INSIGHT ENTERPRISES INC, DEF 14A filed on 4/3/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name INSIGHT ENTERPRISES, INC.
Entity Central Index Key 0000932696
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial
Fixed $100
Investment Based On:
Year
Summary
Compensation
Table for CEO($)(1)
Compensation
Actually Paid
to CEO(1)(3) ($)
Average
Summary
Compensation
Table Total for
Non-CEO Named Executive Officers ($)(2)
Average
Compensation
Actually Paid
to Other Named Executive Officers(2)(3) ($)
Cumulative
 TSR ($)
Peer Group Cumulative TSR(4)
 ($)
Net Earnings ($, in thousands)
Company Selected Measure -
Adjusted
Non-GAAP
ROIC(5)
20248,658,843 (3,178,281)2,358,193 (573,947)216.39 192.86 249,691 15.28 %
202310,693,722 21,050,619 3,991,384 7,306,108 252.08 154.93 281,309 17.27 %
20226,217,650 5,877,012 3,233,865 3,191,053 142.65 122.55 280,608 15.94 %
20216,638,325 10,466,880 2,212,425 3,158,776 151.66 152.67 219,345 14.01 %
20207,402,139 8,896,986 2,438,357 2,744,670 108.25 121.27 172,640 12.59 %
        
Company Selected Measure Name Adjusted non-GAAP ROIC        
Named Executive Officers, Footnote Joyce A. Mullen served as our CEO in 2024, 2023 and 2022 and Kenneth T. Lamneck was our CEO in 2021 and 2020. 2.For 2024 and 2023, our non-CEO Named Executive Officers were Glynis A. Bryan, Dee Burger, Adrian Gregory, and Samuel C. Cowley. For 2022, our non-CEO Named Executive Officers were Glynis A. Bryan, Dee Burger, James Morgado and Samuel C. Cowley. For 2021, our non-CEO Named Executive Officers were Glynis A. Bryan, Joyce A. Mullen, Emma de Sousa and Samuel C. Cowley. For 2020, our non-CEO Named Executive Officers were Glynis A. Bryan, Joyce A. Mullen, Wolfgang Ebermann and Samuel C. Cowley        
Peer Group Issuers, Footnote The Peer Group TSR set forth in this table utilizes an industry benchmark index, the Nasdaq US Benchmark Computer Hardware TR Index, which we also utilize in the stock performance graph required by Item 201(e) of SEC Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024.        
PEO Total Compensation Amount $ 8,658,843 $ 10,693,722 $ 6,217,650 $ 6,638,325 $ 7,402,139
PEO Actually Paid Compensation Amount $ (3,178,281) 21,050,619 5,877,012 10,466,880 8,896,986
Adjustment To PEO Compensation, Footnote For each of 2024, 2023, 2022, 2021 and 2020, the values included in this column for the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO Named Executive Officers have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the CEO or other Named Executive Officers. These amounts reflect the Summary Compensation Table Total with certain adjustments in accordance with Item 402(v) of Regulation S-K as described in the tables below.
CEOKenneth T. LamneckKenneth T. LamneckJoyce A. MullenJoyce A. MullenJoyce A. Mullen
Year20202021202220232024
Summary Compensation Table Total for CEO$7,402,139 $6,638,325 $6,217,650 $10,693,722 $8,658,843 
Equity values reported in SCT(3,750,011)(3,750,037)(3,258,530)(8,218,464)(6,902,996)
Fair value of equity compensation granted in current year - value at year end5,568,342 4,424,646 3,259,344 14,035,476 5,026,258 
Awards made in prior fiscal years that were unvested at the end of the current fiscal year, add/subtract change in fair value from end of prior fiscal year to end of current fiscal year525,631 2,555,090 (187,001)3,436,806 (2,840,216)
Awards made in prior fiscal years that vested during current fiscal year, add/subtract change in fair value from end of prior fiscal year to vesting date(849,115)598,856 (154,451)1,103,079 89,223 
Awards made in prior fiscal years that were forfeited during current fiscal years, subtract fair value of forfeited awards determined at the end of prior year
$— $— $— $— $(7,209,393)
Compensation Actually Paid to CEO$8,896,986 $10,466,880 $5,877,012 $21,050,619 $(3,178,281)
        
