DEF 14A of CDW Corp, Apr 9, 2025

DEF 14A of CDW Corp

Filed Apr 9, 2025 · FY20240001308179-25-000419

Open on EDGAR

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    2024 CEO TARGET COMPENSATION MIX 2024 Say-on-Pay Vote Stockholders continued to show strong support of our executive compensation program, with approval by approximately 91% of the votes cast for the Company’s say-on-pay vote at our 2024 Annual Meeting of Stockholders and, since our initial public offering in 2013 (“IPO”), our stockholders have overwhelmingly supported our executive compensation program, with an average approval of approximately 96% of the votes cast for the Company’s say-on-pay vote at the annual meetings of stockholders since our IPO.

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    | 2024 SAY-ON-PAY VOTE | AVERAGE SAY-ON-PAY VOTE SINCE IPO | | | |

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    Extensive information regarding our executive compensation program in place for 2024 can be found in the “Compensation Discussion and Analysis” section of this proxy statement.

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    | 10 | 2025 Proxy Statement | |

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    Our success is built on the trust we have earned from our customers, coworkers, business partners, investors and communities, and that trust sustains our success. Part of this trust stems from our commitment to good corporate governance. Our Company is governed by our Board of Directors (“Board of Directors” or “Board”). The Board is responsible for providing oversight of the strategic and operational direction of the Company and supporting the Company’s long-term interests. To provide a framework for effective governance, our Board has adopted Corporate Governance Guidelines, which outline the operating principles of our Board and the composition and working processes of our Board and its committees. The Nominating and Corporate Governance Committee periodically reviews our Corporate Governance Guidelines and developments in corporate governance and recommends proposed changes to the Board for approval. Our Corporate Governance Guidelines, along with other corporate governance documents such as committee charters and The CDW Way Code (our code of business conduct and ethics), are available on the Governance section of our Investor Relations website at investor.cdw.com. These documents and any other information available on our website are not part of, or incorporated by reference into, this proxy statement. Corporate Governance Highlights

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    | Annual Election of Directors. All directors are elected annually. Lead Independent Director. James A. Bell serves as our Lead Independent Director. Independent Board. Our Board of Directors is comprised entirely of independent directors, other than our Chair, who also serves as President and Chief Executive Officer. The independent members of our Board of Directors regularly meet in executive session. Independent Board Committees. All members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent directors. Audit Committee Financial Experts. All members of our Audit Committee qualify as “audit committee financial experts” as defined under U.S. Securities and Exchange Commission (“SEC”) rules. Board Term Limit. Our Corporate Governance Guidelines provide that a director will not be renominated at the next annual meeting of stockholders after 15 years of service on our Board of Directors, absent special circumstances. Stockholder Right to Call Special Meetings. Our Amended and Restated Bylaws (“Bylaws”) allow stockholders representing at least 25% of the voting power of our outstanding common stock to call special meetings, as further detailed in our Bylaws. Proxy Access. Our Bylaws permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least 3 years to nominate and include in our proxy materials director nominees constituting up to 2 individuals or 20% of the Board, whichever is greater, as further detailed in our Bylaws. | Majority Vote. Directors are elected by majority vote of our stockholders in uncontested elections. We have a resignation policy that applies if a director fails to receive a majority of the votes cast. Restrictions on Other Board Service. Under our Corporate Governance Guidelines, in evaluating the suitability of director candidates, the Nominating and Corporate Governance Committee and the Board consider the outside time commitments of directors and potential candidates, including the number of other boards on which the director or potential candidate may serve. Our Corporate Governance Guidelines also restrict the number of public company boards on which our directors may serve. A director who is currently an executive officer of a public company may serve on a total of 2 public company boards (including our Board) and a director who is not currently an executive officer of a public company may serve on a total of 4 public company boards (including our Board). Annual Board and Committee Evaluations. Our Lead Independent Director leads the annual Board evaluation process by conducting a one-on-one interview with each director to obtain feedback on and discuss Board performance and effectiveness. The results are then discussed by the Nominating and Corporate Governance Committee, which consists of all of our independent directors. Each of the Audit, Compensation and Nominating and Corporate Governance Committees also conducts an annual self-evaluation to discuss Committee performance and effectiveness. No Supermajority Vote Requirements. Our Seventh Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Bylaws may be amended by the affirmative vote of a majority of the Company’s outstanding common stock. No Stockholder Rights Plan. The Company does not have a stockholder rights plan or poison pill. |

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    | | 2025 Proxy Statement | 11 |

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    Independence of Our Board of Directors Under our Corporate Governance Guidelines and the listing standards of the Nasdaq Global Select Market (“Nasdaq”), a majority of our Board members must be independent. The Board of Directors annually determines whether each of our directors is independent. In determining independence, the Board follows the independence criteria set forth in the Nasdaq listing standards and considers all relevant facts and circumstances. Under the Nasdaq independence criteria, a director cannot be considered independent if he or she has one of the relationships specifically enumerated in the Nasdaq listing standards. In addition, the Board must affirmatively determine that a director does not have a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has affirmatively determined that each of our current directors, other than our Chair, President and Chief Executive Officer, Christine A. Leahy, and each of the directors who served during the last completed fiscal year is independent under the applicable listing standards of Nasdaq. In making its determination, the Board considered that Ms. Grier served as US Chair and Managing Partner (CEO) of Ernst & Young LLP, the Company’s independent registered public accounting firm, until July 2022 and that Ms. Grier did not personally work on the audit of the Company by Ernst & Young LLP or provide any other services to the Company since 2014. Because Ms. Grier is retired from Ernst & Young LLP and due to the significant length of time since she last worked on the Company’s audit, the Board found that her prior relationship with Ernst & Young LLP does not interfere with the exercise of her independent judgment in carrying out her responsibilities as a director of the Company. Board of Directors Leadership Structure

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    | Christine A. Leahy CHAIR, PRESIDENT AND CHIEF EXECUTIVE OFFICER | Christine A. Leahy, our President and Chief Executive Officer, serves as Board Chair and James A. Bell, a non-executive and independent director, serves as Lead Independent Director. The Board believes that the combined role of Board Chair and Chief Executive Officer of our Company, together with the appointment of a Lead Independent Director, the independence of all Board members other than our Chief Executive Officer and the use of regular executive sessions of the effective development of key strategic and operational objectives and independent oversight of management’s execution of those objectives. The Board believes that having the Company’s Chief Executive Officer serve as Board Chair is in the best interest of its stockholders at this time because this structure ensures a seamless flow of communication between management and the Board, in particular with respect to the Board’s oversight of the Company’s strategic direction and risk management, as well as the Board’s ability to ensure management’s focused execution of that strategy. The Board additionally believes that, because the Chief Executive Officer is the director most familiar with the Company’s business, industry and day-to-day operations, she is well-positioned to help the Board focus on those issues of greatest importance to the Company and its stockholders and to assist the Board with identifying the Company’s strategic priorities, as well as the short-term and long-term risks and challenges facing the Company. While independent directors have invaluable experience and expertise from outside the Company and its business, giving them different perspectives regarding the development of the Company’s strategic goals and objectives, the Chief Executive Officer is well-suited to bring Company-specific experience and industry expertise to her discussions with independent directors. |

