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Insight Enterprises Inc. – ‘DEF 14A’ for 5/19/21

On:  Tuesday, 4/6/21, at 4:05pm ET   ·   For:  5/19/21   ·   Accession #:  1564590-21-17802   ·   File #:  0-25092

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/06/21  Insight Enterprises Inc.          DEF 14A     5/19/21    1:5.8M                                   ActiveDisclosure/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                          HTML    820K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. ___)

INSIGHT ENTERPRISES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Notice of 2021 Annual Meeting of Stockholders

and

Proxy Statement

*See Appendix A

Dear Fellow Stockholder,

On behalf of our Board of Directors, I’m pleased to invite you to Insight’s 2021 Annual Meeting of Stockholders. The meeting will be held on Wednesday, May 19, 2021 at 10:00 a.m. MST, at our client support center located at 910 West Carver Road, Suite 110, Tempe, Arizona 85284. The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business to be conducted at the meeting.

For Insight, 2020 was another year of record financial performance and strategic progress, as we continued to improve profitability and make significant strategic investments for the future.

For more information on Insight and to take advantage of the many stockholder resources and tools available, we encourage you to visit our Investor Relations website at www.investor.insight.com.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to vote via the Internet, by telephone or by signing and returning a proxy card. Please vote as soon as possible so that your shares will be represented at the meeting.

Thank you for your trust in Insight and your investment in our business.

Kenneth T. Lamneck

President and Chief Executive Officer

April 6, 2021

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

We are pleased to invite you to the Insight Enterprises, Inc. 2021 Annual Meeting of Stockholders (the “Annual Meeting”).

Items of Business:

Record Date:

Holders of our common stock at the close of business on March 30, 2021 are entitled to notice of, and to vote at, the Annual Meeting.

How to Vote:

Your vote is important to us.  Please see “Voting Information” on page 1 for instructions on how to vote your shares.

These proxy materials are first being distributed on or about April 14, 2021.

PROXY STATEMENT TABLE OF CONTENTS

VOTING INFORMATION

Who is Eligible to Vote

You are entitled to vote at the Annual Meeting if you were a stockholder of Insight Enterprises, Inc. (the “Company” or “Insight”) as of the close of business on March 30, 2021, the record date for the Annual Meeting.

Participate in the Future of Insight – Vote Today

Please cast your vote as soon as possible on all the proposals listed below to ensure that your shares are represented.

Voting in Advance of the Annual Meeting

Even if you plan to attend our Annual Meeting in person, please read this proxy statement with care and vote right away as described below. For stockholders of record, have your notice and proxy card in hand and follow the instructions. If you hold your shares through a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee, including whether telephone or Internet options are available.

Voting at the Annual Meeting

You may vote in person at the Annual Meeting, which will be held on Wednesday, May 19, 2021, at 10:00 a.m. MST, at the Insight Client Support Center, 910 West Carver Road, Suite 110, Tempe, Arizona 85284. If you hold your shares through a broker, bank or other nominee and would like to vote in person at the Annual Meeting, you must first obtain a proxy issued in your name from the institution that holds your shares.

Frequently Asked Questions

We provide answers to many frequently asked questions about the meeting and voting under “Frequently Asked Questions Concerning the Annual Meeting” beginning on page 63 of this proxy statement.

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PROXY SUMMARY

This summary highlights information contained elsewhere. This summary does not contain all of the information that you should consider, and you should read carefully the entire proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2020 before voting at the Annual Meeting. Measures used in this proxy statement that are not based on U.S. generally accepted accounting principles (“GAAP”) are defined and reconciled to the most directly comparable GAAP measure in Appendix A.

Business Overview

Today, every business is a technology business. We empower organizations of all sizes with Intelligent Technology Solutions^TM and services to maximize the business value of their information technology (“IT”) in North America; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”).  As a Fortune 500-ranked global provider of digital innovation, cloud/data center transformation, and connected workforce, together with our supply chain optimization expertise, we help clients innovate and optimize their operations to run smarter.

Across three decades, we have evolved with the industry in pursuit of helping our clients run their businesses smarter. The ever-increasing complexity across the technology ecosystem, combined with the continual emergence of new trends and offerings, has made it difficult for most clients to effectively manage their IT environments. Delivering client value, which helps us earn client loyalty, is our primary goal. We expect our clients to achieve long-standing advantages by leveraging our unique capabilities to provide end-to-end secure digital transformation solutions and services. Our go-to-market framework for our solution areas is built on over 30 years of broad IT experience combined with strategic acquisitions, new services development and deep partner relationships. Our expertise is deep across our solutions areas, underpinned by our supply chain optimization expertise.  

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The following describes our solution areas:

We are organized in three geographic operating segments:

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2020 Business Highlights

In 2020, our global team delivered a fifth consecutive year of double-digit non-GAAP Adjusted* earnings from operations growth by focusing on improving our product mix and continuing to expand our services offerings and integrating strategic acquisitions. We believe that the strategic investments we made in our go-to-market solution areas over the last several years, as well as the investments in our sales and technical talent in 2020, have positioned us well to continue to execute on our business goals. For the full year 2020, we delivered the following consolidated financial results:

* See Appendix A for a reconciliation of each non-GAAP Adjusted financial measure to the most directly comparable GAAP measure

From a strategic standpoint, Insight continued to expand its market leading capabilities for delivering global IT solutions for complex business problems through the acquisition of vNext SAS (“vNext”), a French digital consulting and managed services provider, on February 28, 2020. We also continued to make additional strategic investments for the future, including the addition of sales and technical talent, to continue to develop capabilities to serve our clients’ needs.

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The following chart shows how a $100 investment in the Company’s common stock on December 31, 2015 would have grown to $303 on December 31, 2020. The chart also shows Insight’s performance versus the NASDAQ US Benchmark TR Index (Market Index) ($100 investment would have grown to $206) and the NASDAQ US Benchmark Computer Hardware TR Index (Industry Index) ($100 investment would have grown to $505) over the same period, with dividends reinvested quarterly.

