DEF 14A of CDW Corp
Filed Apr 10, 2026 · FY20250001308179-26-000251
ATTENDING THE VIRTUAL ANNUAL MEETING
| 2025 Executive Compensation | 48 | | 2025 Summary Compensation Table | 48 | | 2025 Grants of Plan-Based Awards Table | 49 | | 2025 Outstanding Equity Awards at Fiscal Year-End Table | 50 | | 2025 Option Exercises and Stock Vested Table | 52 | | 2025 Nonqualified Deferred Compensation Table | 52 | | 2025 Potential Payments Upon Termination or Change in Control | 53 | | Pay Ratio | 57 | | Pay Versus Performance | 57 | | Policies and Practices Related to the Timing of Grants of Certain Equity Awards | 63 | | Equity Compensation Plan Information | 63 | | PROPOSAL 3—Ratification of Selection of Independent Registered Public Accounting Firm | 64 | | Engagement of Independent Registered Public Accounting Firm | 64 | | Fees Paid to EY | 65 | | Audit Committee Approval Policies and Procedures | 65 | | Audit Committee Report | 66 | | PROPOSAL 4—Approval of Amendment to the Company’s Certificate of Incorporation to Permit Stockholder Action by Written Consent | 67 | | The Proposed Written Consent Amendment | 67 | | Key Provisions of the Proposed Written Consent Amendment | 68 | | Purpose and Effect of the Proposed Written Consent Amendment | 69 | | Related Bylaw Amendment | 69 | | Additional Information | 69 | | PROPOSAL 5—Stockholder Proposal Regarding Independent Board Chair Requirements | 70 | | Stockholder Proposal | 70 | | Board of Directors’ Statement in Opposition to the Proposal | 71 | | Frequently Asked Questions Concerning the Annual Meeting | 73 | | Additional Company Information | 76 | | Stockholder Proposals for the 2027 Annual Meeting | 77 | | Appendix A—Non-GAAP Financial Measure Reconciliations | 78 | | Appendix B—Forward-Looking Statements | 80 | | Appendix C—Eighth Amended and Restated Certificate of Incorporation of CDW Corporation | 81 |
Election of Directors
Election of Directors Under our Certificate of Incorporation, the number of Board members is set from time to time by the Board. Our Board presently consists of eleven directors. Ms. Zarcone is not standing for reelection at the Annual Meeting and her service will end immediately prior to the Annual Meeting pursuant to our 15-year term limit policy. Mr. Mehrotra also is not standing for reelection at the Annual Meeting and his service on our Board will end immediately prior to the Annual Meeting. We thank Ms. Zarcone and Mr. Mehrotra for their service to the Company. The Board has decreased the size of the Board to nine directors immediately prior to the Annual Meeting. The terms of all of our directors expire on the date of the 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 2027 Annual Meeting of Stockholders must be received no earlier than January 21, 2027, and no later than February 20, 2027. See “Stockholder Proposals for the 2027 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 11, 2026, and no later than December 11, 2026. See “Stockholder Proposals for the 2027 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:
Election of Directors
| ● | Principal employment, occupation, or association involving an active leadership role; | | ● | Qualifications, attributes, skills, and 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; and | | ● | Personal qualities, including strength of character, maturity of thought process and judgment, values, and ability to work collegially. |
Election of Directors
| | 2026 Proxy Statement | 21 |
Election of Directors
Director Nominee 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 — 2026 Nominees for Election to the Board of Directors” in this proxy statement.
Election of Directors
| | 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 | | | | | | | | 10 | | White | F | | Bell | | | | | | | | 11 | | Black | M | | Clarizio | | | | | | | | 10 | | White | F | | Foxx | | | | | | | | 5 | | Black | M | | Grier | | | | | | | | 3 | | White | F | | Jones | | | | | | | | 3 | | Black | M | | Leahy | | | | | | | | 7 | | White | F | | Nelms | | | | | | | | 12 | | White | M | | Swedish | | | | | | | | 11 | | White | M | | Total | 9 | 9 | 7 | 8 | 9 | 9 | 7 | | | | |
Election of Directors
| 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 global workforce and building a high performance culture | | Government and Regulatory | Government service or extensive interactions with the government and government agencies |
Election of Directors
| 22 | 2026 Proxy Statement | |
Election of Directors
2026 Nominees for Election to the Board of Directors Each of the nine 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. If elected, each of the director nominees is expected to serve for a term expiring at the 2027 Annual Meeting of Stockholders, subject to the election and qualification of their 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.