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    | 12 | 2025 Proxy Statement | |

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    Lead Independent Director

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    | James A. Bell LEAD INDEPENDENT DIRECTOR | The primary roles of our Lead Independent Director are to assist the Chair in managing the governance of the Board and to serve as a liaison between the Chair and other directors. The responsibilities of the Lead Independent Director, which are described in the Company’s Corporate Governance Guidelines, include, among others: |

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    | RESPONSIBILITY | DESCRIPTION | | Board Meetings | Presides at all meetings of the Board at which the Chair is not present, including all executive sessions of the non-management and/or independent directors | | Executive Sessions | Has the authority to call meetings of the non-management and/or independent directors | | Agendas | Provides input to the Chair on the annual Board calendar, agenda items and schedules for each Board meeting and the materials and information to be presented to the Board | | Communicating with Stockholders | Serves as a contact for and may represent the Board in communications with stockholders and other stakeholders who wish to communicate with non-management directors |

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    Board and Committee Meetings Under our Corporate Governance Guidelines, our directors are expected to attend meetings of the Board and applicable committees and our annual meetings of stockholders. In 2024, the Board held six meetings. In 2024, each of the directors attended at least 75% of the aggregate of all meetings of the Board and the committees on which he or she served . In addition, each of our directors attended our 2024 Annual Meeting of Stockholders. Board Committees Our Board has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Our Board has adopted charters for each of these committees, which are available on the Governance section of our Investor Relations website at investor.cdw.com. Under the committees’ charters, the committees report regularly to the Board and as the Board requests. Additional information on each of these committees is set forth below.

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    | | 2025 Proxy Statement | 13 |

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    | | All Members Independent Kelly J. Grier (Chair) Virginia C. Addicott James A. Bell Marc E. Jones Donna F. Zarcone | Audit Committee Primary Responsibilities: Our Audit Committee is responsible for, among other things: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm its independence from management; (3) reviewing with our independent registered public accounting firm the scope and results of its audit; (4) preapproving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the accounting and financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (6) reviewing and monitoring our accounting principles, accounting policies and financial and accounting controls; (7) establishing procedures for the confidential and anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; (8) reviewing and approving or ratifying related person transactions; (9) overseeing our internal audit function; and (10) reviewing the Company’s compliance and ethics and risk management programs, including with respect to cybersecurity. Meetings Held in 2024: 9 Independence: Each member of the Audit Committee meets the audit committee independence requirements of Nasdaq and the rules under the Securities Exchange Act of 1934 (the “Exchange Act”). The Board has designated each member of the Audit Committee as an “audit committee financial expert.” Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. | | | | | | |

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    | | All Members Independent Sanjay Mehrotra (Chair) Lynda M. Clarizio Anthony R. Foxx Joseph R. Swedish | Compensation Committee Primary Responsibilities: Our Compensation Committee is responsible for, among other things: (1) reviewing and approving the compensation of our Chief Executive Officer and other executive officers; (2) reviewing and approving employment agreements and other similar arrangements between CDW and our executive officers; (3) administering our stock plans and other incentive compensation plans; (4) periodically reviewing and approving, or recommending to the Board, any changes to our incentive compensation and equity-based plans; (5) approving and administering the Company’s clawback and recoupment policies; and (6) reviewing trends in executive compensation. The Compensation Committee may form, and delegate authority to, subcommittees when it deems appropriate. Meetings Held in 2024: 4 Independence: Each member of the Compensation Committee meets the compensation committee independence requirements of Nasdaq and the rules under the Exchange Act. | | | | | | |

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    | 14 | 2025 Proxy Statement | |

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    | | All Members Independent David W. Nelms (Chair) Virginia C. Addicott James A. Bell Lynda M. Clarizio Anthony R. Foxx Kelly J. Grier Marc E. Jones Sanjay Mehrotra Joseph R. Swedish Donna F. Zarcone | Nominating and Corporate Governance Committee Primary Responsibilities: Our Nominating and Corporate Governance Committee is responsible for, among other things: (1) identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board; (2) evaluating potential nominees for our Board of Directors recommended by our stockholders and maintaining procedures for the submission of stockholder nominees; (3) overseeing the organization and evaluation of our Board to discharge the Board’s duties and responsibilities properly and efficiently and monitoring the outside commitments of directors; (4) identifying best practices and recommending corporate governance principles; (5) developing and recommending to our Board a set of corporate governance guidelines and principles applicable to us; (6) reviewing compliance with The CDW Way Code, our code of business conduct and ethics; (7) reviewing and approving the compensation of our directors; (8) setting performance goals for and reviewing the performance of our Chief Executive Officer; (9) overseeing our business resiliency programs and policies; (10) executive succession planning; and (11) reviewing stockholder proposals. Meetings Held in 2024: 4 Independence: Each member of the Nominating and Corporate Governance Committee meets the nominating and corporate governance committee independence requirements of Nasdaq. | | | | | | |

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    Oversight of Strategy One of the primary responsibilities of the Board is to oversee management’s development and execution of the Company’s long-term strategy. Strategy is a recurring topic of discussion at Board meetings, with periodic additional in-depth strategic planning sessions. Discussions on strategy include updates on the ongoing strategic planning process, progress against various strategic initiatives, the competitive landscape, emerging technologies such as artificial intelligence (AI), and potential risks to the Company’s long-term strategy. Oversight of Risk Our Board of Directors, as a whole and through the Audit Committee, oversees our Enterprise Risk Management Program (“ERM Program”), which is designed to drive the identification, analysis, discussion and reporting of our high priority enterprise risks. The ERM Program facilitates constructive dialogue at the senior management and Board levels to proactively identify, prioritize and manage enterprise risks that the Company may face over the short-term, intermediate-term, and long-term. Under the ERM Program, senior management develops a holistic portfolio of enterprise risks by facilitating business and supporting function assessments of strategic, operational, financial, and compliance risks on an ongoing basis, and helps to ensure appropriate response strategies are in place. This includes consulting with outside advisors and experts to anticipate future threats and trends affecting the enterprise risk portfolio. Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the full Board. Enterprise risks are considered in business decision making and as part of our overall business strategy. Our management team, including our executive officers, is primarily responsible for managing the risks associated with the operation and business of our company, covering all categories and types of risk and including both known and newly identified emerging risks. Senior management provides regular updates to the Audit Committee and periodic updates to the full Board on the ERM Program and on any identified high priority enterprise risks. This includes risk assessments from management with regard to cybersecurity, including assessments of the overall threat landscape and strategies and infrastructure investments to monitor and mitigate such threats. For more information regarding the Audit Committee’s cybersecurity risk oversight, please refer to “Item 1C. Cybersecurity” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In addition, the Board believes that having a Lead Independent Director enhances the Board’s independent oversight of the Company’s risk management efforts by enabling consultation between the Chair and Lead Independent Director on high priority enterprise risks.

