shares

    Performance Shares Our performance shares ("PSUs") are designed to reward our NEOs for drivers of long-term value that are tied to our strategy and increased stockholder value over the long-term. We use three-year performance periods for each grant. Beginning with the 2025 performance share awards, the Compensation Committee modified the performance metrics to strengthen the alignment between executive compensation and stockholder value creation. Performance shares for the three-year period 2025-2027 are based on two equally weighted performance metrics: (1) Earnings Per Share ("EPS") Growth; and (2) Return on Net Assets ("RONA") Growth, subject to a Relative Total Stockholder Return ("TSR") modifier. EPS Growth replaces the Net Income Growth metric used in prior awards. EPS Growth measures the growth rate of our earnings per share, excluding specific items that are not indicative of ongoing results. We believe the shift from Net Income Growth to EPS Growth better reflects stockholder returns by measuring profitability on a per-share basis. This performance metric encompasses sales growth, margin improvement and cost control, and the impact of capital allocation decisions, which are important operational aspects of our business and strategy. RONA Growth measures the return on net assets growth versus the base year. We believe that RONA Growth is an appropriate and important measure of performance for a distributor like us, since it focuses on improving profitability and the efficient use of operating assets (working capital, property, buildings and equipment) to create value for our stockholders. For the 2025 awards, the goals for EPS and RONA Growth are established prior to the start of the three-year performance period, with performance against the goals measured at the end of each calendar year. Performance achievement for each of the three years as well as the cumulative three-year performance are each weighted 25% of the total award. Shares earned, if any, are banked on an annual basis, but are not fully earned or vested until the end of the full three-year period, subject to the relative TSR modifier. The relative TSR modifier is calculated over the cumulative three-year performance period and applied to the full earned award. If the Company's TSR performance is at or above the 75th percentile compared to companies in the S&P MidCap 400 Index, a positive 20% modifier is applied to the award payout. If the Company's TSR performance is below the 25th percentile, a negative 20% modifier is applied. Performance at or above the 25th percentile but below the 75th percentile results in no modifier. We believe that the combination of earnings growth, effective asset management, and relative stockholder returns drives value for a distribution and supply chain solutions business. Performance share awards vest in the form of a number of shares of the Company’s Common Stock. The number of performance shares actually earned, if any, depends on the attainment of certain levels (threshold, target, maximum) of the performance measures and may range from one-half the target amount of performance shares (at the threshold performance level) up to two times the target amount of performance shares (at the maximum performance level) before application of the TSR modifier. With the application of the TSR modifier, the maximum payout may increase to 240% of target if both EPS Growth and RONA Growth are at or above maximum levels and the Company's TSR performance is at or above the 75th percentile of the peer group, or decrease to 40% of target if both performance metrics are at threshold levels and the Company's TSR performance is below the 25th percentile. In the event of a change in control, the performance shares vest at the target level.

  82. 2023 – 2025 Performance Shares

    2023 – 2025 Performance Shares The threshold, target and maximum performance goals for the performance shares awarded in 2023 for the three-year performance period ended December 31, 2025 (the “2023 Performance Shares”) is shown below:

  83. 2023 – 2025 Performance Shares

    | Performance Measure | Threshold | Target | Maximum | Actual Payout | | Net Income Growth (3-year average growth rate) | 0% | 5% | 10%+ | -7.9% | | Payment as % of Target | 0.5 x | 1.0 x | 2.0 x | 0.0x | | RONA Growth (3-year cumulative RONA versus the base year, in basis points (bps)) | 0 bps | 50 bps | 100+ bps | -664 bps | | Payment as % of Target | 0.5 x | 1.0 x | 2.0 x | 0.0x |

  84. 2023 – 2025 Performance Shares

    In accordance with the Company’s pay-for-performance philosophy, the realized pay was based on the achievement of the performance metrics, which were below the threshold level for both Net Income Growth and RONA Growth. As a result, there was no payout under the 2023 PSU awards. Each year the Committee reviews the performance targets and metrics for the upcoming grant.

  85. 2023 – 2025 Performance Shares

    | Wesco 2026 Proxy Statement | Compensation Discussion and Analysis | 43 |

  86. Stock Options and Stock Appreciation Rights

    Stock Options and Stock Appreciation Rights We use Stock Options to both motivate and align management’s incentives with long-term stockholder value. We believe that management should have a substantial stake in the success of the Company and that enduring stock price growth reflects the effectiveness of management in executing a long-term strategic plan, not just the passage of time. Our Stock Options and Stock Appreciation Rights ("SARs") settle in Company Common Stock upon exercise, and they vest ratably over three years. In 2022, we started to grant stock-settled Options instead of SARs because substantively the instruments function in similar ways (i.e., a gain is settled in shares of stock) and the usage of Stock Options is more prevalent in the marketplace and participants are more familiar with them. Beginning in 2024, annual option awards are granted on or about March 1 (or the closest business day if it falls on a weekend), which typically follows the filing of our Annual Report on Form 10-K by a week or more. The intention of this timing was to choose a consistent date that would be at least a week removed from the announcement of annual results and filing of the Company’s Annual Report on Form 10-K.

  87. Restricted Stock Units

    Restricted Stock Units Fundamentally, Restricted Stock Units ("RSUs") are meant to balance the need for long-term retention of key executive talent while aligning realizable value with changes in stockholder wealth. RSUs are common in the marketplace and therefore are an important component of a competitive compensation opportunity. It is, however, intentionally only a modest portion of our NEOs’ total long-term incentive compensation. Our RSUs vest ratably over a three-year period. The performance shares, Stock Options and RSU grants to our NEOs in 2025 were as follows:

  88. Restricted Stock Units

    | NEO | Performance Share Opportunity (reflects number of shares that could be earned at target)(1) | Stock Option Awards(2) | RSU Awards(3) | | Engel | 25,212 | 29,704 | 12,606 | | Schulz | 6,040 | 7,116 | 3,020 | | Cameron | 4,710 | 5,549 | 18,978 | | Castillo | — | — | 12,245 | | Naylor | 5,158 | 6,051 | 2,579 | | Geary(4) | 4,710 | 5,549 | 18,978 |

  89. Restricted Stock Units

    (1) Performance shares are subject to a three-year performance period from January 1, 2025 to December 31, 2027. (2) The Stock Option awards vest ratably over three years and have an expiration date of March 1, 2035 with the exception of 4,745 stock options awarded to Mr. Naylor in conjunction with his promotion on June 30, 2025, which vests ratably over three years and expire on June 30, 2035. (3) The RSU awards vest in one-third increments on March 1, 2026, March 1, 2027, and March 1, 2028, with the following exceptions: 16,623 RSU awards granted to Messrs. Cameron and Geary to promote their retention, which cliff vest on March 1, 2028, three years after the grant date; 12,245 sign-on RSU awards granted to Mr. Castillo, which vest in one-third increments on September 11, 2026; September 11, 2027; and September 11, 2028; and 2,025 RSU awards granted to Mr. Naylor in conjunction with his promotion on June 30, 2025, which vest in one-third increments on June 30, 2026; June 30, 2027; and June 30, 2028. The Performance shares, Stock Option awards, and RSU awards granted to Mr. Geary were forfeited upon the termination of his employment on June 30, 2025. With respect to the NEOs other than himself, the Chief Executive Officer makes grant recommendations based on each individual executive’s expected long-term contributions to the value creation of the Company and consideration of market data. The Chief Executive Officer’s recommendations and Meridian’s analysis are considered in making grant determinations. With respect to the Chief Executive Officer, the Committee determines (without the input of the Chief Executive Officer) the amount of his grant.

  90. Restricted Stock Units

    | Wesco 2026 Proxy Statement | Compensation Discussion and Analysis | 44 |

  91. Chief Executive Officer Compensation

    Chief Executive Officer Compensation Mr. Engel’s compensation is higher than the compensation of other NEOs due to the broad scope of his responsibilities as Chief Executive Officer, including executive leadership in the development, articulation and promotion of the Company’s mission, vision and values, the development and execution of the Company’s long-term strategy and annual operating and financial plans, the development and motivation of the senior management team, ensuring the recruitment, training and development of the required human resources to meet the needs of the Company, and overall service as the principal spokesperson for the Company in communicating with stockholders, employees, customers, suppliers, and our Board and Board Committees. As described previously, the Committee engages Meridian to prepare an annual market analysis of target total compensation (the total of salary, target annual cash incentive and long-term incentives) compared to a peer group, and it reviews a range of market data for target total compensation versus similarly situated roles within the peer group. When setting Mr. Engel’s pay, the Committee also considers other factors including Company and individual performance, economic conditions, overall duties and responsibilities, internal equity and tenure of the incumbent.