Election of Directors
| | PROPOSAL 1: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES FOR ELECTION AS DIRECTORS. |
Election of Directors
| VIRGINIA C. ADDICOTT | Audit and Nominating and Corporate Governance Committees |
Election of Directors
| INDEPENDENT Director since: 2016 Age 62 | 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 ● Chair, Board of Directors, Student Transportation of America ● Chair, Board of Directors, Akron Children’s Hospital ● Board of Trustees, Kent State University Key Skills and Qualifications: ● Senior Leadership ● Public Company Board Service ● Global ● Technology Innovation ● Finance, Accounting & Risk Management ● People and Culture |
Election of Directors
| JAMES A. BELL | Compensation and Nominating and Corporate Governance (Chair) Committees |
Election of Directors
| LEAD INDEPENDENT DIRECTOR Director since: 2015 Age 77 | 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 |
Election of Directors
| | 2026 Proxy Statement | 23 |
Election of Directors
| LYNDA M. CLARIZIO | Compensation and Nominating and Corporate Governance Committees |
Election of Directors
| INDEPENDENT Director since: 2015 Age 65 | 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 US 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. Former Public Company Directorships (within the past 5 years): ● Taboola.com Ltd. ● Intertek Group plc Selected Directorships and Positions: ● Board of Directors, Simpli.fi Holdings, Inc. ● Board of Directors, Cambri Oy ● Co-Chair, 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 |
Election of Directors
| ANTHONY R. FOXX | Compensation and Nominating and Corporate Governance Committees |
Election of Directors
| INDEPENDENT Director since: 2021 Age 54 | Mr. Foxx is the Emma Bloomberg Professor of the Practice of Public Policy and Faculty 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 US 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 |
Election of Directors
| 24 | 2026 Proxy Statement | |
Election of Directors
| KELLY J. GRIER | Audit (Chair) and Nominating and Corporate Governance Committees |
Election of Directors
| INDEPENDENT Director since: 2023 Age 56 | Ms. Grier is the former US 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 US 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. ● AT&T 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 Key Skills and Qualifications: ● Senior Leadership ● Public Company Board Service ● Global ● Technology Innovation ● Finance, Accounting & Risk Management ● People and Culture ● Government and Regulatory |
Election of Directors
| MARC E. JONES | Compensation and Nominating and Corporate Governance Committees |
Election of Directors
| INDEPENDENT Director since: 2023 Age 67 | Mr. Jones serves as the Chairman and Chief Executive Officer Emeritus 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 CEO Emeritus of Aeris since August 1, 2025. From January 2025 until August 2025, he served as co-CEO of Aeris. 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 ● Board of Directors, Stanford Health Care ● 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 |
Election of Directors
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Election of Directors
| CHRISTINE A. LEAHY |
Election of Directors
| CHAIR Director since: 2019 Age 61 | 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 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 |
Election of Directors
| DAVID W. NELMS | Audit and Nominating and Corporate Governance Committees |
Election of Directors
| INDEPENDENT Director since: 2014 Age 65 | 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, Inc., 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 |
Election of Directors
| 26 | 2026 Proxy Statement | |
Election of Directors
| JOSEPH R. SWEDISH | Compensation and Nominating and Corporate Governance Committees |
Election of Directors
| INDEPENDENT Director since: 2015 Age 74 | 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 |
Election of Directors
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Director Compensation
Director Compensation Elements of Director Compensation The elements of our 2025 director compensation program for non-employee directors are set forth below. Our Nominating and Corporate Governance Committee, in consultation with our Compensation Committee, annually reviews the design and competitiveness of our non-employee director compensation program. The Nominating and Corporate Governance Committee considers input from the Compensation Committee’s independent compensation consultant and market data for our peer group of companies used for determining executive compensation. Based on such review, the 2025 director compensation program was adjusted as compared to 2024 to increase the annual equity retainer for both Board and Lead Independent Director service by $10,000 and the Audit Committee Chair retainer by $5,000. Christine A. Leahy, our Chair, President, and Chief Executive Officer did not receive any additional compensation for serving as a director during 2025. Please see the “2025 Summary Compensation Table” for the compensation received by Ms. Leahy with respect to 2025.
Director Compensation
| 2025 Director Compensation Program | | | | Annual Committee Chair Retainers ● $25,000 Audit Committee Chair Retainer ● $20,000 Compensation Committee Chair Retainer ● $15,000 Nominating and Corporate Governance Retainer Annual Lead Independent Director Equity Award ● $45,000 Annual Restricted Stock Unit Award Target Value |
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. Beginning in 2025, Board members may elect to receive retainers in the form of fully vested restricted stock units (“RSUs”) in lieu of cash, which are granted quarterly in arrears at the same time as the payment of the cash retainers. Additionally, 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 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, with the prorated award vesting 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 recommending any proposed changes to the Board.