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    | | 2025 Proxy Statement | 15 |

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    Oversight of Business Resiliency Programs and Policies Our Nominating and Corporate Governance Committee has oversight responsibility for our business resiliency programs and policies and regularly receives updates on our programs and policies. Our resiliency strategy is focused on amplifying business value, capturing commercial business opportunities, managing risk, and complying with regulatory frameworks. Oversight of Human Capital Management Our long-standing values and philosophies of success are based on fostering a welcoming, respectful, accountable and fair culture where coworkers have the opportunity to thrive. This culture, along with strong training and development, competitive compensation and opportunities for meaningful careers, drives business results and competitive advantage. Our Board understands the importance of talent to our ongoing success and is actively engaged with our Chair, President and Chief Executive Officer and our Chief Human Resources Officer across a broad range of human capital management topics. On an annual basis, the Board reviews the results of our annual talent review process and succession plans for our Chair, President and Chief Executive Officer and our other executive officers. In addition, talent strategy is regularly discussed with the Board, including culture, recruiting, retention, engagement and talent development. The Compensation Committee also annually reviews compensation trends and developments and the results of a risk analysis of our compensation practices and policies. Code of Business Conduct and Ethics We have adopted The CDW Way Code, our code of business conduct and ethics, that is applicable to all of our coworkers and directors. This code is available on the Governance section of our Investor Relations website at investor.cdw.com. We intend to disclose any substantive amendments to, or any waivers from, The CDW Way Code by posting such information on our website or by filing a Form 8-K, in each case to the extent such disclosure is required by rules of the SEC or Nasdaq. Insider Trading Policies We have a Policy on Insider Trading governing the purchase, sale, and/or other dispositions of our securities by Board members, officers, coworkers and consultants, as well as the Company itself, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. Our Policy on Insider Trading includes policies on hedging, short sales and pledging of our securities. Our policy prohibits hedging or monetization transactions involving Company securities, such as prepaid variable forwards, equity swaps, collars and exchange funds. It also prohibits short sales of our securities, including sales of securities that are owned with delayed delivery. In addition, it prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan. A copy of our Policy on Inside Trading was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024. Executive Compensation Policies and Practices See the “Compensation Discussion and Analysis” for a discussion of the Company’s executive compensation policies and practices. We conducted an assessment of the risks associated with our compensation policies and practices, and determined that risks arising from such policies and practices are not reasonably likely to have a material adverse effect on the Company. In conducting the assessment, we undertook a review of our compensation philosophies, our compensation governance structure and the design and oversight of our compensation programs. Overall, we believe that our programs include an appropriate mix of fixed and variable features, and short- and long-term incentives with compensation-based goals aligning with corporate goals. Centralized oversight helps ensure compensation programs align with the Company’s goals and compensation philosophies and, along with other factors, operate to mitigate against the risk that such programs would encourage excessive risk-taking.

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    | 16 | 2025 Proxy Statement | |

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    Communications with the Board of Directors Stockholders who would like to communicate with the Board of Directors or its committees or any individual director may do so by writing to them via the Company’s Corporate Secretary by email at board@cdw.com or by mail at CDW Corporation, 200 North Milwaukee Avenue, Vernon Hills, Illinois 60061. Correspondence may be addressed to the collective Board of Directors or to any of its individual members or committees at the election of the sender. Any such communication is promptly distributed to the director or directors named therein unless such communication is considered, either presumptively or in the reasonable judgment of the Company’s Corporate Secretary, to be improper for submission to the intended recipient or recipients. Examples of communications that would presumptively be deemed improper for submission include, without limitation, solicitations, communications that raise grievances that are personal to the sender, communications that relate to the pricing of the Company’s products or services, communications that do not relate directly or indirectly to the Company and communications that are frivolous in nature. In addition, when appropriate, the Lead Independent Director is available for engagement with stockholders. Compensation Committee Interlocks and Insider Participation During 2024, our Compensation Committee consisted of Lynda M. Clarizio, Anthony R. Foxx, Sanjay Mehrotra and Joseph R. Swedish. No member of the Compensation Committee was, during 2024 or previously, an officer or employee of the Company or its subsidiaries. In addition, during 2024, there were no compensation committee interlocks required to be disclosed. Related Person Transactions Related Person Transactions Approval/Ratification Procedures The Company has written procedures regarding the approval and ratification of related person transactions. Under these procedures, our Audit Committee is responsible for reviewing and approving or ratifying all related person transactions. If the Audit Committee determines that approval or ratification of a related person transaction should be considered by the Board, such transaction will be submitted for consideration by all disinterested members of the Board. The Chair of the Audit Committee has the authority to approve or ratify any related person transaction in which the aggregate amount involved is expected to be less than $300,000 and in which the Chair of the Audit Committee has no direct or indirect interest. For these purposes, a related person transaction is considered to be any transaction that is required to be disclosed pursuant to Item 404 of the SEC’s Regulation S-K, including transactions between us and our directors, director nominees or executive officers, 5% record or beneficial owners of our common stock or immediate family members of any such persons, when such related person has a direct or indirect material interest in such transaction. Potential related person transactions are identified based on information submitted by our officers and managers and then submitted to our Audit Committee for review. The CDW Way Code, our code of business conduct and ethics, requires that our directors and coworkers identify and disclose any material transaction or relationship that could reasonably be expected to create a conflict of interest and interfere with their impartiality or loyalty to the Company. Further, at least annually, each director and executive officer is required to complete a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which the executive officer, a director or a related person has a direct or indirect material interest. When deciding to approve or ratify a related person transaction, our Audit Committee takes into account all relevant considerations, including without limitation the following:

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    | ● | the size of the transaction and the amount payable to or by the related person; | | ● | the nature of the interest of the related person in the transaction; | | ● | whether the transaction may involve a conflict of interest; | | ● | whether the transaction is at arm’s-length, in the ordinary course or on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; and | | ● | the purpose of the transaction and any potential benefits to us. |

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    Related Person Transactions Patrick Connelly, the son of Elizabeth H. Connelly, our Chief Commercial Officer and Executive Vice President, is an Executive Account Manager (sales coworker) at the Company. In 2024, Mr. Connelly had total compensation, including salary, commissions, bonuses and sales incentives, of approximately $170,000 and was eligible to participate in Company benefit plans available to similarly situated coworkers. There have been no other transactions since January 1, 2024 for which disclosure under Item 404(a) of Regulation S-K is required.

