DEF 14A of CDW Corp, Apr 10, 2024

DEF 14A of CDW Corp

Filed Apr 10, 2024 · FY20230001308179-24-000494

Open on EDGAR

  1. Our Board

    Our Board

  2. Our Board

    | Name & Professional Background | | Age | Director Since(1) | Independent | Committee Memberships | Other Public Company Boards | | | Virginia C. Addicott Retired President & Chief Executive Officer, FedEx Custom Critical | 60 | 2016 | | ▪ Audit ▪ Nominating & Corporate Governance | 1 | | | James A. Bell Retired Executive Vice President, Corporate President & Chief Financial Officer, The Boeing Company | 75 | 2015 | | ▪ Audit (Chair) ▪ Nominating & Corporate Governance | — | | | Lynda M. Clarizio Co-Founder and General Partner of The 98 and Former Executive Vice President, Strategic Initiatives, The Nielsen Company (US), LLC | 63 | 2015 | | ▪ Compensation ▪ Nominating & Corporate Governance | 3 | | | Anthony R. Foxx Former United States Secretary of Transportation | 52 | 2021 | | ▪ Compensation ▪ Nominating & Corporate Governance | 2 | | | Kelly J. Grier Retired US Chair and Managing Partner (CEO), Ernst & Young LLP | 54 | 2023 | | ▪ Audit ▪ Nominating & Corporate Governance | 2 | | | Marc E. Jones Chairman, President and Chief Executive Officer of Aeris Communications, Inc. | 65 | 2023 | | ▪ Audit ▪ Nominating & Corporate Governance | 1 | | | Christine A. Leahy Chair, President & Chief Executive Officer, CDW Corporation | 59 | 2019 | — | — | 1 | | | Sanjay Mehrotra President & Chief Executive Officer, Micron Technology, Inc. | 65 | 2021 | | ▪ Compensation (Chair) ▪ Nominating & Corporate Governance | 1 | | | David W. Nelms (Lead Independent Director) Retired Chairman & Chief Executive Officer, Discover Financial Services, Inc. | 63 | 2014 | | ▪ Nominating & Corporate Governance (Chair) | — | | | Joseph R. Swedish Retired Chairman, President & Chief Executive Officer, Anthem, Inc. | 72 | 2015 | | ▪ Compensation ▪ Nominating & Corporate Governance | 2 | | | Donna F. Zarcone Retired President & Chief Executive Officer, The Economic Club of Chicago | 66 | 2011 | | ▪ Audit ▪ Nominating & Corporate Governance | 1 |

  3. Our Board

    | (1) The time period for service as a director of CDW includes service on the Board of Managers of CDW Holdings LLC, our parent company prior to our initial public offering in 2013. |

  4. Our Board

    | | 2024 Proxy Statement | 11 |

  5. Election of Directors

    Election of Directors Under our Certificate of Incorporation, the number of Board members is set from time to time by the Board. Our Board presently consists of eleven directors. The terms of all of our directors expire on the date of the 2024 Annual Meeting, subject to the election and qualification of their successors.

  6. 2024 Nominees for Election to the Board of Directors

    2024 Nominees for Election to the Board of Directors Each of the eleven director nominees listed below is currently a director of the Company. Each of the director nominees, other than Christine A. Leahy, our Chair, President and Chief Executive Officer, has been determined by the Board to be independent. The following biographies describe the business experience of each director nominee. Following the biographical information for each director nominee, we have listed the specific qualifications, attributes, skills, and experience of that nominee that strengthen the operation of the Board as a whole. The time period for Ms. Zarcone’s service as a director of CDW includes service on the Board of Managers of CDW Holdings LLC, our parent company prior to our IPO. If elected, each of the director nominees is expected to serve for a term expiring at the 2025 Annual Meeting of Stockholders, subject to the election and qualification of his or her successor. The Board expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board may nominate.

  7. 2024 Nominees for Election to the Board of Directors

    | | PROPOSAL 1: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES FOR ELECTION AS DIRECTORS. |

  8. 2024 Nominees for Election to the Board of Directors

    | VIRGINIA C. ADDICOTT | | Audit and Nominating and Corporate Governance Committees | | INDEPENDENT Director since: 2016 Age 60 | Ms. Addicott is the retired President and Chief Executive Officer of FedEx Custom Critical, a North American expedited freight carrier, a position she held from June 2007 to December 2019. Ms. Addicott joined FedEx Custom Critical in 1999 as Division Managing Director, Service and Safety, and in 2001 became Division Vice President, Operations and Customer Service. Prior to joining FedEx Custom Critical, Ms. Addicott spent thirteen years at Roberts Express, Inc. (acquired by FedEx Custom Critical in 1999) in various operations roles. | | | | Other Public Company Directorships: • Element Fleet Management Corp. | Selected Directorships and Positions: • Board of Directors, Smithers - Oasis Company • Board of Directors, Student Transportation of America • Chair, Board of Directors, Akron Children’s Hospital • Board of Directors, Kent State University Foundation | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global | • Technology Innovation • Finance, Accounting & Risk Management • People and Culture |

  9. 2024 Nominees for Election to the Board of Directors

    | JAMES A. BELL | Audit (Chair) and Nominating and Corporate Governance Committees |

  10. 2024 Nominees for Election to the Board of Directors

    | INDEPENDENT Director since: 2015 Age 75 | Mr. Bell is the retired Executive Vice President, Corporate President and Chief Financial Officer of The Boeing Company, an aerospace company and manufacturer of commercial jetliners and military aircraft. Mr. Bell served in that role at Boeing from 2008 to 2012. Previously, he served as Boeing’s Executive Vice President, Finance and Chief Financial Officer from 2003 to 2008; Senior Vice President of Finance and Corporate Controller from 2000 to 2003; and Vice President of Contracts and Pricing for Boeing Space and Communications from 1996 to 2000. | | | | Other Public Company Directorships: • None | Former Public Company Directorships (within the past 5 years): • Apple, Inc. • Dow Inc. • JPMorgan Chase & Co. | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global | • Finance, Accounting & Risk Management • People and Culture • Government and Regulatory |

  11. 2024 Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 27 |

  12. 2024 Nominees for Election to the Board of Directors

    | LYNDA M. CLARIZIO | Compensation and Nominating and Corporate Governance Committees |

  13. 2024 Nominees for Election to the Board of Directors

    | INDEPENDENT Director since: 2015 Age 63 | Ms. Clarizio is a strategic advisor to several businesses with a focus on leveraging digital technology and data to drive growth. She also is Co-Founder and General Partner of The 98, an early stage venture fund investing in technology businesses led by women. Ms. Clarizio served as Executive Vice President, Strategic Initiatives (September 2017 to January 2018) and President of U.S. Media (August 2013 to September 2017) at The Nielsen Company (US), LLC, a global performance management company that provides a comprehensive understanding of what consumers watch and buy. Prior to joining Nielsen, Ms. Clarizio served as Executive Vice President, Corporate Development and Operations of AppNexus, Inc., a programmatic advertising platform, from November 2012 to April 2013. From 2009 to 2012, Ms. Clarizio served as Chief Executive Officer and President of INVISION, Inc., a provider of multiplatform advertising solutions to the media industry. From 1999 to 2009, she held a variety of executive positions with AOL Inc., a media technology company, including President of Platform-A (AOL’s consolidated advertising businesses) and President of Advertising.com (an AOL subsidiary). Prior to joining AOL, Ms. Clarizio was a partner in the Washington, DC law firm of Arnold & Porter, where she practiced law from 1987 to 1999. | | | | Other Public Company Directorships: • Emerald Holding, Inc. • Intertek Group plc • Taboola.com Ltd. | Selected Directorships and Positions: • Board of Directors, Simpli.fi Holdings, Inc. • Board of Directors, Cambri Oy • Board of Directors, Human Rights First • Leadership Council, Princeton University School of Engineering and Applied Science | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global | • Technology Innovation • Finance, Accounting & Risk Management • People and Culture |

  14. 2024 Nominees for Election to the Board of Directors

    | ANTHONY R. FOXX | Compensation and Nominating and Corporate Governance Committees |

  15. 2024 Nominees for Election to the Board of Directors

    | INDEPENDENT Director since: 2021 Age 52 | Mr. Foxx was the seventeenth United States Secretary of Transportation from July 2013 to January 2017. Mr. Foxx also served as Chief Policy Officer and Senior Advisor to the President and Chief Executive Officer of Lyft, Inc., a transportation network in the U.S. and Canada, from October 2018 to January 2022 and served as an advisor to Lyft through the end of 2022. Prior to joining Lyft, Mr. Foxx served as a Managing Partner of Related Infrastructure, the infrastructure development group of Related Companies, a real estate firm, from December 2017 to October 2018. Mr. Foxx also served as Mayor of Charlotte, North Carolina from 2009 to 2013 and as a Charlotte City Council Member at-large representative from 2005 to 2009. Mr. Foxx also has held a variety of legal positions in the public and private sectors. | | | | Other Public Company Directorships: • Martin Marietta Materials, Inc. • NXP Semiconductors N.V. Former Public Company Directorships (within the past 5 years): • Shelter Acquisition Corporation I | Selected Directorships and Positions: • Advisory Board, AutoTech Ventures • Director, The Volcker Alliance • Senior Fellow, Harvard University Kennedy School’s Belfer Center for Science & International Affairs • Executive in Residence, Carnegie Mellon University | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Technology Innovation | • Finance, Accounting & Risk Management • People and Culture • Government and Regulatory |

  16. 2024 Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 28 |

  17. 2024 Nominees for Election to the Board of Directors

    | KELLY J. GRIER | | Audit and Nominating and Corporate Governance Committees | | INDEPENDENT Director since: 2023 Age 54 | Ms. Grier is the retired U.S. Chair and Managing Partner (CEO) of Ernst & Young LLP (EY), a global professional services firm, a position she held from 2018 to 2022. From 2015 to 2018, Ms. Grier was Vice Chair and Central Region Managing Partner, in 2014, was Americas Vice Chair of Talent and prior to that, served in various roles of increasing responsibility in the U.S. and globally during over 30 years of service to EY. Ms. Grier is a certified public accountant. | | | | Other Public Company Directorships: • Illinois Tool Works Inc. • Booking Holdings Inc. | Selected Directorships and Positions: • Senior Advisor, Permira • Board of Directors, Zendesk, Inc. • Board of Directors, Global Forest Generation • Board of Directors, Peterson Institute for International Economics • Board of Directors, Chief Executives for Corporate Purpose • Board of Directors, CEO Action for Racial Equality | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global • Technology Innovation | • Finance, Accounting & Risk Management • People and Culture • Government and Regulatory |