Director Compensation
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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.
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 |
Director Compensation
2025 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, 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Virginia C. Addicott | 112,500 | 187,433 | 299,933 | | James A. Bell(4) | 126,443 | 232,426 | 358,869 | | Lynda M. Clarizio | 112,500 | 187,433 | 299,933 | | Anthony R. Foxx | 112,500 | 187,433 | 299,933 | | Kelly J. Grier | 133,076 | 187,433 | 320,509 | | Marc E. Jones | 112,500 | 187,433 | 299,933 | | Sanjay Mehrotra | 132,500 | 187,433 | 319,933 | | David W. Nelms(5) | 117,981 | 161,407 | 279,388 | | Joseph R. Swedish | 112,500 | 159,356 | 271,856 | | Donna F. Zarcone | 112,500 | 187,433 | 299,933 |
Director Compensation
| (1) Each of Mr. Nelms and Mr. Swedish elected to receive their 2025 annual retainer in the form of RSUs in lieu of cash, as described under the heading “Elements of Director Compensation” above. This column reflects the fees earned which were issued in RSUs in lieu of cash, with Mr. Nelms and Mr. Swedish receiving 761 and 717 RSUs, respectively. | | (2) The amounts reported represent the grant date fair value of RSUs granted in 2025, 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”). | | (3) The following table summarizes outstanding stock awards held by each above director on December 31, 2025, including RSUs on which settlement has been deferred and RSUs acquired through the deemed reinvestment of dividend equivalents: |
Director Compensation
| Name | RSUs Outstanding (#) | | Virginia C. Addicott | 16,796 | | James A. Bell | 20,537 | | Lynda M. Clarizio | 1,102 | | Anthony R. Foxx | 5,051 | | Kelly J. Grier | 1,102 | | Marc E. Jones | 2,858 | | Sanjay Mehrotra | 2,192 | | David W. Nelms | 27,546 | | Joseph R. Swedish | 4,477 | | Donna F. Zarcone | 14,128 |
Director Compensation
| (4) Mr. Bell was appointed Lead Independent Director in March 2025. | | (5) Mr. Nelms served as our Lead Independent Director until March 2025. |
Director Compensation
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2025 Executive Compensation Program Updates
| ● | Introduced a strategic objectives component into the SMIP, weighted 25% and tied to performance under an integrated scorecard centered around our strategic operating plan. This change was made to enhance the focus on our strategic priorities, including the execution of our transformation initiatives and achievements that are directly tied to sustainable growth in stockholder value. | | ● | Revised the mix of long-term incentives to better balance performance and talent retention by weighting PSUs and RSUs 60% and 40%, respectively. This change was made to align with market trends and enhance the retentive design of the program. | | ● | Increased the long-term incentive target awards for each of the NEOs serving at the time of the March 2025 grants to retain the talent necessary to lead and execute on our transformation initiatives and further align with stockholders. |
2025 Pay Summary
| NEO | Base Salary | 2025 SMIP Target | Target LTI* | Target Total Direct Compensation | | Christine A. Leahy | $1,080,000 | $2,160,000 | $11,760,000 | $15,000,000 | | Albert J. Miralles | $705,000 | $880,000 | $4,800,000 | $6,385,000 | | Elizabeth H. Connelly | $615,000 | $738,000 | $3,825,000 | $5,178,000 | | Mukesh Kumar | $650,000 | $780,000 | $2,270,000 | $3,700,000 | | Sona Chawla | $700,000 | $875,000 | $3,500,000 | $5,075,000 |
2025 Pay Summary
Illustrating our pay-for-performance philosophy, based on performance against the pre-established goals for our 2025 SMIP and 2023 PSUs, (i) the SMIP payout percentage for the NEOs was 100.12% of their 2025 SMIP targets and (ii) the 2023 PSUs vested at 70.8% of target:
Target Compensation Mix
| | What We Do | | ● | Significant percentage of target direct annual compensation is variable and tied to the achievement of pre-established financial performance goals and stock price 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 |
Target Compensation Mix
| | What We Don’t Do | | ● | No 280G tax gross-up payments | | ● | No enhanced severance multiple upon a change in control | | ● | No excessive severance benefits | | ● | No dividends or dividend equivalents on unearned equity awards under our long-term incentive plan | | ● | No repricing of underwater stock options under our long-term incentive plan without stockholder approval | | ● | No hedging, pledging, or short sales of our securities |
Target Compensation Mix
Specifically, the compensation levels and mix for Mr. Kumar were determined in connection with his commencement of employment with the Company, with specific consideration given to the compensation received from his prior employer and the level of compensation viewed as necessary to induce him to join the Company, including one-time cash and equity incentive awards. Please see “Other Elements of Our 2025 Executive Compensation Program - Employment Agreements” for further information regarding the terms of his offer of employment. In addition, a majority of our NEOs’ total target direct compensation and the vast majority of the 2025 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 modest increases in their annual target cash compensation and increases in their target long-term incentive award values as compared to 2024 to place greater emphasis on the Company’s long-term performance, enhance talent retention, and further strengthen the alignment between management and investors. After reviewing the long-term incentive vehicle mix within the competitive market, in 2025, the Compensation Committee delivered long-term incentive vehicles in the form of PSUs and RSUs, weighted 60% and 40%, respectively. The 2025 long-term incentive mix represents a design change as compared to 2024 with the elimination of stock options as a component in our long-term incentive compensation program. This change was made to align with market trends and enhance the retentive design of the program. 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 PSUs. PSUs have value if and only to the extent that the pre-established quantitative performance metrics are achieved.
