INSIGHT ENTERPRISES INC
For the period ended Apr 2, 2026. Filed Apr 2, 2026.
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Apr 2, 2026 · Filed Apr 2, 2026
Contents
Long-Term Equity-Based Incentive Program
Under our long-term equity-based incentive program, the Compensation Committee has the authority to award various forms of long-term incentive compensation grants, including stock options, RSUs and performance-based awards. The Compensation Committee’s objectives for the 2025 long-term equity-based incentive awards were to:
Focus executives on key performance metrics aligned with long-term stockholder value creation and the Company’s long-term strategic plan;
Establish a direct link between compensation and the achievement of longer-term financial and strategic objectives;
Facilitate increased equity ownership by our executives; and
Retain the services of our executives through multi-year vesting requirements.
For 2025, the annual long-term equity-based incentive compensation opportunities for our Named Executive Officers were granted in the form of performance-based RSUs and service-based RSUs, with the following key features to drive Company performance and align with stockholder interests:
| Performance-Based RSUs | •60% of target long-term incentive opportunity of which:◦50% determined by measuring non-GAAP Adjusted ROIC performance goals, and ◦50% determined by rTSR, i.e., the Company’s relative TSR performance ranked on a percentile basis compared to companies defined in a custom peer group (“rTSR Comparator Companies”)RSUs Based on ROIC:•One-year performance period (2025) with 0-200% of target payout curve (threshold payout of 12.5% of target)•Earned shares vest ratably over three years on the anniversary of the grant date based upon attainment of ROIC performance goals, calculated as described below RSUs Based on rTSR:•Three-year performance period with 0-200% of target payout curve (threshold payout of 50% of target) with cliff vesting•Earned shares vest upon certification of final percentile attainment |
|---|---|
| Service-Based RSUs | •40% of target long-term incentive opportunity•Value based on stock price at vesting•Vest ratably over three years |
Performance-based RSUs are earned only if the applicable pre-established financial goals are achieved. Earned ROIC performance-based RSUs are subject to a two-year vesting requirement, following the one-year performance period, for a total ratable vesting period of three years from grant. The rTSR performance-based RSUs will be earned, in whole, in part or not at all, based on the Company’s TSR compared to the rTSR Comparator Companies at the end of the three-year performance period, with immediate vesting at that point. To encourage over achievement of performance targets, significant upside potential exists related to the number of performance-based RSUs ultimately earned. The number of performance-based RSUs ultimately earned varies based on the achievement levels of financial performance, with greater numbers of shares awarded for higher levels of financial performance. If the Company’s financial performance does not meet or exceed the pre-established threshold for the applicable period, no performance-based RSUs are earned. To encourage retention, service-based RSU awards vest over a three-year vesting period. The Compensation Committee believes that the 60/40 weighting between performance-based and service-based RSUs has demonstrated its value to stockholders over many years.
To provide a consistent long-term focus for our long-term equity-based incentive compensation and to continue to align the interests of our management and stockholders, the Compensation Committee makes annual grants of equity-based awards to our executives early in the year in connection with the annual budgeting process. Also, early in the year, the Compensation Committee approves the annual RSU program grants for management.
For 2025, the Compensation Committee determined the target value of the equity-based awards for our executive officers, including our President and Chief Executive Officer, in part based on a competitive market benchmarking analysis described in more detail in the section below labeled “How We Make Executive Compensation Decisions.” Based on these studies, the Compensation Committee believes that the equity-based incentive compensation plan, including the use of performance-based RSUs, and the target level of awards granted to each executive, is competitive with market practice, and the 60/40 weighting between performance-based and service-based RSUs continues to reward our executives for performance and promotes retention of the Company’s executives.
The approved dollar value of target equity-based incentive compensation amounts for the Named Executive Officers is below. Ms. Mullen’s target for 2025 is further discussed below under “Chief Executive Officer Compensation.”
| Named Executive Officer | 2025 Target (1) |
|---|---|
| Joyce A. Mullen | $7,500,000 |
| James A. Morgado | $1,400,000 |
| Adrian Gregory | $800,000 |
| Jennifer Vasin | $800,000 |
| Robert Green | $400,000 |
(1) Amounts do not include the one-time retention RSU awards granted to the NEOs (other than Ms. Mullen), as discussed below under “2025 Key Executive Retention and Continuity Awards.”