Non-PEO NEO Average Total Compensation Amount $ 2,358,193 3,991,384 3,233,865 2,212,425 2,438,357
Non-PEO NEO Average Compensation Actually Paid Amount $ (573,947) 7,306,108 3,191,053 3,158,776 2,744,670
Adjustment to Non-PEO NEO Compensation Footnote For each of 2024, 2023, 2022, 2021 and 2020, the values included in this column for the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO Named Executive Officers have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the CEO or other Named Executive Officers. These amounts reflect the Summary Compensation Table Total with certain adjustments in accordance with Item 402(v) of Regulation S-K as described in the tables below.
Average for Non-CEO NEOs20202021202220232024
Average SCT Total for Non-CEO NEOs$2,438,357 $2,212,425 $3,233,865 $3,991,384 $2,358,193 
Equity values reported in SCT(1,337,538)(1,112,583)(1,892,846)(2,464,121)(1,393,010)
Fair value of equity compensation granted in current year - value at year end1,694,772 1,251,910 1,957,516 4,074,844 1,004,538 
Awards made in prior fiscal years that were unvested at the end of the current fiscal year, add/subtract change in fair value from end of prior fiscal year to end of current fiscal year125,750 596,432 (55,134)1,323,977 (883,107)
Awards made in prior fiscal years that vested during current fiscal year, add/subtract change in fair value from end of prior fiscal year to vesting date(176,671)210,592 (52,348)380,024 104,356 
Awards made in prior fiscal years that were forfeited during current fiscal years, subtract fair value of forfeited awards determined at the end of prior year
$— $— $— $— $(1,764,917)
Average Compensation Actually Paid to Non-CEO NEOs$2,744,670 $3,158,776 $3,191,053 $7,306,108 $(573,947)
        
Compensation Actually Paid vs. Total Shareholder Return
Description of Relationship Between CEO and Non-CEO Named Executive Officers Compensation Actually Paid and Insight TSR
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our non-CEO Named Executive Officers, and the Company’s cumulative TSR over the five most recently completed fiscal years. The following chart also sets forth a comparison of the Company’s cumulative TSR and cumulative Peer Group TSR.
PVP TSR.jpg
        
Compensation Actually Paid vs. Net Income
Description of Relationship Between CEO and Non-CEO Named Executive Officers Compensation Actually Paid and Net Earnings

The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our non-CEO Named Executive Officers and our Net Earnings during the five most recently completed fiscal years.

PVP Net Earnings.jpg
        
Compensation Actually Paid vs. Company Selected Measure
Description of Relationship Between CEO and Non-CEO Named Executive Officers Compensation Actually Paid and Adjusted Non-GAAP ROIC
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our non-CEO Named Executive Officers, and the Company selected financial measure - Adjusted non-GAAP ROIC over the five most recently completed fiscal years.
PVP Non-GAAP ROIC.jpg
        
Total Shareholder Return Vs Peer Group
Description of Relationship Between CEO and Non-CEO Named Executive Officers Compensation Actually Paid and Insight TSR
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our non-CEO Named Executive Officers, and the Company’s cumulative TSR over the five most recently completed fiscal years. The following chart also sets forth a comparison of the Company’s cumulative TSR and cumulative Peer Group TSR.
PVP TSR.jpg
        
Tabular List, Table
Performance Measures
Adjusted Non-GAAP ROIC from Adjusted Non-GAAP EFO
Adjusted Non-GAAP EFO
Cloud and Core Services GP growth
       