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    | | 2025 Proxy Statement | 17 |

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    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 2025 Annual Meeting, subject to the election and qualification of their successors. Director Nomination Process The Board of Directors is responsible for nominating individuals for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. The Nominating and Corporate Governance Committee is responsible for identifying and screening potential candidates and recommending qualified candidates to the Board for nomination. Third-party search firms may be and have been retained to identify individuals that meet the criteria of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders in the same manner in which it evaluates candidates it identified, if such recommendations are properly submitted to the Company. Stockholders wishing to recommend nominees for election to the Board should submit their recommendations in writing to our Corporate Secretary by email at board@cdw.com or by mail at CDW Corporation, 200 North Milwaukee Avenue, Vernon Hills, Illinois 60061. Nominations for the 2026 Annual Meeting of Stockholders must be received no earlier than January 20, 2026 and no later than February 19, 2026. See “Stockholder Proposals for the 2026 Annual Meeting” for additional information regarding the process for submitting nominations. Our Bylaws also permit qualified stockholders, or groups of up to 20 stockholders, to nominate and include in our proxy materials director nominees, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in our Bylaws. Notice of a proxy access nomination must be received no earlier than November 8, 2025 and no later than December 10, 2025. See “Stockholder Proposals for the 2026 Annual Meeting” for additional information regarding including director nominees in our proxy materials. Director Qualifications Our Board is committed to regular refreshment and strives to maintain a highly independent and balanced group of directors that collectively possess the skills, expertise, and perspectives to ensure effective oversight. In selecting director candidates, the Nominating and Corporate Governance Committee and the Board of Directors consider the qualifications, attributes, skills, and experience of the candidates individually and the composition of the Board as a whole. Under our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee and the Board review the following for each candidate, among other qualifications deemed appropriate, when considering the suitability of candidates for nomination as director:

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    | ● | Principal employment, occupation or association involving an active leadership role | | ● | Qualifications, attributes, skills and/or experience relevant to the Company’s business | | ● | Ability to bring complementary experiences, skills and viewpoints to the Board | | ● | Other time commitments, including the number of other boards on which the potential candidate may serve | | ● | Independence and absence of conflicts of interest as determined by the Board’s standards and policies, the listing standards of Nasdaq and other applicable laws, regulations and rules | | ● | Financial literacy and expertise | | ● | Personal qualities, including strength of character, maturity of thought process and judgment, values and ability to work collegially |

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    | 18 | 2025 Proxy Statement | |

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    Director Skills Matrix In considering each director nominee for the Annual Meeting, the Board and the Nominating and Corporate Governance Committee evaluated such person’s qualifications, attributes, skills and experience to serve as a director. Our Board has a well-rounded variety of qualifications, attributes, skills and experience, and represents a mix of deep knowledge of the Company and fresh perspectives. This reflects the importance that the Board has placed on maintaining and enhancing the composition of our Board to support the Company’s evolving strategy. The table below summarizes some of the qualifications, attributes, skills and experience of each director. This summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board. Further information on each director nominee for this Annual Meeting is set forth in the biographies under “Proposal 1 – Election of Directors — 2025 Nominees for Election to the Board of Directors” in this proxy statement.

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    | | Skills | | | | | | | Other Attributes | | | | | | Senior | Public Company Board | | Technology | Finance, Accounting and Risk | People and | Government | Tenure | Independence | Race/ Ethnicity | Gender | | | Leadership | Service | Global | Innovation | Management | Culture | and Regulatory | | | | | | | | | | | | | | | | | | | Addicott | l | l | l | l | l | l | | 9 | l | White | F | | Bell | l | l | l | | l | l | l | 9 | l | Black | M | | Clarizio | l | l | l | l | l | l | | 9 | l | White | F | | Foxx | l | l | | l | l | l | l | 4 | l | Black | M | | Grier | l | l | l | l | l | l | l | 1 | l | White | F | | Jones | l | l | l | l | l | l | l | 2 | l | Black | M | | Leahy | l | l | l | l | l | l | l | 6 | | White | F | | Mehrotra | l | l | l | l | l | l | l | 3 | l | Asian | M | | Nelms | l | l | l | l | l | l | l | 11 | l | White | M | | Swedish | l | l | | l | l | l | l | 9 | l | White | M | | Zarcone | l | l | l | l | l | l | | 13 | l | White | F | | Total | 11 | 11 | 9 | 10 | 11 | 11 | 8 | | | | |

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    | SKILL | DESCRIPTION | | Senior Leadership | Experience as a senior leader in a complex organization | | Public Company Board Service | Service on other public company boards | | Global | Broad leadership experience with multinational companies or in international markets | | Technology Innovation | Managing technology strategies and driving technological change and innovation within an organization | | Finance, Accounting and Risk Management | Experience with finance, accounting, debt or capital markets, M&A, strategic investments or enterprise risk management including cybersecurity | | People and Culture | Experience managing a large and/or global workforce and building a high performance culture | | Government and Regulatory | Government service or extensive interactions with the government and government agencies |

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    | | 2025 Proxy Statement | 19 |

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    2025 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 2026 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.

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

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    | VIRGINIA C. ADDICOTT | Audit and Nominating and Corporate Governance Committees |

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    | INDEPENDENT Director since: 2016 Age 61 | Ms. Addicott is the former 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 |

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    | JAMES A. BELL | Audit and Nominating and Corporate Governance Committees |

  40. 2024 CEO TARGET COMPENSATION MIX

    | LEAD INDEPENDENT DIRECTOR Director since: 2015 Age 76 | Mr. Bell currently serves as the Lead Independent Director of our Board of Directors, a position he has held since March 2025. Mr. Bell is the former 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. ● JPMorgan Chase & Co. Key Skills and Qualifications: ● Senior Leadership ● Public Company Board Service ● Global ● Finance, Accounting & Risk Management ● People and Culture ● Government and Regulatory |

  41. 2024 CEO TARGET COMPENSATION MIX

    | 20 | 2025 Proxy Statement | |

  42. 2024 CEO TARGET COMPENSATION MIX

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

  43. 2024 CEO TARGET COMPENSATION MIX

    | INDEPENDENT Director since: 2015 Age 64 | 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 or co-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. ● Taboola.com Ltd. (through June 2025) Former Public Company Directorships (within the past 5 years): ● Intertek Group plc 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 |