  92. Employment, Severance, Change in Control or Other Arrangements

    Employment, Severance, Change in Control or Other Arrangements As disclosed previously, Mr. Engel has a 2009 employment agreement that provides for, among other things, a base salary amount and a target bonus of not less than 100% of base salary, as may be adjusted by the Committee. Mr. Engel also receives long-term equity-based incentives under the Company’s Long-Term Incentive Plan as determined by the Committee. In the event that prior to a change in control Mr. Engel’s employment is terminated by the Company without cause or by Mr. Engel for good reason, he will be entitled to receive monthly cash payments for 24 months in an amount equal to his monthly base salary as of the termination date, a lump sum cash amount equal to his target annual incentive opportunity for the year in which he was terminated and accelerated vesting of all stock-based awards, exercisable for up to 18 months, except for performance based awards where operational or performance criteria have not been met. If such termination occurs within two years after a change in control, Mr. Engel will instead be entitled to receive (i) a lump sum cash payment equal to two times the sum of his annual base salary and his annual target incentive opportunity as of the termination date, (ii) a gross-up payment to offset certain excise taxes, if any, (iii) prorated incentive compensation for the year in which he was terminated and (iv) accelerated vesting of all stock-based awards, exercisable for up to 18 months. As disclosed previously, other than the pre-existing employment agreement with Mr. Engel, the Company has no other agreements with executive officers providing for excise tax gross-ups with respect to payments contingent upon a change in control. In addition, the Company committed that it will not enter into any new or materially amended agreements with executive officers providing for excise tax gross-ups with respect to payments contingent upon a change in control and, indeed, has not entered into any such agreements. See “Potential Payments Upon Termination”

  93. Employment, Severance, Change in Control or Other Arrangements

    | Wesco 2026 Proxy Statement | Compensation Discussion and Analysis | 46 |

  94. Employment, Severance, Change in Control or Other Arrangements

    in this Proxy Statement for additional information. The 2009 employment agreement had an initial term of three years and thereafter is subject to one-year automatic extensions. Mr. Engel is subject to confidentiality obligations during the term of his employment and for five years thereafter. He is bound by restrictive covenants in the form of non-competition and non-solicitation of employees and customers during the term of his employment and for a period of two years thereafter. On June 22, 2020, in conjunction with the closing date of the acquisition of Anixter, the Company entered into new employment letter agreements with each of Messrs. Schulz and Cameron. Each letter agreement superseded and replaced the applicable officer’s prior employment letter agreement with the Company. Mr. Engel’s 2009 employment agreement was not modified and remains in effect. The Company entered into an employment letter agreement with Mr. Naylor, dated June 12, 2025, in connection with his promotion to Executive Vice President and General Manager, CSS, of the Company. The Company entered into an employment letter agreement with Mr. Castillo, dated July 14, 2025, in connection with his joining the Company as Executive Vice President and General Manager, EES, of the Company. The letter agreement with Mr. Schulz provides for a base salary, a target annual bonus opportunity of 100% of base salary with a payout opportunity of 0-200% of base salary, and an annual equity award opportunity that is subject to approval by the Compensation Committee. The letter agreements with each of Messrs. Cameron, Castillo and Naylor provide for base salaries, target annual bonus opportunities as a percentage of base salaries with variable payout opportunities, and annual equity award opportunities that are subject to approval by the Compensation Committee. Currently, Messrs. Cameron, Castillo and Naylor have a target bonus opportunity of 90% of base salary with a payout opportunity of 0-180% of base salary. The letter agreements with Messrs. Schulz, Cameron, Castillo and Naylor also include a severance provision entitling the applicable officer to receive the following severance benefits upon the termination of the officer’s employment by the Company without cause or by the officer for good reason, subject to the officer’s execution and non-revocation of a general release of claims against the Company: (i) cash severance equal to 12 months of base salary; (ii) a prorated target bonus for the year of termination; and (iii) continued medical, dental and vision benefits for one year following termination of employment subject to continued payment of the applicable premiums at active employee rates. Pursuant to each letter agreement, the applicable officer is subject to noncompetition and employee and customer non-solicitation restrictions applicable during employment and for one year thereafter and perpetual confidentiality and non-disparagement covenants. Effective on June 22, 2020, in conjunction with the closing date of the acquisition of Anixter, Mr. Geary joined the Company pursuant to the terms of a new employment letter agreement, dated May 28, 2020, between the Company and Mr. Geary. The terms of Mr. Geary's letter agreement were consistent with those of the other named executive officers described above, including with respect to compensation and severance arrangements. Effective June 30, 2025, Mr. Geary resigned from his position with the Company. Because Mr. Geary's departure was a voluntary resignation rather than a termination by the Company without cause or resignation for good reason, Mr. Geary was not entitled to, and did not receive, any severance benefits in connection with his departure. Mr. Geary remains subject to the noncompetition and non-solicitation restrictions, as well as the confidentiality and non-disparagement covenants, as set forth in his employment letter agreement.

  95. Change in Control Severance Plan

    Change in Control Severance Plan Effective as of June 22, 2020, the Board adopted the WESCO International, Inc. Change in Control Severance Plan (the “CIC Plan”), which will provide severance benefits under certain circumstances to CIC Plan participants selected by the Compensation Committee of the Board. Messrs. Schulz, Cameron, Castillo and Naylor, as well as other executive officers of the Company, have been selected to participate in the CIC Plan. Mr. Engel does not participate in the CIC Plan, as his benefits are specified in his pre-existing 2009 employment agreement, which was not modified and remains in effect. Under the CIC Plan, if a participant’s employment is terminated by Company other than for cause or by the participant for good reason, in each case on or within two years following a change in control of the Company, the Company will pay or provide to the participant a cash severance payment equal to the sum of: (i) a prorated target bonus for the year of termination; (ii) an amount equal to a multiple (2x for each participant selected to participate on or after June 22, 2020) of the participant’s base salary plus the participant’s target bonus; (iii) an amount equal to a multiple (2x for each participant selected to participate on or after June 22, 2020) of the employer portion of the annual cost of continued coverage under the Company’s healthcare benefit plans (including medical, prescription, dental and vision coverage); and (iv) an amount that may be used for outplacement services ($25,000 for each participant selected to participate on or after June 22, 2020). This severance payment will be provided in lieu of any severance benefits to which the participant is otherwise entitled under any other arrangement with the Company.

  96. Change in Control Severance Plan

    | Wesco 2026 Proxy Statement | Compensation Discussion and Analysis | 47 |

  97. Change in Control Severance Plan

    As a condition to receipt of the severance benefits, the CIC Plan requires that each participant execute and not revoke a general release of claims against the Company and agree to comply with one-year post-termination noncompetition and employee and customer non-solicitation covenants and perpetual confidentiality and non-disparagement covenants. If any payments or benefits would cause a participant to become subject to the excise tax imposed under section 4999 of the Internal Revenue Code, then the severance payment under the CIC Plan will be reduced to the extent required so that the participant would not be subject to the excise tax if such a reduction would put the participant in a more favorable after-tax position than if the participant were to pay the excise tax. The Company's stockholders approved a 2021 Omnibus Incentive Plan in May 2021 that replaced the prior 1999 Long-Term Incentive Plan, as amended and restated effective May 31, 2017. Under the terms of these plans or related award agreements, Stock Options, SAR and RSU awards would vest upon consummation of a change in control transaction. Under the terms of the award agreements for performance share awards beginning in February 2022, upon a change in control that occurs during the performance period, the performance share awards will immediately vest as of the date of such change in control at the higher of (i) the target level or (ii) actual performance but assuming that the performance period ended on the latest practicable date on or prior to the date of such change in control. The payments to the NEOs upon consummation of a change in control transaction for accelerated vesting of equity awards are set forth in the "Potential Payments Upon Termination" tables in this Proxy Statement. The Company has entered into indemnification agreements with the NEOs, in the form as set forth on an exhibit to the Company’s Annual Report on Form 10-K filed on February 22, 2016, providing for: indemnification for indemnifiable claims and losses; advancement of expenses; and D&O liability insurance.