  18. 2024 Nominees for Election to the Board of Directors

    | MARC E. JONES | | Audit and Nominating and Corporate Governance Committees | | INDEPENDENT Director since: 2023 Age 65 | Mr. Jones serves as the Chairman, President and Chief Executive Officer of Aeris Communications, Inc., a provider of machine to machine and Internet of Things communications services. Mr. Jones has served as Chairman of Aeris since 2005 and President and Chief Executive Officer of Aeris since 2008. He also served as Chairman of Visionael Corporation, a network service business software and service provider, from 2004 to 2009 and as President and Chief Executive Officer of Visionael from 1998 to 2004. Prior to joining Visionael, Mr. Jones served as President and Chief Operating Officer of Madge Networks, a supplier of networking hardware, from 1993 to 1997; Senior Vice President, Integrated System Products at Chips and Technologies, Inc., one of the first fabless semiconductor companies, from 1988 to 1992; and Senior Vice President, Corporate Finance at LF Rothschild Unterberg Towbin & Co., a merchant and investment banking firm, from 1986 to 1987. | | | | Other Public Company Directorships: • Ingersoll Rand Inc. | Selected Directorships and Positions: • Chair, Board of Directors, Aeris Communications, Inc. • Board of Trustees, Stanford University • Chair, Board of Directors, Stanford Health Care • Board of Directors, Lucile Packard Children’s Hospital Stanford • Board of Directors, Management Leadership for Tomorrow | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global • Technology Innovation | • Finance, Accounting & Risk Management • People and Culture • Government and Regulatory |

  19. 2024 Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 29 |

  20. 2024 Nominees for Election to the Board of Directors

    | CHRISTINE A. LEAHY | | | | CHAIR Director since: 2019 Age 59 | Ms. Leahy is our Chair, President and Chief Executive Officer. Ms. Leahy has served as President and Chief Executive officer since January 2019 and as Chair since January 2023. Prior to her current role, Ms. Leahy served as our Chief Revenue Officer from July 2017 to December 2018 and was responsible for all customer-facing units of the Company, including its corporate, public, small business, international and integrated technology solutions organizations. Prior to that role, Ms. Leahy served as our Senior Vice President-International from May 2016 to July 2017, where she led the development of the Company’s international strategy and was responsible for the performance of the Company’s international business. Ms. Leahy also was our Chief Legal Officer/General Counsel and Corporate Secretary from January 2002 to July 2017. Prior to joining CDW as the Company’s first general counsel, Ms. Leahy was a corporate partner in the Chicago office of Sidley Austin, an international business law firm, where she practiced law from 1991 to 2002. | | | | Other Public Company Directorships: • Target Corporation | Selected Directorships and Positions: • Board of Trustees, Brightpoint (formerly Children’s Home & Aid) • Board of Directors, Northwestern Memorial Hospital • Board of Directors, Junior Achievement of Chicago • Board of Directors, The Economic Club of Chicago • Board of Directors, Corporate Leadership Center | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global • Technology Innovation | • Finance, Accounting & Risk Management • People and Culture • Government and Regulatory |

  21. 2024 Nominees for Election to the Board of Directors

    | SANJAY MEHROTRA | Compensation (Chair) and Nominating and Corporate Governance Committees |

  22. 2024 Nominees for Election to the Board of Directors

    | INDEPENDENT Director since: 2021 Age 65 | Mr. Mehrotra is the President and Chief Executive Officer of Micron Technology, Inc., a producer of memory and storage solutions, a position he has held since May 2017. Prior to joining Micron, Mr. Mehrotra was the President and Chief Executive Officer of SanDisk Corporation, a provider of flash storage solutions, from January 2011 until its May 2016 sale to Western Digital Corp. Mr. Mehrotra co-founded SanDisk in 1988 and held positions of increasing authority prior to his position as President and Chief Executive Officer. Prior to SanDisk, Mr. Mehrotra held design engineering positions at Integrated Device Technology, Inc., SEEQ Technology and Intel Corporation. | | | | Other Public Company Directorships: • Micron Technology, Inc. | Selected Directorships and Positions: • Engineering Advisory Board, University of California, Berkeley | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global • Technology Innovation | • Finance, Accounting & Risk Management • People and Culture • Government and Regulatory |

  23. 2024 Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 30 |

  24. 2024 Nominees for Election to the Board of Directors

    | DAVID W. NELMS | | Nominating and Corporate Governance (Chair) Committee | | LEAD INDEPENDENT DIRECTOR Director since: 2014 Age 63 | Mr. Nelms currently serves as the Lead Independent Director of our Board of Directors, a position he has held since January 2023. Mr. Nelms previously served as the Non-Executive Chair from January 2020 and as our Lead Independent Director from January 2019. He is the retired Chairman and Chief Executive Officer of Discover Financial Services, a direct banking and payment services company. Mr. Nelms was named Chief Executive Officer of Discover in 2004 and was elected Chairman in 2009. He retired in September 2018 and continued as Executive Chairman of Discover until December 2018 and as an advisor until March 2019. Mr. Nelms joined Discover in 1998 as President and Chief Operating Officer. Prior to joining Discover, Mr. Nelms was with MBNA America Bank from 1991 to 1998, most recently as Vice Chairman. From 1990 to 1991, Mr. Nelms was a senior product manager for Progressive Insurance and from 1986 to 1990 he was a management consultant with Bain & Company. | | | | Other Public Company Directorships: • None | Selected Directorships and Positions: • Executive Board, University of Florida Foundation • Board of Directors, Conserving Carolina • Board of Directors, JDRF T1D Fund | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global • Technology Innovation | • Finance, Accounting & Risk Management • People and Culture • Government and Regulatory |

  25. 2024 Nominees for Election to the Board of Directors

    | JOSEPH R. SWEDISH | Compensation and Nominating and Corporate Governance Committees |

  26. 2024 Nominees for Election to the Board of Directors

    | INDEPENDENT Director since: 2015 Age 72 | Mr. Swedish is the retired Chairman, President and Chief Executive Officer of Anthem, Inc., a health benefits provider, now known as Elevance Health, Inc. Mr. Swedish served as President and Chief Executive Officer of Anthem from 2013 to November 2017, became Chairman in 2015 and became Executive Chairman in November 2017. From his retirement in May 2018 to May 2020, Mr. Swedish served as a Senior Advisor to Anthem. Prior to joining Anthem, Mr. Swedish was President and Chief Executive Officer of Trinity Health, an eighteen-state integrated health care delivery system, from 2004 to 2013. From 1993 to 2013, Mr. Swedish held CEO and senior executive leadership positions with Centura Health, Hospital Corporation of America and other healthcare enterprises. Mr. Swedish also is the co-founder and partner of Concord Health Partners, LLC, a private equity firm focused on strategic investing in healthcare portfolio companies. | | | | Other Public Company Directorships: • IBM Corporation (through April 2024) • Chair, Mesoblast Limited Former Public Company Directorships (within the past 5 years): • CHP Merger Corp. | Selected Directorships and Positions: • Board of Directors, Centrexion Therapeutics Corporation • Board of Directors, Integrity Implants, Inc. dba Accelus • Board of Directors, Navitus Health Solutions • Board of Visitors, Duke University’s Fuqua School of Business • Board of Trustees, The Nature Conservancy in Colorado | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Technology Innovation | • Finance, Accounting & Risk Management • People and Culture • Government and Regulatory |

  27. 2024 Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 31 |

  28. 2024 Nominees for Election to the Board of Directors

    | DONNA F. ZARCONE | | Audit and Nominating and Corporate Governance Committees | | INDEPENDENT Director since: 2011 Age 66 | Ms. Zarcone is the retired President and Chief Executive Officer of The Economic Club of Chicago, a civic and business leadership organization, a position she held from February 2012 to July 2020. Ms. Zarcone served as Interim President of The Economic Club of Chicago from October 2011 to February 2012. From January 2007 to February 2012, she served as the President and Chief Executive Officer of D.F. Zarcone & Associates LLC, a strategy advisory firm that she founded. Prior to founding D.F. Zarcone & Associates, Ms. Zarcone was President and Chief Operating Officer of Harley-Davidson Financial Services, Inc., a provider of wholesale and retail financing, credit card and insurance services for dealers and customers of Harley-Davidson. After joining Harley-Davidson Financial Services, Inc. in 1994 as Vice President and Chief Financial Officer, Ms. Zarcone was named President and Chief Operating Officer in 1998 and served in that role until 2006. Prior to joining Harley-Davidson Financial Services, Inc., Ms. Zarcone served as Executive Vice President, Chief Financial Officer and Treasurer of Chrysler Systems Leasing, Inc. from 1982 to 1994 and in various management roles at KPMG/Peat Marwick from 1979 to 1982. Ms. Zarcone is a certified public accountant and holds a Certificate in Cybersecurity Oversight from Carnegie Mellon University. | | | | Other Public Company Directorships: • Cigna Corporation | Selected Directorships and Positions: • Board of Managers, Duchossois Capital Management • Board of Directors, Quinnox Inc. • Advisory Board, The University of Chicago Polsky Center for Entrepreneurship and Innovation • Vice-Chair Elect, National Board, Smithsonian Institution • Directorship Certification, National Association of Corporate Directors | | | Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global | • Technology Innovation • Finance, Accounting & Risk Management • People and Culture |

  29. 2024 Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 32 |

  30. Director Compensation

    Director Compensation

  31. Elements of Director Compensation

    Elements of Director Compensation The elements of our 2023 director compensation program for non-employee directors are set forth below. Christine A. Leahy, our Chair, President and Chief Executive Officer in 2023, did not receive any additional compensation for serving as a director. Please see the “2023 Summary Compensation Table” for the compensation received by Ms. Leahy with respect to 2023. All cash retainers are paid quarterly in arrears and, if applicable, are prorated based upon Board or chair service during the calendar year. Board members may defer cash retainers under the CDW Director Deferred Compensation Plan. Amounts credited to the CDW Director Deferred Compensation Plan will be notionally invested, as elected by the director, in the same investment options as available under the Company’s coworker 401(k) plan. The annual Board and Lead Independent Director restricted stock unit grants vest on the first anniversary of the grant date and entitle the director to receive shares of our common stock upon vesting, subject to deferral in five-year increments. In the year of appointment to the Board, a director receives a prorated portion of the annual restricted stock unit grant value based upon the number of months between appointment and the vesting date of the most recent annual grant to incumbent directors, which prorated award vests on the same vesting date as the most recent annual grant to incumbent directors. The annual Board restricted stock unit grant vests on a prorated basis if a director does not stand for re-election or is not re-nominated for election at an annual meeting during the vesting period. The annual Lead Independent Director restricted stock unit grant vests on a prorated basis if service as Lead Independent Director terminates.