Target Compensation Mix
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 Company’s Senior Management Incentive Plan (“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 2025 were determined based on the factors described above under “2025 Executive Compensation Decisions.” 2025 SMIP Pay for Performance Alignment Each year, the Compensation Committee undertakes a rigorous review and analysis to establish a SMIP design that requires above comparable market performance. When designing the 2025 SMIP, the Compensation Committee, after a review of market practices and considering input from its independent compensation consultant, made certain modifications to the SMIP design as compared to the 2024 SMIP design to include a strategic objectives component weighted at 25% of the overall SMIP opportunity. The strategic objectives component is intended to incentivize and reward actions that further stockholder value creation, but which may not be measurable in the Company’s annual performance under the financial component of the SMIP, and allows the Compensation Committee to evaluate and measure NEO performance as a group with respect to key strategic performance items.
Target Compensation Mix
| ● | The Compensation Committee chose non-GAAP operating income (weighted at 75%) and achievement of specified strategic objectives (weighted at 25%) as the 2025 SMIP performance goals, as compared to non-GAAP operating income (weighted at 100%) and a market share governor under the 2024 SMIP design. | | ● | The non-GAAP operating income performance goal was set at $1,989.0 million, which was based on the Company’s operating plan and exceeds the Company’s 2024 non-GAAP operating income results. Factors considered by the Compensation Committee in establishing the non-GAAP operating income performance levels included US IT market growth rate 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 were set. When establishing the non-GAAP operating income performance goal 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. | | ● | As described further below, for the strategic objectives component, the Compensation Committee approved an integrated scorecard, which was based on our confidential strategic operating plan. The scorecard centered around three key themes tied to our strategic operating plan, including Accelerate Strategic Services & Solutions, Amplify our Go-To-Market Capabilities, and Enable our Transformation. Each theme included three specific strategic objectives, within which were supporting key performance indicators (“KPIs”). Payout on the integrated scorecard considered achievement on the nine strategic objectives and the specific KPIs underneath each objective. We designed the integrated scorecard to include challenging but achievable goals, with maximum payout requiring stretch performance. | | ● | Formulaic payout range from 0% to 200% of target awards for performance against the non-GAAP operating income performance goal and the achievement of the strategic objectives. In addition, a performance modifier allows an increase or decrease of up to 15% of the participant’s bonus target based on performance-related factors, subject to the overall maximum payout of 200% of target. |
Target Compensation Mix
| | Non-GAAP Operating Income performance goal(1) | | | | Payout opportunity(2) | Payout (% of target) | Non-GAAP Operating Income (in millions) | % attainment of performance goal | | Maximum | 200% | $2,187.9 | 110% | | Non-GAAP Operating Income Target | 100% | $1,989.0 | 100% | | Threshold | 25% | $1,790.1 | 90% |
Target Compensation Mix
2025 SMIP Results and Payouts Based on the methodology described above, our 2025 non-GAAP operating income measured for SMIP purposes was $1,988.2 million, which was 99.95% of target for the non-GAAP operating income component of the SMIP. Based on the extent of achievement of the nine strategic objectives and underlying KPIs under the SMIP integrated scorecard, the Compensation Committee approved a 101.17% payout on the strategic objectives component of the 2025 SMIP. With respect to the strategic objectives component, the achievements included, among other items, year-over-year growth in our strategic capabilities, execution of a new sales model to support our go-to-market capabilities, market share gains, and the development and retention of key talent deemed necessary to support our transformation. Based on performance with respect to the non-GAAP operating income and strategic objectives components of the 2025 SMIP, the Compensation Committee determined that the SMIP payout percentage for the NEOs was 100.12% of their 2025 SMIP targets. No adjustments were made using the +/- 15% individual performance modifier. The table below sets forth the 2025 SMIP bonus targets and resulting payout levels for each of our NEOs based upon 2025 performance.