  98. Deductibility of Executive Compensation

    after December 31, 2016. Thus, the definition of covered employees includes, but is not limited to, the Company’s NEOs. Notwithstanding the limitation on the tax deductibility of performance-based compensation, we generally will continue to emphasize the use of performance-based compensation, including annual incentive payments, compensatory stock options, stock appreciation rights, RSUs, and performance share awards. We expect to continue to authorize compensation in excess of $1 million to covered employees, which will not be deductible under Section 162(m), when we believe doing so is in the best interests of the Company and our stockholders.

  99. Summary Compensation Table

    Summary Compensation Table

  100. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John J. Engel | 2025 | $1,412,165 | | $7,112,936 | $2,275,029 | $1,362,550 | $146,066 | $12,308,746 | | Chairman, President and CEO | 2024 | $1,338,200 | | $6,299,956 | $2,099,969 | $1,487,310 | $232,828 | $11,458,263 | | | 2023 | $1,313,600 | | $5,850,079 | $1,950,003 | $997,515 | $220,465 | $10,331,662 | | David S. Schulz | 2025 | $794,538 | | $1,704,035 | $545,014 | $510,986 | $63,077 | $3,617,650 | | EVP and CFO | 2024 | $758,750 | | $1,635,057 | $544,986 | $562,178 | $92,429 | $3,593,400 | | | 2023 | $747,500 | | $1,500,007 | $499,987 | $378,422 | $84,337 | $3,210,253 | | James F. Cameron | 2025 | $650,442 | | $4,328,762 | $424,998 | $305,811 | $44,043 | $5,754,056 | | EVP and GM, UBS | 2024 | $601,731 | | $1,125,014 | $375,020 | $401,335 | $76,297 | $2,579,397 | | | 2023 | $560,000 | | $937,526 | $312,464 | $311,850 | $55,741 | $2,177,581 | | Daniel J. Castillo | 2025 | $223,077(5) | $400,000(6) | $2,700,023 | — | $136,508 | $9,760 | $3,469,368 | | EVP and GM, EES | | | | | | | | | | Dirk W. Naylor | 2025 | $499,210(5) | | $1,485,150 | $475,024 | $316,011 | $27,800 | $2,803,195 | | EVP and GM, CSS | | | | | | | | | | William C. Geary, II | 2025 | $357,962(5) | | $4,328,762 | $424,998 | — | $60,227 | $5,171,949 | | Former EVP and GM, CSS | 2024 | $664,615 | | $1,125,014 | $375,020 | $376,494 | $79,144 | $2,620,287 | | | 2023 | $643,269 | | $1,031,244 | $343,755 | $309,604 | $61,474 | $2,389,346 |

  101. Summary Compensation Table

    (1) Represents aggregate grant date fair value of RSUs and performance share awards in accordance with FASB ASC Topic 718, which, with respect to performance shares, is the value based on the target level of achievement (determined to be the probable outcome of the performance conditions at the time of grant). In the event the maximum performance conditions are met, the maximum value of the performance shares would be: for Mr. Engel $11,611,034; Mr. Schulz $2,781,638; Mr. Cameron $2,169,125; Mr. Naylor $ 2,424,336 and Mr. Geary $2,169,1258. RSUs are subject to time-based vesting criteria and performance shares are subject to achievement of certain performance targets over a three-year performance period. The assumptions used in calculating these amounts are set forth in Note 14 to the consolidated financial statements for the year ended December 31, 2025 on pages 80 to 83 of our Annual Report on Form 10-K. (2) Represents the grant date fair value of Stock Option awards computed in accordance with FASB ASC Topic 718. These equity awards are subject to time-based vesting criteria over a three-year period. The assumptions used in calculating these amounts are set forth in Note 14 to the consolidated financial statements for the year ended December 31, 2025 in our Annual Report on Form 10-K. All the equity awards to the NEOs were granted under the WESCO International, Inc. 2021 Omnibus Incentive Plan. (3) Represents annual cash incentive bonus amounts earned for each fiscal year in accordance with SEC rules but approved and paid in the following year. (4) See the “All Other Compensation” table below for additional information. (5) Salary amounts shown for Mr. Castillo and Mr. Geary reflect compensation for partial-year service during 2025. Mr. Castillo joined the Company on September 1, 2025, and his salary reflects amounts actually paid from that date through the end of the year. Mr. Geary's employment with the Company terminated on June 30, 2025, and his salary reflects amounts actually paid through his termination date. Effective June 30, 2025, Mr. Naylor was promoted to Executive Vice President and General Manager, CSS, and his annual base salary was increased to $550,000. His salary reflects the amount actually paid during 2025, which includes the mid-year adjustment. Represents a one-time cash sign-on bonus paid to Mr. Castillo in connection with the commencement of his employment on September 1, 2025. This sign-on bonus was intended to serve as an inducement for Mr. Castillo to join the Company and to compensate him for the forfeiture of certain annual incentive compensation from his prior employer that he would have otherwise received. This amount is not part of Mr. Castillo's regular annual incentive plan and is subject to repayment in full if his employment with the Company is terminated voluntarily or for cause prior to one year from the payment date.

  102. Summary Compensation Table

    | Wesco 2026 Proxy Statement | Compensation Tables | 50 |

  103. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes the grants of equity and non-equity plan-based awards made to the executive officers named in the Summary Compensation Table during the fiscal year ended December 31, 2025. The equity awards were granted under the Company’s 2021 Omnibus Incentive Plan.

  104. Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Approval Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(3) | Options (#)(4) | Awards ($/Sh)(5) | Awards ($)(6) | | Engel | | | Short-Term Incentive | $953,944 | $2,119,875 | $4,239,750 | — | — | — | — | — | — | — | | | 3/1/2025 | 2/13/2025 | Performance Share Units | — | — | — | 10,085 | 25,212 | 60,509 | — | — | — | $4,837,931 | | | 3/1/2025 | 2/13/2025 | Restricted Stock Units | — | — | — | — | — | — | 12,606 | — | — | $2,275,005 | | | 3/1/2025 | 2/13/2025 | Stock Options | — | — | — | — | — | — | — | 29,704 | $180.47 | $2,275,029 | | Schulz | | | Short-Term Incentive | $357,750 | $795,000 | $1,590,000 | — | — | — | — | — | — | — | | | 3/1/2025 | 2/13/2025 | Performance Share Units | — | — | — | 2,416 | 6,040 | 14,496 | — | — | — | $1,159,016 | | | 3/1/2025 | 2/13/2025 | Restricted Stock Units | — | — | — | — | — | — | 3,020 | — | — | $545,019 | | | 3/1/2025 | 2/13/2025 | Stock Options | — | — | — | — | — | — | — | 7,116 | $180.47 | $545,014 | | Cameron | | | Short-Term Incentive | $263,756 | $586,125 | $1,172,250 | — | — | — | — | — | — | — | | | 3/1/2025 | 2/13/2025 | Performance Share Units | — | — | — | 1,884 | 4,710 | 11,304 | — | — | — | $903,802 | | | 3/1/2025 | 2/13/2025 | Restricted Stock Units | — | — | — | — | — | — | 2,355 | — | — | $425,007 | | | 3/1/2025 | 2/13/2025 | Restricted Stock Units | — | — | — | — | — | — | 16,623 | — | — | $2,999,953 | | | 3/1/2025 | 2/13/2025 | Stock Options | — | — | — | — | — | — | — | 5,549 | $180.47 | $424,998 | | Castillo | | | Short-Term Incentive | $97,875 | $217,500(7) | $435,000 | — | — | — | — | — | — | — | | | 9/11/2025 | 9/11/2025 | Restricted Stock Units | — | — | — | — | — | — | 12,245 | — | — | $2,700,023 | | Naylor | | | Short-Term Incentive | $171,140 | $380,310(8) | $760,620 | — | — | — | — | — | — | — | | | 3/1/2025 | 2/13/2025 | Performance Share Units | — | — | | 443 | 1,108 | 2,659 | — | — | — | $212,614 | | | 6/30/2025 | 6/30/2025 | Performance Share Units | — | — | — | 1,620 | 4,050 | 9,720 | | | | $797,526 | | | 3/1/2025 | 2/13/2025 | Restricted Stock Units | — | — | — | — | — | — | 554 | — | — | $99,980 | | | 6/30/2025 | 6/30/2025 | Restricted Stock Units | — | — | — | | | | 2,025 | | | $375,030 | | | 3/1/2025 | 2/13/2025 | Stock Options | — | — | — | — | — | — | — | 1,306 | $180.47 | $100,027 | | | 6/30/2025 | 6/30/2025 | Stock Options | — | — | — | — | — | — | — | 4,745 | $185.20 | $374,997 | | Geary | | | Short-Term Incentive | $280,463 | $623,250 | $1,246,500 | — | — | — | — | — | — | — | | | 3/1/2025 | 2/13/2025 | Performance Share Units | — | — | — | 1,884 | 4,710 | 11,304 | — | — | — | $903,802 | | | 3/1/2025 | 2/13/2025 | Restricted Stock Units | — | — | — | — | — | — | 2,355 | — | — | $425,007 | | | 3/1/2025 | 2/13/2025 | Restricted Stock Units | — | — | — | — | — | — | 16,623 | — | — | $2,999,953 | | | 3/1/2025 | 2/13/2025 | Stock Options | — | — | — | — | — | — | — | 5,549 | $180.47 | $424,998 |