  32. 2023 Director Compensation Table

    2023 Director Compensation Table The table below summarizes the compensation paid by the Company to our non-employee directors for the fiscal year ended December 31, 2023.

  33. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Virginia C. Addicott | 112,500 | 177,538 | 290,038 | | James A. Bell | 132,500 | 177,538 | 310,038 | | Lynda M. Clarizio | 112,500 | 177,538 | 290,038 | | Paul J. Finnegan(3) | 42,960 | 177,538 | 220,498 | | Anthony R. Foxx | 112,500 | 177,538 | 290,038 | | Kelly J. Grier(4) | 47,079 | 118,372 | 165,451 | | Marc E. Jones(4) | 111,563 | 207,025 | 318,588 | | Sanjay Mehrotra(5) | 129,889 | 177,538 | 307,427 | | David W. Nelms | 127,500 | 212,604 | 340,104 | | Joseph R. Swedish(5) | 115,111 | 177,538 | 292,649 | | Donna F. Zarcone | 112,500 | 177,538 | 290,038 |

  34. 2023 Director Compensation Table

    | (1) Stock Awards. The amounts reported represent the grant date fair value of restricted stock units granted in 2023, calculated based on the closing stock price on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”). Mr. Finnegan retired from the Board immediately prior to the 2023 Annual Meeting of Stockholders. The restricted stock units granted to Mr. Finnegan in 2023 vested on a pro rated basis for his service through the date of the 2023 Annual Meeting of Stockholders in accordance with the terms of the underlying award agreement. The amount reported for Ms. Grier represents the prorated portion of her initial annual restricted stock unit grant and the amount reported for Mr. Jones represents the prorated portion of his initial annual restricted stock unit grant as well as his 2023 annual restricted stock unit grant. | | (2) Outstanding Stock Awards. The following table summarizes outstanding stock awards held by each above director on December 31, 2023, including restricted stock units on which settlement has been deferred and restricted stock units acquired through the deemed reinvestment of dividend equivalents: |

  35. 2023 Director Compensation Table

    | Name | Restricted Stock Units Outstanding (#) | | Virginia C. Addicott | 14,563 | | James A. Bell | 17,939 | | Lynda M. Clarizio | 845 | | Paul J. Finnegan | – | | Anthony Foxx | 3,127 | | Kelly J. Grier | 597 | | Marc E. Jones | 992 | | Sanjay Mehrotra | 1,906 | | David W. Nelms | 27,511 | | Joseph R. Swedish | 1,866 | | Donna F. Zarcone | 15,533 |

  36. 2023 Director Compensation Table

    | (3) In 2023, Mr. Finnegan received pro-rated fees for Board service prior to his retirement in May 2023. For 2023, Mr. Finnegan’s cash compensation for Board service was paid to Madison Dearborn Partners, LLC. | | (4) Ms. Grier and Mr. Jones joined the Board effective July 31, 2023 and January 4, 2023, respectively. | | (5) Mr. Mehrotra and Mr. Swedish each served as Compensation Committee Chair for a portion of 2023 and received pro-rated fees for such service. |

  37. 2023 Director Compensation Table

    | | 2024 Proxy Statement | 34 |

  38. Directors and Executive Officers

    Directors and Executive Officers

  39. Directors and Executive Officers

    | Name | Aggregate Number of Shares Beneficially Owned | Percent of Outstanding Shares | Additional Information | | Christine A. Leahy | 536,317 | * | Includes 425,387 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2024. Also includes 17,250 shares indirectly held by a family trust. | | Albert J. Miralles | 42,915 | * | Includes 27,963 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2024 and 3,580 restricted stock units that are currently vested or vesting within 60 days of March 1, 2024. | | Sona Chawla | 135,898 | * | Includes 116,167 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2024. | | Christina M. Corley | 279,817 | * | Includes 207,227 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2024. | | Frederick J. Kulevich | 96,239 | * | Includes 72,392 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2024. | | Virginia C. Addicott | 14,563 | * | Includes 14,563 restricted stock units that are currently vested or vesting within 60 days of March 1, 2024. | | James A. Bell | 21,524 | * | Includes 17,939 restricted stock units that are currently vested or vesting within 60 days of March 1, 2024. | | Lynda M. Clarizio | 12,623 | * | | | Anthony R. Foxx | 3,127 | * | Includes 3,127 restricted stock units that are currently vested or vesting within 60 days of March 1, 2024. | | Kelly J. Grier | 597 | * | | | Marc E. Jones | 992 | * | Includes 992 restricted stock units that are currently vested or vesting within 60 days of March 1, 2024. | | Sanjay Mehrotra | 2,903 | * | Includes 1,061 restricted stock units that are currently vested or vesting within 60 days of March 1, 2024. | | David W. Nelms | 27,511 | * | Includes 27,511 restricted stock units that are currently vested or vesting within 60 days of March 1, 2024. | | Joseph R. Swedish | 15,475 | * | Includes 1,866 restricted stock units that are currently vested or vesting within 60 days of March 1, 2024. | | Donna F. Zarcone | 19,090 | * | Includes 14,688 restricted stock units that are currently vested or vesting within 60 days of March 1, 2024. | | All directors and executive officers as a group (15 persons) | 1,209,592 | 0.9% | Includes 85,326 restricted stock units that are currently vested or vesting within 60 days of March 1, 2024. Also includes 849,136 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2024. |

  40. Directors and Executive Officers

    | * Denotes less than 1.0% |

  41. Directors and Executive Officers

    | | 2024 Proxy Statement | 35 |

  42. Our Named Executive Officers

    | Overview | • 2023 Business Highlights • Long-Term Performance • Our Executive Compensation Program • Our Executive Compensation Practices • 2023 Say-on-Pay Vote | | What We Pay And Why | • 2023 Executive Compensation Decisions • Alignment of Executive Compensation Program with Operational Performance and Stakeholder Interests • Base Salary • Annual Cash Incentive Awards • Long-Term Incentive Program • Other Elements of Our 2023 Executive Compensation Program | | How We Make Executive Compensation Decisions | • Our Executive Compensation Philosophies and Objectives • Role of the Board, Compensation Committee and our Executive Officers • Guidance from Independent Compensation Consultant • Comparison to Relevant Peer Group |

  43. Long-Term Performance

    Long-Term Performance Over the past 5 years, our cumulative total shareholder return has outpaced that of both the S&P 500 Index and our 2023 compensation peer group, as described below in “Comparison to Relevant Peer Group,” and stayed relatively in line with that of the S&P 500 IT Index. We have returned $4.2 billion to shareholders through dividends and share repurchases over that time period. The cumulative total shareholder returns over the indicated period are based on historical data and should not be considered indicative of future shareholder returns. The cumulative total shareholder return chart compares the cumulative total shareholder return, including reinvestment of dividends, on $100 invested in CDW common stock for the period from market close on December 31, 2018 through market close on December 31, 2023, with the cumulative total return for the same time period of the same amount invested in the S&P 500 Index, the S&P 500 IT Index and our 2023 compensation peer group, as described below in “Comparison to Relevant Peer Group.”

  44. Long-Term Performance

    | | 2024 Proxy Statement | 39 |

  45. Our Executive Compensation Program

    | * Represents adjusted free cash flow (“adjusted FCF”) and non-GAAP net income per diluted share (“adjusted EPS”), each calculated for incentive purposes as described below under “Long-Term Incentive Program - 2023 Long-Term Incentive Program Pay for Performance Alignment.” |

  46. Annual Cash Incentive Awards

    Annual Cash Incentive Awards We provide our senior management with an opportunity to earn short-term incentive compensation through our annual cash incentive bonus program, the Senior Management Incentive Plan (“SMIP”). In general, the SMIP opportunity represents a majority of a NEO’s total target cash compensation opportunity.

  47. 2023 SMIP Pay for Performance Alignment

    | | Non-GAAP Operating Income performance goal(2) | | Market share governor(3) | | | Payout opportunity(1) | Non-GAAP Operating Income (in millions) | % attainment of performance goal | Grow (% of target bonus) | Constant/Decline (% of target bonus) | | Maximum | $2,361.2 | 110% | 200% | 180% | | Non-GAAP Operating Income Target | $2,146.5 | 100% | 100% | 90% | | Threshold | $2,050.5 | 96% | 25% | 15% |

  48. 2023 SMIP Pay for Performance Alignment

    | (1) Payouts are determined based on various performance achievement levels for non-GAAP operating income and market share changes. Payouts are determined based on various performance achievement levels, including but not limited to threshold, target and maximum, with payouts for performance between these various performance achievement levels calculated using straight line interpolation. | | (2) Non-GAAP operating income is defined as operating income, adjusted for the items set forth in the Company’s earnings releases, which may include, among other items, charges related to the amortization of acquisition-related intangible assets, equity-based compensation and related payroll taxes, and acquisition and integration expenses. | | (3) Market share changes were measured using IT market growth estimates. |

  49. 2023 SMIP Results and Payouts

    2023 SMIP Results and Payouts Based on the methodology described above, our 2023 non-GAAP operating income measured for SMIP purposes was $2,040.6 million and the Compensation Committee determined that our market share grew. Because the Compensation Committee determined that we did not achieve threshold performance with respect to the non-GAAP operating income performance goal, none of our NEOs received payouts under the 2023 SMIP. The table below sets forth the 2023 SMIP bonus targets and resulting payout levels for each of our NEOs based upon 2023 performance.