  44. 2024 CEO TARGET COMPENSATION MIX

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

  45. 2024 CEO TARGET COMPENSATION MIX

    | INDEPENDENT Director since: 2021 Age 53 | Mr. Foxx is the Emma Bloomberg Professor of Practice of Public Leadership and Director of the Center for Public Leadership at the Harvard Kennedy School of Government. Previously, he 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 ● Chair, Board of Trustees, Davidson College Key Skills and Qualifications: ● Senior Leadership ● Public Company Board Service ● Technology Innovation ● Finance, Accounting & Risk Management ● People and Culture ● Government and Regulatory |

  46. 2024 CEO TARGET COMPENSATION MIX

    | | 2025 Proxy Statement | 21 |

  47. 2024 CEO TARGET COMPENSATION MIX

    | KELLY J. GRIER | Audit (Chair) and Nominating and Corporate Governance Committees |

  48. 2024 CEO TARGET COMPENSATION MIX

    | INDEPENDENT Director since: 2023 Age 55 | Ms. Grier is the former 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 Key Skills and Qualifications: ● Senior Leadership ● Public Company Board Service ● Global ● Technology Innovation ● Finance, Accounting & Risk Management ● People and Culture ● Government and Regulatory |

  49. 2024 CEO TARGET COMPENSATION MIX

    | MARC E. JONES | Audit and Nominating and Corporate Governance Committees |

  50. 2024 CEO TARGET COMPENSATION MIX

    | INDEPENDENT Director since: 2023 Age 66 | Mr. Jones serves as the Chairman and Co-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 co-CEO of Aeris since January 5, 2025. Prior to becoming co-CEO of Aeris, he served as 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 |

  51. 2024 CEO TARGET COMPENSATION MIX

    | 22 | 2025 Proxy Statement | |

  52. 2024 CEO TARGET COMPENSATION MIX

    | CHRISTINE A. LEAHY |

  53. 2024 CEO TARGET COMPENSATION MIX

    | CHAIR Director since: 2019 Age 60 | 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 |

  54. 2024 CEO TARGET COMPENSATION MIX

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

  55. 2024 CEO TARGET COMPENSATION MIX

    | INDEPENDENT Director since: 2021 Age 66 | 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. Key Skills and Qualifications: ● Senior Leadership ● Public Company Board Service ● Global ● Technology Innovation ● Finance, Accounting & Risk Management ● People and Culture ● Government and Regulatory |

  56. 2024 CEO TARGET COMPENSATION MIX

    | | 2025 Proxy Statement | 23 |

  57. 2024 CEO TARGET COMPENSATION MIX

    | DAVID W. NELMS | Nominating and Corporate Governance (Chair) Committee |

  58. 2024 CEO TARGET COMPENSATION MIX

    | INDEPENDENT Director since: 2014 Age 64 | Mr. Nelms previously served as our Lead Independent Director from January 2023 to March 2025 and from January 2019 to December 2019 and as our Non-Executive Chair from January 2020 to December 2022. He is the former 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 |

  59. 2024 CEO TARGET COMPENSATION MIX

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

  60. 2024 CEO TARGET COMPENSATION MIX

    | INDEPENDENT Director since: 2015 Age 73 | Mr. Swedish is the former 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 emeritus of Concord Health Partners, LLC, a private equity firm focused on strategic investing in healthcare portfolio companies. Other Public Company Directorships: ● None Former Public Company Directorships (within the past 5 years): ● IBM Corporation ● Mesoblast Limited ● 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 |

  61. 2024 CEO TARGET COMPENSATION MIX

    | 24 | 2025 Proxy Statement | |

  62. 2024 CEO TARGET COMPENSATION MIX

    | DONNA F. ZARCONE | Audit and Nominating and Corporate Governance Committees |

  63. 2024 CEO TARGET COMPENSATION MIX

    | INDEPENDENT Director since: 2011 Age 67 | Ms. Zarcone is the former 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: ● The Cigna Corporation Selected Directorships and Positions: ● Board of Directors, Quinnox Inc. ● Board of Managers, Duchossois Capital Management ● Board of Directors, Halstatt ● Advisory Board, The University of Chicago Polsky Center for Entrepreneurship and Innovation ● Vice-Chair, 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 |

  64. 2024 CEO TARGET COMPENSATION MIX

    | | 2025 Proxy Statement | 25 |

  65. Director Compensation

    Director Compensation Elements of Director Compensation The elements of our 2024 director compensation program for non-employee directors are set forth below. Christine A. Leahy, our Chair, President and Chief Executive Officer did not receive any additional compensation for serving as a director during 2024. Please see the “2024 Summary Compensation Table” for the compensation received by Ms. Leahy with respect to 2024.

  66. Director Compensation

    | 2024 Director Compensation Program | | | | Annual Committee Chair Cash Retainers ● $20,000 Audit Committee Chair Retainer ● $20,000 Compensation Committee Chair Retainer ● $15,000 Nominating and Corporate Governance Retainer Annual Lead Independent Director Equity Award ● $35,000 Annual Restricted Stock Unit Award Target Value |

  67. Director Compensation

    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 (RSU) 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 RSU 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 RSU 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 RSU grant vests on a prorated basis if service as Lead Independent Director terminates. Stock Ownership Guidelines The Board believes that in order to more closely align the interests of directors with the interests of the Company’s other stockholders, each non-employee director should maintain a minimum level of equity interests in the Company’s common stock. The Nominating and Corporate Governance Committee is responsible for periodically reviewing the stock ownership guidelines for non-employee directors and making recommendations to the Board.

  68. Director Compensation

    | 26 | 2025 Proxy Statement | |

  69. Director Compensation

    Director Compensation Pursuant to our Corporate Governance Guidelines, each non-employee director must hold equity interests in the Company’s common stock equal to at least five times the Board’s annual cash retainer. Until such guidelines are met, a director is required to retain 100% of the after-tax value of all vested equity awards earned under the Company’s non-employee director compensation program. As of the record date for the Annual Meeting, all of our non-employee directors were in compliance with the Company’s stock ownership guidelines.

  70. Director Compensation

    | WHAT COUNTS TOWARD THE GUIDELINE | WHAT DOES NOT COUNT TOWARD THE GUIDELINE | | Shares owned by the director, immediate family or director trust Vested RSUs for which settlement has been deferred | Unvested RSUs |

  71. Director Compensation

    2024 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, 2024.