  105. Grants of Plan-Based Awards

    (1) The amounts represent the potential cash payment for the annual short-term incentive program for the fiscal year ending December 31, 2025 at “threshold”, “target”, and “maximum” levels of performance. Amounts actually received by the named executive officers under the short-term incentive program for 2025 performance are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table in this Proxy Statement. For further information about the short-term incentive program, please see the related discussion under "Short-Term Incentives" in the Compensation Discussion and Analysis section of this Proxy Statement. (2) The columns in this section show the number of shares of common stock that may be earned at “threshold”, “target”, and “maximum” levels of performance over a three fiscal-year performance period commencing on January 1, 2025 and ending on December 31, 2027, as discussed under "Performance Shares" in the Compensation Discussion and Analysis section of this Proxy Statement. (3) The number of restricted stock units in this column represents the grants made to the named executive officers on March 1, 2025. These restricted stock units will vest in in three equal annual installments beginning on the first anniversary of the grant date, with the following exceptions: 16,623 RSU awards granted to Messrs. Cameron and Geary, which cliff vest on March 1, 2028, three years after the grant date; 12,245 sign-on RSU awards granted to Mr. Castillo, which vest in one-third increments on September 11, 2026; September 11, 2027; and September 11, 2028; and 2,025 RSU awards granted to Mr. Naylor in connection with his promotion on June 30, 2025, which vest in one-third increments on June 30, 2026; June 30, 2027; and June 30, 2028, as further described under "Restricted Stock Units" in the Compensation Discussion and Analysis section of this Proxy Statement. (4) The number of stock options shown in this column represents the number of stock options granted to the named executive officers on March 1, 2025. The stock options vest in three equal annual installments starting on the first anniversary of the grant date, with the exception of 4,745 stock options awarded to Mr. Naylor in conjunction with his promotion on June 30, 2025, which vests ratably over three years and expire on June 30, 2035. (5) Since March 1, 2025, the scheduled grant date, was on a weekend, the option exercise price was determined by the closing sale price of a share of Wesco Common Stock on the NYSE on the last trading day before the grant date. Otherwise, the option exercise price is based on the closing sale price of a share of Wesco Common Stock on the NYSE on the actual grant date. (6) Represents the full grant date fair value of the equity awards under ASC Topic 718. With respect to awards subject to performance-based vesting conditions, grant date fair value is based on an estimate of the probable outcome at the time of grant which reflects achievement at “target” performance. For additional information on the valuation assumptions, refer to Note 14 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. (7) Mr. Castillo's estimated threshold, target, and maximum incentive amounts are pro-rated based upon his September 1, 2025 hire date. Mr. Naylor's estimated threshold, target, and maximum incentive amounts are pro-rated to include six months under the incentive plan for SBU leaders which he transitioned to following his promotion and six months under his prior incentive plan.

  106. Grants of Plan-Based Awards

    | Wesco 2026 Proxy Statement | Compensation Tables | 52 |

  107. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows the unexercised Stock Options and SARs, RSUs, and unearned performance share awards as of December 31, 2025 by the executive officers named in the Summary Compensation Table.

  108. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Equity Awards (#) Exercisable(2) | Number of Securities Underlying Unexercised Equity Awards (#) Unexercisable(2) | Exercise Price ($) | Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)(5) | | Engel | 2/13/2019 | 72,541 | — | $54.64 | 2/13/2029 | — | — | — | — | | | 2/13/2020 | 92,893 | — | $48.32 | 2/13/2030 | — | — | — | — | | | 2/11/2021 | 45,386 | — | $76.80 | 2/11/2031 | — | — | — | — | | | 2/17/2022 | 30,562 | — | $122.09 | 2/17/2032 | — | — | — | — | | | 2/16/2023 | 17,282 | 8,642 | $171.96 | 2/16/2033 | 3,760 | $919,846 | 46,664(6) | $11,415,881 | | | 3/1/2024 | 9,715 | 19,431 | $152.07 | 3/1/2034 | 9,241 | $2,260,718 | 56,302(7) | $13,773,721 | | | 3/1/2025 | — | 29,704 | $180.47 | 3/1/2035 | 12,596 | $3,081,485 | 61,078(8) | $14,942,122 | | Schulz | 2/13/2019 | 22,144 | — | $54.64 | 2/13/2029 | — | — | — | — | | | 2/11/2021 | 12,859 | — | $76.80 | 2/11/2031 | — | — | — | — | | | 2/17/2022 | 8,077 | — | $122.09 | 2/17/2032 | — | — | — | — | | | 2/16/2023 | 4,431 | 2,216 | $171.96 | 2/16/2033 | 969 | $237,056 | 11,964(6) | $2,926,873 | | | 3/1/2024 | 2,521 | 5,043 | $152.07 | 3/1/2034 | 2,401 | $587,381 | 14,612(7) | $3,574,680 | | | 3/1/2025 | — | 7,116 | $180.47 | 3/1/2035 | 3,017 | $738,079 | 14,630(8) | $3,579,083 | | Cameron | 2/17/2022 | 4,366 | — | $122.09 | 2/17/2032 | — | — | — | — | | | 2/16/2023 | 2,769 | 1,385 | $171.96 | 2/16/2033 | 629 | $153,879 | 7,478(6) | $1,829,418 | | | 3/1/2024 | 1,734 | 3,471 | $152.07 | 3/1/2034 | 1,679 | $410,751 | 10,054(7) | $2,459,611 | | | 3/1/2025 | — | 5,549 | $180.47 | 3/1/2035 | 2,377 | $581,509 | 11,410(8) | $2,791,342 | | | 3/1/2025 | — | — | $— | — | 16,779 | $4,104,815 | — | — | | Castillo | 9/11/2025 | — | — | — | — | 12,293 | $3,007,360 | — | — | | Naylor | 2/11/2021 | 1,513 | — | $76.80 | 2/11/2031 | — | — | — | — | | | 2/17/2022 | 1,310 | — | $122.09 | 2/17/2032 | — | — | — | — | | | 2/16/2023 | 664 | 333 | $171.96 | 2/16/2033 | 144 | $35,228 | 1,794(6) | $438,884 | | | 3/1/2024 | 404 | 810 | $152.07 | 3/1/2034 | 386 | $94,431 | 2,346(7) | $573,925 | | | 5/23/2024 | — | — | $— | — | 3,814 | $933,057 | — | — | | | 3/1/2025 | — | 1,306 | $180.47 | 3/1/2035 | 553 | $135,286 | 2,683(8) | $656,369 | | | 6/30/2025 | — | 4,745 | $185.20 | 6/30/2035 | 2,021 | $494,417 | 9,758(8) | $2,387,197 |