Target Compensation Mix
| Named Executive Officer | SMIP Bonus Target | 2025 SMIP Payout | | Christine A. Leahy | $2,160,000 | $2,162,592 | | Albert J. Miralles | $880,000 | $881,056 | | Elizabeth H. Connelly | $738,000 | $738,886 | | Mukesh Kumar | $780,000 | $780,936 | | Sona Chawla | $875,000 | $876,050 |
Target Compensation Mix
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. The Compensation Committee’s objectives for the 2025 long-term incentive awards were to:
Target Compensation Mix
| ● | 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. |
Target Compensation Mix
For 2025, the annual long-term incentive grant was delivered in the form of PSUs and RSUs, with the following key elements to drive Company performance and align with stockholder interests:
Target Compensation Mix
| PSUs | ● | 60% of target long-term incentive opportunity | | | ● | 2025-2027 performance period with 0% - 200% payout curve (threshold payout of 25% of target) | | | ● | Eligible to 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 | | RSUs | ● | 40% of target long-term incentive opportunity | | | ● | Value fluctuates based on CDW’s stock price | | | ● | Eligible to vest in 1/3 annual increments |
Target Compensation Mix
2025 Long-Term Incentive Program Pay for Performance Alignment For 2025, the Company’s long-term incentive program was entirely at-risk as the values of the awards fluctuate based on our stock price performance. In addition, more than a majority of the annual long-term incentive awards were delivered in the form of PSUs, which 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 provided to foster balance to help 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.
Target Compensation Mix
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 metrics (non-GAAP operating income and strategic objectives). By including interest and taxes in both metrics and working capital in adjusted FCF, the Compensation Committee intends to provide a stronger linkage to longer-term growth in stockholder value. The Compensation Committee established the PSU performance goals to encourage strong, focused performance. Given the economic and market conditions at the time the targets were set, the target payout levels were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. Under the PSU agreements, adjusted EPS and adjusted FCF are generally calculated as follows:
Target Compensation Mix
| (1) The adjusted EPS performance goals and adjusted EPS results under the 2025 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 FCF 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. |
Target Compensation Mix
Setting Award Levels under 2025 Long-Term Incentive Program In determining the 2025 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 2025 award levels based on the factors described above under “2025 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 2025 long-term incentive program, which was delivered 60% in PSUs and 40% in RSUs:
Target Compensation Mix
| * The award level reported for Mr. Kumar excludes Mr. Kumar’s sign-on RSU award, which is described further below. |
2023-2025 PERFORMANCE GOALS(1)
2023-2025 PERFORMANCE GOALS(1)
2023-2025 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 | | $39.66 | 115.0% | $4,029.6 | 115.0% | | Target | 100 | | $34.49 | 100.0% | $3,504.0(4) | 100.0% | | Threshold | 50 | %(3) | $30.94 | 89.7% | $2,978.4 | 85.0% |
2023-2025 PERFORMANCE GOALS(1)
| (1) Under the terms of the 2023 PSU agreements, adjusted EPS and adjusted FCF were each weighted equally and calculated as described above with respect to the 2025 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 $3,398.9 million to $3,609.1 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. |
2023-2025 PERFORMANCE GOALS(1)
For the 2023-2025 performance period, the Company achieved cumulative adjusted EPS and cumulative adjusted FCF of $29.41 and $3,783.9 million, respectively, resulting in the 2023 PSU awards vesting at 70.8% of target. This result illustrates our pay-for-performance philosophy actively reflected in executive pay delivery. The table below sets forth the target number of 2023 PSUs and the number of shares earned based on actual performance during the 2023-2025 performance period:
2023-2025 PERFORMANCE GOALS(1)
| Named Executive Officer | 2023 Target PSUs (#) | Shares Earned under 2023 PSUs (#)(1) | | Christine A. Leahy | 18,813 | 13,320 | | Albert J. Miralles | 5,679 | 4,021 | | Elizabeth H. Connelly | 2,834 | 2,006 | | Mukesh Kumar | — | — | | Sona Chawla | 7,055 | 4,995 |
2023-2025 PERFORMANCE GOALS(1)
| (1) Pursuant to the terms of the award agreements, participants are eligible to receive dividend equivalents with respect to dividends paid prior to the settlement of the award. The earned shares reported in this table do not include additional shares acquired through the deemed reinvestment of dividend equivalents prior to settlement of the award. The earned shares, including shares acquired through the deemed reinvestment of dividends through December 31, 2025, are reported in the 2025 Option Exercises and Stock Vested Table. PSU award recipients receive fractional shares upon settlement; however, for purposes of this table, share numbers have been rounded to the nearest whole share. |