For further details about our performance in 2020, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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Our Board of Directors

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Executive Compensation Highlights

CEO Pay for Performance

Our executive compensation program is focused on driving profitability growth and stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses on variable, performance-based incentives that create a balanced focus on our short-term and long-term strategic and financial goals. As shown in the chart below, in 2020, approximately 86% of the target total direct compensation of our President and Chief Executive Officer, Kenneth T. Lamneck, was variable and/or “at-risk” and earned only if performance goals are met.

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Our Executive Compensation Practices

Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

Extensive information regarding our executive compensation programs in place for 2020 can be found under the heading “Compensation Discussion and Analysis.”

CORPORATE GOVERNANCE

To provide a framework for effective corporate governance, our Board of Directors (the “Board of Directors” or “Board”) has adopted Corporate Governance Guidelines, which outline the operating principles of our Board of Directors and the composition and working processes of our Board and its committees. The Nominating and Governance Committee periodically reviews our Corporate Governance Guidelines and developments in corporate governance and recommends proposed changes to the Board for approval.

Our Corporate Governance Guidelines, along with other corporate governance documents, such as committee charters and our Code of Ethics and Business Practices, are available on our website at http://investor.insight.com/corporate-governance.

Independence of Our Board of Directors

Under our Corporate Governance Guidelines and the listing standards of NASDAQ, a majority of our Board members must be independent. The Board of Directors annually determines whether each of our directors is independent. In determining independence, the Board follows the independence criteria set forth in the NASDAQ listing standards and considers all relevant facts and circumstances.

Under the NASDAQ independence criteria, a director cannot be considered independent if he or she has one of the relationships specifically enumerated in the NASDAQ listing standards. In addition, the Board must affirmatively determine that a director does not have a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has affirmatively determined that each of our current directors is independent under the applicable listing standards of NASDAQ, other than our President and Chief Executive Officer, Kenneth T. Lamneck.

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Board of Directors Leadership Structure

Timothy A. Crown serves as the Chair of our Board of Directors and Kenneth T. Lamneck serves as our President and Chief Executive Officer. The Board believes that separating the roles of Chair and Chief Executive Officer, along with the use of regular executive sessions of the independent directors, provides appropriate oversight of the Company’s strategic direction. Anthony A. Ibargüen serves as the Presiding Director of the Board and is responsible, after consultation with the full Board, for proposing revisions to the Company’s Corporate Governance Guidelines and Board procedures and for filling in when the Chair is unavailable.

Board Refreshment

Over the last several years, the Company has completed a refreshment of our Board by electing four new directors and accepting the retirements of four long time directors pursuant to the Company’s mandatory retirement policy.  One director retired early in 2016, another retired effective at the 2017 Annual Meeting of Stockholders, and two directors retired effective at the 2018 Annual Meeting of Stockholders.  Mr. Rishi and Ms. Breard were appointed by the Board in December 2017 and February 2018, respectively, as replacements for the directors that retired in 2018. In early 2016, Ms. Courage and Mr. Armstrong were appointed to replace the directors that retired in 2016 and 2017.  The refreshment has increased the Board’s diversity, experiences, and perspectives while lowering the average age of our directors from 61 to 58. As part of the Board’s refreshment process, immediately following the Annual Meeting, the membership of each committee and the Chairs of each committee will rotate to get the benefit on the committees of the different perspectives of Board members.  

Board Assessment

The Board engages in a robust self-evaluation process designed to elicit improvement in the effectiveness of the Board, its committees and the individual directors. For the last several years, on an annual basis, the Company’s outside counsel has distributed a self-assessment questionnaire, which was followed by an interview with each director. After compiling the results, the recommendations were reviewed with the Chairs of the Board and each committee. The Chairs of the committees use the recommendations to identify areas of potential improvements for their respective committees and the Chairs of the Board and Nominating and Governance Committee provide feedback to each individual director.  

Corporate Social Responsibility

Sustainability and corporate social responsibility are values embraced by the Company. A variety of functions including Human Resources, Investor Relations, Facilities, Compliance and Legal are involved in and responsible for matters involving human capital development, supply chain management, and corporate governance and business ethics, and for establishing environmentally friendly and other socially responsible policies. Company management regularly briefs the Nominating and Governance Committee on relevant corporate social responsibility matters.

The Company is a member of the Responsible Business Alliance and has signed the United Nations Global Compact and supports its principles of human rights, anti-discrimination, environmental responsibility and anti-corruption. An important element of the Company’s corporate social responsibility efforts is the development of human capital by fostering a culture that encourages leadership development and encourages teammates to individually excel and deliver value to clients.  The Company has been recognized as a “Great Place to Work” and a “Best Place to Work” in various locations in North America, Europe and Australia and has been named to the Forbes “World’s Best Employers” list and Fortune’s “Most Admired Company” list.  The Company maintains extensive training and development programs for teammates and is committed to diversity and inclusion. The Company supports many diverse resource groups, maintains recruiting and retention programs for diverse teammates and has been designated as one of the Fortune “100 Best Workplaces for Diversity”. The Company and its employees also support the Insight In It Together Foundation, which (i) provides financial assistance and other resources to teammates and their families in times of special need (such as during the COVID-19 pandemic) and (ii) supports community organizations providing technology to support educational opportunities for under-privileged children. The Company and its employees also support other

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philanthropic and volunteer efforts through numerous programs and events that improve our communities throughout the world. Additionally, although as a reseller of technology hardware and software and a provider of technology solutions, the Company’s impact on the environment is light compared to other industries, the Company is engaged in programs to reduce energy consumption, improve energy efficiency, minimize the generation of waste and recycle.  A review of some of our activities is provided in our Insight Enterprises Corporate Citizenship Report, which is available on our website at investor.insight.com. The Company does not make political contributions.

Board and Committee Meetings

Under our Corporate Governance Guidelines, our directors are expected to attend meetings of the Board and applicable committees and annual meetings of stockholders.

In 2020, the Board held 6 meetings, including regularly scheduled and special meetings. In 2020, each of the directors attended at least 75% of the aggregate of all meetings of the Board and the meetings of the committees on which he or she served (during the periods for which he or she served on the Board and such committees). In addition, all nine of the directors attended our 2020 Annual Meeting of Stockholders.

Board Committees

Our Board has four committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Executive Committee. Our Board has adopted charters for each of these committees, which are available on our website at http://investor.insight.com/corporate-governance. Under the committees’ charters, the committees report regularly to the Board. Additional information on each of these committees is set forth below.