  72. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Virginia C. Addicott | 112,500 | 177,482 | 289,982 | | James A. Bell | 132,500 | 177,482 | 309,982 | | Lynda M. Clarizio | 112,500 | 177,482 | 289,982 | | Anthony R. Foxx | 112,500 | 177,482 | 289,982 | | Kelly J. Grier | 112,500 | 177,482 | 289,982 | | Marc E. Jones | 112,500 | 177,482 | 289,982 | | Sanjay Mehrotra | 132,500 | 177,482 | 309,982 | | David W. Nelms(3) | 127,500 | 212,583 | 340,083 | | Joseph R. Swedish | 112,500 | 177,482 | 289,982 | | Donna F. Zarcone | 112,500 | 177,482 | 289,982 |

  73. Director Compensation

    | (1) Stock Awards. The amounts reported represent the grant date fair value of RSUs granted in 2024, 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”). | | (2) Outstanding Stock Awards. The following table summarizes outstanding stock awards held by each above director on December 31, 2024, including RSUs on which settlement has been deferred and RSUs acquired through the deemed reinvestment of dividend equivalents: |

  74. Director Compensation

    | Name | RSUs Outstanding (#) | | Virginia C. Addicott | 15,459 | | James A. Bell | 18,875 | | Lynda M. Clarizio | 726 | | Anthony R. Foxx | 3,889 | | Kelly J. Grier | 726 | | Marc E. Jones | 1,730 | | Sanjay Mehrotra | 1,800 | | David W. Nelms | 28,702 | | Joseph R. Swedish | 2,614 | | Donna F. Zarcone | 13,557 |

  75. Director Compensation

    | (3) Mr. Nelms served as our Lead Independent Director in 2024. |

  76. Director Compensation

    | | 2025 Proxy Statement | 27 |

  77. Advisory Vote to Approve Named Executive Officer Compensation

    | * Because this chart illustrates the principal annual elements of the Company’s executive compensation program, this chart excludes the sign-on and buy-out compensation delivered to Ms. Sanderson in the form of PSUs, RSUs and cash bonuses as well as the one-time compensation delivered to Mr. Kulevich in the form of additional long-term incentive award and cash bonus, each as described below. | | ** 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 - 2024 Long-Term Incentive Program Pay for Performance Alignment.” |

  78. Advisory Vote to Approve Named Executive Officer Compensation

    | * Because this chart illustrates the target compensation mix, this chart excludes the sign-on and buy-out compensation delivered to Ms. Sanderson in the form of PSUs, RSUs and cash bonuses and the one-time compensation delivered to Mr. Kulevich in the form of an additional long-term incentive award and cash bonus, each as described below. |

  79. Advisory Vote to Approve Named Executive Officer Compensation

    | What We Do | | ● Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance | | ● Long-term objectives aligned with the creation of stockholder value | | ● Market comparison of executive compensation against a relevant peer group | | ● Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company | | ● Double-trigger vesting for equity awards in the event of a change in control under our long-term incentive plan | | ● Robust stock ownership guidelines | | ● Clawback provisions in the event of certain financial statement restatements or restrictive covenant breaches | | ● Annual say-on-pay vote | | ● Limited perquisites | | ● Annual equity awards are granted following the release of the Company’s annual earnings report |

  80. Advisory Vote to Approve Named Executive Officer Compensation

    | What We Don’t Do | | ● We do not have 280G tax gross-ups | | ● We do not have an enhanced severance multiple upon a change in control | | ● We do not have excessive severance benefits | | ● We do not pay dividends or dividend equivalents on unearned equity awards under our long-term incentive plan | | ● We do not allow repricing of underwater stock options under our long-term incentive plan without stockholder approval | | ● We do not allow hedging, pledging or short sales of our securities |

  81. Advisory Vote to Approve Named Executive Officer Compensation

    Specifically, the compensation levels and mix for Ms. Sanderson were determined in connection with her commencement of employment with the Company, with specific consideration given to the compensation received from her prior employer and the level viewed necessary to induce her to join the Company, including relocation incentives. Please see “Other Elements of Our 2024 Executive Compensation Program - Employment Arrangements” for further information regarding the terms of her offer of employment. Consistent with the Company’s long-standing compensation philosophy, a significant portion of each NEO’s 2024 annual target cash compensation was at risk to provide a strong connection between pay and performance. This pay for performance alignment is illustrated with the 0% payout to our NEOs under our annual cash incentive bonus program, the Company’s Senior Management Incentive Plan (“SMIP”), for 2024 due to the Company’s below threshold performance with respect to the non-GAAP operating income metric under the SMIP. In addition, a majority of our NEOs’ total target direct compensation and the majority of the 2024 compensation increases were delivered in the form of long-term incentive awards to align the NEOs’ interests with stockholders through the risks and rewards of equity ownership and to further support the execution of the Company’s long-term strategy. In particular, each of the NEOs received more meaningful increases in their target long-term incentive award values as compared to 2023 to more closely align their total direct compensation with the competitive market and support retention. After reviewing the long-term incentive vehicle mix within the competitive market, in 2024, the Compensation Committee increased the weighting of PSUs for NEOs from 50% to 60%, reduced the weighting of stock options from 50% to 20%, and introduced RSUs as the remaining 20%. This change increased the portion of the long-term incentive program with vesting tied to the achievement of pre-established performance goals. This change was also made to better align with the market trend of reducing the percentage of equity compensation granted in the form of stock options. In addition, RSUs support the Company’s compensation philosophy of providing market-competitive compensation to attract and retain highly motivated talent with a performance- and service-driven mindset. With this change, the Company’s long-term incentive program remains entirely at-risk as the values of the awards fluctuate based on our stock price performance and over a majority of the long-term incentive awards are delivered in the form of performance-based equity through stock options and PSUs. 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 are achieved.

  82. Advisory Vote to Approve Named Executive Officer Compensation

    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 SMIP. In general, the SMIP opportunity represents a majority of a NEO’s total target cash compensation opportunity. Setting the Target Opportunity under SMIP Because our NEO base salary levels historically have been targeted to be below the competitive market median, the Compensation Committee uses an above-median target SMIP opportunity to bring targeted total cash compensation within the median range. For each of the NEOs, SMIP target opportunities in 2024 were determined based on the factors described above under “2024 Executive Compensation Decisions.” 2024 SMIP Pay for Performance Alignment Each year, the Compensation Committee undertakes a rigorous review and analysis to establish annual performance goals under the SMIP that require above-market performance. Factors considered by the Compensation Committee in establishing the performance goals included U.S. IT market growth rate expectations and our market share gain expectations, as well as assumptions regarding our productivity gains and investments, with each of the expectations and assumptions based on the operating environment at the time the goals are set.