2023-2025 PERFORMANCE GOALS(1)
| 42 | 2026 Proxy Statement | |
2023-2025 PERFORMANCE GOALS(1)
Other Elements of Our 2025 Executive Compensation Program Employment Arrangements The Company generally executes an offer of employment before an executive joins the Company. This offer describes the basic terms of the executive’s employment, including their initial base salary, SMIP target, long-term incentive award target, and entitlement to receive a compensation protection agreement (the “Compensation Protection Agreement”), as further described below. The terms of the executive’s employment are based thereafter on sustained good performance and the executive’s Compensation Protection Agreement. The terms of the offer letter are determined after considering the compensation levels paid to similarly situated executive officers at the Company, the criticality of the role, the competitive median of the market data to provide a perspective on external practices, input from the Compensation Committee’s independent compensation consultant, compensation levels at the executive’s prior employer (including any forfeited compensation), and the compensation deemed necessary to induce the executive to join the Company. In June 2025, the Company extended an offer of employment to Mr. Kumar, which outlined the initial terms of Mr. Kumar’s employment as described above. As an inducement for Mr. Kumar to accept his offer to join us, the offer letter also provided for a cash sign-on bonus in the amount of $300,000, which is subject to repayment if Mr. Kumar voluntarily terminates his employment or the Company terminates his employment for cause, in each case, within one year of his start date, as well as a one-time sign-on RSU award with a grant date value of $750,000 and vesting in three annual installments. In October 2025, Ms. Chawla and the Company entered into a consulting letter agreement, pursuant to which Ms. Chawla retired as Chief Growth and Innovation Officer and Executive Vice President of the Company, effective December 31, 2025, and agreed to remain available to the Company to provide consulting services from January 1, 2026, through April 9, 2026 (the “Consulting Period”). During the Consulting Period, Ms. Chawla’s outstanding equity awards continued to vest in accordance with their terms, with such awards eligible for retirement vesting treatment upon the expiration of the Consulting Period due to her satisfaction of the age and service requirements for retirement vesting treatment, and she did not receive any other consulting compensation from the Company. The consulting letter agreement further provided that, as of January 1, 2026, Ms. Chawla would not be entitled to any benefits under the Compensation Protection Agreement, other than continued access to the Company’s medical plan benefits pursuant to the terms of her Compensation Protection Agreement. Severance Arrangements During 2025, each of the NEOs was subject to a Compensation Protection Agreement that provided for severance benefits upon certain qualifying terminations of employment with the Company. The Compensation Committee believes that these severance benefits: (1) help secure the continued employment and dedication of our NEOs; (2) enhance the Company’s value to a potential acquirer because our NEOs have noncompetition, nonsolicitation, and confidentiality provisions that apply after any termination of employment, including after a change in control of the Company; and (3) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management. Consistent with market best practices, the Compensation Protection Agreements do not include change in control-related tax gross-ups and are for a three-year fixed term, with certain term extensions in the event of a “potential change in control” or “change in control” during the term. In 2025, the Company entered into Compensation Protection Agreements with each of the continuing NEOs, effective as of January 1, 2026 (for each NEO other than Mr. Kumar, with Mr. Kumar’s Compensation Protection Agreement effective August 4, 2025), which, if applicable, replaced the NEO’s prior Compensation Protection Agreement that was scheduled to expire on January 1, 2026. Consistent with past practices, such Compensation Protection Agreements have a three year term. In addition, after a review of market practices and considering the input of the Compensation Committee’s independent compensation consultant, the Company’s form of Compensation Protection Agreement was updated to modify the definition of annual bonus used in the severance calculation as well as the pro-rated bonus for the year of termination from the NEO’s annual bonus based on actual performance for the applicable year to the target annual bonus established for the applicable NEO. Additional information regarding the Compensation Protection Agreements with each of our NEOs, including, with respect to each of our NEOs, other than Ms. Chawla, a quantification of benefits that would have been received by each such NEO had their employment terminated on December 31, 2025, is provided under “2025 Potential Payments upon Termination or Change in Control.”