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Board of Directors Role in Strategy

Our Board of Directors oversees the Company’s strategy. On an annual basis, the Board reviews and approves the Company’s strategic plan and is involved in the Company’s strategic planning process throughout its development. In both 2017 and 2019, the Board oversaw the engagement of an outside consultant that assisted management in evaluating the strengths and weaknesses of the Company, key trends in the industry, and opportunities for future growth of the Company. In 2020, the Board was involved in evaluating the results of a study by an outside consultant that evaluated changes in the Company’s go-to-market approach.  Throughout the past several years, the Board has been regularly involved in addressing matters of strategic importance, including evaluating and prioritizing acquisition targets, strategic partnerships, and the strategies adopted by the Company to address industry trends and opportunities.

Board of Directors Role in Risk Oversight

Enterprise Risk Management Program

Our Board of Directors oversees our Enterprise Risk Management Program (“ERM Program”), which is designed to drive the identification, analysis, discussion and reporting of risks to the enterprise. The ERM Program encourages constructive dialog at the management and Board levels to proactively identify and manage enterprise risks. Under the ERM Program, which the Company continues to refine, management develops a comprehensive report of enterprise risks by conducting regular assessments of the business and supporting functions, including assessments of strategic, operational, financial reporting and legal and compliance risks, and helps to ensure appropriate response strategies are in place.

Enterprise risks are considered in business decision making and as part of our overall business strategy. Our management team, including our executive officers, is primarily responsible for managing the risks associated with the operations and business of the Company. Senior management provides regular updates to the full Board of Directors at least twice a year on matters covered by the ERM Policy, and reports to the full Board on any identified high priority enterprise risks.

Compensation Risk Assessment

We annually conduct an assessment of the risks associated with our compensation practices and policies.  In 2020, we determined that the risks arising from such policies and practices are not reasonably likely to have a material adverse effect on the Company. In conducting the assessment, we undertook a review of our compensation philosophies, our compensation governance structure and the design and oversight of our various compensation programs. Overall, we believe that our programs include an appropriate mix of fixed and variable features, and short-term and long-term incentives with compensation-based goals aligning with corporate goals. Centralized oversight helps ensure compensation programs align with the Company’s goals and compensation philosophies and, along with other factors, operate to mitigate against the risk that such programs would encourage excessive risk-taking.

Code of Ethics and Business Practices

We have adopted a code of ethics and business practices, which is applicable to all of our teammates and our directors. If we make any substantive amendments to the code of ethics and business practices or grant any waiver from a provision of the code to our chief executive officer, chief financial officer (principal financial officer) or global corporate controller (principal accounting officer), we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K. A copy of this code is available on our website at http://investor.insight.com/corporate-governance.

Hedging, Short Sales and Pledging Policies

Our Policy on Insider Trading, which applies to all teammates, Board members and consultants, includes policies on hedging, short sales and pledging of our securities. Our policy prohibits hedging transactions involving Company securities and it also prohibits short sales or other speculative transactions involving

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our securities. In addition, it prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan except in limited circumstances with pre-approval from our Compliance Officer, which pre-approval will only be granted when such person clearly demonstrates the financial capacity to repay the loan without resort to any pledged securities.

Communications with the Board of Directors

Stockholders who would like to communicate with the Board of Directors or its committees may do so by writing to them via the Company’s Corporate Secretary by mail at Insight Enterprises, Inc., 6820 S. Harl Avenue, Tempe, Arizona 85283. Correspondence may be addressed to the collective Board of Directors or to any of its individual members or committees at the election of the sender. Any such communication is promptly distributed to the director or directors named therein unless such communication is considered, either presumptively or in the reasonable judgment of the Company’s Corporate Secretary, to be improper for submission to the intended recipient or recipients. Examples of communications that would presumptively be deemed improper for submission include, without limitation, solicitations, communications that raise grievances that are personal to the sender, communications that relate to the pricing of the Company’s products or services, communications that do not relate directly or indirectly to the Company and communications that are frivolous in nature.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 2020 were Ms. Pushor (Chair), Ms. Breard, Ms. Courage, and Messrs. Allen and Rishi. No member of the Compensation Committee was at any time during 2020 or at any other time an officer or employee of Insight, and no member had any relationship with Insight requiring disclosure. No executive officer of Insight has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board or the Compensation Committee of Insight during 2020.

Related Party Transactions

Related Party Transaction Approval Policy

We have a written policy regarding the approval and/or ratification of related party transactions. The policy is administered by our Audit Committee and applies to any transaction or series of transactions in which the Company is a participant, the amount involved exceeds or is expected to exceed $120,000 in any calendar year and any related person has a direct or indirect interest. For purposes of the policy, “related persons” consist of the Company’s directors or executive officers, any stockholder beneficially owning more than 5% of the Company’s common stock or immediate family members of any such persons.

Under the policy, the Audit Committee will review all applicable related party transactions for approval, ratification or other action unless the transaction falls within the following categories of pre-approved transactions:

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We generally believe these transactions are not significant to investors because they comply with the Company’s standard policies and procedures or are otherwise subject to review. Any related party transaction requiring individual review will only be approved if the Audit Committee determines that such transaction will not impair the involved person’s service to, and exercise of judgment on behalf of, the Company, or otherwise create a conflict of interest that would be detrimental to the Company.

We also require that each executive officer, director and director nominee complete an annual questionnaire and report all transactions with us in which such persons (or their immediate family members) had or will have a direct or indirect material interest (except for directors’ fees). Management reviews responses to the questionnaires and, if any such transactions are disclosed, they are reviewed by the Audit Committee. The types of transactions that have been reviewed in the past typically include the purchase from, and sale of products and services to, companies for which our directors serve as executive officers or directors, including purchases of marketing services for our use and products for resale to clients and the sale of products, software and services.

Related Party Transactions

No related person had any direct or indirect material interest in any transaction with us required to be disclosed since the commencement of the 2020 fiscal year.

No Stockholder Rights Plan

The Company does not maintain a stockholder rights plan (commonly referred to as a poison pill).