  50. 2023 SMIP Results and Payouts

    | Named Executive Officer | SMIP Bonus Target | 2023 SMIP Payout | | Christine A. Leahy | $2,000,000 | $0 | | Albert J. Miralles | $800,000 | $0 | | Sona Chawla | $825,000 | $0 | | Christina M. Corley | $825,000 | $0 | | Frederick J. Kulevich | $550,000 | $0 |

  51. Long-Term Incentive Program

    Long-Term Incentive Program Under our long-term incentive program, the Compensation Committee has the authority to award various forms of long-term incentive grants, including stock options, performance-based awards and RSUs. The Compensation Committee’s objectives for the 2023 long-term incentive awards were to:

  52. Long-Term Incentive Program

    | • | Focus executives on key performance metrics aligned with long-term stockholder value creation and the Company’s long-term strategic plan and capital allocation plan. | | • | Establish a direct link between compensation and the achievement of longer-term financial objectives. | | • | Retain the services of executives through multi-year vesting provisions. |

  53. Long-Term Incentive Program

    For 2023, the annual long-term incentive grant was delivered in the form of PSUs and stock options, with the following key elements to drive Company performance and align with stockholder interests:

  54. Long-Term Incentive Program

    | PSUs | • 50% of target long-term incentive opportunity | | | • 2023-2025 performance period with 0% - 200% payout curve (threshold payout of 25%) | | | • Vest at the end of the performance period based upon attainment of (1) cumulative annual adjusted FCF and (2) cumulative annual adjusted EPS performance goals, each calculated independently as described below and weighted equally | | Stock Options | • 50% of target long-term incentive opportunity | | | • Only have value if CDW stock price increases | | | • Vest in 1/3 annual increments with 10 year maximum term |

  55. Long-Term Incentive Program

    | | 2024 Proxy Statement | 44 |

  56. 2023 Long-Term Incentive Program Pay for Performance Alignment

    2023 Long-Term Incentive Program Pay for Performance Alignment For 2023, 100% of the long-term incentive awards granted to the NEOs consisted of performance-based equity awards. Stock options have value to an award recipient only if our stock price appreciates, while PSUs have value if and only to the extent that the pre-established quantitative performance metrics relating to adjusted FCF and adjusted EPS, as described below and weighted equally, are achieved during the three-year performance period. The Compensation Committee selected adjusted FCF and adjusted EPS as the metrics for the PSUs because it believes successful performance against these measures promotes the creation of long-term stockholder value. In selecting these metrics, the Compensation Committee focused on cash flow and earnings as critical measures of operational success and value creation, but distinguished the PSU metrics from the SMIP metric (non-GAAP operating income). By including interest and taxes in both metrics and working capital in adjusted FCF, the Compensation Committee intends to provide a stronger linkage to longer-term growth in stockholder value. The Compensation Committee established the PSU performance goals to encourage strong, focused performance. Given the economic and market conditions at the time the targets were set, the target payout levels were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. Under the PSU agreements, adjusted EPS and adjusted FCF are generally calculated as follows:

  57. 2023 Long-Term Incentive Program Pay for Performance Alignment

    | (1) The adjusted EPS performance goals and adjusted EPS results under the 2023 PSU awards will be determined on a constant currency basis as the Compensation Committee believed that compensation should not be based on factors outside of the control of program participants. | | (2) Non-GAAP net income is defined as net income, adjusted for the items set forth in the Company’s earnings releases which may include, among other items, amortization of intangibles, non-cash equity-based compensation and associated taxes, losses or gains from the extinguishment of debt and acquisition and integration expenses. | | (3) Adjusted free cash flow is defined as cash flows provided by operating activities less capital expenditures, adjusted to include certain cash flows from financing activities incurred in the normal course of operations or as capital expenditures. | | (4) Other non-recurring and unanticipated events not already adjusted for in non-GAAP net income or adjusted free cash flow. |

  58. Setting Award Levels under 2023 Long-Term Incentive Program

    Setting Award Levels under 2023 Long-Term Incentive Program In determining the 2023 annual long-term incentive award levels for NEOs, the Compensation Committee compared the target total direct compensation of each NEO to the competitive market median and increased 2023 award levels as compared to 2022 award levels based on the factors described above under “2023 Executive Compensation Decisions.” The table below sets forth the target award value, as of the date of grant, of the annual long-term incentive awards received by each NEO under our 2023 long-term incentive program, which was delivered 50% in PSUs and 50% in stock options:

  59. Setting Award Levels under 2023 Long-Term Incentive Program

    | Named Executive Officer | Amount | | Christine A. Leahy | $8,000,000 | | Albert J. Miralles | $2,415,000 | | Sona Chawla | $3,000,000 | | Christina M. Corley | $3,000,000 | | Frederick J. Kulevich | $1,625,000 |

  60. Setting Award Levels under 2023 Long-Term Incentive Program

    | | 2024 Proxy Statement | 45 |

  61. 2021 Long-Term Incentive Program Results and Payouts

    2021 Long-Term Incentive Program Results and Payouts Under the terms of the PSUs granted as part of the 2021 long-term incentive program, 2023 represented the final year of the three-year performance period. The 2021 PSUs vested based on the attainment of cumulative performance goals relating to adjusted FCF and adjusted EPS during the 2021-2023 performance period, with each goal weighted equally in the determination of the vesting level. These performance goals were set in February 2021 based on the Company’s strategic plans at the time. Based on performance, participants were eligible to receive a payout ranging from 0% - 200% of target, with a threshold payout opportunity equal to 25% of target if threshold performance for only one performance goal is achieved and 50% of target if threshold performance for both goals is achieved. The threshold, target and maximum payout opportunities under the 2021 PSU payout curve are set forth below:

  62. 2021 Long-Term Incentive Program Results and Payouts

    | 2021-2023 PERFORMANCE GOALS(1) | | | | | | | | | Adjusted EPS | | | | Adjusted FCF | | | Payout opportunity(2) | Payout (% of target) | | Adjusted EPS | % attainment of performance goal | Adjusted FCF (in millions) | % attainment of performance goal | | Maximum | 200 | | $27.30 | 115.0% | $2,706.6 | 115.0% | | Target | 100 | | $23.74 | 100.0% | $2,353.6(4) | 100.0% | | Threshold | 50 | %(3) | $21.29 | 89.7% | $2,000.5 | 85.0% |

  63. 2021 Long-Term Incentive Program Results and Payouts

    | (1) Under the terms of the 2021 PSU agreements, adjusted EPS and adjusted FCF were each weighted equally and calculated as described above with respect to the 2023 PSU awards. | | (2) Payouts are determined based on various performance achievement levels for adjusted EPS and adjusted FCF. Payouts are determined based on various performance achievement levels, including but not limited to threshold, target and maximum, with payouts for performance between these various performance achievement levels calculated using straight line interpolation. | | (3) Threshold payout for purposes of this table assumes that threshold performance of each goal is achieved. If threshold performance for only one goal is achieved, then the payout, as a percentage of target, would be 25%. | | (4) Under the payout curve, the Compensation Committee established a range of $2,283.0 million to $2,424.2 million (97.0% to 103.0% of target) for the achievement levels that would have resulted in a target payout for the adjusted FCF performance goal. |

  64. 2021 Long-Term Incentive Program Results and Payouts

    For the 2021-2023 performance period, the Company achieved cumulative adjusted EPS and cumulative adjusted FCF of $27.77 and $3,325.2 million, respectively, resulting in the vesting level for the 2021 PSU awards at 200% of target. The table below sets forth the target number of 2021 PSUs and the number of shares earned based on actual performance during the 2021-2023 performance period:

  65. 2021 Long-Term Incentive Program Results and Payouts

    | Named Executive Officer | 2021 Target PSUs (#) | Shares Earned under 2021 PSUs (#)(1) | | Christine A. Leahy | 17,803 | 35,606 | | Albert J. Miralles | 1,739 | 3,478 | | Sona Chawla | 8,740 | 17,480 | | Christina M. Corley | 8,740 | 17,480 | | Frederick J. Kulevich | 3,318 | 6,636 |

  66. 2021 Long-Term Incentive Program Results and Payouts

    | (1) Pursuant to the terms of the award agreements, participants are eligible to receive dividend equivalents with respect to dividends paid prior to the settlement of the award. The earned shares reported in this table do not include additional shares acquired through the deemed reinvestment of dividend equivalents prior to settlement of the award. The earned shares, including shares acquired through the deemed reinvestment of dividends through December 31, 2023, are reported in the 2023 Option Exercises and Stock Vested Table. PSU award recipients receive fractional shares upon settlement; however, for purposes of this table, share numbers have been rounded to the nearest whole share. |

  67. Severance Arrangements

    Severance Arrangements During 2023, each of the NEOs were subject to a Compensation Protection Agreement that provided for severance benefits upon certain qualifying terminations of employment with the Company. The Compensation Committee believes that these

  68. Severance Arrangements

    | | 2024 Proxy Statement | 46 |

  69. Severance Arrangements

    severance benefits: (1) help secure the continued employment and dedication of our NEOs; (2) enhance the Company’s value to a potential acquirer because our NEOs have noncompetition, nonsolicitation and confidentiality provisions that apply after any termination of employment, including after a change in control of the Company; and (3) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management. Consistent with market practices, the Compensation Protection Agreements do not include change in control-related tax gross-ups and are for a three-year fixed term (which is scheduled to expire on January 1, 2026), with certain term extensions in the event of a “potential change in control” or “change in control” during the term. Additional information regarding the employment arrangements with each of our NEOs, including, with respect to each of our NEOs, a quantification of benefits that would have been received by each such NEO had his or her employment terminated on December 31, 2023, is provided under “2023 Potential Payments upon Termination or Change in Control.”

  70. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Company maintains the CDW LLC Nonqualified Deferred Compensation Plan (the “NQDC Plan”), which allows coworkers who meet the plan eligibility requirements, including the NEOs, to elect to defer the receipt of a portion of their base salaries and bonuses. The NQDC Plan permits the crediting by the employer of additional amounts to the deferral accounts of participants, although no such additional contributions were made for 2023. The Compensation Committee believes that the NQDC Plan supports the Company’s compensation objectives of attracting and retaining talent. Consistent with our performance-based culture, we do not offer a service-based defined benefit pension plan to our coworkers. Additional information regarding the NQDC Plan is provided under “2023 Nonqualified Deferred Compensation.”

