INSIGHT ENTERPRISES INC

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 2023 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 2023, 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 are earned only if the applicable pre-established financial goals are achieved. ROIC performance-based RSUs are based 100% on ROIC achievement. 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 2023, 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 2023 is further discussed below under “Chief Executive Officer Compensation.”

(1) This excludes Mr. Gregory’s welcome grant of service-based RSU awards in the amount of $1.3 million.

2023 Annual Equity-Based Incentive Plan

The 2023 RSU awards for executive officers which are 40% service-based and 60% performance-based, were approved on February 8, 2023. The service-based RSUs vest in three equal annual installments beginning on February 20, 2024. Half of the performance-based grants, if earned, vest in three equal annual installments beginning on February 20, 2024, 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, 2023, 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 90% of its 2023 non-GAAP Adjusted ROIC target range, no RSUs would be issued or if the Company achieved greater than 111% of its 2023 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 2023. Because the Company closed the SADA and Amdaris acquisitions in 2023, the Company achieved the predetermined strategic objectives specified by the Compensation Committee that overrode actual non-GAAP Adjusted ROIC performance. As a result, the RSUs were awarded at target. 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, 2023, to December 31, 2025, with earned awards cliff vesting upon certification of the level of attainment by the Compensation Committee in accordance with the following payout scale:

(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.

2023 Ambition Plan

In 2022, the Company embarked on an ambitious plan (the “Ambition Plan”) to become the industry leading solutions integrator. Our North America ambition can be described as follows:

Management’s more specific goals for the Ambition Plan are to (a) accelerate attainment of North America EFO Margin in 2024, (b) focus the executive team on transforming the Company’s business model to become the leading solutions integrator, and (c) increase stockholder value.

In order to incentivize and motivate key leaders to align with the Ambition Plan goals, on March 13, 2023, the Compensation Committee approved a one-time equity incentive award grant to eligible executives (the “Ambition Plan Grant”). The Ambition Plan Grant is in addition to grants under the Company’s annual equity-based incentive program. The performance period for attainment of the Ambition Grant is two years beginning on January 1, 2023, and ending on December 31, 2024. The grant will vest, in whole, in part or not at all, based on the level of attainment of performance goals as determined and certified by the Compensation Committee following the performance period. Upon certification, 50% of the grant will vest on March 15, 2025, two years following the grant date of March 15, 2023, and the remaining 50% will vest on March 15, 2026. If the performance goals are achieved and certified by the Compensation Committee, a multiplier will be applied to the Ambition Plan Grant awarded based on the Company’s stock price performance, which will be assessed by comparing the Company’s cumulative two-year absolute total shareholder return (“aTSR”) attainment versus the targets set forth below. Failure to meet the TSR goals would result in forfeiture of the Ambition Plan Grant for Named Executive Officers.

The TSR targets and multipliers for the Ambition Plan Grant are as follows*:

• Payouts between performance levels will be determined based on straight line interpolation.

2023 Equity Awards

The following table sets forth the number of service-based, performance-based and Ambition Plan-based awards granted to our Named Executive Officers under the 2023 annual equity-based incentive plan and the Ambition Plan Grant:

(1)This excludes Mr. Gregory’s welcome grant of service-based RSU awards in the amount of $1.3 million.

(2)Target was based on the Company achieving (i) its non-GAAP Adjusted ROIC target range for 2023 of 17.15% - 17.40%, 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.

(3)During 2023, by completing the Amdaris and SADA acquisitions, the Company achieved the predetermined strategic objectives specified by the Compensation Committee that overrode actual non-GAAP Adjusted ROIC performance. As a result, the RSUs were awarded at target.

On December 8, 2022, the Compensation Committee approved the grant of service-based RSU awards in the amount of $1,300,000 to Mr. Gregory in connection with the start of his employment with the Company on January 2, 2023. The grant vests ratably over two years beginning on the grant date of February 15, 2023.

2024 Executive Compensation Program

The design of the 2024 executive compensation program is similar to the 2023 Executive Compensation Program; however, it also includes an Ambition Plan for eligible executives in EMEA.

On February 12, 2024, the Compensation Committee approved a one-time equity incentive grant to eligible EMEA executives in connection with management’s goals to accelerate attainment of the initial Ambition Plan goals, for EMEA (the “EMEA Ambition Plan”). The general design, description, goals and purpose of the EMEA Ambition Plan are similar to the Ambition Plan in North America, except the EMEA Ambition Plan will not have a multiplier for overall target TSR attainment.

The performance period for grants under the EMEA Ambition Plan will be two years, starting March 15, 2024. For eligible executives, 50% of the grant will be eligible to vest on March 15, 2026. The remaining 50% will be eligible to vest on March 15, 2027.

2024 Base Salary

The base salaries for 2024 for the Named Executive Officers increased consistent with the recommendations of the Compensation Consultant after analyzing peer and industry data. Accordingly, base salaries increased for Ms. Mullen (8%), Ms. Bryan (3%), Mr. Burger (3%), Mr. Gregory (3%) and Mr. Cowley (4%).

The table below sets forth the 2024 and 2023 annual base salary level for each of our Named Executive Officers:

(1)While Mr. Gregory’s 2024 and 2023 base salaries of £463,500 and £450,000, respectively, 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 2023 salary was computed by multiplying the average exchange rate for the quarters ended March 31, June 30. September 30, and December 31, 2023, respectively, by the compensation earned during the quarter. This results in an assumed exchange rate of$1.2432 per British pound.