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PROPOSAL 1 – Election of Directors

Upon completion of the Annual Meeting, our Board will consist of nine directors. All nine directors will be elected for one-year terms at the Annual Meeting.  

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated the nine directors for election to new terms expiring at the 2022 Annual Meeting of Stockholders, subject to the election and qualification of their successors.

Director Nomination Process

The Board of Directors is responsible for nominating individuals for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. The Nominating and Governance Committee is responsible for identifying and screening potential candidates and recommending qualified candidates to the Board for nomination. Third-party search firms may be and have been retained to identify individuals that meet the criteria of the Nominating and Governance Committee.

The Nominating and Governance Committee will consider director candidates recommended by stockholders in the same manner in which it evaluates candidates it identified, if such recommendations are properly submitted to the Company. Stockholders wishing to recommend nominees for election to the Board should submit their recommendations in writing to our Corporate Secretary by mail at Insight Enterprises, Inc., 6820 S. Harl Avenue, Tempe, Arizona 85283. See “Other Business – Stockholder Proposals and Director Nominations for the 2022 Annual Meeting” for additional information.

Director Qualifications

In selecting director candidates, the Nominating and Governance Committee and the Board of Directors consider the qualifications and skills of the candidates individually and the composition of the Board as a whole. Under our Corporate Governance Guidelines, the Nominating and Governance Committee and the Board review the following for each candidate, among other qualifications deemed appropriate, when considering the suitability of candidates for nomination as director:

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2021 Nominees for Election to the Board of Directors

Each of the nine director nominees listed below is currently a director of the Company. Each also has been determined by the Board to be independent, other than our President and Chief Executive Officer, Kenneth T. Lamneck.

The following biographies describe the business experience of each director nominee. Following the biographical information for each director nominee, we have listed the specific experience and qualifications of that nominee that strengthen the Board’s collective qualifications, skills and experience.

If elected, each of the director nominees is expected to serve for a term expiring at the Annual Meeting of Stockholders in 2022, subject to the election and qualification of his or her successor. The Board expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board may nominate.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES FOR ELECTION AS DIRECTORS.

Mr. Lamneck was appointed President and Chief Executive Officer and a director of Insight effective January 1, 2010. From 2004 through 2009, Mr. Lamneck served as President, the Americas, at Tech Data Corporation, a wholesale distributor of technology products, where he led operations in the United States, Canada and Latin America. From 1996 to 2003, he held various executive management positions at Arrow Electronics, including President of Arrow/Richey Electronics and President of Arrow’s Industrial Computer Products business. Mr. Lamneck is a member of the board of directors of Benchmark Electronics, Inc., a publicly-held company that provides integrated manufacturing, design and engineering services to original equipment manufacturers of computers and related products.

Experience and Qualifications of Particular Relevance to Insight

Mr. Lamneck’s knowledge of our business, based on over 20 years of industry experience, his deep connections with industry leaders, and his extensive management experience, make him a valuable contributor to the Board. In addition, as our President and Chief Executive Officer, the Board believes it is appropriate for him to be a member of our Board.

Mr. Crown has been a director since 1994 and assumed the position of Chair of the Board in November 2004. Mr. Crown has been a non-employee director since 2004. Mr. Crown, a co-founder of the Company, stepped down from the position of President and Chief Executive Officer in November 2004, positions he had held since January 2000 and October 2003, respectively. Mr. Crown is also an officer and director of various private companies, including companies in which he has made investments.  

Experience and Qualifications of Particular Relevance to Insight

The Board believes Mr. Crown’s experience as a co-founder of the Company gives him a unique perspective on the Company’s opportunities, operations and challenges, and on the industry in which we operate. Mr. Crown’s experience in co-founding over 20 companies in the public, private and not-

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for-profit sectors also brings to our Board a focus on innovation and managing growth in rapidly changing environments.

Mr. Allen was appointed a director in January 2012 and is one of the Audit Committee’s designated financial experts. Following the Annual Meeting, Mr. Allen will serve as Chair of the Compensation Committee. Mr. Allen served at J.D. Edwards & Company, a cross-industry enterprise resource planning software solutions company, from 1985 to 2004, most recently as Executive Vice President, Finance and Administration, and served as a member of its board from 1992 to 2004. Prior to each of the following companies being acquired, he also served on the board of directors of RightNow Technologies, Inc., a publicly-held cloud-based customer relationship management business to consumer solutions provider, from 2004 until January 2012, and HireRight, Inc., a publicly-held provider of comprehensive employee background checks, from 2007 to 2009. He was the chair of the audit committee and a member of the compensation committee at both RightNow and HireRight. Mr. Allen also serves on the board and serves as the audit committee chair for several privately-held companies that are cloud-based solutions and software providers and previously served on the board of seven other public and private companies. Mr. Allen began his business career as a certified public accountant with Coopers & Lybrand in the audit division, where he last served as a Senior Auditor.

Experience and Qualifications of Particular Relevance to Insight

The Board believes that Mr. Allen’s over 40 years of finance, accounting, business operations and board experience, including his experience with cloud-based businesses, audit committees and compensation committees, brings corporate governance and financial and industry expertise to our Board.

Mr. Armstrong was appointed a director in March 2016. Following the Annual Meeting, Mr. Armstrong will serve as Chair of the Nominating and Governance Committee. Mr. Armstrong has over 25 years of experience developing, marketing, selling, and investing in technology, with an emphasis in data warehousing and analytic applications. Since 2015, Mr. Armstrong has served as an Operating Partner at Khosla Ventures, a venture capital firm, working with enterprise technology portfolio companies. Prior to that, Mr. Armstrong was the President and Chief Executive Officer of PivotLink, a leading provider of SaaS BI applications, from 2011 to 2014; Chairman and Chief Executive Officer of Kickfire, a pioneer in next-generation data warehouse appliances focused on the open source MySQL database market, from 2008 to 2010; and President and Chief Executive Officer of publicly-traded KNOVA Software, a leading provider of search and analytic applications for unstructured data, from 2002 to 2007.    

Experience and Qualifications of Particular Relevance to Insight

The Board believes that Mr. Armstrong’s extensive experience as an executive of several technology companies and his strong background in Big Data and Analytics, next generation databases, data mining and the Internet of Things, along with his service on the boards of a variety of publicly-held and private companies, bring industry expertise and governance experience to our Board.

