INSIGHT ENTERPRISES INC
For the period ended May 21, 2024. Filed Apr 4, 2024.
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May 21, 2024 · Filed Apr 4, 2024
Contents
Comparison Peer Groups
To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee annually reviews market data from multiple peer groups of companies as well as general industry survey data to obtain a broad view of competitive practices among industry peers and competitors for executive talent. As described above, the Compensation Committee has asked the Compensation Consultant to advise the Compensation Committee on all matters related to executive compensation. During 2023, the Compensation Consultant provided a competitive analysis of the compensation of the Company’s most senior executives, including the Company’s Named Executive Officers.
The Compensation Consultant advised the Compensation Committee on a wide range of issues, including, without limitation, competitive market data at the time of hire and at the time of promotions for specific positions. The Compensation Consultant’s 2023 study also measured the competitiveness of the Company’s compensation relative to its business transformation to a technology solutions company. For its analysis, the Compensation Consultant used a single peer group of 21 technology companies to better align with the Company’s evolving business model (the “comparison group”), as summarized below. The non-technology broad industry peer group used in prior years as a comparison peer group was removed. The comparison group was approved by the Compensation Committee based upon management’s and the Compensation Committee’s review of competitors and relevant industry comparisons, and on the advice of the Compensation Consultant.
The primary characteristics of the comparison group were:
| Peer Group Characteristics | |
|---|---|
| ✓ | A smaller group of companies that we consider to be our primary competitors, particularly with respect to competition for talent, customers or suppliers (the “Technology Solutions Peer Group”). The Technology Solutions Peer Group, which comparison group was used to assess compensation levels for the President and Chief Executive Officer and Chief Financial Officer, includes publicly-traded companies providing technology solutions, including hardware, software and services. |
| ✓ | In addition, a broader database to provide a reference point where the Technology Solutions Peer Group might not provide adequate comparisons (the “Broad Market Database”). The Broad Market Database was used to assess compensation levels for all of the Company’s most senior executives, including the Company’s Named Executive Officers, and includes publicly-traded companies from a group of cross-industry companies (excluding companies from financial, insurance and energy industries). |
Peer Companies - 2024 Executive Pay Levels
The Compensation Committee used the Compensation Consultant’s December 2023 Executive Compensation Benchmarking Review, which included a review of multiple comparison groups and other relevant sources of information, such as existing pay levels and other publicly available information (e.g., Equilar, AON, and data sourced from proxy statements) (the “2023 study”) about trends in executive compensation, in setting compensation for 2024. Additionally, the
Compensation Consultant advised the Compensation Committee regarding executive compensation programs and provided advice on trends in compensation.
The 2023 study measured the competitiveness of the Company’s compensation relative to the Technology Solutions Peer Group. The companies included in the Technology Solutions Peer Group in the 2023 study were as follows:
| Technology Solutions Peer Group | |
|---|---|
| Arrow Electronics, Inc. | Gen Digital Inc. |
| Avnet, Inc. | Hewlett Packard Enterprise |
| Belden Inc. | Jabil Inc. |
| Benchmark Electronics, Inc. | Kyndryl Holdings, Inc. |
| CDW Corporation | NCR Voyix Corporation |
| Cognizant Technology Solutions | PC Connection, Inc. |
| CommScope Holding Company, Inc. | Rackspace Technology, Inc. |
| DXC Technology Company | Sanmina Corporation |
| EPAM Systems, Inc. | ScanSource, Inc. |
| ePlus Inc | WESCO International, Inc. |
| Flex Ltd. | |
The companies included in the Technology Solutions Peer Group in the 2023 study are all publicly-traded companies with revenues of less than $35 billion. The median revenue of this comparison group in 2023 was $9.0 billion, and the median market cap was $4.1 billion.
Peer Companies - 2023 Executive Pay Levels
In setting compensation levels for Named Executive Officers for 2023, the Company reviewed the analysis from the Compensation Consultant’s December 2022 Executive Compensation Benchmarking Review, which also included other relevant sources of information, such as existing pay levels and other publicly available information (e.g., Equilar, AON, and data sourced from proxy statements and Form 8-K filings) (the “2022 study”). The Technology Distribution Peer Group and Broad Industry Peer Group used for the 2022 study were as follows:
| Technology Distribution Peer Group | |
|---|---|
| Arrow Electronics, Inc. | NCR Voyix Corporation |
| Avnet, Inc. | PC Connection, Inc. |
| Belden Inc. | Sanmina Corporation |
| CDW Corporation | ScanSource, Inc. |
| CommScope Holding Company, Inc. | Rackspace Technology, Inc. |
| ePlus Inc. | WESCO International, Inc. |
| Jabil Inc. | |
The companies included in the Technology Distribution Peer Group in the 2022 study were all publicly-traded companies with revenues of less than $38 billion. The median revenue of this comparison group in 2022 was $8.5 billion, and the median market cap was $3.6 billion.
The companies included in the Broad Industry Peer Group comparison group in the compensation consultant’s 2022 study were all of the companies in the Technology Distribution Peer Group plus the following:
| Broad Industry Peer Group | |
|---|---|
| Applied Industrial Technologies, Inc. | Patterson Companies, Inc. |
| Diebold Nixdorf, Incorporated | Rush Enterprises, Inc. |
| Genuine Parts Company | SpartanNash Company |
| GMS Inc. | United Natural Foods, Inc. |
| Henry Schein, Inc. | Univar Solutions Inc. |
| MRC Global Inc. | Watsco, Inc. |
| MSC Industrial Direct Co., Inc. | W.W. Grainger, Inc. |
The companies included in the Broad Industry Peer Group in the 2022 study were all publicly-traded companies with revenues from $3.3 billion to $29.0 billion. The median revenue of this comparison group in 2022 was $7.7 billion, and the median market cap was $3.5 billion.
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