  109. Outstanding Equity Awards at Fiscal Year-End

    (1) An additional column showing the grant dates of Stock Options and SARs, RSUs, and PSUs has been included for better understanding. (2) Stock Options and SARs vest in three equal annual installments beginning on the first anniversary of the grant date. (3) RSU awards vest in three equal annual installments beginning on the first anniversary of the grant date with the following exceptions: 16,623 RSU awards granted to Messrs. Cameron and Geary on March 1, 2025, which cliff vest on March 1, 2028, three years after the grant date; 12,245 sign-on RSU awards granted to Mr. Castillo on September 11, 2025, which vest in one-third increments on September 11, 2026; September 11, 2027; and September 11, 2028; and 2,025 RSU awards granted to Mr. Naylor in conjunction with his promotion on June 30, 2025, which vest in one-third increments on June 30, 2026; June 30, 2027; and June 30, 2028.When cash dividends are paid on Wesco common stock, dividend equivalent rights are credited and converted into additional RSUs, subject to the same terms and conditions as the underlying RSUs. The number of RSUs shown includes the dividend equivalent rights through December 31, 2025. Amounts presented are net of shares withheld to cover FICA tax liability for Messrs. Engel, Schulz and Naylor who each met the retirement criteria under the related award agreements. (4) The amounts in this column were calculated using a per share value of $244.64, the closing price of Company Common Stock as reported on the NYSE on December 31, 2025, the last trading day of the fiscal year. (5) The amounts shown reflect the pay-out of the PSUs based upon achievement at the maximum level of performance. The vesting and pay-out of any PSUs for the respective performance periods ending on December 31 will be determined based on the actual achievement of specified performance goals. When cash dividends are paid on Wesco common stock, dividend equivalent rights are credited and converted into additional performance units, subject to the same terms and conditions as the underlying award. The number of PSUs shown includes dividend equivalent rights through December 31, 2025. (6) These shares correspond to a long-term incentive award relating to two equally-weighted performance growth measures (Net Income Growth and Return on Net Assets) for the period January 1, 2023 through December 31, 2025. (7) These shares correspond to a long-term incentive award relating to two equally-weighted performance growth measures (Net Income Growth and Return on Net Assets) for the period January 1, 2024 through December 31, 2026. These shares correspond to a long-term incentive award relating to two equally-weighted performance growth measures (EPS and Return on Net Assets) for each year in the period January 1, 2025 through December 31, 2027 with a relative TSR modifier calculated over the cumulative three-year period.

  110. Outstanding Equity Awards at Fiscal Year-End

    | Wesco 2026 Proxy Statement | Compensation Tables | 53 |

  111. Outstanding Equity Awards at Fiscal Year-End

    The Company's stockholders approved a 2021 Omnibus Incentive Plan in May 2021 that replaced the prior 1999 Long-Term Incentive Plan, as amended and restated effective May 31, 2017. Under the terms of these plans or related award agreements, Stock Options, SAR and RSU awards would vest upon consummation of a change in control transaction. Under the terms of the award agreements for PSU awards beginning in February 2022, upon a change in control that occurs during the performance period, the PSUs will immediately vest as of the date of such change in control at the higher of (i) the target level or (ii) actual performance but assuming that the performance period ended on the latest practicable date on or prior to the date of such change in control. The payments to the NEOs upon consummation of a change in control transaction for accelerated vesting of equity awards are set forth in the Potential Payments Upon Termination tables in this Proxy Statement.

  112. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information pertaining to the vesting of restricted stock units and performance shares during the fiscal year ended December 31, 2025, for each of the executive officers named in the Summary Compensation Table.

  113. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1)(2) | Value Realized on Vesting ($)(1)(2) | | Engel | 125,001 | $20,461,414 | 42,154 | $8,131,280 | | Schulz | 27,507 | $4,900,922 | 11,196 | $2,159,691 | | Cameron | — | — | 6,310 | $1,215,323 | | Castillo | — | — | — | — | | Naylor | — | — | 1,789 | $345,120 | | Geary | 10,238 | $687,902 | 7,592 | $1,464,365 |

  114. Option Exercises and Stock Vested

    (1) Includes the vesting of RSUs on February 16, 2025, February 17, 2025, and March 1, 2025, and shares withheld to cover FICA tax liability on outstanding restricted stock units for Messrs. Engel, Schulz and Naylor who each met the retirement criteria under the related award agreements. The value realized was determined by multiplying the number of vested units by the closing market price of the Company’s Common Stock on the date of vesting. If the vesting date fell on a weekend or holiday, the closing market price of the Common Stock on the business day immediately preceding the vesting date was used to determine the value realized. Includes the payment of performance shares which were earned and vested on February 13, 2025, upon confirmation of the Compensation Committee that performance goals had been achieved as described in the “Compensation Discussion and Analysis” section of this Proxy Statement, under the subheading “Performance Shares”. The value realized was determined by multiplying the number of vested shares by the closing market price of Wesco Common Stock on February 13, 2025, which was $193.67.

  115. Option Exercises and Stock Vested

    | Wesco 2026 Proxy Statement | Compensation Tables | 54 |

  116. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information for the executive officers named in the Summary Compensation Table regarding contributions, earnings, distributions, and year-end account balances with respect to the Wesco Distribution, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”).

  117. Nonqualified Deferred Compensation

    | Name | Year | Executive Contribution in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($)(4) | Aggregate Balance at Last Fiscal Year-End ($)(5) | | Engel | 2025 | $91,090 | $99,536 | $1,066,293 | — | $8,132,680 | | Schulz | 2025 | $62,218 | $39,609 | $263,129 | — | $1,706,997 | | Cameron | 2025 | $402,486 | $28,429 | $105,930 | — | $800,823 | | Naylor | 2025 | $127,452 | $12,821 | $83,496 | — | $548,146 | | Geary | 2025 | $73,446 | $31,461 | $73,301 | $(459,805) | — |

  118. Nonqualified Deferred Compensation

    (1) Reflects participation by the named executive officers in the Deferred Compensation Plan, including employee deferral of portions of base salary and incentive compensation. (2) Amounts in this column are Company contributions to the Deferred Compensation Plan during the fiscal year. (3) Reflects investment returns or earnings (losses) calculated by applying the investment return rate at the valuation date to the average balance of the participant’s deferral account and Company contribution account since the last valuation date for each investment vehicle selected by the participant. Investment vehicles available to participants are a subset of those offered in the 401(k) plan and notably do not include Company Common Stock. (4) The NEOs cannot receive distributions from their Deferred Compensation Plan balances until the earlier of termination, retirement or death, except that with respect to employee contributions only a date-based distribution election may be made. (5) Each of the NEOs who participated in the plan in 2025 were fully vested in the aggregate balance of their respective accounts based upon their respective years of service.

  119. Deferred Compensation Plan

    | Wesco 2026 Proxy Statement | Potential Payments Upon Termination | 55 |

  120. Potential Payments Upon Termination: Mr. Engel

    Potential Payments Upon Termination: Mr. Engel Each of the following potential scenarios represents circumstances under which Mr. Engel’s employment with the Company could potentially terminate. A description of the compensation benefits due Mr. Engel in each scenario is provided. In each case, the date of the termination is assumed to be December 31, 2025. The amounts described in the table below will change based on the assumed termination date. The determination of compensation due to Mr. Engel upon separation from the Company is governed by his Amended and Restated Employment Agreement dated September 1, 2009 or under the terms of the applicable equity award agreements and company programs. Payment of severance benefits in the event of a termination without cause is subject to the execution of a release. “Cause” means (a) a material breach of the employment agreement by Mr. Engel; (b) engaging in a felony or conduct which is in the good faith judgment of the Board, applying reasonable standards of personal and professional conduct, injurious to the Company, its customers, employees, suppliers, or stockholders; (c) failure to timely and adequately perform his duties under the employment agreement; or (d) material breach of any manual or written policy, code or procedure of the Company. “Good Reason” means (a) a reduction in Mr. Engel’s base salary, excluding any reduction that occurs in connection with an across-the-board reduction of the salaries of the entire senior management team; (b) a relocation of Mr. Engel’s primary place of employment to a location more than 50 miles from Pittsburgh, Pennsylvania; or (c) any material reduction in Mr. Engel’s offices, titles, authority, duties or responsibilities.