  71. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant Frederic W. Cook & Co., Inc. (the “Compensation Consultant”) provides executive compensation consulting services to the Compensation Committee. The Compensation Consultant provides services related to the competitive review of our executive compensation pay levels and programs; the structure of our incentive plans, including the pay mix, performance metrics, performance targets and ranges, and other related design provisions; the structure of other compensation policies, such as our severance and change-in-control plans, clawback provisions, and stock ownership policies; and compensation design and levels for nonemployee members of our Board. Additionally, the Compensation Consultant provides updates on executive compensation trends and regulatory developments and assists in preparing compensation-related public filings. The Compensation Consultant is retained by and reports to the Compensation Committee and, at the request of the Compensation Committee, participates in committee meetings. Other than services provided to the Compensation Committee, the Compensation Consultant did not provide any services to the Company with respect to 2023. The Compensation Committee reviewed the independence of the Compensation Consultant under Nasdaq and SEC rules and concluded that the work of the Compensation Consultant has not raised any conflict of interest.

  72. Guidance from Independent Compensation Consultant

    | | 2024 Proxy Statement | 48 |

  73. Comparison to Relevant Peer Group

    Comparison to Relevant Peer Group To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee reviews market data for peer group companies as well as a general industry surveys. In selecting companies for our peer group, the Compensation Committee considers all publicly traded companies in the US or Canada classified in a broad range of industries that meet one or more of the following peer group selection criteria established by the Compensation Committee:

  74. Comparison to Relevant Peer Group

    | Similar size in terms of revenue and/or market capitalization Operates in a business-to-business distribution environment Member of the technology industry Similar customers (i.e., business, government, healthcare, and education) Services and/or solutions provider | Similar margins Comparable percentage of international sales The Company is frequently identified as a peer by the other peer companies or the leading proxy advisory firms Identified by the Company as a competitor |

  75. Comparison to Relevant Peer Group

    During 2023, the Compensation Committee utilized the peer group set forth below, which was the same peer group that was utilized for evaluating 2022 compensation decisions. Based on data compiled by the Compensation Consultant at the time the peer group was approved, our revenues were between the median and 75th percentile of our peer group, and our market capitalization was between the 75th and 100th percentile of our peer group. This peer group was used for evaluating 2023 compensation decisions with respect to the NEOs. * Synnex Corporation at time of approval of peer group The Compensation Consultant provides competitive data utilizing peer group proxy data and the Company also receives revenue size-adjusted survey data from Aon Radford, FW Cook, and WTW. In reviewing the size-adjusted compensation survey data from Aon Radford, FW Cook, and WTW. The Compensation Committee does not review data from the specific companies included in the surveys. For Ms. Leahy, the peer group was the primary market data source for evaluating 2023 base salary, annual cash incentive award opportunity and long-term incentive opportunity, given the availability of chief executive officer compensation data in public filings, with the compensation survey data providing a supplemental viewpoint. For our other NEOs, the Compensation Committee reviewed both peer group data and compensation survey data when evaluating the 2023 base salary, annual cash incentive award opportunities and long-term incentive opportunities. For purposes of this CD&A, the peer group data and compensation survey data are collectively referred to as “market data.”

  76. Comparison to Relevant Peer Group

    | | 2024 Proxy Statement | 49 |

  77. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding the compensation earned by our NEOs for fiscal years ended December 31, 2023 and 2022 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal year ended December 31, 2021.

  78. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Christine A. Leahy Chair, President and Chief Executive Officer | 2023 | 1,000,000 | — | 4,000,020 | 3,999,979 | — | 20,377 | 9,020,376 | | | 2022 | 985,288 | — | 3,500,002 | 3,536,819 | 2,900,000 | 193,713 | 11,115,822 | | | 2021 | 925,000 | — | 2,750,029 | 2,823,088 | 2,430,900 | 14,886 | 8,943,903 | | Albert J. Miralles Senior Vice President and Chief Financial Officer | 2023 | 650,000 | — | 1,207,469 | 1,207,494 | — | 15,817 | 3,080,780 | | | 2022 | 650,000 | — | 1,099,917 | 1,111,551 | 1,160,000 | 13,094 | 4,034,562 | | | 2021 | 185,000 | 300,000 | 3,249,987 | 359,179 | 1,401,600 | 4,295 | 5,500,061 | | Sona Chawla Chief Growth and Innovation Officer | 2023 | 675,000 | — | 1,500,034 | 1,499,984 | — | 13,808 | 3,688,826 | | | 2022 | 645,577 | — | 1,425,045 | 1,439,969 | 1,196,250 | 17,114 | 4,723,955 | | | 2021 | 525,000 | — | 1,350,068 | 1,385,861 | 1,270,200 | 251,128 | 4,782,257 | | Christina M. Corley Chief Commercial and Operating Officer | 2023 | 675,000 | — | 1,500,034 | 1,499,984 | — | 15,878 | 3,690,896 | | | 2022 | 645,577 | — | 1,425,045 | 1,439,969 | 1,196,250 | 21,020 | 4,727,861 | | | 2021 | 525,000 | — | 1,350,068 | 1,385,861 | 1,270,200 | 14,584 | 4,545,713 | | Frederick J. Kulevich Senior Vice President, General Counsel & Corporate Secretary and Interim Chief People Officer | 2023 | 500,000 | — | 812,421 | 812,529 | — | 16,398 | 2,141,348 | | | 2022 | 485,288 | — | 774,961 | 783,132 | 797,500 | 19,600 | 2,860,481 |

  79. 2023 Summary Compensation Table

    | (1) Bonus. The amount reported in this column for Mr. Miralles represents a cash sign-on bonus, which was subject to repayment in the event that Mr. Miralles voluntarily resigned from the Company or if the Company terminated his employment for cause within one year of his start date. | | (2) Stock awards. The amounts reported in this column represent the grant date fair value of PSUs and RSUs granted in the applicable year, calculated in accordance with ASC 718. The amounts included in 2023 for the PSU awards are calculated based on the closing stock price and the probable satisfaction of the performance conditions for such awards as of the date of grant. Assuming the highest level of performance is achieved for the 2023 PSU awards, the maximum value of these awards at the grant date would be as follows: Ms. Leahy-$8,000,040; Mr. Miralles-$2,414,938; Ms. Chawla-$3,000,068; Ms. Corley-$3,000,068; and Mr. Kulevich-$1,624,842. | | (3) Option awards. The amounts reported in this column represent the grant date fair value of stock option awards granted in the applicable year, calculated in accordance with ASC 718. See Note 13 to the Audited Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2023 (the “Audited Financial Statements”) for a discussion of the relevant assumptions used in calculating these amounts. | | (4) Non-equity incentive plan compensation. As disclosed in the CD&A, the NEOs did not receive a payout under the 2023 SMIP. Please see the CD&A for further information regarding the 2023 SMIP. | | (5) All other compensation. “All Other Compensation” for 2023 consists of (i) Company-paid supplemental disability premiums, (ii) the costs associated with an executive physical, which for healthcare privacy reasons each NEO has been attributed a cost of $4,295 regardless of whether such benefit was used, (iii) matching and profit sharing contributions to 401(k) accounts; (iv) for Ms. Leahy, reimbursements for certain personal travel; and (v) for Mss. Leahy and Corley, a gift received at a sales event by all event attendees. |

  80. 2023 Summary Compensation Table

    | | 2024 Proxy Statement | 51 |

  81. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information regarding the possible payouts to our NEOs in 2023 under the SMIP and the equity awards received by our NEOs in 2023 under the CDW Corporation 2021 Long-Term Incentive Plan (“2021 LTIP”).

  82. 2023 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number | All Other Option Awards: Number of | Exercise or Base | Grant Date Fair Value of | | Name | Grant date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | of Shares of Stock or Units (#) | Securities Underlying Options (#)(3) | Price of Option Awards ($) | Stock and Option Awards ($)(4) | | Christine A. Leahy | — | 300,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | — | — | | | 2/15/2023 | — | — | — | 4,704 | 18,813 | 37,626 | — | — | — | 4,000,020 | | | 2/15/2023 | — | — | — | — | — | — | — | 61,595 | 212.62 | 3,999,979 | | Albert J. Miralles | — | 120,000 | 800,000 | 1,600,000 | — | — | — | — | — | — | — | | | 2/15/2023 | — | — | — | 1,420 | 5,679 | 11,358 | — | — | — | 1,207,469 | | | 2/15/2023 | — | — | — | — | — | — | — | 18,594 | 212.62 | 1,207,494 | | Sona Chawla | — | 123,750 | 825,000 | 1,650,000 | — | — | — | — | — | — | — | | | 2/15/2023 | — | — | — | 1,764 | 7,055 | 14,110 | — | — | — | 1,500,034 | | | 2/15/2023 | — | — | — | — | — | — | — | 23,098 | 212.62 | 1,499,984 | | Christina M. Corley | — | 123,750 | 825,000 | 1,650,000 | — | — | — | — | — | — | — | | | 2/15/2023 | — | — | — | 1,764 | 7,055 | 14,110 | — | — | — | 1,500,034 | | | 2/15/2023 | — | — | — | — | — | — | — | 23,098 | 212.62 | 1,499,984 | | Frederick J. Kulevich | — | 82,500 | 550,000 | 1,100,000 | — | — | — | — | — | — | — | | | 2/15/2023 | — | — | — | 956 | 3,821 | 7,642 | — | — | — | 812,421 | | | 2/15/2023 | — | — | — | — | — | — | — | 12,512 | 212.62 | 812,529 |

  83. 2023 Grants of Plan-Based Awards Table

    | (1) These amounts represent threshold, target and maximum cash award levels set in 2023 under the SMIP. As noted in the CD&A, none of the NEOs received a payout under the 2023 SMIP. | | (2) These amounts represent the threshold, target and maximum PSUs granted under the 2021 LTIP. Because the performance goals are measured independently, the threshold PSUs reported in this table reflect payout for threshold performance with respect to only one of the performance goals. PSU award recipients receive fractional shares upon settlement; however, for purposes of this table, share numbers have been rounded to the nearest whole share. For actively employed executives, these PSUs are scheduled to vest on December 31, 2025, subject to the achievement of the threshold performance goals relating to adjusted FCF and adjusted EPS over the 2023-2025 performance period. The number of units subject to a PSU award increases as a result of the deemed reinvestment of dividend equivalents prior to settlement of the award and such additional units are subject to the same vesting conditions as the underlying PSUs. Please see the CD&A for further information regarding this award. | | (3) These amounts represent stock options granted under the 2021 LTIP. These options are scheduled to vest in one-third increments on each of the first through third year anniversaries of the date of grant. | | (4) The amounts reported represent the grant date fair value associated with the grant of these PSUs and stock option awards, as computed in accordance with ASC 718. In the case of the PSUs, the grant date fair value is calculated based on the closing stock price on the date of grant and the probable satisfaction of the performance conditions for such awards as of the date of grant. See Note 13 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. |

  84. 2023 Grants of Plan-Based Awards Table

    | | 2024 Proxy Statement | 52 |

  85. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes outstanding option awards and unvested stock awards held by each NEO on December 31, 2023.