  83. Advisory Vote to Approve Named Executive Officer Compensation

    | ● | Consistent with the 2023 SMIP design, the Compensation Committee chose non-GAAP operating income and market share growth (based upon sales growth relative to the market) as the 2024 SMIP performance goals. The Compensation Committee chose this combination of non-GAAP operating income and market share growth as performance goals because together they take into account not only the Company’s absolute performance but also performance relative to the market. | | ● | The non-GAAP operating income performance goal was set at $2,105.1 million, which was based on the Company’s operating plan at the time and on a growth rate above U.S. IT market growth rate expectations. When establishing the performance goals under SMIP, the Compensation Committee determined to exclude the items set forth in the non-GAAP operating income reconciliation included in Appendix A. In addition, the Compensation Committee determined to exclude from the payout calculations the effect of currency fluctuations. | | ● | No target payout unless 2024 non-GAAP operating income was at or above final 2023 non-GAAP operating income results. | | ● | After reviewing market practices and the input of the Compensation Committee’s independent compensation consultant, the Compensation Committee approved a new SMIP methodology where the SMIP threshold goal will be set as a percentage of the target goal. This reflected a change from the Company’s SMIP in prior years, which had previously set the threshold goal equal to the prior year’s results, and was made to improve the retentive and incentive elements of the SMIP. | | ● | Formulaic payout range from 0% to 200% of target awards for performance against the non-GAAP operating income performance goal. | | ● | Market share governor would reduce operating income-based payouts at all performance levels unless the Company gained market share. | | ● | Performance modifier allows an increase or decrease of up to 15% of a participant’s bonus target based on performance-related factors, subject to the overall maximum payout of 200% of target. |

  84. Advisory Vote to Approve Named Executive Officer Compensation

    | | 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 | $2,315.6 | 110% | 200% | 180% | | Non-GAAP Operating Income Target | $2,105.1 | 100% | 100% | 90% | | Threshold | $1,957.8 | 93% | 25% | 15% |

  85. Advisory Vote to Approve Named Executive Officer Compensation

    | (1) Payouts are determined based on various performance achievement levels, for non-GAAP operating income and market share changes, 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 measurement based on our sales growth relative to broader IT market growth estimates. |

  86. Advisory Vote to Approve Named Executive Officer Compensation

    | Named Executive Officer | SMIP Bonus Target | 2024 SMIP Payout | | Christine A. Leahy | $2,100,000 | $0 | | Albert J. Miralles | $840,000 | $0 | | Sona Chawla | $865,000 | $0 | | Frederick J. Kulevich* | $600,000 | $0 | | Katherine E. Sanderson** | $600,000 | $0 | | Christina M. Corley | $865,000 | $0 |

  87. Advisory Vote to Approve Named Executive Officer Compensation

    | * In addition to participation in the SMIP, Mr. Kulevich also received a $210,000 bonus, paid in early 2025, in recognition of the additional responsibilities associated with the role of Interim Senior Vice President, Coworker Success and the subsequent transition. | | ** In recognition of Ms. Sanderson’s forfeiture of her annual bonus at her prior employer and the progress Ms. Sanderson made in her role since joining the Company in September 2024, in 2025, the Compensation Committee awarded Ms. Sanderson a bonus equal to her 2024 SMIP target. |

  88. Advisory Vote to Approve Named Executive Officer Compensation

    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, PSUs and RSUs. The Compensation Committee’s objectives for the 2024 long-term incentive awards were to:

  89. Advisory Vote to Approve Named Executive Officer Compensation

    | ● | 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. |

  90. Advisory Vote to Approve Named Executive Officer Compensation

    For 2024, the annual long-term incentive grant was delivered in the form of PSUs, stock options and RSUs, with the following key elements to drive Company performance and align with stockholder interests:

  91. Advisory Vote to Approve Named Executive Officer Compensation

    | PSUs | ● 60% of target long-term incentive opportunity ● 2024-2026 performance period with 0% - 200% payout curve (threshold payout of 25% of target) ● 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 | ● 20% 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 | | RSUs | ● 20% of target long-term incentive opportunity ● Value fluctuates based on CDW’s stock price ● Vest in 1/3 annual increments |

  92. Advisory Vote to Approve Named Executive Officer Compensation

    2024 Long-Term Incentive Program Pay for Performance Alignment For 2024, the Company’s long-term incentive program was delivered entirely at-risk as the values of the awards fluctuate based on our stock price performance and with more than a majority of the annual long-term incentive awards delivered in the form of performance-based equity through stock options and PSUs. 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 are achieved during the three-year performance period. RSUs are included as a component in our program to foster balance with the performance-based compensation elements in the overall LTI mix and, therefore, help support the Company’s compensation philosophy of providing market-competitive compensation in order to attract and retain highly motivated talent with a performance- and service-driven mindset, while still delivering at-risk compensation tied to the Company’s stock price performance. The Compensation Committee selected adjusted FCF and adjusted EPS as the metrics for the PSUs, with each metric equally weighted. These metrics were selected because the Compensation Committee 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.

  93. Advisory Vote to Approve Named Executive Officer Compensation

    | (1) The adjusted EPS performance goals and adjusted EPS results under the 2024 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. |

  94. Advisory Vote to Approve Named Executive Officer Compensation

    Setting Award Levels under 2024 Long-Term Incentive Program In determining the 2024 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 set the 2024 award levels based on the factors described above under “2024 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 2024 long-term incentive program, which was delivered 60% in PSUs, 20% in stock options, and 20% in RSUs:

  95. Advisory Vote to Approve Named Executive Officer Compensation

    | * In addition to the $1,830,000 award provided to Mr. Kulevich under the 2024 long-term incentive program, he received an additional one-time award of $200,000 in recognition of the additional responsibilities associated with the role of Interim Senior Vice President, Coworker Success and the subsequent transition. Mr. Kulevich’s one-time award was granted in the same equity vehicles and weightings as the annual long-term incentive awards described above. | | ** In recognition of Ms. Sanderson’s forfeiture of her 2024 long-term incentive award with her prior employer, the Compensation Committee determined that her 2024 long-term incentive target should represent a full year target rather than pro-rated based on her period of service with the Company. The award level reported for Ms. Sanderson excludes Ms. Sanderson’s sign-on and buy-out PSU and RSU awards, which are described further below. |

  96. Advisory Vote to Approve Named Executive Officer Compensation

    | 2022-2024 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 | | $35.48 | 115.0% | $3,740.5 | 115.0% | | Target | 100 | | $30.85 | 100.0% | $3,252.7(4) | 100.0% | | Threshold | 50 | %(3) | $27.67 | 89.7% | $2,764.8 | 85.0% |

  97. Advisory Vote to Approve Named Executive Officer Compensation

    | (1) Under the terms of the 2022 PSU agreements, adjusted EPS and adjusted FCF were each weighted equally and calculated as described above with respect to the 2024 PSU awards. | | (2) Payouts are determined for adjusted EPS and adjusted FCF 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 $3,155.1 million to $3,350.2 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. |

  98. Advisory Vote to Approve Named Executive Officer Compensation

    For the 2022-2024 performance period, the Company achieved cumulative adjusted EPS and cumulative adjusted FCF of $29.42 and $3,947.2 million, respectively, resulting in the vesting level for the 2022 PSU awards at 140.71% of target. The table below sets forth the target number of 2022 PSUs and the number of shares earned based on actual performance during the 2022-2024 performance period:

