INSIGHT ENTERPRISES INC

Severance Arrangements and Change in Control Provisions

Severance and change in control provisions are designed to facilitate the Company’s ability to attract and retain executives as the Company competes for talented employees in a marketplace where such protections are commonly offered. Severance benefits are designed to provide benefits to ease an executive’s transition following an employment termination by the Company due to changes in the Company’s employment needs. Change in control benefits are intended to encourage executives to remain focused on the Company’s business in the event of rumored or actual fundamental corporate changes. The Company applies double-trigger equity vesting acceleration in the event of a change-in-control. Both severance and change in control benefits are often a critical part of an executive’s initial compensation package, and key executives may not have accepted our offers of employment if we had not provided market-level severance and change in control benefits. See further detail under the section entitled “Employment Agreements, Severance and Change in Control Provisions.”

Other Benefits

Our Named Executive Officers participate in benefit plans generally available to all of our teammates, including medical, health, life insurance and disability plans. Our U.S.-based Named Executive Officers are also eligible to participate in the Company’s 401(k) plan and receive Company matching contributions, to the extent made by the Company, which are generally available to our U.S. teammates. These benefits are part of our broad-based total compensation programs offered in the geography in which each of the executives resides.

We provide our executive officers with limited perquisites, and we believe they are reasonable and in the best interests of the Company. We promote wellness initiatives in our employee health insurance plans and make premium payments for long-term disability insurance for all of our Named Executive Officers in the United States. The costs of perquisites and other personal benefits provided to our Named Executive Officers during 2024 are included in the Summary Compensation Table in this proxy statement and identified in the footnotes thereto.

Clawback Policy

The Compensation Committee adopted an incentive compensation recovery, or “clawback,” policy, effective October 2, 2023, that permits the Company, under certain circumstances, to recover incentive compensation received by an executive officer in the event of an accounting restatement that exceeds the amount of incentive compensation that would have been received had it been determined based on restated amounts. The Company’s clawback policy fully aligns with the requirements of the NASDAQ listing standards and supersedes and replaces the Company’s prior clawback policy.

Stock Ownership Guidelines

The Compensation Committee believes that, in order to more closely align the interests of our executive officers with the interests of the Company’s other stockholders, all executives should maintain a minimum level of equity interests in the Company’s common stock. The Compensation Committee amended its stock ownership guidelines in February 2023 to require ownership of six times base salary for our President and Chief Executive Officer and three times base salary for our other executive officers to be achieved over a five-year transition period. Failure to meet or show sustained progress toward meeting the stock ownership guidelines may result in a reduction of future long-term incentive grants and may result in a requirement to retain some or all of the shares of common stock attained through Company grants of equity until the stock ownership guidelines are attained. As of December 31, 2024, all Named Executive Officers, other than Mr. Gregory, who joined the Company effective January 2, 2023, had attained their previously required ownership level.

Hedging, Short Sales and Pledging Policies

Our executive officers are prohibited from hedging and short sales transactions with respect to our securities. In addition, our executive officers are prohibited from pledging our securities. For a further description of these policies, see “Corporate Governance — Insider Trading and Hedging Policy.”

Tax Considerations

For our 2024 tax year, Section 162(m) (“162(m)”) of the Internal Revenue Code (“IRC”) generally prohibits a public company from taking an income tax deduction for compensation over $1 million paid to the principal executive officer, the principal financial officer and any one of the three highest paid executive officers as of the close of the applicable taxable year. Although the tax benefits associated with performance-based compensation programs previously allowed under 162(m) generally have been eliminated, the Compensation Committee believes that a pay-for-performance model incentivizes our executive officers to achieve objectives that are aligned to the creation of stockholder value, irrespective of tax deductibility.

Equity-Based Award Grant Policy and Grant Practices

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. Thepolicy 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.