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Ms. Breard was appointed a director in February 2018 and is one of the Audit Committee’s designated financial experts. Following the Annual meeting, Ms. Breard will serve as Chair of the Audit Committee. Ms. Breard is a certified public accountant and currently serves on the Board of Directors for PotlatchDeltic Corporation, a forest products company, where she is Chair of the audit committee and a member of the compensation committee. From February 2017 to July 2017, she served as the Executive Vice President and Chief Financial Officer of Kaiser Permanente of Washington, which provides health insurance and medical care. Prior to that, from February 2016 to January 2017, Ms. Breard was the Executive Vice President and Chief Financial Officer of Group Health Cooperative, a health maintenance organization. From 2006 to 2016, she held various positions including Senior Vice President and Chief Financial Officer of Quantum Corporation, a leading data storage company. Prior to that, from 1998 to 2006, she served in a variety of roles for Advanced Digital Information Corporation, a publicly-traded technology company, last serving as Vice President, Global Accounting and Finance, and worked six years in public accounting before that.

Experience and Qualifications of Particular Relevance to Insight

The Board believes that Ms. Breard’s extensive background in finance, business operations and accounting, along with her audit committee service on the board of another public company, brings financial expertise and governance experience to our Board.

Ms. Courage was appointed a director in January 2016. Since October 2016, Ms. Courage has served as Vice President of Experience for Ads and Commerce at Google, a technology company specializing in Internet-related services and products. Prior to joining Google, Ms. Courage was Senior Vice President, Customer Experience for DocuSign, Inc., a digital transaction management cloud software company, from June 2015 to September 2016. Prior to that, she served as Senior Vice President, Customer Experience at Citrix from March 2009 to May 2015. Before that, she spent 9 years in similar roles with Salesforce.com and Oracle.

Experience and Qualifications of Particular Relevance to Insight

The Board believes that Ms. Courage’s work in brand design and customer experience and her extensive experience with leading information technology companies, are an asset to our Board, as we engage with our clients in the evolving digitally-driven marketplace.

Mr. Ibargüen has served as a director since July 2008, and from September to December 2009, he served as our interim President and Chief Executive Officer. He has served as Chief Executive Officer of Quench USA, Inc., since October 2010. He previously served as Chief Executive Officer and member of the Board of Directors of AquaVenture Holdings LLC, which was a New York Stock Exchange listed multinational provider of water purification and treatment services and technologies, until its sale to Culligan International in March 2020. In 2018, Mr. Ibargüen was elected to serve on the Board of

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Directors of the Federal Reserve Bank of Philadelphia, where he is Deputy Chair and a member of the executive and management and budget committees. From 2004 to 2008, he was Chief Executive Officer of Alliance Consulting Group, a privately-held IT consulting firm, and prior to that, Mr. Ibargüen was in leadership roles at several IT industry companies, including as President and member of the Board of Directors of Tech Data Corporation, a Fortune 500 global technology distribution company.  

Experience and Qualifications of Particular Relevance to Insight

The Board believes that Mr. Ibargüen’s over 25 years of experience in the IT industry and extensive knowledge of global enterprise management, finance, product distribution, value-added services and capital markets brings valuable perspective to our Board.

Ms. Pushor has been a director since September 2005. Ms. Pushor has operated an independent consulting practice since June 2009. From 2006 through June 2009, she served as President and Chief Executive Officer of the Greater Phoenix Chamber of Commerce. From 2003 to 2005, Ms. Pushor served as Chief Executive Officer of the Arizona Lottery. From 1999 to 2002, Ms. Pushor operated an independent consulting practice in the technology distribution sector. During the period from 1998 to 2005, Ms. Pushor was a member of the board of directors of Zones, Inc., a direct marketer of IT products.  

Experience and Qualifications of Particular Relevance to Insight

The Board believes that Ms. Pushor’s industry knowledge and perspective, experience as a public company director and leadership experience from her many years as a Chief Executive Officer in the public sector bring valuable insights to our Board.

Mr. Rishi was appointed a director in December 2017. Mr. Rishi is Chief Executive Officer of Blue Yonder, a provider of supply chain management software and consulting services. Mr. Rishi joined Blue Yonder in January 2017 from Tyco International, a security system company, where he was responsible for the firm’s global retail solutions business and North America building automation business from May 2015 to December 2016. He was a member of the Board of Directors of Digi International, Inc., a provider of machine-to-machine connectivity products and services, from June 2013 to January 2018. Previously, from October 2014 to May 2015, Mr. Rishi served as Senior Vice President, Enterprise at Zebra Technologies, which provides data capture and identification solutions.  Prior to joining Zebra, he was Senior Vice President, Enterprise Solutions for Motorola Solutions, Inc., a leading provider of communications solutions that help businesses operate more efficiently. Prior to that, he served in a variety of roles for Motorola Solutions from 2005 to 2013, including Corporate Vice President, Enterprise Mobile Computing. From 2003 to 2004, Mr. Rishi was Senior Vice President, Marketing and Strategy at Matrics, Inc., a radio frequency identification company. From 1995 to 2003, he held positions of increasing responsibility at Symbol Technologies, a manufacturer and supplier of mobile data capture and delivery equipment, where he eventually led the Europe, Middle East and Africa region.

Experience and Qualifications of Particular Relevance to Insight

The Board believes that Mr. Rishi’s industry experience and knowledge, as well as his leadership experience as a Chief Executive Officer and prior experience as a public company board member, brings valuable perspective to our Board.

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DIRECTOR COMPENSATION

Elements of Director Compensation

For 2019, the Compensation Committee asked its independent Compensation Consultant to provide an assessment of the competitiveness of the Board’s compensation program against market. In order to assess the competitiveness of the Board compensation program, the Compensation Consultant used the compensation data from our peer groups, which are the group of companies used for our executive compensation review (see "Compensation Discussion and Analysis – Peer Groups" below). The Compensation Consultant’s assessment reviewed all elements of director compensation (e.g., annual retainers, equity compensation, committee member compensation, committee chair additional compensation and non-executive Chairman compensation). In addition, the assessment evaluated the director compensation program design to provide the Compensation Committee an understanding of how the program design compares to both best and market practices. After making adjustments in 2019, the Board did not make any changes to Board or Committee compensation during 2020. From just after the beginning of the COVID-19 pandemic in April, members of the Board contributed at least 5% of their 2020 Board retainer to the Company’s In It Together Foundation, which provides financial assistance and other resources for teammates and their families in times of special need.  Kenneth T. Lamneck, our President and Chief Executive Officer, does not receive compensation for his Board service.