2025 Annual Equity-Based Incentive Plan
The 2025 RSU awards for executive officers which are 40% service-based and 60% performance-based, were approved on December 6, 2024 for awards granted on January 1, 2025 and February 12, 2025 for awards granted on February 20, 2025. The service-based RSUs vest in three equal annual installments beginning on February 20, 2026. Half of the performance-based grants, if earned, vest in three equal annual installments beginning on February 20, 2026, and the number of RSUs to be issued, if any, will vary depending on the Company’s ROIC for the fiscal year ending December 31, 2025, on a consolidated non-GAAP Adjusted basis, with non-GAAP Adjusted ROIC and invested capital being defined consistently with the computation methodology used by financial analysts that evaluate the Company. If the Company achieved less than 88% of its 2025 non-GAAP Adjusted ROIC target range, no RSUs would be issued or if the Company achieved greater than 112% of its 2025 non-GAAP Adjusted ROIC target range, 200% of the target number of RSUs would be issued. The non-GAAP Adjusted ROIC target range was set in conjunction with the Company’s overall annual budget and was considered to be challenging, but achievable, given the tactical and strategic plans that had been developed for 2025. Because the Company closed the Inspire11 and Sekuro acquisitions in 2025, the Company adjusted the non-GAAP Adjusted ROIC grid. The other half of the performance-based grants, if earned, are based on achievement of rTSR over a three-year measurement period from January 1, 2025, to December 31, 2027. For purposes of the rTSR calculation, the beginning and ending stock prices are each calculated based on the 20 trading days prior to the beginning and ending dates of the performance period. Earned awards cliff vest upon certification of the level of attainment by the Compensation Committee in accordance with the following payout scale:
| Payout Scale (1)(2) | Company’s TSRPercentile Rank vs. rTSR Comparator Companies | rTSR Performance Multiplier (3) |
|---|---|---|
| Maximum | ≥ 80th percentile | 200% |
| Target | 55th percentile | 100% |
| Threshold | 30th percentile | 50% |
| Below Threshold | < 30th percentile | —% |
(1) Payout percentages will be determined based on straight line interpolation for performance between threshold and target and between target and maximum. There will be no payout for performance below the threshold.
(2)To determine the Company’s applicable percentile ranking for the performance period, TSRs are calculated for the Company and each rTSR Comparator Company. The entities are arranged by their respective TSRs (highest to lowest) and the Company is ranked by percentile among the rTSR Comparator Companies.
(3) The number of rTSR performance award grants earned and vested are determined by multiplying the target award by the rTSR Performance Multiplier achieved at the end of the performance period.
2025 Key Executive Retention and Continuity Awards
In December 2025, as part of our President and CEO transition planning, the Compensation Committee approved one-time stock retention and continuity awards for the Company’s top executives. These awards are designed to retain critical leadership through the Company’s President and CEO change and beyond. By locking in Insight’s experienced executive team, Insight is safeguarding operational stability and execution of its long term strategy during this transition period. The following table sets forth the details of these one-time grants:
| 2025 One-time Awards | |||
|---|---|---|---|
| Name | Service-Based Shares | Performance-Based Shares - aTSR at Target (1) | Total Grant Date Value |
| James A. Morgado | 12,589 | 12,589 | $2,000,140 |
| Adrian Gregory | 12,589 | 12,589 | $2,000,140 |
| Jennifer Vasin | 9,442 | 9,442 | $1,500,145 |
| Robert Green | 9,442 | 9,442 | $1,500,145 |
(1) Values reported based on conversion to whole shares at grant date value computed in accordance with FASB ASC Topic 718. Final attainment will be calculated as performance hurdles are achieved, as discussed below.
The one-time stock retention and continuity awards are 50% service based and 50% performance-based. The service-based RSUs will vest in three equal annual installments beginning on December 15, 2026. The performance-based RSUs, if earned, are based on achievement of absolute share price goals (“aTSR”) over a three-year measurement period from December 15, 2025 through December 15, 2028, with earned awards cliff vesting on December 15, 2028 and upon certification of the level of attainment by the Compensation Committee.
2025 Equity Awards
The following table sets forth the number of service-based, performance-based and retention continuity plan-based awards granted to our Named Executive Officers under the 2025 annual equity-based incentive plan and retention continuity plan grants:
| Performance-Based RSUs Awarded | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Named Executive Officer | Service-Based RSUsAwarded(40%) | One-Time Retention Continuity Service-Based RSUs Awarded | Target TotalNumber ofPerformance-Based RSUs(60%)(1) | One-Time Retention Continuity Performance-Based RSUs Awarded | rTSR Award @Target(30%) | Non-GAAP Adjusted ROIC Award@Target(30%) | 2025 Actual Non-GAAP Adjusted ROIC | 2025Actual ROICAwardLevel | 2025 ROIC-Based RSUsEarned(#) |
| Joyce A. Mullen | 18,073 | — | 28,348 | — | 14,793 | 13,555 | 15.15% | 50.0% | 6,778 |
| James A. Morgado | 3,374 | 12,589 | 17,882 | 12,589 | 2,762 | 2,531 | 15.15% | 50.0% | 1,266 |
| Adrian Gregory | 1,928 | 12,589 | 15,613 | 12,589 | 1,578 | 1,446 | 15.15% | 50.0% | 723 |
| Jennifer Vasin | 1,928 | 9,442 | 12,466 | 9,442 | 1,578 | 1,446 | 15.15% | 50.0% | 723 |
| Robert Green | 964 | 9,442 | 10,954 | 9,442 | 789 | 723 | 15.15% | 50.0% | 362 |
(1)Target was based on the Company achieving (i) its non-GAAP Adjusted ROIC target range for 2025 of 16.00% - 16.25%, and (ii) its target rTSR percentile rank of 55 th versus its rTSR Comparator Companies over a three-year measurement period with the awards earned and vested after three years.