2023-2025 PERFORMANCE GOALS(1)
| | 2026 Proxy Statement | 43 |
2023-2025 PERFORMANCE GOALS(1)
Nonqualified Deferred Compensation Plan The Company maintains the CDW LLC Nonqualified Deferred Compensation Plan (the “NQDC Plan”), which allows coworkers who meet the plan eligibility requirements, including the NEOs, to elect to defer the receipt of a portion of their base salaries and bonuses. The NQDC Plan permits the crediting by the employer of additional amounts to the deferral accounts of participants, although no such additional contributions were made for 2025. The Compensation Committee believes that the NQDC Plan supports the Company’s compensation objectives of attracting and retaining talent. Consistent with our performance-based culture, we do not offer a service-based defined benefit pension plan to our coworkers. Additional information regarding the NQDC Plan is provided under “2025 Nonqualified Deferred 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 NEO, 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. 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 PSUs and RSUs. 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.
2023-2025 PERFORMANCE GOALS(1)
| Named Executive Officer | Guideline | | Chair, President, and Chief Executive Officer | 6x salary | | Other Executive Officers | 3x salary |
2023-2025 PERFORMANCE GOALS(1)
| WHAT COUNTS TOWARD THE GUIDELINE | | WHAT DOES NOT COUNT TOWARD THE GUIDELINE | | | | Shares owned by the executive, immediate family, or executive trust | | Stock options | | | Shares owned through the Company’s Coworker Stock Purchase Plan | | Unvested RSUs and PSUs |
2023-2025 PERFORMANCE GOALS(1)
Hedging, Short Sales, and Pledging Policies Our executive officers are prohibited from hedging, pledging, and short sales transactions with respect to our securities. For a further description of these policies, please see “Corporate Governance - Insider Trading Policies.”
2023-2025 PERFORMANCE GOALS(1)
| 44 | 2026 Proxy Statement | |
2023-2025 PERFORMANCE GOALS(1)
How We Make Executive Compensation Decisions Our Executive Compensation Philosophies and Objectives The Compensation Committee believes that our executive compensation program should reward actions and behaviors that drive sustained meaningful profitable growth and stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses heavily on variable, performance-based incentives that create a balanced focus on our short-term and long-term strategic and financial goals. The Compensation Committee’s goal has been to implement an executive compensation program that continues to drive above-market results and that is built upon our long-standing executive compensation philosophies and objectives, as outlined below, which we believe have been key contributors to our long-term success:
2023-2025 PERFORMANCE GOALS(1)
| Sustained Meaningful Profitable Growth and Stockholder Value Creation | | | | | | | | Pay-for-Performance A significant percentage of an executive’s compensation should be directly aligned with Company performance, with a balance between short-term and long-term performance. | Align with Stockholder Interests Executives’ interests should be aligned with stockholder interests through the risks and rewards of CDW equity ownership. | Attract and Retain the Right Talent Executive compensation should be market-competitive in order to attract and retain highly motivated talent with a performance- and service-driven mindset. |
2023-2025 PERFORMANCE GOALS(1)
Role of the Board, Compensation Committee, and our Executive Officers The Compensation Committee is responsible for determining the compensation of our Chair, President, and Chief Executive Officer and each of our other executive officers. In setting the compensation of our Chair, President, and Chief Executive Officer, the Compensation Committee takes into account the Nominating and Corporate Governance Committee’s review of our Chair, President, and Chief Executive Officer’s performance. In setting the compensation of our other executive officers, the Compensation Committee takes into account our Chair, President,, and Chief Executive Officer’s review of each executive officer’s performance and her recommendations with respect to their compensation. The Compensation Committee’s responsibilities regarding executive compensation are further described in the “Corporate Governance” section of this proxy statement. Guidance from Independent Compensation Consultant Frederic W. Cook & Co., Inc. (“FW Cook” or the “Compensation Consultant”) provides executive compensation consulting services to the Compensation Committee. The Compensation Consultant informs the Compensation Committee on market trends, as well as regulatory issues and developments and how they may impact the Company’s executive compensation program. The Compensation Consultant also:
2023-2025 PERFORMANCE GOALS(1)
| ● | Advises on the design of the executive compensation program to help the Compensation Committee evaluate the linkage between pay and performance; | | ● | Reviews market data and advises the Compensation Committee regarding the compensation of the Company’s executive officers; and | | ● | Reviews and advises the Compensation Committee regarding the compensation program for the non-employee members of our Board. |
2023-2025 PERFORMANCE GOALS(1)
The Compensation Consultant is retained by and reports to the Compensation Committee and, at the request of the Compensation Committee, participates in committee meetings. Other than services provided to the Compensation Committee, the Compensation Consultant did not provide any services to the Company with respect to 2025. The Compensation Committee reviewed the independence of the Compensation Consultant under Nasdaq and SEC rules and concluded that the work of the Compensation Consultant has not raised any conflict of interest.