The table below sets forth the elements of our 2020 and 2021 annual compensation program for our non-employee directors.

All retainers are paid quarterly in advance and, if applicable, are prorated based upon Board or chair service during the calendar year.

The annual restricted stock unit (“RSU”) grant vests ratably over three years on the anniversary of the grant date and entitles the director to receive shares of our common stock upon vesting. In the year of appointment to the Board, a director receives a prorated portion of the annual RSU grant value based upon the number of days between appointment and the vesting date of the most recent annual grant to incumbent directors, which prorated award vests over three years on the anniversary of the grant date. RSU awards to non-employee directors fully vest upon retirement, subject to certain conditions.

Stock Ownership Guidelines

The Board believes that, to more closely align the interests of our non-employee directors with the interests of the Company’s other stockholders, each non-employee director should maintain a minimum level of ownership in the Company’s common stock. The Compensation Committee is responsible for periodically reviewing the stock ownership guidelines for non-employee directors and making recommendations to the Board as to any changes.

Pursuant to our guidelines, each non-employee director must hold shares of the Company’s common stock equal to at least three times the amount of the annual retainer to be achieved over a transition period. As of December 31, 2020, all non-employee directors had attained their required ownership level.

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2020 Director Compensation Table

The table below sets forth information concerning compensation of the Company’s non-employee directors in 2020.

The cost of certain perquisites and other personal benefits are not included because in the aggregate they did not exceed, in the case of any non-employee director, $10,000.

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STOCK OWNERSHIP

Ownership of Our Common Stock

The following table shows information regarding the beneficial ownership of our common stock by:

Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to options currently exercisable or exercisable within 60 days of March 15, 2021 and shares of restricted stock that vest within 60 days of March 15, 2021 are deemed to be outstanding and beneficially owned by the person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

Except as otherwise indicated, all stockholdings are as of March 15, 2021 and the percentage of beneficial ownership is based on 35,319,581 shares of common stock outstanding as of March 15, 2021.

Unless otherwise indicated, the address for each holder listed below is c/o Insight Enterprises, Inc., 6820 S. Harl Avenue, Tempe, Arizona 85283.

Certain Beneficial Owners, Directors and Executive Officers

* Less than 1%

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(7)  Mr. Ebermann retired as an executive officer of the Company effective January 1, 2021.

(8)  Includes 6,424 shares subject to vesting within 60 days of March 15, 2021.

Delinquent Section 16(a) Reports

Our directors, executive officers, and owners of more than 10% of our common stock must file reports with the SEC under Section 16(a) of the Exchange Act regarding their ownership of and transactions in our common stock and securities related to our common stock. Based upon a review of these reports filed electronically with the SEC, we believe that all reports required to be filed by our directors, executive officers and holders of more than 10% of our common stock pursuant to Section 16(a) of the Exchange Act during 2020 were filed on a timely basis; except for one late report filed by Wolfgang Ebermann relating to the purchase of 1,000 shares of common stock of the Company.

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PROPOSAL 2 – Advisory Vote to Approve Named Executive Officer Compensation

Stockholders have an opportunity to cast an advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement, pursuant to Section 14A of the Exchange Act (commonly referred to as a “say-on-pay” vote). Accordingly, we are asking stockholders to approve, on a non-binding basis, the following advisory resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

Although the vote is non-binding, we value feedback from our stockholders on compensation and other important matters. The Board of Directors and the Compensation Committee will consider the voting results when making future compensation decisions. At our 2020 Annual Meeting of Stockholders, approximately 95% of the votes cast by our stockholders approved the compensation of our named executive officers as disclosed in the 2020 proxy statement.

As selected by our stockholders at the 2017 Annual Meeting of Stockholders (commonly referred to as a “say-on-frequency” vote) and approved by our Board, the say-on-pay vote is held annually.  The next say-on-frequency vote will occur in 2023; however, we expect to hold the say-on-pay vote on an annual basis for the foreseeable future.

In deciding how to vote on this proposal, we encourage you to review the Compensation Discussion and Analysis and 2020 Executive Compensation sections of this proxy statement for a detailed description of our executive compensation program. As described in the Compensation Discussion and Analysis, the Compensation Committee has designed our compensation program with the objective of rewarding achievement of specific financial, strategic and tactical goals by the Company and individual executives that align the interests of management with the interests of our stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis (our “CD&A”) provides an overview of our executive compensation program for 2020 and our executive compensation philosophies and objectives.

Our Named Executive Officers consist of our President and Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers (collectively, the “Named Executive Officers”). Ms. Mullen joined the Company in October 2020. For 2020, our Named Executive Officers were:

* Mr. Ebermann retired as President, Insight EMEA effective January 1, 2021 and continues to assist the Company as a consultant.

This CD&A is divided into three sections:

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OVERVIEW

2020 Business Highlights

In 2020, our global team delivered a fifth consecutive year of double-digit non-GAAP Adjusted* earnings from operations growth by focusing on improving our product mix and continuing to expand our services offerings and integrating strategic acquisitions. We believe that the strategic investments we made in our go-to-market solution areas over the last several years, as well as the investments in our sales and technical talent in 2020, have positioned us well to continue to execute on our business goals. For the full year 2020, we delivered the following consolidated financial results:

* See Appendix A for a reconciliation of each non-GAAP Adjusted financial measure to the most directly comparable GAAP measure

From a strategic standpoint, Insight continued to expand its market leading capabilities for delivering global IT solutions for complex business problems through the acquisition of vNext, a French digital consulting and managed services provider, on February 28, 2020. We also continued to make additional strategic investments for the future, including the addition of sales and technical talent, to continue to develop capabilities to serve our clients’ needs.