  121. Potential Payments Upon Termination: Mr. Engel

    | Executive Benefits and Payments Upon Termination | Termination Following a Change in Control(1) | Involuntary Not for Cause or For Good Reason Termination(2) | Death(3) | Disability(4) | Retirement(5) | | Compensation: | | | | | | | Base Salary and Incentive | $8,487,550 | $4,987,500 | $1,362,550 | $1,362,550 | $1,362,550 | | Accelerated Options & SARs(6) | $4,332,934 | $4,332,934 | $4,332,934 | $4,332,934 | $1,674,494 | | Accelerated RSUs(7) | $6,262,361 | $6,262,361 | $6,262,361 | $6,262,361 | $2,340,425 | | Accelerated Performance Shares(8) | $18,820,929 | — | $18,820,929 | $18,820,929 | $11,851,889 | | Benefits and Perquisites: | | | | | | | Medical Benefits | $24,946 | $24,946 | — | — | — | | 280G Tax Gross-Up | — | — | — | — | — | | Total: | $37,928,719 | $15,607,741 | $30,778,774 | $30,778,774 | $17,229,357 |

  122. Potential Payments Upon Termination: Mr. Engel

    (1) Termination After Change in Control Mr. Engel’s benefits upon a change in control of the Company are double-triggered (other than equity awards which vest on a change in control), meaning that he will receive these payments only if (i) there is a change in control and (ii) Mr. Engel’s employment is terminated within two years following a change in control without Cause or by Mr. Engel for Good Reason, in which case Mr. Engel will be entitled to receive: • Two times annual base salary. • Two times the annual target bonus opportunity. • Prorated annual incentive compensation for the portion of the fiscal year employed, if earned. • Full vesting of outstanding stock options, SARs, and RSUs. Vesting of performance shares are at target. Under the terms of the award agreements for PSU awarded on or after February 2022, the PSUs will immediately vest as of the date of a change in control at the higher of (i) the target level or (ii) actual performance but assuming that the performance period ended on the latest practicable date on or prior to the date of such change in control. • Coverage for health, dental, and vision benefits for 24 months provided executive pays employee portion of premiums. Additional gross-up premium sufficient to reimburse the executive for excise taxes, if any, payable as a result of termination payments plus any income taxes on the reimbursement payment itself. Other than the pre-existing employment agreement with Mr. Engel, the Company has no other agreement with executive officers providing for excise tax gross-ups with respect to payments contingent upon a change in control. In addition, the Company committed that it will not enter into any new or materially amended agreements with executive officers providing for excise tax gross-ups with respect to payments contingent upon a change in control and, indeed, has not entered into any such agreements.

  123. Potential Payments Upon Termination: Mr. Engel

    | Wesco 2026 Proxy Statement | Potential Payments Upon Termination | 56 |

  124. Potential Payments Upon Termination: Mr. Engel

    Involuntary Not for Cause or Executive for Good Reason Termination • Monthly base salary continuation for 24 months. • An amount equal to the executive’s annual target bonus opportunity. • Full vesting of outstanding Stock Options, SARs, and RSUs. • Coverage for health, dental, and vision benefits for 24 months provided executive pays employee portion of premiums. (3) Death • Any accrued and earned but unpaid bonus. • Full vesting of outstanding Stock Options, SARs, and RSUs. Vesting of performance shares at target. (4) Disability • Prorated annual incentive compensation for the portion of the fiscal year employed, if earned on a similar basis as offered to other incentive eligible employees. • Full vesting of outstanding Stock Options, SARs, and RSUs. Vesting of performance shares at target. (5) Retirement • Prorated annual incentive compensation for the portion of the fiscal year employed, if earned on a similar basis as offered to other incentive eligible employees. • Mr. Engel is entitled to receive equity award treatment in the event of his retirement on a similar basis as offered to other salaried U.S. employees who are equity award recipients. In the event of Mr. Engel’s termination of service due to early retirement after attaining a minimum age of 60 and a minimum of five years of service with the Company, (i) RSU awards will vest on a pro rata basis, (ii) PSU awards will continue to vest on a pro rata basis on the vesting date, based on actual performance to the extent that the performance metrics are achieved, and (iii) options and SAR awards will vest and become exercisable on a pro rata basis. (6) The closing price of Wesco Common Stock on December 31, 2025 (the last trading day of the fiscal year) was $244.64. The amount shown is the excess, if any, of the December 31, 2025 closing price over the exercise price multiplied by the number of SARs and Stock Options. (7) Represents the closing stock price on December 31, 2025 (the last trading day of the fiscal year) multiplied by the number of RSUs. (8) Represents the closing stock price on December 31, 2025 (the last trading day of the fiscal year) multiplied by the number of performance shares at target.

  125. Potential Payments Upon Termination: Messrs. Schulz, Cameron, Castillo and Naylor

    Potential Payments Upon Termination: Messrs. Schulz, Cameron, Castillo and Naylor Each of the following potential scenarios represents circumstances under which the NEO’s employment with the Company could potentially terminate. A description of the compensation benefits due to the NEO in each scenario is described below. In each case, the date of the termination is assumed to be December 31, 2025. The amounts described in the table below will change based on the assumed termination date. The determination of compensation due to each of Messrs. Schulz, Cameron, Castillo and Naylor upon separation from the Company is governed by the terms of their respective employment letter agreement and the terms of the CIC Plan, as described in "Employment, Severance, Change in Control or Other Arrangements" in this Proxy Statement, and applicable equity award agreements and Company programs. Each letter agreement includes a severance provision entitling the NEO to receive the following severance benefits upon the termination of the NEO’s employment by the Company without Cause or by the NEO for good reason, subject to the execution and non-revocation of a general release of claims against the Company: (i) cash severance equal to 12 months of base salary; (ii) a prorated target bonus for the year of termination; and (iii) continued medical, dental and vision benefits for one year following termination of employment. Under each letter agreement, the NEO is subject to noncompetition and employee and customer non-solicitation restrictions applicable during employment and for one year thereafter and perpetual confidentiality and non-disparagement covenants. Under the CIC Plan, if a participant’s employment is terminated by Company other than for cause or by the participant for good reason, in each case on or within two years following a change in control of the Company, the Company will pay or provide to the participant a cash severance payment equal to the sum of: (i) a prorated target bonus for the year of termination; (ii) an amount equal to a multiple (2x for each of Messrs. Schulz, Cameron, Castillo and Naylor) of the participant’s base salary plus the participant’s target bonus; (iii) an amount equal to a multiple (2x for each of Messrs. Schulz, Cameron, Castillo and Naylor) of the employer portion of the annual cost of continued coverage under the Company’s healthcare benefit plans (including medical, prescription, dental and vision coverage); and (iv) an amount that may be used for outplacement services ($25,000 for each of Messrs. Schulz, Cameron, Castillo and Naylor). The CIC Plan requires that each participant execute and not revoke a general release of claims against the Company and agree to comply