2023-2025 PERFORMANCE GOALS(1)
| | 2026 Proxy Statement | 45 |
2023-2025 PERFORMANCE GOALS(1)
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:
2023-2025 PERFORMANCE GOALS(1)
| | Similar size in terms of revenue or market capitalization | | Similar margins | | | Operates in a business-to-business distribution environment | | Comparable percentage of international sales | | | Similar customers (i.e., business, government, healthcare, and education) | | The Company is frequently identified as a peer by existing peer companies or by the leading proxy advisory firms | | | Services and solutions provider | | Identified by the Company as a strategy and talent peer |
2023-2025 PERFORMANCE GOALS(1)
The Compensation Committee considered peer group data in evaluating 2025 compensation decisions. The Compensation Committee revised the group used to evaluate 2024 compensation decisions to remove DXC Technology Corporation and Best Buy Co, Inc., and add International Business Machines Corporation. Based on data compiled by the Compensation Consultant at the time the peer group was approved, our revenues were between the 25th and 50th 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 2025 compensation decisions with respect to the NEOs.
2023-2025 PERFORMANCE GOALS(1)
| | 2025 COMPENSATION PEER GROUP Accenture plc Arrow Electronics, Inc. Avnet, Inc. CGI Group Inc. Cognizant Technology Solutions Corporation Flex Ltd. Genuine Parts Company Henry Schein, Inc. Hewlett Packard Enterprise Company Insight Enterprises, Inc. International Business Machines Corporation Jabil Inc. LKQ Corporation TD SYNNEX Corporation W.W. Grainger, Inc. WESCO International, Inc. | |
2023-2025 PERFORMANCE GOALS(1)
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 2025 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 2025 compensation decisions. For purposes of this CD&A, the peer group data and compensation survey data are collectively referred to as “market data.”
2023-2025 PERFORMANCE GOALS(1)
| 46 | 2026 Proxy Statement | |
Compensation Committee Report
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Christine A. Leahy Chair, President, and Chief Executive Officer | 2025 | 1,073,654 | - | 11,759,937 | - | 2,162,592 | 13,324 | 15,009,507 | | | 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 | | Albert J. Miralles Chief Financial Officer and Executive Vice President, Enterprise Business Operations | 2025 | 697,596 | - | 4,800,073 | - | 881,056 | 10,536 | 6,389,261 | | | 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 | | Elizabeth H. Connelly Chief Commercial Officer and Executive Vice President | 2025 | 611,827 | - | 3,824,939 | - | 738,886 | 14,502 | 5,190,154 | | Mukesh Kumar Chief Services and Solutions Officer and Executive Vice President | 2025 | 237,500 | 300,000 | 3,020,109 | - | 780,936 | 4,485 | 4,343,030 | | Sona Chawla Chief Growth and Innovation Officer and Executive Vice President | 2025 | 705,962 | - | 3,500,125 | - | 876,050 | 13,410 | 5,095,547 | | | 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 |
Compensation Committee Report
| (1) As noted above, the terms of our outstanding equity awards include retirement vesting provisions and, as of December 31, 2025, Mss. Leahy and Connelly 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, 2025, amounts related to the pro rata bonus have been excluded from this table and are reported in the 2025 Summary Compensation Table as 2025 compensation. | | (3) Represents the value of the continued vesting of the 2023 and 2024 stock option awards and the 2024 and 2025 RSUs and the pro rata vesting of the 2024 and 2025 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 $136.20 on December 31, 2025. Excluded from this column are the 2023 PSUs that vested based upon Company performance and continued service of the NEO through December 31, 2025, and which are reflected in the 2025 Option Exercises and Stock Vested Table. |
Audit Committee Report
| * Ms. Grier was appointed Chair of the Audit Committee on March 6, 2025. |