2026 Executive Compensation Program
The design of the 2026 executive compensation program is similar to the 2025 Executive Compensation Program.
2026 Base Salary
The base salaries for 2026 for the Named Executive Officers were determined in part based on a competitive market benchmarking analysis described in more detail in the section below labeled “How We Make Executive Compensation Decisions.” Accordingly, the base salaries for Mr. Morgado and Mr. Gregory increased 8%, while the base salaries for Ms. Vasin and Mr. Green increased 7% and 6%, respectively. Ms. Mullen’s base salary remained unchanged from 2025. Ms. Mullen’s base salary for 2026 is further discussed below under “Chief Executive Officer Compensation.”
The table below sets forth the 2026 and 2025 annual base salary level for each of our Named Executive Officers:
| Named Executive Officer | 2026 Base Salary | 2025 Base Salary |
|---|---|---|
| Joyce A. Mullen | $1,000,000 | $1,000,000 |
| James A. Morgado | $650,000 | $600,000 |
| Adrian Gregory (2) | $659,000 | $611,000 |
| Jennifer Vasin | $510,000 | $475,000 |
| Robert Green | $515,000 | $485,000 |
(1)While Mr. Gregory’s 2026 and 2025 base salary of £500,000 and £463,500 are shown in U.S. dollars (rounded to the nearest thousand) for presentation in this proxy statement, Mr. Gregory is paid in British pounds. Consistent with the presentation in the Summary Compensation Table in this proxy statement, Mr. Gregory’s salaries for 2025 and 2026 were computed by multiplying the average exchange rate for the quarters ended March 31, June 30, September 30, and December 31, 2025, respectively, by the compensation earned during the quarter. This results in an assumed exchange rate of $1.3178 per British pound.
2026 Cash Incentive Plan
For 2026, the Compensation Committee provided an incentive plan for certain management level teammates, including our Named Executive Officers. Consistent with 2025, the 2026 target cash incentive compensation amounts are calculated as a percentage of base salary.
The following are the target percentages of base salary for our Named Executive Officers under the 2026 cash incentive plan:
| Named Executive Officer | Percentage ofBase Salaryat Target |
|---|---|
| Joyce A. Mullen | 150% |
| James A. Morgado | 100% |
| Adrian Gregory | 100% |
| Jennifer Vasin | 80% |
| Robert Green | 80% |
Under the 2026 cash incentive plan, defined financial objectives were established for our Named Executive Officers, and the percentages of total cash incentive compensation to be tied to each of the specified financial objectives were quantified as follows:
| Named Executive Officer | EFO | Total GP | Services Revenue |
|---|---|---|---|
| Joyce A. Mullen | 50%(IEI) | 25%(IEI) | 25%(IEI) |
| James A. Morgado | 50%(IEI) | 25%(IEI) | 25%(IEI) |
| Adrian Gregory | 50%(EMEA) | 25%(EMEA) | 25%(EMEA) |
| Jennifer Vasin | 50%(IEI) | 25%(IEI) | 25%(IEI) |
| Robert Green | 50%(IEI) | 25%(IEI) | 25%(IEI) |
The following considerations were reflected in our 2026 cash incentive plan:
The 2026 cash incentive plan again includes performance measures for IEI EFO and EMEA EFO calculated consistently with 2025 (see “2025 Cash Incentive Plan” under “Annual Cash Incentive Awards” above).
Reflecting the continued focus of the Company on the strategic objective of driving growth in the higher margin business, the 2026 cash incentive plan incorporates a performance measure of Total GP for all Named Executive Officers, which is comprised of IEI Total GP and EMEA Total GP.
Reflecting the continued focus of the Company on the strategic objective of driving growth in the services business, the 2026 cash incentive plan incorporates a performance measure of Services Revenue for all Named Executive Officers, which is comprised of IEI Services Revenue and EMEA Services Revenue.
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