  126. Potential Payments Upon Termination: Messrs. Schulz, Cameron, Castillo and Naylor

    | Wesco 2026 Proxy Statement | Potential Payments Upon Termination | 57 |

  127. Potential Payments Upon Termination: Messrs. Schulz, Cameron, Castillo and Naylor

    with one-year post-termination noncompetition and employee and customer non-solicitation covenants and perpetual confidentiality and non-disparagement covenants. Under the letter agreements, Cause means: (i) the willful and continued failure to substantially perform the NEO’s employment duties; (ii) the Company’s determination, in good faith, that the NEO has engaged in willful misconduct or gross negligence relating to the business of the Company; (iii) a plea of guilty or nolo contendere by the NEO to, or the NEO’s conviction of, a felony under federal or state law; or (iv) material breach of any written policy of the Company, including without limitation the Company’s Code of Conduct. Under the CIC Plan, Cause means: (i) the willful and continued failure to substantially perform the participant’s employment duties; or (b) the willful engaging by the participant in illegal conduct which is materially and demonstrably injurious to the Company. Good reason means, without written consent: (i) a reduction in the NEO’s annual base salary, excluding any reduction that occurs in connection with an across-the-board reduction of the salaries of substantially the entire senior management team; (ii) a relocation of the NEO’s primary place of employment to a location more than 50 miles from Pittsburgh, Pennsylvania (except with respect to Mr. Naylor); or (iii) any material reduction in the NEO’s authority, duties or responsibilities. Messrs. Schulz, Cameron, Castillo and Naylor are entitled to receive a prorated incentive payment in the event of death, disability, and retirement and equity award treatment in the event of their retirement on a similar basis as offered to other salaried U.S. employees who are incentive and equity award recipients. The Company provides accelerated or continued vesting of equity awards for participants who are eligible for retirement, with the eligibility dependent on the individual’s age and length of service and the terms of the applicable award agreement. Upon a participant’s termination of service due to early retirement after attaining a minimum age of 60 and a minimum of five years of service with the Company, (i) RSU awards will vest on a pro rata basis, (ii) PSU awards will continue to vest on a pro rata basis on the vesting date, based on actual performance to the extent that the performance metrics are achieved, and (iii) options and SARs will vest and become exercisable on a pro rata basis. At December 31, 2025 and using the same assumptions as used for the table below, Mr. Schulz and Naylor was eligible to receive accelerated or continued vesting of his equity awards. Messrs. Cameron and Castillo were not eligible for early retirement as of December 31, 2025. Effective June 30, 2025, Mr. Geary resigned from his position with the Company. Because Mr. Geary's departure was a voluntary resignation rather than a termination by the Company without cause or resignation for good reason, Mr. Geary was not entitled to, and did not receive, any severance benefits in connection with the termination of his employment.

  128. Potential Payments Upon Termination: Messrs. Schulz, Cameron, Castillo and Naylor

    | Wesco 2026 Proxy Statement | Potential Payments Upon Termination | 58 |

  129. Potential Payments Upon Termination: Messrs. Schulz, Cameron, Castillo and Naylor

    | Executive Benefits and Payments Upon Termination | David S. Schulz | James F. Cameron | Daniel J. Castillo | Dirk W. Naylor | | Payments Upon Termination Following a Change in Control | | | | | | Base Salary & Incentive | $4,000,000 | $3,102,000 | $3,407,500 | $2,585,000 | | Equity: | | | | | | Accelerated SARs & Stock Options(1) | $1,084,523 | $778,052 | — | $465,033 | | Accelerated Restricted Stock Units(2) | $1,562,909 | $5,251,450 | $3,007,545 | $1,692,661 | | Accelerated Performance Stock Units(3) | $4,742,423 | $3,307,770 | — | $1,774,843 | | Medical Benefits | $24,999 | $33,570 | $35,524 | $26,961 | | Outplacement | $25,000 | $25,000 | $25,000 | $25,000 | | Total | $11,439,854 | $12,497,841 | $6,475,569 | $6,569,498 | | Involuntary Not for Cause or For Good Reason Termination | | | | | | Base Salary & Incentive | $1,600,000 | $1,254,000 | $1,377,500 | $1,045,000 | | Medical Benefits | $12,499 | $16,785 | $17,762 | $13,480 | | Total | $1,612,499 | $1,270,785 | $1,395,262 | $1,058,480 | | Death | | | | | | Incentive | $510,986 | $305,811 | $136,508 | $316,011 | | Equity: | | | | | | Accelerated SARs & Stock Options(1) | $1,084,523 | $778,052 | $— | $465,033 | | Accelerated Restricted Stock Units(2) | $1,562,909 | $5,251,450 | $3,007,545 | $1,692,661 | | Accelerated Performance Stock Units(3) | $4,742,423 | $3,307,770 | $— | $1,774,843 | | Total | $7,900,841 | $9,643,083 | $3,144,053 | $4,248,548 | | Disability | | | | | | Incentive | $510,986 | $305,811 | $136,508 | $316,011 | | Equity: | | | | | | Accelerated SARs & Stock Options(1) | $1,084,523 | $778,052 | $— | $465,033 | | Accelerated Restricted Stock Units(2) | $1,562,909 | $5,251,450 | $3,007,545 | $1,692,661 | | Accelerated Performance Stock Units(3) | $4,742,423 | $3,307,770 | $— | $1,774,843 | | Total | $7,900,841 | $9,643,083 | $3,144,053 | $4,248,548 | | Retirement | | | | | | Incentive | $510,986 | — | — | $316,011 | | Equity: | | | | | | Accelerated SARs & Stock Options(1) | $423,459 | — | — | $116,292 | | Accelerated Restricted Stock Units(2) | $592,108 | — | — | $176,899 | | Accelerated Performance Stock Units(3) | $3,020,546 | — | — | $784,292 | | Total | $4,547,099 | — | — | $1,393,495 |

  130. Potential Payments Upon Termination: Messrs. Schulz, Cameron, Castillo and Naylor

    The closing price of Wesco Common Stock on December 31, 2025 (the last trading day in the fiscal year) was $244.64. The amount shown is the excess, if any, of the December 31, 2025 closing price over the exercise price multiplied by the number of SARs and Stock Options. (2) Represents the closing stock price on December 31, 2025 multiplied by the number of RSUs. Represents the closing stock price on December 31, 2025 multiplied by the number of performance shares at target.

  131. Potential Payments Upon Termination: Messrs. Schulz, Cameron, Castillo and Naylor

    | Wesco 2026 Proxy Statement | Pay Ratio | 59 |

  132. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by SEC rules, we are providing the following information about the ratio of annual total compensation of all of our employees, other than our CEO, to the annual total compensation of our CEO. For our fiscal year 2025 pay ratio analysis, we determined that there has been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our fiscal year 2025 pay ratio disclosure. For 2025: (1) the annual total compensation of our median employee was $69,965; and (2) the annual total compensation of our CEO was $12,308,746. Based on this information, for 2025 the ratio of the annual total compensation for our CEO to the annual total compensation of our median employee was approximately 176 to 1. We believe that the pay ratio is a reasonable estimate calculated consistent with Regulation S-K Item 402(u). As we disclosed last year, the methodology and the material assumptions, adjustments, and estimates that we used for this calculation were as follows: We determined that, as of December 31, 2023, our employee population consisted of approximately 20,567 employees at our parent company and consolidated subsidiaries, of which 13,304 were U.S. employees and 7,263 were non-U.S. employees. Our employee population, after taking into consideration the adjustments permitted by SEC rules, consisted of approximately 19,563 individuals, of which 13,304 were U.S. employees and 6,259 were non-U.S. employees. For these purposes, we excluded approximately 1,004 employees from the following jurisdictions: Poland (89), Brazil (85), China (84), Malaysia (69), Belgium (62), New Zealand (59), United Arab Emirates (57), Taiwan (42), Argentina (40), Netherlands (38), Germany (37), Panama (33), Costa Rica (32), Saudi Arabia (31), Japan (29) Spain (29), Jamaica (20), Italy (18), Sweden (16), France (15), Hong Kong (12), Egypt (11),Turkey (11), Trinidad and Tobago (10), Barbados (7), Guatemala (7), Morocco (7), Portugal (7), Switzerland (7), Indonesia (6), Republic of Korea (6), Israel (5) Uruguay (5), Austria (4), Angola (3), Norway (3), South Africa (3), Czech Republic (2), Denmark (1), Thailand (1) and Vietnam (1). SEC rules allow companies to use a variety of assumptions, adjustments, methodologies, and estimates. Therefore, the ratio figure reported above may not be capable of comparison to the ratio figures reported by companies in our peer group or by any other company. With respect to identifying the “median employee,” we used a consistently applied compensation measure, which is the sum of an employee’s estimated annual salary/wages, commissions and bonus. For employees outside the U.S., we converted local currency amounts to U.S. dollars. For 2025, we combined all of the elements of our median employee’s compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $69,965. The difference between such employee’s wages and the employee’s annual total compensation represents the value of the employee’s retirement benefits. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Proxy Statement.