  86. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(7) | 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 ($)(7) | | Christine Leahy | 40,917 | — | 58.90 | 2/28/2027 | — | — | — | — | | | 41,230 | — | 73.49 | 2/27/2028 | — | — | — | — | | | 91,739 | — | 95.57 | 2/25/2029 | — | — | — | — | | | 106,247 | — | 98.21 | 3/9/2030 | — | — | — | — | | | 46,643 | 23,322(1) | 154.47 | 3/9/2031 | — | — | — | — | | | 27,379 | 54,758(2) | 171.30 | 2/24/2032 | — | — | 20,929(8) | 4,757,580 | | | — | 61,595(3) | 212.62 | 2/15/2033 | — | — | 19,042(9) | 4,328,627 | | Albert J. Miralles | 4,556 | 2,279(4) | 201.25 | 9/7/2031 | 3,580(6) | 813,806 | — | — | | | 8,604 | 17,210(2) | 171.30 | 2/24/2032 | — | — | 6,577(8) | 1,495,084 | | | — | 18,594(3) | 212.62 | 2/15/2033 | — | — | 5,748(9) | 1,306,635 | | Sona Chawla | 51,828 | — | 98.21 | 3/9/2030 | — | — | — | — | | | 22,897 | 11,449(1) | 154.47 | 3/9/2031 | — | — | — | — | | | 11,147 | 22,294(2) | 171.30 | 2/24/2032 | — | — | 8,522(8) | 1,937,221 | | | — | 23,098(3) | 212.62 | 2/15/2033 | — | — | 7,141(9) | 1,623,292 | | Christina M. Corley | 30,923 | — | 73.49 | 2/27/2028 | — | — | — | — | | | 47,180 | — | 95.57 | 2/25/2029 | — | — | — | — | | | 64,785 | — | 98.21 | 3/9/2030 | — | — | — | — | | | 22,897 | 11,449(1) | 154.47 | 3/9/2031 | — | — | — | — | | | 11,147 | 22,294(2) | 171.30 | 2/24/2032 | — | — | 8,522(8) | 1,937,221 | | | — | 23,098(3) | 212.62 | 2/15/2033 | — | — | 7,141(9) | 1,623,292 | | Frederick J. Kulevich | 13,743 | — | 73.49 | 2/27/2028 | — | — | — | — | | | 14,416 | — | 95.57 | 2/25/2029 | — | — | — | — | | | 14,900 | — | 98.21 | 3/9/2030 | — | — | — | — | | | 8,692 | 4,347(1) | 154.47 | 3/9/2031 | — | — | — | — | | | 6,062 | 12,125(2) | 171.30 | 2/24/2032 | — | — | 4,634(8) | 1,053,400 | | | — | 12,512(3) | 212.62 | 2/15/2033 | — | — | 3,868(9) | 879,274 |

  87. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) These stock options were awarded on March 9, 2021, and vest in one-third increments on each of the first through third year anniversaries of the date of grant. | | (2) These stock options were awarded on February 24, 2022, and vest in one-third increments on each of the first through third year anniversaries of the date of grant. | | (3) These stock options were awarded on February 15, 2023 and vest in one-third increments on each of the first through third year anniversaries of the date of grant. | | (4) These stock options were awarded on September 7, 2021, and vest in one-third increments on each of the first through third year anniversaries of the date of grant. | | (5) RSU and PSU award recipients receive fractional shares upon settlement; however, for purposes of this table, share numbers have been rounded to the nearest whole share. | | (6) These RSUs were awarded on September 7, 2021, and vested on March 15, 2024. The amount reported includes RSUs acquired through the deemed reinvestment of dividend equivalents. | | (7) The market value of shares or units of stock that have not vested reflects a stock price of $227.32, our closing stock price on December 29, 2023. | | (8) These PSUs were awarded on February 24, 2022 and vest on December 31, 2024, subject to the achievement of the threshold performance goals relating to adjusted FCF and adjusted EPS over the 2022-2024 performance period. The amounts reported in this column are based on target achievement of the applicable performance goals and include PSUs acquired through the deemed reinvestment of dividend equivalents. | | (9) These PSUs were awarded on February 15, 2023 and vest on December 31, 2025, subject to the achievement of the threshold performance goals relating to adjusted FCF and adjusted EPS over the 2023-2025 performance period. The amounts reported in this column are based on target achievement of the applicable performance goals and include PSUs acquired through the deemed reinvestment of dividend equivalents. |

  88. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | 2024 Proxy Statement | 53 |

  89. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table provides information concerning the exercise of stock options and vesting of stock awards during 2023 for each of the NEOs.

  90. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Christine A. Leahy | 51,437 | 9,220,097 | 36,822 | 8,370,313 | | Albert J. Miralles | — | — | 11,686 | 2,343,058 | | Sona Chawla | — | — | 19,345 | 4,361,303 | | Christina M. Corley | 83,099 | 14,256,620 | 18,077 | 4,109,227 | | Frederick J. Kulevich | — | — | 6,863 | 1,559,997 |

  91. 2023 Option Exercises and Stock Vested Table

    | (1) In the case of each of the NEOs, the shares reported in this column represent shares acquired upon the vesting of PSU awards granted in 2021 and which vested on December 31, 2023 based on the achievement of performance goals relating to adjusted FCF and adjusted EPS over the 2021-2023 performance period, including shares acquired through the deemed reinvestment of dividend equivalents. In addition, the shares reported in this column with respect to Ms. Chawla include shares acquired upon the vesting of RSUs granted on January 21, 2020 and which vested on January 21, 2023, including shares acquired through the deemed reinvestment of dividend equivalents. In addition, the shares reported in this column with respect to Mr. Miralles represent shares acquired upon the vesting of RSUs granted on September 7, 2021 and which vested on March 15, 2023, including shares acquired through the deemed reinvestment of dividend equivalents. PSU and RSU award recipients receive fractional shares upon settlement; however, for purposes of this table, share numbers have been rounded to the nearest whole share. | | (2) The market value for the PSU and RSU awards that vested during 2023 is based upon the closing stock price on the applicable date. |

  92. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table Pursuant to the NQDC Plan, certain executives, including each of the NEOs, may defer base salary and amounts payable under the SMIP. Executives may elect to defer up to 50% of their base salary and up to 90% of their SMIP payout. Under the terms of the NQDC Plan, company matching or employer contributions may be credited to the plan, although no such matching or employer contributions were made for 2023. Any matching or employer contributions are subject to vesting in 20% increments over five years. Participants may elect to have amounts paid upon a termination of employment or specified date, with the payout period ranging from five to 15 years, subject to earlier payout upon death or disability. Amounts credited to the NQDC Plan are notionally invested, as elected by the participant, in the same investment options as available under the Company’s 401(k) plan. 2023 Nonqualified Deferred Compensation Table The following table provides information concerning participation in the NQDC Plan during 2023.

  93. 2023 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($)(1) | | Christine A. Leahy | — | — | 200,292 | — | 976,537 | | Albert J. Miralles | — | — | 24,153 | — | 256,153 | | Sona Chawla | — | — | — | — | — | | Christina M. Corley | — | — | — | — | — | | Frederick J. Kulevich | — | — | — | — | — |

  94. 2023 Nonqualified Deferred Compensation Table

    | (1) Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for 2022 and 2021: Ms. Leahy, 2021 - $887,035; and Mr. Miralles, 2022 - $232,000. |

  95. 2023 Nonqualified Deferred Compensation Table

    | | 2024 Proxy Statement | 54 |

  96. 2023 Potential Payments Upon Termination or Change in Control

    2023 Potential Payments Upon Termination or Change in Control During 2023, the NEOs were each subject to a Compensation Protection Agreement that provided for certain severance benefits upon a qualifying termination of employment. These severance arrangements have a three-year fixed term (which is scheduled to expire on January 1, 2026), with certain term extensions in the event of a “potential change in control” or “change in control” during the term. Each NEO is also a participant in the Company’s equity award program, which provides for accelerated vesting of outstanding equity awards upon certain termination events or a sale of the Company. A description of the material terms of each of the employment and service arrangements that were in effect on December 31, 2023 and the equity award program as well as estimates of the payments and benefits each NEO would receive upon a termination of employment or sale of the Company, are set forth below. The estimates have been calculated assuming a termination date on December 31, 2023 and the closing price of a share of our common stock on December 29, 2023. The amounts reported below are only estimates and actual payments and benefits to be paid upon a termination of a NEO’s employment with the Company or sale of the Company under these arrangements can only be determined at the time of termination or sale of the Company.