For 2024, the Compensation Committee provided an incentive plan for certain management level teammates, including our Named Executive Officers. Consistent with 2023, the 2024 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 2024 Cash Incentive Plan:

Under the 2024 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:

The following considerations were reflected in our 2024 cash incentive plan:

•The 2024 cash incentive plan again includes performance measures for IEI EFO, INA EFO and EMEA EFO calculated consistent with 2023 (see “2023 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 services business, the 2024 cash incentive plan incorporates a performance measure for growth in Core Services GP for all Named Executive Officers, with IEI Core Services GP Growth, INA Core Services GP Growth and EMEA Core Services GP calculated consistent with 2023 (see “2023 Cash Incentive Plan” under “Annual Cash Incentive Awards” above).

•Reflecting the continued focus of the Company on emerging technology trends and the Company’s strategic objective of accelerating business performance with the cloud, the 2024 cash incentive plan incorporates a performance measure for growth in Cloud GP for all Named Executive Officers, with IEI Cloud GP Growth, INA Cloud GP Growth and EMEA Cloud GP Growth calculated consistent with 2023 (see “2023 Cash Incentive Plan” under “Annual Cash Incentive Awards” above).

2024 Equity-Based Incentive Plan

For 2024, below are the approved dollar value targets for the annual equity-based incentive compensation for each of the Named Executive Officers based on the evaluation of market data provided by the Compensation Consultant as well as the other factors noted above in the section “Factors Considered in Compensation Deliberations.”

The 2024 equity-based awards for Named Executive Officers are 40% service-based and 60% performance-based and were approved on February 12, 2024. The service-based RSUs will vest in three equal annual installments beginning on February 20, 2025. The performance-based grants earned based on Non-GAAP Adjusted ROIC will vest in three equal annual installments beginning on February 20, 2025. The performance-based grants earned based on rTSR will cliff vest upon certification of the level of attainment by the Compensation Committee after January 1, 2027. Vesting for the rTSR grants does not occur until after performance has been determined and certified by the Compensation Committee within 60 days following the end of the 3-year performance period. The Compensation Committee also approved a change in the grant date for rTSR performance-based awards to January 1, 2024 from February 20, 2024 in order to align the grant date with the start of the performance period.

The Company’s Adjusted ROIC for the fiscal year ending December 31, 2024, is calculated on a basis consistent with how it was calculated for 2023. If the Company achieves below 90% of its 2024 non-GAAP Adjusted ROIC target range, no RSUs will be issued or if the Company achieves greater than 112% of its 2024 non-GAAP Adjusted ROIC target range, 200% of the target number of RSUs will 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 were developed for 2024.

The Company’s rTSR compares Insight’s 3-year cumulative stockholder return (i.e., change in stock price plus dividends which are assumed to be reinvested) versus each company in the 2024 rTSR peer group. The peer group is a custom group of 28 distribution and technology companies. The performance period is January 1, 2024, through December 31, 2026. 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. The table below sets forth the award payout schedule for our Named Executive Officers under the rTSR metric.

(1) The payout percentage of target rTSR awards earned between award levels interpolates linearly with the Company’s rTSR percentile rank among the defined peer group.

On February 12, 2024, the Compensation Committee also approved certain changes to the 2024 equity-based award grants applicable to Glynis Bryan. The vesting for service-based RSUs and the Non-GAAP Adjusted ROIC performance-based grants was reduced from three to two equal annual installments beginning on February 20, 2025, and vesting for her rTSR performance-based grants was reduced to two-year cliff vesting on January 1, 2026. The performance period for the rTSR grants was also reduced to two years (from January 1, 2024 to December 31, 2025), with vesting occurring only after performance has been determined and certified by the Compensation Committee.

In determining the amount of equity-based incentive compensation for 2024, the Compensation Committee considered its goal to provide retention value for senior executives through stock price improvement, which the Compensation Committee believes aligns the interests of management and the stockholders. Based on the Compensation Committee’s review of the Compensation Consultant’s analysis of the competitiveness of the Company’s compensation levels, including its equity-based award levels, the Compensation Committee’s review of the Company’s 2024 budget, and in connection with implementation of the Company’s strategic plan, the Compensation Committee awarded service-based and performance-based RSUs, as described above to each of our Named Executive Officers.

Chief Executive Officer Compensation

The Compensation Committee determines compensation for the President and Chief Executive Officer using the same criteria it uses for other executives, placing relatively less emphasis on base salary and, instead, creating greater opportunities for performance-based short-term and long-term incentive compensation (cash and equity, respectively).

The Compensation Committee approved a 9% increase in the 2023 base salary for Ms. Mullen, raising her base salary to $925,000. Ms. Mullen’s target annual cash incentive award opportunity is reflected as a percentage of base salary, which remained consistent at 150%, resulting in Ms. Mullen’s 2023 target annual cash incentive award also increasing approximately 9% to $1,387,500. The dollar value of 2023 target equity-based compensation awards approved by the Compensation Committee for Ms. Mullen increased 113% from 2022 to $6,400,000. As a result, Ms. Mullen’s target total direct compensation opportunity for 2023 was $8,712,500 (compared to $5,125,000 in 2022). Ms. Mullen’s actual annual direct compensation earned for 2023 was $8,858,311, or approximately 102% of the total target.