  99. Advisory Vote to Approve Named Executive Officer Compensation

    | Named Executive Officer | 2022 Target PSUs (#) | Shares Earned under 2022 PSUs (#)(1) | | Christine A. Leahy | 20,432 | 28,750 | | Albert J. Miralles | 6,421 | 9,035 | | Sona Chawla | 8,319 | 11,706 | | Frederick J. Kulevich | 4,524 | 6,366 | | Katherine E. Sanderson | — | — | | Christina M. Corley | 8,319 | 11,706 |

  100. Advisory Vote to Approve Named Executive Officer Compensation

    Other Benefits Our NEOs participate in our corporate-wide benefit programs. Our NEOs are offered benefits that generally are commensurate with the benefits provided to all of our full-time coworkers, which includes participation in our qualified defined contribution plan. The Company also maintains an executive health program for members of the Company’s executive committee, including each of the NEOs, pursuant to which the NEOs are each eligible to receive an executive physical exam. The Compensation Committee believes that providing executive physical exams is in the interests of the Company and its stockholders and, as in the case of the NQDC Plan, supports the Company’s compensation objectives of attracting and retaining talent. On occasion, the Compensation Committee may provide an NEO with additional benefits beyond the corporate-wide programs when deemed necessary to support its compensation philosophy and objectives. Accordingly, Ms. Sanderson is entitled to a payment of $250,000 to help defray the cost of commuting as part of her relocation to the Company’s headquarters, subject to pro-rata repayment in the event Ms. Sanderson terminates her employment voluntarily or is terminated by the Company for cause during an expected two-year commuting period. In addition, Ms. Sanderson will receive standard executive relocation benefits consistent with Company policy. Clawback Provisions The Company maintains a clawback policy designed to comply with the requirements of the Nasdaq listing standards implementing the clawback rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act. In general, this policy requires the Company to recoup from certain current and former executive officers of the Company erroneously-awarded incentive-based compensation in the event of certain required accounting restatements, regardless of any misconduct or fault on the part of the executive officer. In addition, the Company’s RSU, PSU and stock option award agreements include clawback provisions allowing the Company to clawback award proceeds in the event the NEO violates restrictive covenants relating to noncompetition, nonsolicitation and confidentiality. Stock Ownership Guidelines The Compensation Committee believes that, in order to more closely align the interests of executives with the interests of the Company’s other stockholders, all executives should maintain a minimum level of equity interests in the Company’s common stock. Until this minimum level is met, an executive officer is required to retain 50% of the after-tax shares acquired upon exercise of stock options and vesting of performance shares/units and restricted shares/units. The charts below show the salary multiple guidelines and the equity holdings that count towards these guidelines. As of the record date, all of our continuing NEOs were in compliance with the Company’s stock ownership guidelines.

  101. Advisory Vote to Approve Named Executive Officer Compensation

    | WHAT COUNTS TOWARD THE GUIDELINE | | WHAT DOES NOT COUNT TOWARD THE GUIDELINE | | | | Shares owned by the executive, immediate family or executive trust | | Vested and unvested stock options | | | Shares owned through the Company’s Coworker Stock Purchase Plan | | Unvested RSUs and PSUs |

  102. Advisory Vote to Approve Named Executive Officer Compensation

    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 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:

  103. Advisory Vote to Approve Named Executive Officer Compensation

    During 2024, the Compensation Committee utilized the peer group set forth below, which was the same peer group that was utilized for evaluating 2023 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 2024 compensation decisions with respect to the NEOs.

  104. Advisory Vote to Approve Named Executive Officer Compensation

    | | 2024 COMPENSATION PEER GROUP Accenture plc Arrow Electronics, Inc. Avnet, Inc. Best Buy Co., Inc. CGI Group Inc. Cognizant Technology Solutions Corporation DXC Technology Corporation Flex Ltd. Genuine Parts Company Henry Schein, Inc. Hewlett Packard Enterprise Company Insight Enterprises, Inc. Jabil Inc. LKQ Corporation TD SYNNEX Corporation W.W. Grainger, Inc. WESCO International, Inc. | | | | | |

  105. Advisory Vote to Approve Named Executive Officer Compensation

    During 2024, the Compensation Consultant presented, and the Compensation Committee approved, a revised peer group to be evaluating 2025 compensation decisions in order to align the Company closer to the median in terms of market capitalization as compared to the peer group. The revised peer group consists of the same peer group that was used to evaluate 2024 compensation decisions, but with (i) the removal of DXC Technology Corporation and Best Buy Co., Inc., and (ii) the inclusion of International Business Machines Corporation. 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. The survey data is presented on an aggregate basis and 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 2024 compensation decisions, 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 2024 compensation decisions. For purposes of this CD&A, the peer group data and compensation survey data are collectively referred to as “market data.”

  106. Compensation Committee Report

    | 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 | 2024 | 1,039,615 | - | 7,200,151 | 1,800,030 | - | 11,782 | 10,051,578 | | | 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 | | Albert J. Miralles Chief Financial Officer and Executive Vice President, Enterprise Business Operations | 2024 | 665,846 | - | 2,403,923 | 601,034 | - | 11,439 | 3,682,242 | | | 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 | | Sona Chawla Chief Growth and Innovation Officer and Executive Vice President | 2024 | 686,885 | - | 2,651,855 | 662,995 | - | 9,430 | 4,011,165 | | | 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 | | Frederick J. Kulevich Chief Legal Officer, Executive Vice President, Risk and Compliance, and Corporate Secretary | 2024 | 511,885 | 210,000 | 1,624,038 | 406,012 | - | 12,020 | 2,763,955 | | | 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 | | Katherine E. Sanderson Chief Human Resources Officer and Executive Vice President, Coworker Success | 2024 | 125,000 | 1,050,000 | 6,309,996 | 339,983 | - | 4,295 | 7,829,274 | | Christina M. Corley Former Chief Commercial and Operating Officer | 2024 | 686,885 | - | 2,651,855 | 662,995 | - | 11,465 | 4,013,200 | | | 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 |

  107. Compensation Committee Report

    | (1) As noted above, the terms of our outstanding equity awards include retirement vesting provisions and, as of December 31, 2024, 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, 2024, amounts related to the pro rata bonus have been excluded from this table and are reported in the 2024 Summary Compensation Table as 2024 compensation. | | (3) Represents the value of the continued vesting of the 2024, 2023 and 2022 stock option awards and the 2024 RSUs and the pro rata vesting of the 2024 and 2023 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 $174.04 on December 31, 2024. Excluded from this column are the 2022 PSUs that vested based upon Company performance and continued service of the NEO through December 31, 2024 and which are reflected in the 2024 Option Exercises and Stock Vested Table. |