  97. Outstanding Equity Awards

    Outstanding Equity Awards Under the terms of the 2023, 2022 and 2021 option awards, the options will become 100% vested upon (i) a termination of employment due to death or disability, (ii) a termination of employment by the Company without cause or by the NEO for good reason within two years following a change in control or (iii) a change in control pursuant to which the option awards are not effectively assumed or continued in such transaction. In addition, in the event of the NEO’s retirement after the six month anniversary of the date of grant, the options will continue to vest in accordance with the vesting schedule set forth in the award agreement so long as the NEO continues to comply with restrictive covenants relating to noncompetition, nonsolicitation and confidentiality through the vesting period. With respect to the outstanding PSU awards, upon a termination of employment due to death or disability, the PSUs will become fully vested, with the performance goals deemed satisfied at target levels (in the event of a death or termination for disability occurring prior to the 24-month anniversary of the first day of the performance period) or based on the projected level of performance through the end of the performance period (in the event of a death or termination for disability occurring on or after the 24-month anniversary of the first day of the performance period). Upon a termination of employment due to retirement after the six month anniversary of the date of grant, the NEO will be entitled to a prorated award based on actual performance through the end of the performance period, subject to the NEO’s continued compliance with restrictive covenants relating to noncompetition, nonsolicitation and confidentiality. In the event of a change in control prior to the 24-month anniversary of the first day of the performance period, the performance goals will be deemed to have been satisfied at target performance. If, however, the change in control occurs on or after the 24-month anniversary of the first day of the performance period, the performance goals will be determined by the Compensation Committee based on the projected level of performance through the end of the performance period. In the event of a change in control in which the awards are not effectively assumed, the awards will be settled within 70 days of such change in control. For awards effectively assumed in a change in control, the settlement of the awards will be accelerated if the NEO’s employment is terminated without cause or due to good reason within 24 months following the change in control. With respect to Mr. Miralles’ outstanding RSU award, the RSUs will become 100% vested upon (i) a termination of employment due to death or disability, (ii) a termination of employment by the Company without cause or by Mr. Miralles for good reason within two years following a change in control or (iii) a change in control pursuant to which the RSUs are not effectively assumed or continued in such transaction. For purposes of the Company’s equity plans, a change in control generally occurs upon (1) an unapproved change in the majority composition of the Board during a 24-month period, (2) certain acquisitions of 35% or more of the Company’s outstanding voting securities, or (3) certain corporate transactions, including certain mergers, dissolutions, liquidations or the sale of substantially all of the Company’s assets. With respect to each equity award under the Company’s equity plans, retirement means the NEO’s termination of employment after the six month anniversary of the date of grant of the applicable equity award and at a time when (1) the NEO has attained age 55 and (2) the sum of the NEO’s age and years of employment with or service to the Company or its subsidiaries equals or exceeds 65.

  98. Outstanding Equity Awards

    | | 2024 Proxy Statement | 56 |

  99. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control(1)

    Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control(1)

  100. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control(1)

    | Name | Severance Payment ($)(2) | Value of Accelerated Equity Awards ($) | Welfare Benefits ($)(3) | Outplacement ($)(4) | Aggregate Payments ($) | | Christine A. Leahy | 2,000,000 | — | 37,616 | 30,000 | 2,067,616 | | Albert J. Miralles | 1,300,000 | — | 51,515 | 30,000 | 1,381,515 | | Sona Chawla | 1,350,000 | — | 42,188 | 30,000 | 1,422,188 | | Christina M. Corley | 1,350,000 | — | 47,232 | 30,000 | 1,427,232 | | Frederick J. Kulevich | 1,000,000 | — | 47,368 | 30,000 | 1,077,368 |

  101. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control(1)

    | (1) A qualifying termination means termination of the NEO’s employment (1) by the Company other than (A) for “cause,” (B) the NEO’s death or (C) the NEO’s disability, or (2) by the NEO for good reason. | | (2) Amounts reported in this column represent two times the sum of (i) the NEO’s base salary and (ii) the NEO’s annual incentive bonus target for 2023 multiplied by the 2023 SMIP payout percentage. Under the Compensation Protection Agreements, the NEOs are also entitled to a pro rata bonus based on the Company’s actual performance for the year in which termination occurs. Because the SMIP bonus is considered earned as of December 31, 2023, amounts related to the pro rata bonus have been excluded from this table and are reported in the 2023 Summary Compensation Table as 2023 compensation. | | (3) Represents the estimated value of continued welfare benefits that all NEOs would be entitled to receive upon a qualifying termination of employment. | | (4) Represents the maximum value of outplacement services that all NEOs would be entitled to receive upon a qualifying termination of employment. |

  102. Potential Payments Upon Death or Disability Table

    Potential Payments Upon Death or Disability Table

  103. Potential Payments Upon Death or Disability Table

    | Name | Severance Payment ($)(1) | Value of Accelerated Equity Awards ($)(2) | Aggregate Payments ($) | | Christine A. Leahy | — | 14,758,373 | 14,758,373 | | Albert J. Miralles | — | 4,912,511 | 4,912,511 | | Sona Chawla | — | 5,982,914 | 5,982,914 | | Christina M. Corley | — | 5,982,914 | 5,982,914 | | Frederick J. Kulevich | — | 3,112,459 | 3,112,459 |

  104. Potential Payments Upon Death or Disability Table

    | (1) The NEOs are entitled to a pro rata bonus based on target for the year in which termination occurs upon death or a termination due to disability. Because the SMIP bonus is considered earned as of December 31, 2023, amounts related to the pro rata bonus have been excluded from this table and are reported in the 2023 Summary Compensation Table as 2023 compensation. | | (2) Represents the value of the accelerated vesting of the 2023, 2022 and 2021 stock option awards, the 2021 RSUs granted to Mr. Miralles and the 2023 and 2022 PSUs, assuming target achievement of the applicable performance goals upon death or a termination due to disability. The value of the accelerated vesting of the equity awards reported in this table is based upon our closing stock price of $227.32 on December 29, 2023. Excluded from this column are the 2021 PSUs that vested based upon Company performance and continued service of the NEO through December 31, 2023 and which are reflected in the 2023 Option Exercises and Stock Vested Table. |

  105. Potential Payments Upon Retirement Table(1)

    Potential Payments Upon Retirement Table(1)

  106. Potential Payments Upon Retirement Table(1)

    | Name | Severance Payment ($)(2) | Value of Accelerated Equity Awards ($)(3) | Aggregate Payments ($) | | Christine A. Leahy | — | 10,286,681 | 10,286,681 | | Albert J. Miralles | — | — | — | | Sona Chawla | — | — | — | | Christina M. Corley | — | 4,255,015 | 4,255,015 | | Frederick J. Kulevich | — | 2,175,196 | 2,175,196 |

  107. Potential Payments Upon Retirement Table(1)

    | (1) As noted above, the terms of our outstanding equity awards include retirement vesting provisions and, as of December 31, 2023, Mss. Leahy and Corley and Mr. Kulevich were eligible for retirement vesting under such equity awards. | | (2) The NEOs may receive, at the Compensation Committee’s discretion, a pro rata bonus for the year of retirement. Because the SMIP bonus is considered earned as of December 31, 2023, amounts related to the pro rata bonus have been excluded from this table and are reported in the 2023 Summary Compensation Table as 2023 compensation. | | (3) Represents the value of the continued vesting of the 2023, 2022 and 2021 stock option awards and the pro rata vesting of the 2023 and 2022 PSUs, assuming target achievement of the applicable performance goals upon retirement and continued compliance with noncompetition, nonsolicitation and confidentiality restrictive covenants during the vesting period. The value of the vesting of the equity awards reported in this table is based upon our closing stock price of $227.32 on December 29, 2023. Excluded from this column are the 2021 PSUs that vested based upon Company performance and continued service of the NEO through December 31, 2023 and which are reflected in the 2023 Option Exercises and Stock Vested Table. |

  108. Potential Payments Upon Retirement Table(1)

    | | 2024 Proxy Statement | 57 |

  109. Potential Payments Upon a Qualifying Termination of Employment Following a Change in Control(1)

    Potential Payments Upon a Qualifying Termination of Employment Following a Change in Control(1)

  110. Potential Payments Upon a Qualifying Termination of Employment Following a Change in Control(1)

    | Name | Severance Payment ($)(2) | Value of Accelerated Equity Awards ($)(3) | Welfare Benefits ($)(4) | Outplacement ($)(5) | Aggregate Payments ($) | | Christine A. Leahy | 6,432,683 | 14,758,373 | 37,616 | 30,000 | 21,258,672 | | Albert J. Miralles | 3,861,600 | 4,912,511 | 51,515 | 30,000 | 8,855,626 | | Sona Chawla | 3,453,467 | 5,982,914 | 42,188 | 30,000 | 9,508,569 | | Christina M. Corley | 3,453,467 | 5,982,914 | 47,232 | 30,000 | 9,513,613 | | Frederick J. Kulevich | 2,297,233 | 3,112,459 | 47,368 | 30,000 | 5,487,060 |

  111. Potential Payments Upon a Qualifying Termination of Employment Following a Change in Control(1)

    | (1) A qualifying termination means termination of the NEO’s employment following a change in control (1) by the Company other than (A) for “cause,” (B) the NEO’s death or (C) the NEO’s disability, or (2) by the NEO for good reason. Under the terms of the Compensation Protection Agreements, if the payments and benefits to a NEO under his or her respective Compensation Protection Agreement or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, if such reduction would result in the NEO receiving a higher net after-tax amount. The amounts reflected in this table do not reflect the application of any reduction in compensation or benefits pursuant to the terms of the Compensation Protection Agreements. | | (2) Amounts reported in this column represent two times the sum of (i) the NEO’s base salary and (ii) the NEO’s average SMIP bonus for each of the three fiscal years ending prior to the change in control (or such shorter period of time if the NEO has been employed by the Company for less than three full calendar years or target opportunity if the NEO has been employed for less than one year). Under the Compensation Protection Agreements, the NEOs are also entitled to a pro rata bonus based on the Company’s actual performance for the year in which termination occurs. Because the SMIP bonus is considered earned as of December 31, 2023, amounts related to the pro rata bonus have been excluded from this table and are reported in the 2023 Summary Compensation Table as 2023 compensation. | | (3) Represents the value of equity awards that would become vested upon a qualifying termination of employment within two years following a change in control or upon a change in control in which the outstanding awards are not effectively assumed, assuming target achievement of the applicable performance goals. The value of the accelerated vesting of the equity awards reported in this table is based upon our closing stock price of $227.32 on December 29, 2023. | | (4) Represents the estimated value of continued welfare benefits that all NEOs would be entitled to receive upon a qualifying termination of employment. | | (5) Represents the maximum value of outplacement services that all NEOs would be entitled to receive upon a qualifying termination of employment. |

  112. Potential Payments Upon a Qualifying Termination of Employment Following a Change in Control(1)

    | | 2024 Proxy Statement | 58 |

  113. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our coworkers to the annual total compensation of Ms. Leahy, our Chair, President and Chief Executive Officer. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Given the leverage of our executive compensation program towards performance-based elements, we expect that our pay ratio disclosure will fluctuate year-to-year based on the Company’s performance against the pre-established performance goals.