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The following chart shows how a $100 investment in the Company’s common stock on December 31, 2015 would have grown to $303 on December 31, 2020. The chart also shows Insight’s performance versus the NASDAQ US Benchmark TR Index (Market Index) ($100 investment would have grown to $206) and the NASDAQ US Benchmark Computer Hardware TR Index (Industry Index) ($100 investment would have grown to $505) over the same period, with dividends reinvested quarterly.

For further details about our performance in 2020, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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Our Executive Compensation Program

Our executive compensation program is designed to align the interests of our executive officers with those of our stockholders and implement our executive compensation philosophies and objectives. The table below outlines the principal elements of the Company’s executive compensation program:

The following charts illustrate the pay for performance design of our 2020 executive compensation program. For 2020, approximately 86% of the target total direct compensation of our President and Chief Executive Officer was variable and/or at-risk and approximately 80% of the target total direct compensation of our other Named Executive Officers was variable and/or at-risk:

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Our Executive Compensation Practices

The Compensation Committee reviews the Company’s executive compensation program, on an ongoing basis, to evaluate whether it is aligned with stockholder interests and supports the Company’s executive compensation philosophies and objectives. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

2020 Say-on-Pay Vote

As noted above, in its compensation review process, the Compensation Committee considers whether the Company’s executive compensation program is aligned with the interests of the Company’s stockholders. In that respect, as part of its review of the Company’s executive compensation program, the Compensation Committee considered the approval by approximately 95% of the votes cast for the Company’s say-on-pay proposal at our 2020 Annual Meeting of Stockholders. The Compensation Committee determined that the Company’s executive compensation philosophies and objectives and compensation elements continued to be appropriate and did not make any changes to the Company’s executive compensation program in response to the 2020 say-on-pay vote.

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WHAT WE PAY AND WHY

Compensation Philosophy

Our executive compensation program is guided by our overarching philosophy of paying for performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

Factors Considered in Compensation Deliberations

The Compensation Committee does not use a single method or measure in setting or approving the target total direct compensation opportunities or each individual compensation element for our executive officers. Additionally, the Compensation Committee does not weigh any one factor of pay components in comparison to the other factors. The factors below, which the Compensation Committee considers when selecting and setting the amount of compensation for each of our executive officers, including our Chief Executive Officer (“CEO”) and our other Named Executive Officers, provide a framework for its compensation decision-making:

Alignment of Senior Management Team to Drive Performance

Our financial performance goals are designed to drive profitable growth and stockholder value creation by aligning members of senior management around common financial performance goals. To drive performance against these goals, when communicating the goals to the senior management team, the Company includes extensive communications on what members of senior management, together with their teams, can do to impact achievement of these goals. We believe this understanding of the link between individual/team performance and the achievement of the Company’s financial performance

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goals helps the entire organization focus on those actions that have the greatest potential to drive profitable growth and stockholder value creation.

2020 Executive Compensation Decisions

Consistent with our pay-for-performance philosophy and executive compensation program objectives in determining the 2020 adjustments to executive compensation levels and the mix of compensation elements for each Named Executive Officer, the Compensation Committee and our President and Chief Executive Officer (in making recommendations regarding Named Executive Officer compensation other than his own) considered the factors noted above in the section “Factors Considered in Compensation Deliberations,” including each Named Executive Officer’s prior performance against financial and operational goals, Company performance relative to our peers, the compensation levels paid to other executive officers at the Company, the competitive market data for similarly situated executive officers to provide a perspective on external practices, and input from Compensia, Inc., the Compensation Committee’s independent compensation consultant (the “Compensation Consultant”).

Base Salary

The Compensation Committee generally sets base salaries for executives, including our Named Executive Officers, at competitive levels for executives in similar positions commensurate with their skills, experience, qualifications and marketability. Consistent with our compensation philosophies and objectives, a significant portion of each Named Executive Officer’s annual target cash compensation is at risk (see “Annual Cash Incentive Awards” below), to provide a strong connection between pay and performance. Accordingly, in 2020, Mr. Lamneck’s annual target cash compensation was weighted as 40% base salary and 60% annual cash incentive target. The 2020 and 2021 base salaries for Mr. Lamneck are discussed below under “Chief Executive Officer Compensation.” For 2020, base salaries for Ms. Bryan, Mr. Ebermann and Mr. Cowley were increased by approximately 16.5%, 3.5% and 6.3%, respectively. For 2021, base salaries for Ms. Bryan and Mr. Cowley were increased by approximately 2.0%. All adjustments were based on the factors noted above in the section “Factors Considered in Compensation Deliberations”, including an evaluation of previously prepared market data for competitive peer groups provided by the Compensation Consultant, the performance of each executive and the Company and the internal parity between executives. From just after the beginning of the COVID-19 pandemic in April, executive officers of the Company living in the United States contributed 5% of their 2020 base salaries to the Company’s In It Together Foundation, which provides financial assistance and other resources for teammates and their families in times of special need. Mr. Ebermann voluntarily reduced his base salary by 10% during 2020 in connection with the COVID-19 pandemic.

The table below sets forth the 2020 and 2021 base salary level for each of our Named Executive Officers:

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Annual Cash Incentive Awards

We provide our senior management with short-term incentive compensation through our annual cash incentive program, the 2020 cash incentive plan. Short-term compensation under the 2020 cash incentive plan represents a significant portion of each Named Executive Officer’s target total cash compensation opportunity in a given year. As discussed in more detail below, payouts under the cash incentive plan resulted from the attainment of various performance goals that were specific to the Named Executive Officer’s geographic responsibilities.

2020 Cash Incentive Plan

For 2020, the Compensation Committee again provided an incentive plan for certain management level teammates, including our executive officers. Consistent with 2019, the 2020 target cash incentive compensation amounts are calculated as a percentage of base salary. The percentages are consistent with those utilized in 2019. Under the 2020 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:

For purposes of our 2020 cash incentive plan:

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The 2020 cash incentive plan required that the Company, or the relevant portion of the Company for which the executive has management responsibility, depending on the executive’s position, achieve a threshold percentage of the budgeted amount for the particular performance measure for any payment to be made to an executive with respect to that performance measure. Therefore, it was possible that a Named Executive Officer would have different levels of achievement for each of his or her separate performance measures, and perhaps receive no payment at all, depending on performance against the goal for each performance measure. The levels of performance were set in conjunction with the Company’s overall annual budget and were considered to be challenging, but achievable, given the uncertain economic environment and the tactical and strategic plans that were developed for 2020. Where actual results fell between specified performance levels, payments were calculated based on linear interpolation.

