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 2024 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 2024, 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. 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 2024, 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 2024 is further discussed below under “Chief Executive Officer Compensation.”

(1) Amount excludes the one-time performance-based RSU grant in connection with the EMEA Ambition Plan (as defined below).

2024 Annual Equity-Based Incentive Plan

The 2024 RSU awards for executive officers which are 40% service-based and 60% performance-based, were approved on December 14, 2023 for awards granted on January 1, 2024 and February 12, 2024 for awards granted on February 20, 2024. The service-based RSUs vest in three equal annual installments beginning on February 20, 2025. Half of the performance-based grants, if earned, vest in three equal annual installments beginning on February 20, 2025, 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, 2024, 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 2024 non-GAAP Adjusted ROIC target range, no RSUs would be issued or if the Company achieved greater than 112% of its 2024 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 2024. Because the Company closed the Infocenter acquisition in 2024, 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, 2024, to December 31, 2026, except for Ms. Bryan’s grant, which is based on achievement of rTSR over a two-year measurement period from January 1, 2024, 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.

2024 North America Ambition Plan

As part of the Company's ambition to become the industry-leading solutions integrator, on March 13, 2023, the Compensation Committee approved a one-time equity incentive grant to eligible North America executives (the “NA Ambition Plan Grant”). The ambition plan was initially designed to drive executive alignment with the Company’s strategic objectives, including accelerating North America EFO growth and EFO margin attainment, transitioning to a solutions integrator model, and increasing stockholder value (the “North America Ambition Plan”). The North America Ambition Planhad a two-year performance measurement period from January 1, 2023 to December 31, 2024. The NA Ambition Plan Grant would vest based on the Company achieving defined financial targets under the North America Ambition Plan, with potential adjustments based on the Company’s cumulative two-year absolute total shareholder return attainment versus the targets approved by the Compensation Committee.

The Company fell short of meeting the financial targets under the North America Ambition Plan upon conclusion of the performance measurement period, resulting in the forfeiture of the NA Ambition Plan Grant for the eligible Named Executive Officers. Although the target thresholds for payout under the plan were not met, the North America Ambition Plan successfully impacted the Company’s performance over the two-year period and contributed to measurable business improvements and long-term strategic positioning.

Key Business Performance Improvements under the North America Ambition Plan

The improvements underscore the effectiveness of the Company’s strategic initiatives in driving significant business performance in these key metrics. And, while the North America Ambition Plan did not result in a payout to eligible participants, the plan encouraged and resulted in stockholder value creation.

2024 EMEA Ambition Plan

In 2024, the Company adopted an ambition plan for 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 strategic objectives for EMEA (the “EMEA Ambition Plan”). The general design, description, goals and purpose of the EMEA Ambition Plan are similar to the North America Ambition Plan, except the EMEA Ambition Plan does not have an adjustment for overall target TSR attainment.

The performance measurement period for grants under the EMEA Ambition Plan is two years, from March 15, 2024 to March 15, 2026. For eligible executives, if the key metrics are met, 50% of the grant will be vest on March 15, 2026, and the remaining 50% will vest on March 15, 2027.

2024 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 2024 annual equity-based incentive plan and ambition plan grants:

(1)Target was based on the Company achieving (i) its non-GAAP Adjusted ROIC target range for 2024 of 16.30% - 16.55%, 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, except for Ms. Bryan’s award is measured over a two-year period with the award earned and vested after two years.

(2)During 2024, by completing the Infocenter acquisition, 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.

2025 Executive Compensation Program

The design of the 2025 executive compensation program is similar to the 2024 Executive Compensation Program, however no special, off-cycle awards (e.g. under ambition plans) have been granted in 2025.

2025 Base Salary

The base salaries for 2025 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 Ms. Mullen, Mr. Burger, Mr. Gregory, and Mr. Cowley remained unchanged from 2024. Mr. Morgado received a 33% increase in his base salary for 2025 in connection with his promotion to Chief Financial Officer, based on the Compensation Consultant's peer and broader market analysis for his new role.