  133. Chief Executive Officer Pay Ratio

    | Wesco 2026 Proxy Statement | Pay vs. Performance | 60 |

  134. Pay vs. Performance

    Pay vs. Performance The following table summarizes the total compensation of our principal executive officer (“PEO”) and the average of the total compensation of our other NEOs as reported in the Summary Compensation Table for the past five fiscal years, as well as their “compensation actually paid” as calculated pursuant to SEC rules and certain performance measures required by the rules. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

  135. Pay vs. Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Cumulative Total Shareholder Return ($) | Peer Group Cumulative Total Shareholder Return ($)(3) | Net Income ($) | Adj. EBITDA ($)(4) | | 2025 | $12,308,747 | $19,255,342 | $4,163,243 | $4,054,224 | $320.59 | $219.37 | $645,800 | $1,496,000 | | 2024 | $11,458,263 | $2,071,847 | $3,547,117 | $1,714,170 | $234.96 | $195.68 | $660,200 | $1,480,200 | | 2023 | $10,331,662 | $30,260,210 | $2,675,765 | $6,710,486 | $223.59 | $172.08 | $708,100 | $1,659,800 | | 2022 | $11,162,279 | $15,461,278 | $3,331,361 | $2,702,071 | $159.49 | $115.98 | $803,063 | $1,684,545 | | 2021 | $9,859,087 | $38,809,795 | $3,266,803 | $9,765,176 | $167.63 | $133.61 | $407,974 | $1,149,984 |

  136. Pay vs. Performance

    (1) Mr. Engel served as our PEO for all five years (2021 – 2025). The other NEOs consist of the following individuals in each year: • 2025: Messrs. Schulz, Cameron, Castillo, Naylor and Geary • 2024: Messrs. Schulz, Geary, Squires and Khurana • 2023: Messrs. Schulz, Cameron, Geary and Squires • 2022: Messrs. Schulz, Squires, Geary, Khurana and Dosch 2021: Messrs. Schulz, Squires, Geary and Dosch Variations in the Average Summary Compensation for the other NEOs from year to year are partly due to the changes in the composition of the NEOs from year to year.

  137. Pay vs. Performance

    | Wesco 2026 Proxy Statement | Pay vs. Performance | 61 |

  138. Pay vs. Performance

    The Summary Compensation Table totals reported for the PEO and the average of the other NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate the “compensation actually paid”:

  139. Pay vs. Performance

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Average for Other NEOs | PEO | Average for Other NEOs | PEO | Average for Other NEOs | PEO | Average for Other NEOs | PEO | Average for Other NEOs | | Adjustments | | | | | | | | | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for applicable FY | $(9,387,965) | $(3,283,353) | $(8,399,925) | $(2,345,037) | $(7,800,082) | $(1,499,996) | $(6,999,972) | $(1,659,998) | $(6,000,026) | $(1,350,011) | | Increase based on ASC 718 fair value of awards granted during applicable FY that remain unvested as of applicable FY end, determined as of applicable FY end | $15,150,470 | $3,323,727 | $9,859,967 | $2,603,182 | $7,926,128 | $1,524,235 | $9,130,790 | $1,744,611 | $13,830,960 | $3,112,074 | | Increase based on ASC 718 fair value of awards granted during applicable FY that vested during applicable FY, determined as of vesting date | $— | $— | $26,813 | $1,206 | — | — | — | $12,529 | — | — | | Increase/deduction for awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in ASC 718 fair value from prior FY end to applicable FY end | $334,767 | $77,137 | $(8,823,235) | $(1,662,515) | $9,869,786 | $1,926,057 | $4,224,922 | $556,768 | $19,974,834 | $4,324,626 | | Increase/deduction for awards granted during prior FY that vested during applicable FY, determined based on change in ASC 718 fair value from prior FY end to vesting date | $688,283 | $86,352 | $(2,203,056) | $(465,744) | $9,703,195 | $2,034,825 | $(2,056,741) | $(484,552) | $1,144,940 | $411,684 | | Deduction of ASC 718 fair value of awards granted during prior FY that were forfeited during applicable FY, determined as of prior FY end | — | (339,272) | — | — | — | — | — | $(798,648) | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $161,040 | $26,390 | $153,020 | $35,961 | $229,521 | $49,600 | — | — | — | — | | TOTAL ADJUSTMENTS | $6,946,595 | $(109,019) | $(9,386,416) | $(1,832,947) | $19,928,548 | $4,034,721 | $4,298,999 | $(629,290) | $28,950,708 | $6,498,373 |

  140. Pay vs. Performance

    (3) The peer group used for calculating Peer Group Total Shareholder Return for 2025, 2024, 2023, 2022 and 2021 was the Dow Jones US Industrial Suppliers Index. This peer group was changed in 2025, from a previously self-selected performance peer group consisting of the following companies: Applied Industrial Technologies, Inc., Arrow Electronics, Inc., Avnet, Inc., Barnes Group Inc., Eaton Corporation Plc, Fastenal Company, Genuine Parts Company, Hubbell, Inc., MRC Global, Inc., MSC Industrial Direct Co., Inc., Rexel SA, Rockwell Automation, Inc. and W.W. Grainger, Inc. This change reflects our view that the updated indices provide more appropriate comparables and better align our reporting with the benchmarks commonly used by our industry peers. This peer group was utilized in the stock performance graph, as required by Item 201(e) of Regulation S-K of the Exchange Act, included in our Form 10-K for the year ended December 31, 2025. The Peer Group Total Shareholder Return with respect to the former peer group is $226.55, $209.77, $174.29, $128.74 and $137.44, for 2025, 2024, 2023, 2022, and 2021, respectively. (4) The Company has identified Adjusted EBITDA as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the other NEOs in 2025 to the Company’s performance. EBITDA is adjusted earnings before income taxes, interest, preferred stock dividends and depreciation and amortization, as shown on page 33 of the Company’s Form 10-K for the year ended December 31, 2025. For 2021 - 2025, this number was adjusted to remove the impact of stock-based compensation expense and cloud computing arrangement amortization.

  141. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures Below are graphs reflecting the relationship between the compensation actually paid (“CAP”) to our PEO and other NEOs in 2021, 2022, 2023, 2024 and 2025 and the following performance measures: Total Shareholder Return ("TSR"), net income attributable to common stockholders and Adjusted EBITDA. Relationship Between Compensation Actually Paid and Cumulative TSR As reflected in the graph below, from 2021 to 2025, the compensation actually paid to our PEO and the average of the compensation actually paid to our other NEOs decreased by 50.4% and 58.5%, respectively, compared to the Company’s cumulative TSR of 91.2% over the same period.

  142. Relationship Between Compensation Actually Paid and Performance Measures

    | Wesco 2026 Proxy Statement | Pay vs. Performance | 62 |

  143. Relationship Between Compensation Actually Paid and Performance Measures

    As described in “Compensation Discussion and Analysis,” the Company’s long-term incentive plan is a centerpiece of our executive compensation and a significant portion of the compensation actually paid to our PEO and our other NEOs comprises equity awards. As a result, the compensation actually paid to our PEO and other NEOs is aligned with our cumulative TSR performance and stockholder value creation over the applicable measurement periods. Relationship Between Compensation Actually Paid and Net Income Attributable to Common Stockholders From 2021 to 2025, the compensation actually paid to our PEO and to our other NEOs decreased by 50.4% and 58.5%, respectively, compared to a 58.3% increase in net income attributable to common stockholders over the same time period.

  144. Relationship Between Compensation Actually Paid and Performance Measures

    | Wesco 2026 Proxy Statement | Pay vs. Performance | 63 |

  145. Relationship Between Compensation Actually Paid and Performance Measures

    Compensation Actually Paid and Adjusted EBITDA As reflected in the following graph, from 2021 to 2025, compensation actually paid to our PEO and to our other NEOs decreased by 50.4% and 58.5%, respectively, compared to a 30.1% increase in Adjusted EBITDA over the same time period. The Company has identified Adjusted EBITDA as the company-selected measure for the pay versus performance disclosure, as it represents an important financial performance measure used to link compensation actually paid to the PEO and the other NEOs in 2025 to the Company’s performance. Listed below are the financial performance measures that we believe represent the most important financial performance measures we use to link compensation actually paid to our NEOs to our performance for the most recently completed fiscal year.

  146. Relationship Between Compensation Actually Paid and Performance Measures

    | Most Important Performance Measures | | Adjusted EBITDA | | Net Income | | Total Shareholder Return (TSR) |

  147. Relationship Between Compensation Actually Paid and Performance Measures

    | Wesco 2026 Proxy Statement | Proposal 3 - Ratify the Appointment of Independent Registered Public Accounting Firm | 64 |