For the 2020 consolidated IEI EFO, INA EFO and EMEA EFO performance measures set forth above, the threshold to receive any cash incentive was 80% of the respective budgeted EFO amount, which would result in a payout of 50% of the target cash incentive award opportunity allocated to that measure. Below 80% attainment, no payout would be received by the executive. The maximum each executive could earn, 200% of target, would result from attainment at 120% of the respective budgeted EFO amount.  

The budgeted target, actual financial attainment and payout levels related to EFO performance measures for the 2020 cash incentive plan were as follows:

For the 2020 Services GP Growth performance measures set forth above, the thresholds to receive any cash incentive were IEI Services GP Growth of 6.4% compared to 2019, INA Services GP Growth of 4.3% compared to 2019 and EMEA Services GP Growth of 8.7% compared to 2019, which would result in a payout of 25% of targeted cash incentive compensation for the respective performance measure. Below these attainment thresholds, no payout would be received by the executive. The maximum each executive could earn, 200% of target, would result from IEI Services GP Growth of 35.3% compared to 2019, INA Services GP Growth of 32.6% compared to 2019 and EMEA Services GP Growth of 39.0% compared to 2019.

The budgeted target, actual financial attainment and payout levels related to the Services GP Growth performance measures for the 2020 cash incentive plan were as follows:

For the 2020 Cloud GP Growth performance measures set forth above, the thresholds to receive any cash incentive were IEI Cloud GP Growth of 0.5% compared to 2019, INA Cloud GP Growth of 0.5% compared to 2019 and EMEA Cloud GP Growth of 0.6% compared to 2019, which would result in a payout of 50% of the target cash incentive award opportunity allocated to the respective performance

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measure. Below these attainment thresholds, no payout would be received by the executive. The maximum each executive could earn, 200% of target, would result from IEI Cloud GP Growth of 24.2% compared to 2019, INA Cloud GP Growth of 26.6% compared to 2019 and EMEA Cloud GP Growth of 22.0% compared to 2019.

The budgeted target, actual financial attainment and payout levels related to the Cloud GP Growth performance measures for the 2020 cash incentive plan were as follows:

For the 2020 U.S. Hardware Market Share Growth performance measure set forth above, the threshold to receive any cash incentive was a 1.0 basis point increase over 2019, which would result in a payout of 8.0% of the target cash incentive award opportunity allocated to that measure. Below a 1.0 basis point increase, no payout would be received by the executive. The maximum each executive could earn, 200% of target, would result from a 40.0 basis point increase over 2019.

The budgeted target, actual financial attainment and payout levels related to the U.S. Hardware Market Share Growth performance measure for the 2020 cash incentive plan were as follows:

In addition, the Compensation Committee approved a one-time bonus plan to incentivize management to achieve the cost synergy goals set in connection with the integration of PCM, Inc. into the Company (the “Cost Synergy Achievement Bonus”).  The Cost Synergy Achievement Bonus target was 50% of the executive officers’ normal cash incentive plan target and was payable based upon realization, by December 31, 2020, of the expected cost synergies associated with the integration of PCM into the Company.  Given the importance to the Company and its shareholders of the successful integration of the PCM acquisition, the Compensation Committee approved the one-time bonus plan to encourage achievement of the cost synergy goals.

For the 2020 Cost Synergy Achievement Bonus, the Compensation Committee set targets for consolidated IEI cost synergies, INA cost synergies and EMEA cost synergies performance measures. The threshold to receive any cash incentive was 90% of the respective budgeted cost synergies amount, which would result in a payout of 25% of the target cash incentive award opportunity allocated to that measure. Below 90% attainment, no payout would be received by the executive. The maximum each executive could earn, 200% of target, would result from IEI and INA cost synergies attainment at 123% and EMEA cost synergies attainment at 200% of the respective budgeted amount.  

The budgeted target, actual financial attainment and payout levels related to cost synergy performance measures for the 2020 Cost Synergy Achievement Bonus were as follows:

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2020 Cash Incentive Plan Payouts

The table below sets forth the 2020 target annual cash incentive award opportunities and the actual payouts to each of our Named Executive Officers based upon 2020 performance:

2021 Cash Incentive Plan

For 2021, the Compensation Committee again provided an incentive plan for certain management level teammates, including our executive officers. Consistent with 2020, the 2021 target cash incentive compensation amounts are calculated as a percentage of base salary. The percentages are consistent with those utilized in 2020.

The 2021 cash incentive plan is similar in structure to the 2020 plan but does not include the one-time Cost Synergy Achievement Bonus that was part of the plan in 2020. Under the 2021 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:

*Mr. Ebermann retired as an executive officer of the Company effective January 1, 2021.

The following considerations were reflected in our 2021 cash incentive plan:

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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 2020 long-term equity-based incentive awards were to:

For 2020, 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 pre-established annual financial and/or strategic performance goals are achieved. Earned RSUs are then subject to a two-year vesting requirement, following the one-year performance period, for a total vesting period of three years from grant. To encourage overachievement 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 year, no performance-based RSUs are earned. To encourage retention, service-based RSU awards vest over a four-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

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makes annual grants of equity-based awards to our executives early in the year (as opposed to later in the year or periodically throughout 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 2020, the Compensation Committee determined the target value of the equity-based awards for our executive officers, including our Chief Executive Officer, by considering comparison group data in the 2019 market analysis prepared by the Compensation Consultant. For 2021, the Compensation Committee also determined the target value of the equity-based awards for our executive officers, including our Chief Executive Officer, by considering comparison group data in the 2019 market analysis prepared by the Compensation Consultant. 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 Mr. Lamneck for 2020 and 2021 are discussed below under “Chief Executive Officer Compensation.” For 2021, the approved dollar value of target equity-based incentive compensation amounts for the Named Executive Officers other than Mr. Lamneck remained unchanged from 2020 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”.