The table below sets forth the 2025 and 2024 annual base salary level for each of our Named Executive Officers (except for Ms. Bryan):

(1)Mr. Morgado was appointed as Chief Financial Officer of the Company effective January 1, 2025.

(2)While Mr. Gregory’s 2025 and 2024 base salary of £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 2024 and 2025 were computed by multiplying the average exchange rate for the quarters ended March 31, June 30. September 30, and December 31, 2024, respectively, by the compensation earned during the quarter. This results in an assumed exchange rate of $1.2782 per British pound.

For 2025, the Compensation Committee provided an incentive plan for certain management level teammates, including our Named Executive Officers. Consistent with 2024, the 2025 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 (except for Ms. Bryan) under the 2025 cash incentive plan:

(1)Mr. Morgado was appointed as Chief Financial Officer of the Company effective January 1, 2025. Ms. Bryan, who served as the Company’s Chief Financial Officer until December 31, 2024 will not be entitled to receive any incentive compensation under the 2025 cash incentive plan in her new role as an Executive Vice President effective January 1, 2025.

Under the 2025 cash incentive plan, defined financial objectives were established for our Named Executive Officers (except for Ms. Bryan), 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 2025 cash incentive plan:

•The 2025 cash incentive plan again includes performance measures for IEI EFO, INA EFO and EMEA EFO calculated consistently with 2024 (see “2024 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 2025 cash incentive plan incorporates a performance measure in Core Services GP for all Named Executive Officers, with IEI Core Services GP, INA Core Services GP and EMEA Core Services GP calculated consistently with 2024 (see “2024 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 2025 cash incentive plan incorporates a performance measure in Cloud GP for all Named Executive Officers, with IEI Cloud GP, INA Cloud GP and EMEA Cloud GP.

2025 Equity-Based Incentive Plan

For 2025, below are the approved dollar value targets for the annual equity-based incentive compensation for each of the Named Executive Officers (except for Ms. Bryan) 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.”

(1)Mr. Morgado was appointed as Chief Financial Officer of the Company effective January 1, 2025.

The 2025 equity-based awards for Named Executive Officers are 40% service-based and 60% performance-based and 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 will vest in three equal annual installments beginning on February 20, 2026, except for Mr. Cowley’s award which will vest in two equal annual installments beginning on February 20, 2026. The performance-based grants earned based on non-GAAP Adjusted ROIC will vest in three equal annual installments beginning on February 20, 2026, except for Mr. Cowley’s award which will vest in two equal annual installments beginning on February 20, 2026. 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, 2028, except for Mr. Cowley’s award which will be certified 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 two or three-year performance period.

The Company’s Adjusted ROIC for the fiscal year ending December 31, 2025, is calculated on a basis consistent with how it was calculated for 2024. If the Company achieves below 88% of its 2025 non-GAAP Adjusted ROIC target range, no RSUs will be issued or if the Company achieves greater than 112% of its 2025 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 2025.

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 2025 rTSR peer group. The peer group is a custom group of 30 distribution and technology companies. The performance period is January 1, 2025, through December 31, 2027, except for Mr. Cowley’s award performance period which is January 1, 2025, 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.

In determining the amount of equity-based incentive compensation for 2025, 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 2025 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 an 8% increase in the 2024 base salary for Ms. Mullen, raising her base salary to $1,000,000. 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 2024 target annual cash incentive award also increasing approximately 8% to $1,500,000. The dollar value of 2024 target equity-based compensation awards approved by the Compensation Committee for Ms. Mullen increased 2% from 2023 to $6,500,000. As a result, Ms. Mullen’s target total direct compensation opportunity for 2024 was $9,000,000 (compared to $8,712,500 in 2023). Ms. Mullen’s actual annual direct compensation earned for 2024 was $8,236,896, or approximately 92% of the total target.