  114. Pay Versus Performance

    Pay Versus Performance Provided below is the Company’s “Pay Versus Performance” disclosure as required pursuant to Item 402(v) of Regulation S-K under the Exchange Act. As required by Item 402(v), we have included:

  115. Pay Versus Performance

    | • | A list of the most important measures that our Compensation Committee used in 2023 to link pay calculated in accordance with Item 402(v) (referred to as “Compensation Actually Paid” or “CAP”) to Company performance; | | • | A table that discloses the total compensation of our NEOs as presented in the Summary Compensation Table (“SCT”), CAP for our NEOs and specified performance measures for the 2020 to 2023 period; and | | • | Graphs and narratives that describe: |

  116. Pay Versus Performance

    | — | the relationship between our cumulative total shareholder return (“TSR”) and the TSR of the S&P 500 IT Index (“Peer Group TSR”); and | | — | the relationship between CAP and our TSR; | | — | the relationship between CAP and adjusted EPS, which is our Company Selected Measure (“CSM”); and | | — | the relationship between CAP and Net Income. |

  117. Pay Versus Performance

    This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, the Compensation Committee does not use CAP as a basis for making compensation decisions. Please refer to the CD&A section of this proxy statement for a discussion of our executive compensation program objectives and the ways in which we design our program to align executive compensation with Company performance.

  118. Pay Versus Performance

    | | 2024 Proxy Statement | 59 |

  119. Pay Versus Performance Table

    Pay Versus Performance Table

  120. Pay Versus Performance Table

    | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On:(4) | | | | | Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Compensation Table Total for Non-PEO Named Executive Officers ($)(2) | Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income ($) (In Millions) | Adjusted EPS ($)(6) | | 2023 | 9,020,376 | 15,920,805 | 3,150,463 | 5,475,996 | 166.67 | 210.85 | 1,104.3 | 9.88 | | 2022 | 11,115,822 | 8,268,497 | 4,086,715 | 3,268,287 | 129.37 | 134.82 | 1,114.5 | 9.86 | | 2021 | 8,943,903 | 31,050,119 | 4,110,659 | 10,625,364 | 146.60 | 189.64 | 988.6 | 7.96 | | 2020 | 6,342,674 | 7,997,553 | 2,621,777 | 3,090,886 | 93.45 | 142.21 | 788.5 | 6.59 |

  121. Pay Versus Performance Table

    | (1) Ms. Leahy has served as the Principal Executive Officer (“PEO”) for the entirety of 2023, 2022, 2021 and 2020 and our other NEOs for the applicable years were as follows: |

  122. Pay Versus Performance Table

    | • | 2022 and 2023: Albert J. Miralles; Sona Chawla; Christina M. Corley; and Frederick J. Kulevich. | | • | 2021: Albert J. Miralles; Sona Chawla; Christina M. Corley; Elizabeth H. Connelly; and Collin B. Kebo. | | • | 2020: Collin B. Kebo; Sona Chawla; Christina M. Corley; Douglas E. Eckrote; Mark C. Chong; and Elizabeth H. Connelly |

  123. Pay Versus Performance Table

    | (2) Amounts reported in this column represent (i) the total compensation reported in the SCT for the applicable year in the case of Ms. Leahy and (ii) the average of the total compensation reported in the SCT for the applicable year for our other NEOs reported for the applicable year other than Ms. Leahy. | | (3) To calculate CAP, adjustments were made to the amounts reported in the SCT for the applicable year. The CAP amounts from 2020 to 2022 have been updated from the amounts reported in the 2023 proxy statement to reflect the application of the performance modifier to dividend accruals as the dividend accruals were previously reported based on a target payout. The primary difference between the calculation of SCT total compensation and CAP relates to the calculation of stock and option awards: |

  124. Pay Versus Performance Table

    | SCT CALCULATION IS BASED ON: | CAP CALCULATION IS BASED ON: | | Grant date fair value of stock and option awards granted during the year | Year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year |

  125. Pay Versus Performance Table

    | | 2024 Proxy Statement | 60 |

  126. Pay Versus Performance Table

    A reconciliation of the adjustments for Ms. Leahy and for the average of the other NEOs is set forth in the table below.

  127. Pay Versus Performance Table

    | Year | Summary Compensation Table Total ($)(a) | (Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(b) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(c) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(d) | Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(e) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($)(f) | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(g) | Equals Compensation Actually Paid ($) | | PEO | | | | | | | | | | 2023 | 9,020,376 | (7,999,999) | 8,165,402 | 3,658,558 | — | 3,076,468 | — | 15,920,805 | | 2022 | 11,115,822 | (7,036,821) | 9,049,451 | (2,192,164) | — | (2,667,791) | — | 8,268,497 | | 2021 | 8,943,903 | (5,573,117) | 12,234,207 | 11,647,411 | — | 3,797,715 | — | 31,050,119 | | 2020 | 6,342,674 | (4,099,541) | 6,610,535 | 379,714 | — | (1,235,829) | — | 7,997,553 | | Other NEOs (Average)(h) | | | | | | | | | | 2023 | 3,150,463 | (2,509,987) | 2,561,884 | 1,261,578 | — | 1,012,058 | — | 5,475,996 | | 2022 | 4,086,715 | (2,374,897) | 3,055,924 | (756,115) | — | (743,340) | — | 3,268,287 | | 2021 | 4,110,659 | (2,348,185) | 4,375,342 | 3,628,212 | — | 859,336 | — | 10,625,364 | | 2020 | 2,621,777 | (1,488,976) | 2,337,627 | 56,279 | — | (435,821) | — | 3,090,886 |

  128. Pay Versus Performance Table

    | (a) Represents Total Compensation as reported in the SCT for the indicated fiscal year. For the other NEOs, amounts shown represent averages. | | (b) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, calculated in accordance with ASC718. See Note 13 to the Audited Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating these amounts. | | (c) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes, including the value associated with the accrual of any dividend equivalent rights. For awards subject to performance-based vesting conditions, the value is based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year, which is consistent the same methodology used to determine the grant date fair value of the awards. See Note 13 to the Audited Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating these amounts. | | (d) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes, including the value associated with the accrual of any dividend equivalent rights. For awards subject to performance-based vesting conditions, the value is based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year, which is consistent the same methodology used to determine the grant date fair value of the awards. See Note 13 to the Audited Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating these amounts. | | (e) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes, including the value associated with the accrual of any dividend equivalent rights, and reflects the actual attainment level for the PSUs that vested on December 31st of the applicable year, as discussed in the CD&A with respect to the PSUs that vested on December 31, 2023. | | (f) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes, including the value associated with the accrual of any dividend equivalent rights. | | (g) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes. | | (h) See footnote 1 above for the NEOs included in the average for each year. |

  129. Pay Versus Performance Table

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance. | | (5) The TSR Peer Group consists of S&P 500 IT Index. | | (6) The Company determined that adjusted EPS is the most important financial performance measure used to link CAP to Company performance given it impacts the vesting of 50% of the PSUs and also encompasses non-GAAP operating income performance, the primary financial measure under our SMIP. In addition, we believe that over the long-term, our earnings per share is the most significant driver of CDW’s stock price performance, which impacts the value of equity awards granted to the NEOs, the largest component of our executive compensation program. Adjusted EPS is defined as non-GAAP net income plus/minus extraordinary, non-recurring items divided by the weighted average common shares outstanding on a diluted basis. For purposes of determining adjusted EPS, non-GAAP net income is defined as net income, adjusted for the items set forth in the Company’s earnings releases which may include, among other items, amortization of intangibles, non-cash equity-based compensation and associated taxes, losses or gains from the extinguishment of debt and acquisition and integration expenses. The amount reported for each reporting year in this table represents the adjusted EPS, as calculated for the first year of the PSU performance cycle that commenced in the applicable reporting year. |

  130. Pay Versus Performance Table

    | | 2024 Proxy Statement | 61 |

  131. Board of Directors

    Board of Directors Virginia C. Addicott Retired President and Chief Executive Officer, FedEx Custom Critical James A. Bell Retired Executive Vice President, Corporate President and Chief Financial Officer, The Boeing Company Lynda M. Clarizio Co-Founder and General Partner of The 98 and Former Executive Vice President, Strategic Initiatives, The Nielsen Company (US), LLC Anthony R. Foxx Former United States Secretary of Transportation Kelly J. Grier Retired US Chair and Managing Partner (CEO), Ernst & Young LLP Marc E. Jones Chairman, President and Chief Executive Officer, Aeris Communications, Inc. Christine A. Leahy Chair, President and Chief Executive Officer, CDW Corporation Sanjay Mehrotra President and Chief Executive Officer, Micron Technology, Inc. David W. Nelms Lead Independent Director of the Board, CDW Corporation; Retired Chairman and Chief Executive Officer, Discover Financial Services, Inc. Joseph R. Swedish Retired Chairman, President and Chief Executive Officer, Anthem, Inc. Donna F. Zarcone Retired President and Chief Executive Officer, The Economic Club of Chicago Executive Committee Christine A. Leahy Chair, President and Chief Executive Officer Sona Chawla Chief Growth and Innovation Officer Mark C. Chong Senior Vice President, Product and Partner Management Elizabeth H. Connelly Senior Vice President, Vertical Markets Christina M. Corley Chief Commercial and Operating Officer Michael S. Drory Senior Vice President, Strategy and Corporate Development Andrew J. Eccles Senior Vice President, Integrated Technology Solutions Robert F. Kirby Senior Vice President, Public Sales Frederick J. Kulevich Senior Vice President, General Counsel & Corporate Secretary and Interim Chief People Officer Albert J. Miralles Senior Vice President and Chief Financial Officer Aletha C. Noonan Senior Vice President, Corporate Sales Anand J. Rao Senior Vice President, Chief Marketing and Digital Officer Sanjay Sood Senior Vice President and Chief Technology Officer Conor J. Waddell Senior Vice President, Integrated Technology Solutions

  132. Board of Directors

    | | 2024 Proxy Statement | 79 |