Total Shareholder Return Amount $ 216.39 252.08 142.65 151.66 108.25
Peer Group Total Shareholder Return Amount 192.86 154.93 122.55 152.67 121.27
Net Income (Loss) $ 249,691,000 $ 281,309,000 $ 280,608,000 $ 219,345,000 $ 172,640,000
Company Selected Measure Amount 0.1528 0.1727 0.1594 0.1401 0.1259
PEO Name 1.Joyce A. Mullen 1.Joyce A. Mullen 1.Joyce A. Mullen Kenneth T. Lamneck Kenneth T. Lamneck
Additional 402(v) Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our President and CEO and to our non-CEO Named Executive Officers and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our Named Executive Officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.
Tabular List
The following table presents the financial performance measures that the Company considers having been the most important in linking compensation actually paid to our CEO and non-CEO Named Executive Officers during 2024 to Company performance. 		       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Non-GAAP ROIC from Adjusted Non-GAAP EFO        
Non-GAAP Measure Description Please see Appendix A for Adjusted non-GAAP ROIC from Adjusted consolidated EFO calculation. In 2021 and 2020, the Adjusted non-GAAP EFO used in the Adjusted non-GAAP ROIC calculation did not exclude amortization of intangible assets of $32.0 million and $37.5 million, respectively.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Non-GAAP EFO        
Measure:: 3          
Pay vs Performance Disclosure          
Name Cloud and Core Services GP growth        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (6,902,996) $ (8,218,464) $ (3,258,530) $ (3,750,037) $ (3,750,011)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,026,258 14,035,476 3,259,344 4,424,646 5,568,342
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,840,216) 3,436,806 (187,001) 2,555,090 525,631
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 89,223 1,103,079 (154,451) 598,856 (849,115)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,209,393) 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,393,010) (2,464,121) (1,892,846) (1,112,583) (1,337,538)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,004,538 4,074,844 1,957,516 1,251,910 1,694,772
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (883,107) 1,323,977 (55,134) 596,432 125,750
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 104,356 380,024 (52,348) 210,592 (176,671)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,764,917) $ 0 $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Our equity-based award grant policy governs the timing and establishes certain internal controls over the grant of equity-based awards, including stock options (which we have not granted since 2007), restricted stock and restricted stock units. The policy requires that the Compensation Committee, or Board, generally approves the grant, including target value, of annual equity-based awards for our executive officers, including each of the Named Executive Officers, at its February meeting each year. In special circumstances, such as the hiring or promotion of an individual, or when the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of equity-based awards at other times. Our equity-based award grant policy prohibits the Company from purposely accelerating or delaying the public release of material information in consideration of a pending equity award in order to allow the recipient to benefit from a more favorable share price. Our equity-based award grant policy further requires that the Compensation Committee and the Board consider, with management’s advisement, whenever material non-public information is planned to be released to the public in close proximity to the grant of an equity award.
Award Timing Method
Our equity-based award grant policy governs the timing and establishes certain internal controls over the grant of equity-based awards, including stock options (which we have not granted since 2007), restricted stock and restricted stock units. The policy requires that the Compensation Committee, or Board, generally approves the grant, including target value, of annual equity-based awards for our executive officers, including each of the Named Executive Officers, at its February meeting each year. In special circumstances, such as the hiring or promotion of an individual, or when the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of equity-based awards at other times. Our equity-based award grant policy prohibits the Company from purposely accelerating or delaying the public release of material information in consideration of a pending equity award in order to allow the recipient to benefit from a more favorable share price. Our equity-based award grant policy further requires that the Compensation Committee and the Board consider, with management’s advisement, whenever material non-public information is planned to be released to the public in close proximity to the grant of an equity award.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered
Our equity-based award grant policy governs the timing and establishes certain internal controls over the grant of equity-based awards, including stock options (which we have not granted since 2007), restricted stock and restricted stock units. The policy requires that the Compensation Committee, or Board, generally approves the grant, including target value, of annual equity-based awards for our executive officers, including each of the Named Executive Officers, at its February meeting each year. In special circumstances, such as the hiring or promotion of an individual, or when the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of equity-based awards at other times. Our equity-based award grant policy prohibits the Company from purposely accelerating or delaying the public release of material information in consideration of a pending equity award in order to allow the recipient to benefit from a more favorable share price. Our equity-based award grant policy further requires that the Compensation Committee and the Board consider, with management’s advisement, whenever material non-public information is planned to be released to the public in close proximity to the grant of an equity award.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true